AR 2012 - Central Plaza Hotel Public Company Limited

Transcription

AWARDS
CONTENTS
004
006
008
010
016
017
021
030
036
038
039
040
114
126
128
130
132
140
152
153
154
155
160
166
170
171
172
173
Financial Highlights
Message from the Chairman
Board of Directors
Group History
Thailand’s Tourism Industry Overview
Hotel Business Overview
Restaurant Business Overview
Sustainable Development
Report of the Audit Committee
Report of the Nomination and Compensation Committee
Report of the Board of Directors’ Responsibilities for Financial Statements
Audit Report and Financial Statements
Analysis And Explanation of the Financial Status and Operating Result
Nature of Business
Revenue Structure
Risk Factors
Policy on Corporate Governance
Details of Directors
List of Shareholders
Directors and Management Remuneration
Auditor’s Fee
Good Corporate Governance
Connected Transactions
General Information of Businesses held by the Company 10% Upward
Company’s General Information
Information of Debentures
Other Reference Firms
Corporate Management
CENTRAL PLAZA HOTEL PUBLIC COMPANY LIMITED
003
CONTENTS
FINANCIAL HIGHLIGHTS
* Detail as shown in ANALYSIS AND EXPLANATION OF THE FINANCIAL STATUS and OPERATION RESULT SECTION
004
ANNUAL REPORT 2012
CONTENTS
FINANCIAL HIGHLIGHTS
Unit : Baht Million
2012
2011
Consolidated
Separated
Consolidated
Revenues from sales (1)
14,389.3
1,989.7
11,163.2
Total revenues
15,380.4
3,210.4
Gross profit
7,849.9
Earnings before interest expenses
and income tax
Net profit (loss)
2010 (Restated)
Separated
Consolidated
Separated
1,524.2
9,140.9
1,430.2
11,574.2
2,489.8
9,500.2
2,323.1
1,154.7
6,039.2
841.6
4,910.6
764.2
2,322.8
1,162.2
1,259.7
472.3
513.3
516.3
1,580.8
775.5
550.4
130.1
(55.8)
263.2
Total assets
27,757.2
16,380.6
21,683.6
15,500.1
20,437.9
15,011.1
Total liabilities
17,698.4
10,338.2
15,634.9
11,237.0
14,801.3
10,810.6
Interest bearing debts (2)
12,053.6
8,373.3
10,002.9
8,872.3
9,452.8
8,414.5
Shareholders' equity
10,058.8
6,042.4
6,048.7
4,263.1
5,636.6
4,200.5
Retained earnings (3)
3,305.7
2,515.3
1,927.4
1,942.3
1,444.6
1,879.7
1,350
1,350
1,350
1,350
1,350
1,350
Net profit margin (%) (4), (5)
7.6%
14.2%
5.2%
-5.2%
-0.3%
-4.5%
Return on assets (%) (5)
4.2%
4.7%
2.8%
0.8%
-0.1%
1.8%
Return on equity (%) (5)
11.6%
12.8%
10.0%
3.1%
-0.5%
6.3%
Interest bearing debts / Equity
(times)
1.2
1.4
1.7
2.1
1.7
2.0
Total liabilities / Equity (times)
1.8
1.7
2.6
2.6
2.6
2.6
1.17
0.57
0.41
0.10
(0.04)
0.19
n/a
TBA
n/a
0.15
n/a
0.05
7.45
4.48
4.48
3.16
4.18
3.11
Operating Results
Financial Position
Weighted Average Number of
ordinary shares (million shares)
Key Financial Ratios
Earnings (loss) per share (Baht)
Dividend per share (Baht)
Book value per share (Baht)
(1)
(2)
(3)
(4)
(5)
Revenue from sales in Consolidated financial statements exclude revenues from investment properties.
Interest bearing debts in Consolidated and Separated financial statements include loans from related parties.
Retained earnings include appropriated retained earnings for legal reserve.
Net profit margin in Separated financial statements exclude dividend income, land rental expenses payable to the property fund and loss from guarantee
provision.
Net profit margin, Return of assets and Return on equity in Consolidated financial statements were excluded extra-ordinary items as follows:
FY/2012 - loss from guarantee provision, extra-gain from investment in property fund accounted for equity method and gain from business acquisition and gain on
re-measuring to fair value of investments totaling Baht 410.6 million.
FY/2011 - loss from guarantee provision and extra-gain from investment in property fund accounted for equity method totaling Baht 55.0 million.
FY/2010 - loss from guarantee provision and extra-gain from investment in property fund accounted for equity method totaling Baht 25.2 million.
005
CONTENTS
MESSAGE FROM THE CHAIRMAN
006
ANNUAL REPORT 2012
CONTENTS
The year 2012 was undoubtedly the most significant and thus far the best year for Centara Hotels &
Resorts (CHR) as well as Central Restaurants Group (CRG) which are both under Central Plaza Hotel Public
Company Limited (CENTEL), with CHR marking three decades of operation. The “Celebrating 30 Years Centara
Hotels & Resorts” grand party was held on December 12, or 12.12.12, at our first hotel, Centara Grand at Central
Plaza Ladprao Bangkok, to offer our warmest thanks to valued customers, shareholders, business partners and the
press for all their support through the years. The celebration was also to thank our management and employees for
their contribution, which has led to the success of the company both in Thailand and beyond.
From our humble beginning in 1983, without any previous experience in the hotel business, Centara
Hotels & Resorts network has grown and continues to grow with the support of our clients and business partners.
We now have a total of 58 hotels with more than 10,000 rooms in Thailand and overseas, in Vietnam, Bali, China,
the Maldives, India, Sri Lanka and Mauritius, making Centara Hotels & Resorts Thailand’s leading hotel chain.
Along with the 30th anniversary, 2012 was also the company’s best year in terms of financial performance.
Revenue of Centara Hotels & Resorts increased to Baht 6,473 million, an increase of 32% compared to 2011, with
profit growth of over 30 times! All company-owned hotels registered strong performance with highest revenues than
projected. Our business development plan was also carried out successfully with the opening of five new hotels,
namely Centra Government Complex Hotel & Convention Centre Chaeng Wattana, Centara Hotel & Convention
Centre Khon Kaen, Centra Coconut Beach Resort Samui, Centara Poste Lafayette Resort & Spa Mauritius and
Centara Sandy Beach Resort Danang, Vietnam.
The company further secured new another three hotel management contracts, in 2012, namely Centara
Hudhufushi Resort & Spa Maldives, Centara Grand Modus Resort & Spa Pattaya, and Centara Koh Lan Resort &
Villas.
In December 2012 we launched a new hotel brand, COSI Hotels, designed to cover the economy hotel
segment in response to an enormous growth in travel and the significant growth of low-cost airlines travel, which now
accounts for 51% of the aviation industry in Asean. The Asean Economic Community (AEC) will be implemented
in less than two years from now, adding further demand. The first COSI Hotel is projected to open in 2015 and we
plan to have at least 30 COSI hotels in Thailand, the Asean countries, China, Australia and New Zealand by 2020.
As for our existing brands, the company expects to open 11 more hotels in Thailand, Indonesia, Sri
Lanka, Mauritius and Maldives during 2013.
The year 2012 was also a very successful year for our food business under Central Restaurants Group
Co., Ltd. (CRG), which is 100% owned by Central Plaza Hotels plc, had record high revenue with Baht 8,356
million, an increase of 27.6% compared to 2011, from its 677 stores and 12 brands. In 2013, it is expected that
Thailand’s economy will be stronger, albeit with stronger competition in the food services business. CRG is well
prepared with various strategies to handle the situations as they arise.
From the success of 2012 the company is confident that the businesses will continue to grow strongly and
sustainably. The Board of Directors would like to take this opportunity to thank our shareholders, business partners,
public and private organisations, valued customers, management and staff for all their support and outstanding
contributions that have helped the company attain its excellent position today.
Suthikiati Chirathivat
Chairman of the Board
007
CONTENTS
008
ANNUAL REPORT 2012
CONTENTS
BOARD OF DIRECTORS
009
CONTENTS
GROUP HISTORY
Hotel Business
1983
Hyatt Central Plaza, Bangkok and
1986
HRH. Princess Somsawali graciously presided over the grand opening ceremony.
607
rooms/suites
195
rooms/suites
178
rooms/suites
%DQJNRN&RQYHQWLRQ&HQWUHRI¿FLDOO\RSHQHG
2SHQHGDQGIXOO\UHQRYDWHG6R¿WHO&HQWDO+XD+LQ5HVRUW
1988
Entered into Hotel Management Agreement for
Central Wong Amat Beach Resort
1990
Listed on Stock Exchange of Thailand
Acquired Central Mae Sot Hotel
120
rooms/suites
1993
Purchased a newly built hotel in Los Angeles
180
rooms/suites
1993/94
Acquired Central Floating Hotel (a converted vessel)
133
rooms/suites
1995
Opened Central Sukhontha Hotel, Hat Yai
238
rooms/suites
1996
HRH. Princess Somsawali graciously presided over the grand opening
208
rooms/suites
6R¿WHO&HQWUDO+XD+LQ5HVRUWDGGHGQHZ*DUGHQ:LQJRIURRPV
255
rooms/suites
Central Waterfront Suites at Karon, Phuket commenced of operation
39
suites
Became Public Company Limited
ceremony of Central Samui Beach Resort
Sold Central Plaza hotel Los Angeles
1997
1998
Created “Village” brand concept.
3XUFKDVHG&HQWUDO%XWWHUÀ\9LOODJH.RK6DPXL
40
villas
and commenced extension of 60 villas, total now
100
villas
64
villas
Renamed CentraO%XWWHUÀ\9LOODJHDV&HQWUDO6DPXL9LOODJH
100
villas
Moved Central Floating Hotel to East Timor and
133
rooms/suites
72
villas
%DQJNRNDV6R¿WHO&HQWUDO3OD]D+RWHODQG
607
rooms/suites
Hat Yai as Novotel Central Sukhontha
238
rooms/suites
192
rooms/suites
505
rooms/suites
Central Mirage Beach Resort, Pattaya
555
rooms/suites
Central Phuket Beach Resort, Phuket
262
rooms/suites
Additional 10 suites – Novotel Central Sukhontha Hat Yai
248
rooms/suites
Hotel Management Agreementt for Central Duangtawan Hotel
500
rooms/suite
192
rooms/suites
namely the Islandia 335 rooms, now Central Karon Beach Resort
335
rooms
and the Jiva, 128 rooms, now Central Kata Resort.
128
rooms
Rebranded the group as Central Hotels & Resorts.
1999
2000
Opened Central Karon Village, Phuket
re-opened as Central Maritime Hotel, Dili, East Timor.
2001
Added 8 more villas to Central Karon Village, Phuket
Signed Franchise agreements for :
6WDUWHGFRQVWUXFWLRQRI6.<+$//H[KLELWLRQIDFLOLW\DW6R¿WHO&HQWUDO3OD]D%DQJNRN
2002
0DMRUUHQRYDWLRQVDW&HQWUDO6DPXL%HDFK5HVRUWDQG6R¿WHO&HQWUDO+XD+LQ5HVRUW
$GGHGQHZIDFLOLWLHVWR6R¿WHO&HQWUDO3OD]DZLWKD&HQWDUD6SDDW0H]]DQLQH
level as well as Cencio Karaoke Lounge.
2003
Broke ground for Central Krabi Bay Resort a 5 star luxury property.
Opening of ZICO’s Brazilian Grill and Bar in Samui.
Signed Agreement signed to develop the Central World Hotel at CentralWorld
Plaza, including a 20,000 sqm. Convention and Exhibition Centre.
2004
2005
Obtained construction permits for :
in Chiangmai on January 1.
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2006
Sold Central Floating Hotel, Dili, East Timor.
Acquisition through a JV with Lehman Brothers (50:50) for two hotels in Phuket,
HRH. Princess Ubonrattana graciously presided over the grand opening ceremony of
Central Krabi Bay Resort on November 12, 2006.
010
ANNUAL REPORT 2012
CONTENTS
CENTARA GRAND AT CENTRAL PLAZA LADPRAO BANGKOK
CENTARA GRAND BEACH RESORT & VILLAS HUA HIN
CENTARA GRAND BEACH RESORT PHUKET
0 11
CONTENTS
CENTARA GRAND ISLAND RESORT & SPA MALDIVES
CENTARA GRAND BEACH RESORT SAMUI
CENTARA KATA RESORT PHUKET
012
ANNUAL REPORT 2012
CONTENTS
Major renovation of Central Hua Hin Village with upgrading to Pool Villas now The Villas at
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Upgrading of Central Samui Beach Resort and Central Samui Village through the addition
of Pool Suites and Pool Villas, respectively.
2007
In March, the board approved name change for the Company’s hotel division to
CENTARA HOTELS AND RESORTS.
Opened Bangkok Convention Centre at Centara Grand at CentralWorld.
Centara Kata Resort added 30 more rooms
2008
158
rooms
44
suites
555
rooms
112
villas
124
villas/rooms
Centara Pariya Resort Koh Pha-Ngan
44
villas
Siripanna Villas Resort Chiang Mai
74
suites/villas
62
suites
secluded area of Karon Beach in Phuket has its soft opening on November 3
262
rooms
Centra, new mid-range brand is launched in Phuket, Centra Ashlee Hotel Patong
110
rooms
Expansion of Centara Boutique Collection from 1 hotel to 12 hotels
494
rooms
Centara Boutique Collection
36
rooms
2SHQHG¿UVWPDQDJHGKRWHOLQWKH3KLOLSSLQHV&HQWDUD+RWHO0DQLOD
96
rooms
2,682
rooms
1,830
rooms
The Centara Chaan Talay in Trat, managed by CHR, opened in March
Centara Grand at Central World and Bangkok Convention Centre (BCC),
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December 2 in the presence of HRH Princess Ubonrattana.
In December, Central Group renewed its lease with State Railway of Thailand
with respect to the Central Plaza complex at Ladprao, Bangkok; which includes the
6R¿WHO&HQWDUD*UDQG%DQJNRNIRU\HDUVWR(QWHUHGLQWR-RLQW9HQWXUHDQG
Hotel Management Agreements for the Centara Grand Island Resort Maldives,
scheduled to open in the second part of 2009.
2009
&HQWDUD*UDQG0LUDJH%HDFK5HVRUW3DWWD\DD¿UVWWKHPHGKRWHOLQ7KDLODQG
5-star property on Wong Amat Beach had its Grand Opening on November 3.
The Centara Grand Island Resort Maldives opened its mainly over
ZDWHUYLOODVEHLQJWKH¿UVWRYHUVHDVSURSHUW\RI&HQWDUD+RWHOV5HVRUWV
Earlier in the year 2 management contract were signed for
Bhundari Resort and Spa Samui property was taken over in April together with
DVWDUSURSHUW\WKH¿UVW&HQWDUD%RXWLTXH&ROOHFWLRQRSHQHGRQ1RYHPEHU
The second overseas property, Moksha Himalaya Spa Resort, Centara Boutique
Collection opened its Spa and hotel suites late in the year.
A second ZICO, Brazilian Grill and Steak Restaurant, opened at the Central Festival
Shopping Centre, Pattaya.
2010
2011
Centara Grand Beach Resort Phuket, 5-star beach resort located at the most
2SHQHG¿UVWPDQDJHGUHVRUWLQ9LHWQDP&KHQ6HD5HVRUW6SD3KX4XRF
Acquired 11 managed hotels & resorts in Thailand
Acquired 12 managed hotels & resorts overseas including new locations
in Bali, Sri Lanka, China and Mauritius
2012
Opened first managed hotel in Mauritius, Centara Poste Lafayette Resort & Spa Mauritius
100
keys
Opened Centara Hotel & Convention Centre Khonkaen
196
keys
Opened Centra Government Complex Hotel & Convention Centre Chaeng Wattana
204
keys
Acquired 3 management contracts in Thailand
307
keys
Acquired 2 management contracts in Vietnam and Maldives
308
keys
3,827
keys
Owned and joint venture total 15 hotels and resorts in Thailand and Maldives
Managed total 43 hotels and resorts in Thailand, Vietnam, Indonesia, Sri Lanka, India,
Maldives, China, and Mauritius
Total portfolio 58 hotels and resorts
7,393
keys
11,220
keys
013
CONTENTS
THE TERRACE
YOSHINOYA
OOTOYA
014
ANNUAL REPORT 2012
KFC
MISTER DONUT
CONTENTS
COLD STONE CREAMERY
Food Business
1978
)LUVWO\LQWURGXFHG³0LVWHU'RQXW´WR7KDLFRQVXPHUDVSLRQHHURI465EXVLQHVVLQ7KDLODQG
1984
Being authorized franchisee of KFC, the strong and widely accepted international brand.
1998
Entering snack segment in Thailand with the premium Soft Pretzel brand “Auntie Anne’s ” from the USA.
2007
Bringing in New Japanese Fast Casual Restaurant, “Pepper Lunch”.
2009
Being Authorized Franchisee of Beard Papa’s, Fresh ‘n natural cream puffs.
2010
Brought “Chabuton” Ramen into Thai market, which is “TV Champion chef’s Japanese Ramen restaurant”.
Being Authorized Franchisee of Cold Stone Creamery from the USA.
Opened Japanese Food restaurant in Thailand, “RYU Shabu Shabu”
Operated The Terrace Restaurant
Introduced Café Andonand, a Japanese styles finest coffee and fusion donuts café.
2011
Being Authorized Franchisee of Yoshinoya, the Authentic Japanese Rice Bowl
Acquired Thailand operations of the well-known Japanese Home Cooking Style Restaurant Ootoya
015
CONTENTS
THAILAND’S TOURISM INDUSTRY OVERVIEW
According to Bank of Thailand, the Thai economy in 2012 was stable and GDP grew 4.7% over 2011.
Part of the economic came growth from the restoration and renovation works by the private sector of the damages
caused by the floods in late 2011. The government’s consumption-stimulating measures and favourable political
climate also facilitated the over all economic performance of the country, as evidenced by the record performance
of the Stock Exchange of Thailand.
As for the tourism industry, Bank of Thailand’s Business Report, which is the compilation and analysis of
information obtained from private sector throughout the country, stated that the tourism industry in the first quarter of
2012 started to recover from the floods of 2011’s past quarter. The number of international tourists increased during
the high season. Although visitors from Europe and North America were down slightly as economic uncertainty in
these regions continued, visitors from the emerging markets such as China, Russia, India, Middle East and ASEAN
replaced the loss.
After the high season, tourism industry during the second quarter slowed down somewhat but improved
in the third quarter and continued to grow in the last quarter of the year. This was due to the increase in demand
for meetings and conferences by both government and private sectors. Moreover, businesses in many provinces
benefited from the increases of direct flights both domestic and international. Promotional campaigns conducted
by both private and public sectors also helped boost the tourism industry in all regions of Thailand.
According to the Department of Tourism, Ministry of Tourism and Sports, the number of international
arrivals in 2012 was 22.3 million, compared to 19.2 million in 2011, representing an increase of about 15.6%.
The average hotel occupancy was also up, from 57.5% in 2011 to 60.9% in 2012. Total revenue from foreign
tourists was Baht 965 billion, and the revenue from domestic tourists increased to Baht 500 billion. Together,
the total revenue from the tourism industry was higher than expected and registered a record-high at Baht 1.5
trillion (Baht 1,500 billion).
The strong performance in 2012 has increased the confidence of both the government and private sectors
to set targets for the number of international visitors and revenue from the tourism industry for following years. The
Tourism Council of Thailand (TCT) has expressed confidence that Thailand can attract 26.2 million international
tourists and achieve a total of two trillion Baht tourism revenue target in 2015, which is good for the hotel business
although revenue from accommodation establishments nationwide accounts for about one third of the country’s
entire tourism revenue.
The Thai Hotels Association (THA) has stated that it will push for tougher enforcement of hotel standards
and licensing as well as hotel development zoning, especially in the tourism destinations facing oversupply of
rooms, in order to help hotels throughout the country. According to THA, presently the room rates of Thai hotels are
among the lowest in ASEAN.
016
ANNUAL REPORT 2012
CONTENTS
HOTEL BUSINESS OVERVIEW
There are six different brands under the CENTARA Hotels and Resorts, namely:
Centara Grand Hotels & Resorts
Set in prime city and beachfront locations, all hotels and
resorts in the Centara Grand category are five-star, offering outstanding
facilities and service whilst assuring absolute value for our guests. Each
Centara Grand hotel has served restaurants, luxurious Spa Cenvaree
and fitness centre, along with sports and recreation facilities.
Centara Hotels & Resorts
Enjoying premium settings in city-centre locations and beach
and island destinations, our core range of hotels and resorts are all fourstar category and provide a memorable experience in both facilities
and service
Centara Boutique Collection
Our Boutique Collection is a series of distinctive properties
designed to an intimate scale, imparting a residential quality.
Centara Residence & Suites
Conveniently located to attract the corporate and the leisure
long-stay guest, there are two categories available, namely Centara
Grand, which is five-star category; and Centara, which provides a fourstar experience.
Centra Hotels & Resorts
Offers affordable hotels and resorts that provide a quality
experience designed to exceed expectations.
COSI Hotels
The latest brand from Centara, COSI Hotels is designed for
cost-conscious travellers who mostly do all their own bookings on-line
and who look for pocket-friendly accommodation prices.
017
CONTENTS
PERFORMANCE HIGHLIGHTS
In 2012, revenue from our hotel business increased from Baht 4,904 million in 2011 to Baht 6,473 million,
an increase of 32%, with profits growth of 30 times. Our 14 company-owned hotels and resorts generated revenues
that were up by 31.3% from the previous year to Baht 6,131 million, while revenues from hotel management fees
increased by 20.6% to Baht 164 million.
For our hotels in Bangkok, Centara Grand & Bangkok Convention Centre at CentralWorld set a record
high in revenue and profits from rooms, food and beverage, and from Bangkok Convention Centre. Centara Grand
at Central Plaza Ladprao Bangkok has shown positive signs with higher RevPAR and the hotel occupancy has
gradually picked up following the completion of its massive renovation.
The hotels and resorts in major tourist destinations have also shown strong performance. Centara Grand
Mirage Beach Resort Pattaya was a good example with record high revenues and earnings, with revenue increase
of 14% over the previous year, while profits increased by over 20%.
Centara Grand Beach Resort & Villas Hua Hin The resort witnessed good results, showing a clear
increase over 2011, and the overall performance of the hotel has proven successful with occupancy and RevPAR.
For the beach hotels in the Southern provinces such as Phuket, Krabi and Samui, although there were
concerns about the economic uncertainty in Europe, all hotels still achieved higher revenues than expected and
were also higher than the previous year. In 2012, three hotels in Phuket underwent rooms and exterior renovations,
namely Centara Villa Phuket, Centara Karon Resort Phuket and Centara Kata Resort Phuket. With all the
improvements, the performances of all three resorts were better than previous year in most areas of operations,
including rooms, spa, and food and beverage.
For the company-owned hotel outside of Thailand, Centara Grand Island Resort & Spa Maldives
experienced improved performance for the year and the best year since the opening of the resort due to increased
tourist arrivals to the Maldives in 2012. As a result, the company will open a second hotel in Maldives under the
name Centara Ras Fushi Resort & Spa Maldives in March 2013 which is also owned by the company.
GROUP BUSINESS DEVELOPMENT BY CENTARA INTERNATIONAL MANAGEMENT (CIM)
As Thailand’s leading hotel chain, Centara Hotels & Resorts is committed to enlarging its network across
Asia. In 2012, the Centara portfolio grew to 58 properties. Of these, 15 properties are owned and operated by
Centara Hotels & Resorts. There are 32 properties managed for third party hotel owners that are in operation. In the
coming year, Centara Hotels & Resorts expects to open 11 properties in Thailand, Indonesia, Sri Lanka, Mauritius
and Maldives.
The following is the development of Centara Hotels & Resorts in 2012.
Opening of managed Hotels and Resorts:
1.
2.
3.
4.
5.
Centra Government Complex Hotel & Convention Centre Chaeng Wattana (204 rooms)
Centara Hotel & Convention Centre Khon Kaen (196 rooms)
Centara Poste Lafayette Resort & Spa Mauritius (100 rooms)
Centra Coconut Beach Resort Samui (55 rooms)
Centara Sandy Beach Resort Danang (198 rooms)
New hotels management contracts:
1. Centra Coconut Beach Resort Samui (55 rooms)
2. Centara Sandy Beach Resort Danang (198 rooms)
3. Centara Hudhufushi Resort & Spa Maldives (110 rooms, open in 2014)
4. Centara Grand Modus Resort & Spa Pattaya (215 rooms, open in 2013)
5. Centara Koh Lan Resort & Villas (100 rooms, open in 2015)
018
ANNUAL REPORT 2012
CONTENTS
In December 2012, Centara Hotels & Resorts launched its economy hotel brand, COSI Hotels. Due to an
enormous growth in the travel industry and significant growth of low-cost airlines, travellers can now travel more
easily and conveniently. COSI Hotels aims for smart travellers with friendly prices, and in preparation for the AEC
in 2015. The first COSI Hotels property is expected to open in 2015.
Future business development of the company will continue to pursue expansion with “asset light” strategy.
The focused destinations will be in ASEAN, China, the Indian Ocean, Middle East, Australia and New Zealand.
CENTARA GRAND ISLAND RESORT & SPA MALDIVES
CENTARA KARON RESORT PHUKET
019
CONTENTS
GROUP MARKETING
5HERXQGLQJVWURQJO\IURPWKHIORRGFULVLVRI47KDLODQGHQMR\HGH[FHOOHQWKLJKVHDVRQGHPDQGLQ
4IROORZHGE\WKUHHTXDUWHUVRIVWURQJVDOHVJURZWK\HDURQ\HDU
Thailand’s visitor arrivals grew almost 16% to 22.3 million visitors in 2012, mainly from Chinese, Russian and Indian
markets.
Whilst the country saw less buoyant number from more traditional markets, Centara was able to enjoy
continued growth from such markets including UK at 14 %, France at 60 % and Germany at 40 %.
This is in part due to our policy of being close to the market with locally based sales infrastructure in all
core business generating locations; critical in times of leaner demand. In this regard, Centara Hotels and Resorts
has set up network including presence in UK, France, Germany, Russia, UAE, India, Japan, Hong Kong/China,
Vietnam, Australia and South Africa.
In 2012, Centara Hotels and Resorts also set up a Revenue Management business unit focused in yield
and inventory control to maximize our returns on available rooms, as well as providing valuable data for our growing
global sales force.
In addition, a dedicated Social Media unit was established to further develop and enhance the distribution
opportunities and provides data of our past and potential guests, with aim to engage, entertain and understand their
likes and needs as tastes change.
Our Social Media unit has gained incredible success in a very short time, recording the largest and most
popular Thai based fan base.
Within the year, we enjoyed a very successful launch of Centara Poste Lafayette Resort, our first of 3
properties on the vacation island of Mauritius. The resort opened to a very strong occupancy.
The pre-marketing activities conducted by the Group Marketing division were extremely active in 2012,
as a result of the fast growing number of properties joining the network in 2013/4. Active communication, marketing
and selling of new resorts is a process started at least 12 to 18 months prior to welcoming the first guests and
remains critical to the success of startup properties.
Finally, as previously reported, technology continues to lead. We launched a revamped website, mobile
applications and booking engine (B2C), together with an upgrade to our industry contacting system and booking
engines (B2B).
020
ANNUAL REPORT 2012
CONTENTS
RESTAURANT BUSINESS OVERVIEW
The year 2012 sees another significant achievement for Central Restaurants Group (CRG) exceeding its
own goals and breaking all past records. CRG, with a total of 677 stores and 12 brands, has increased its revenues
to 8.3 billion baht, up by 27.6% compared to 2011. The growth was achieved through the company’s effective
strategic plans as well as its flexible operations to adapt to changing circumstances.
Other than business achievements, CRG also received several recognition awards from KFC and Cold
Stone Creamery.
KFC: 2012 AMCHAM CSR Excellence Recognition from the American Chamber of
Commerce in Thailand
This award is for an organisation that shows its great support for CSR activities.
KFC: Trusted Brand 2012 from Reader’s Digest
KFC is voted by readers of Reader’s Digest in Thailand to be the most trusted brand
in 2012.
KFC: Cadenza Award # 11 from Restaurant Excellence Department of Yum Restaurants
International (Thailand) Co.,Ltd.
KFC earned this award for its CHAMPS, CBCC, and CMS scores being higher than targets.
Cold Stone Creamery: Golden Spade IPS Award Nominations from
Cold Stone Creamery, United States.
The brand earned this award because its new branch at Mega Bangna achieved the
highest sales for a new branch.
Cold Stone Creamery: Most Successful Marketing Promotion IPS Award Nominations
from Cold Stone Creamery, United States.
The brand won this award for its splendid marketing promotion.
Cold Stone Creamery: Best Community Focused Charity Program IPS
Award Nominations from Cold Stone Creamery, United States. The brand
earned this award for its CSR activity
021
CONTENTS
PERFORMANCE HIGHLIGHTS
In 2013, it is expected that the country’s economy will continue to grow. At the same time, competition in
the restaurant business continues to be intense. However, CRG is well prepared with well thought-out strategies
and implementation plans with regard to cost efficiency, service improvement, human resources development
and targeted marketing to take advance of Thailand’s economic growth.
Mister Donut
Mister Donut, the undisputed leader in the donut market with more than 60% market share, reinforces its
leadership by means of in-depth analysis of the changing market and consumer behavior which enables the brand
to fully understand and respond to the needs as well as sustaining its competitive advantages through innovative
products, effective brand communications and activations, and store coverage.
In 2012, Mister Donut celebrated the success of 33 years of operations by organising a “33rd Anniversary
Celebration” activity on 1 February 2012. The event featured a lucky draw to win prizes valued at over 3.3 million
Baht, including a Nissan March, Yamaha Fino motorcycles, iPhone 4, iPad 2, Mister Donut Premium Gold Card
for free donuts throughout the year, and many other prizes. Other fun activities included talk with celebrities, donut
decoration at “Donut I Do” corner with a popular actress, and an auction of masterpieces created by two celebrities.
All proceeds from the auction were donated to the Rajaprajanugroh Foundation under Royal Patronage to help
flood victims. In addition, Mister Donut celebrated “Donut Day” by giving away a “Free Pon De Ring Glaze”, with
200 pieces per branch worth over one million Baht to customers nationwide.
Last year, Mister Donut achieved an 11.6% increase from 2012 in total sales. As its main strategy, Mister
Donut introduced several new products that were well accepted by customers, such as Deluxe Parade, Jibi Do,
Pizza Do and Choco Fiesta at the end of the year. Additionally, a major marketing campaign named “12 varieties
at only at 10 Baht/piece” was launched. Mister Donut has also strengthened its brand awareness through TV,
BTS as well as in-store advertisements, websites, printed media and social networks to respond to new consumer
lifestyles.
Mister Donut added 24 new stores in 2012, with 289 stores at the end of year, spread across 68 provinces.
MISTER DONUT
022
ANNUAL REPORT 2012
CONTENTS
KFC
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number of 464 stores countrywide in 2012. Around 40% of the stores (181 stores) are operated by CRG while the
rest are operated by YUM Thailand (the parent franchisor of KFC).
In 2012, KFC continued to increase its revenue growth, with an increase of 17.4% over 2012. The brand
continued its focus on developing new menus in order to achieve consumer satisfaction for every meal occasion by
offering menus that fit with today’s urban lifestyle and the needs of a socialising world. A “breakfast day part” under
the name of “KFC AM”, started selling from 7am to 11am. Then came the “lunch day part” with two new menus,
“Twister” and “The Box”, to build visit frequency and increase relevancy among young workers during the weekday.
A value meal set lunch was introduced with three prices and a range of menu choices for consumer preference like
fried chicken, rice or burger. For the “dinner day part”, KFC focuses on promoting the hi-end Bucket to serve its
family target customers using thematic TVC to communicate on strengthening family bonding.
Apart from the activities mentioned above, KFC also focuses on all-day snacking, which is categorised into
Savory Snack and Sweet Snack in order to build KFC as an all-day snacking destination for everyone, especially
teens. This year KFC launched a new savoury snack, the Charger burger, and also continually promoted its sweet
snack Egg Tart throughout the year. A new beverage line Krushers was also introduced, to expand its customer
base as well as extend its all-day snacking concept.
Besides the menu variety, KFC emphasises on the relevancy of target consumer lifestyles as part of its
new positioning. New products and promotions were introduced to fulfill each target segment, such as the Bucket
promotion for families with children, snacks, ice cream, sweet snacks for teenagers etc. KFC continued to promote
the “Product Guarantee” campaign from the previous year to deliver the message of KFC menus that consumers
can trust. KFC expanded its stores in shopping malls, department stores, hypermarkets, supermarkets and other
retail locations in all communities/ areas in order to reach all target consumers in Thailand under the concept that
KFC will make lifestyles so good, hence the new slogan “KFC So Good!”
KFC
023
CONTENTS
Auntie Anne’s
With the intention of reaching the goal of “the best snack chain”, Auntie Anne’s success continued to
show remarkable results by finishing the year 2012 with a growth in revenue of 25% over the previous year. The
brand has maintained its leading position in the soft pretzel market for 15 consecutive years, since its inception
in Thailand. With the theme concept of “Truly Special Widely Selection”, five new products have been launched
through 2012, including Mozza Italian Pretzel, Extra Pretzel Dog and Super Pretzel Bites, all well received by
customers. Introduction of these products was effectively communicated to its target customers through several
media channels, such as TV commercials, transits media, magazines and social media. Additionally, Auntie Anne’s
membership programme has built a close relationship with its customers. The brand continued to expand through
hospitals such as Siriraj Hospital. The strategy of reaching the core target has been carried out in order to cover
more of the potential market.
With the great success and outstanding performance, Auntie Anne’s Thailand has been recognised and
certified with two Auntie Anne’s stores, namely Central Rama 9 and Siam Paragon, as Store Model and Training
Centre of the Asia Pacific region by Focus Brands Inc, the parent franchisor of Auntie Anne’s. CRG operated,
operated a total of 101 Auntie Anne’s stores in Thailand, the largest number of stores in a country outside USA.
Pepper Lunch
Pepper Lunch, a popular fast casual Japanese steak restaurant with five years of operations in Thailand,
improved its revenues by 34% from the previous year, with 16 stores of which stores were opened in 2012.
One of the key strategies of Pepper Lunch in 2012 was the transforming of its service model from counter
service to table service in order to increase brand value perception, and the convenience of customers. At the end
of 2012, 13 Pepper Lunch stores had transformed to the new service model, and the remaining stores will all be
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new Grand menu in 2012 with more offerings such as premium steak that highlights the new Rib Eye steak from
Australia, curry rice category, pasta category and pepper rice with a new recipe of beef.
The reinforcement of Pepper Lunch’s Japanese DIY teppan restaurant concept, through various media
channel with partners, social media and online media throughout the year, has resulted in increasing the customer
base.
PEPPER LUNCH
024
ANNUAL REPORT 2012
CONTENTS
Beard Papa’s
Beard Papa’s, the “World’s Best Cream Puffs” operated by CRG since 2009, grew 28% over 2011. During
2012, Beard Papa’s introduced several new products that were well accepted by customers, such as Mocha
Almond Cream Puff, Matcha Cream Puff, and Royal Milk Tea Cream Puff.
Apart from this, Beard Papa’s initiated the special promotion Friday Bonus to create product trials and
gain new customers. The brand also introduced member card to improve visit frequency and brand loyalty.
Beard Papa’s has strengthened its brand awareness by introducing a new image through social network
activities, PR, printed media and in-store activities. In addition, Beard Papa’s added four new stores in 2012 in
order to reach more customers.
Chabuton
Chabuton Ramen, the Japanese TV celebrity chef’s only ramen brand in Thailand, has been very popular
and widely known amongst Thai ramen lovers since 2010. Mr Yasuji Morizumi, the “King of Ramen” chef from TV
Champion, in Japan, created this premium brand and one of his ramen restaurants was the first ramen restaurant
to appear in the Michelin Guide.
Chabuton has shown extraordinary achievement with a revenue growth of 60% over 2011. Apart from
Chabuton’s signature ramen menus, which include Tonkotsu Ramen, Shio Tonkotsu Ramen, Shoyu Ramen, Shoyu
Zaru Ramen, and Tonkotsu Miso Ramen, in 2012 Chabuton introduced a new menu, with Wafu Hiyashi Torisoba,
Tori Uma Ramen (Tasty Chicken Collagen Ramen), and Spirulina Ramen which again have been well accepted by
customers.
Chabuton added five new stores in 2012 with total 12 Chabuton stores at the end of 2012.
AUNTIE ANNE’S
CHABUTON
025
CONTENTS
Cold Stone Creamery
Cold Stone Creamery, the first super premium ice cream mix-ins from the USA, has the exclusive signature
of its American rich flavour and a unique serving style that have gained the brand enormous success worldwide.
For Cold Stone Creamery, Thailand is ranked 15th in the world and 6th in Asia.
Cold Stone Creamery was established in Thailand in 2010 with first store at CentralWorld and quickly
gained popularity. At end of 2012, CRG had 10 Cold stone in Bangkok with 65% revenue growth over 2011
increasing 65%.
In 2012, Cold Stone Creamery aimed to serve a greater variety of customers by launching new seasonal
products e.g. Ice Cream Moon Cake, a moon cake stuffed with ice cream mix-ins, which is a new creation in Thailand
and which has hit the market well. Next step taken was the proactive strategy of implementing social network
marketing to gain customers’ involvement. In 2012, the brand received three awards from IPS (International Partner
Summit), namely Best Community Focused Charity Programme Award, Most Successful Marketing Promotion
Award, and Golden Spade Award.
RYU Shabu Shabu
RYU Shabu Shabu, CRG’s own brand, was launched in March 2010 at Siam Square. The Japanese style
shabu shabu with an “all you can eat” concept is customarily served with traditional gourmet soups such as the
Katsuobushi Dashi Soup and the Osaka-styled Kombu Dashi Soup.
RYU introduced several new menu items as well as special promotion activities during 2012, such as
“come 4 pay 3” and “come 4 get 15% discount” which were well received by customers.
RYU Shabu Shabu also gained popularity among targeted consumers for its freshness, great taste and
reasonable price. The Ryu Shabu Shabu Osaka-style concept was reinforced through various media channels
such as food reviews in newspapers, releases in magazines, and social media.
RYU SHABU SHABU
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ANNUAL REPORT 2012
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The Terrace
In 2012, The Terrace rolled out several menu campaigns that helped create excitement for the brand,
including the “Spicy”, “Seafood”, and “Let’s Be Healthy “Campaign.
There was also promotion of the concept “Feel Greenery Feel The Terrace” through various media channels such
as food reviews in newspapers, magazines, TV, cable TV and social media.
The Terrace added two new restaurants at Central Grand Rama 9 and Central Rama 3, making total 10
The Terrace restaurants at end of 2012.
Yoshinoya
Central Restaurants Group launched its new brand Yoshinoya in August, 2012 at Central Plaza Ladprao.
Yoshinoya is the original beef bowl and rice bowl restaurant chain from Japan. Its beef bowl, also known as Gyudon,
is Japan’s oldest beef bowl, originating in the Meiji era in 1899. Nowadays, Yoshinoya has more than 1,700
branches in eight countries: Japan, USA, Indonesia, Singapore, Philippines, Taiwan, Hong Kong, and Thailand.
In 2012, Yoshinoya offered several new menus and condiments such as spicy beef/pork yakiniku, spicy
chicken kara-age, and onsen egg. In addition, several set promotions were successfully introduced. Yoshinoya
continued its growth by expanding from three to nine stores in Bangkok and vicinity.
THE TERRACE
027
CONTENTS
Ootoya
Central Restaurants Group took over the Ootoya business in Thailand in September 2011. The brand is
well accepted as a premium Japanese chain restaurant in the market. Ootoya positioned itself as a home cooking
Japanese restaurant to differentiate from other Japanese restaurants. The brand prides itself in providing the best
dining experience for all, with additive-free foods and well-balanced dishes. The signature style of cooking includes
the use of special charcoal for grilling. The rice absorbs minerals from the charcoal, and the infrared particles
emitted during the cooking process help make the rice sticky.
In 2012, one new Ootoya was opened at Mega Bangna shopping complex, taking the total to 36 restaurants,
all in prime locations in Bangkok. Ootoya operates three types of business model: Ootoya Gohandokoro is full
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is a kiosk for take-away.
After eight years of success in Thailand, having been established on 2005, Ootoya is stepping into the
delivery business, delivering to the Bangkok area through CRG’s Central number 02-6633888. Ootoya is also
continuing to develop authentic menus to serve Japanese food lovers under the philosophy of “Taste the Freshest
Japanese Foods in Japanese Mom-Made Style”.
OOTOYA
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ANNUAL REPORT 2012
CONTENTS
BUSINESS DEVELOPMENT
The year 2012 was a bright one for Thailand’s retailing industry after the flooding crisis in 2011. Many
government policies contributed to domestic spending which played an important role in supporting the economic
recovery.
Even though the Retail and Wholesale Business Act still regulates the growth of modern mass retailers
and has slowed down large-scale shopping mall expansions, there remained room for growth in 2012. The Act itself
drove retailers towards further expansion in the increasingly popular small to medium-size retail outlet segment in
2012. New shopping malls with smaller models, friendlier concepts, and more impressive designs continued to be
opened, aiming to maintain market share and keep up with modern Thai customers’ tastes and demands.
CRG enhanced its leadership in Thailand’s food services business in 2012 by having 677 stores across
the country, as of December 31, 2012. CRG expanded its business into every type of retail developments: shopping
malls department store, community malls, hypermarkets, Supermarkets, as well as stand-alone, Location. 74 new
stores were opened countrywide across all brands in 2012. The continuing challenge for CRG lies in the consumer
behaviour, which has become increasingly more difficult to understand and predict, due largely to the proliferate
social media and changing lifestyles.
In anticipation of the ASEAN Economic Community in 2015, which is likely to create more demand for
retail business, CRG is well prepared in expanding its businesses to support future demand. This was achieved
by establishing new networks with Thailand’s main retail developers, who are gearing up for the opening of largescale retail projects in other cities in Thailand, especially in border provinces where their people from neighboring
countries are viewing Thailand as a shopping destination. These include cities such as Chiang Mai, Udon Thani,
Songkhla (Hat Yai), Lam Pang, and Surat Thani.
Progress in 2013 and beyond will see an evolution in how retailers create value for consumers and
shareholders. “One Store Fits All” is going out of style. Retailers will be segmented to meet the niche demands
of consumers. The ASEAN Economic Community when it comes into effect will bring about huge changes in
Thailand’s retail landscape, especially with new international retailers entering the market.
To cope with the change and more intense competition stirred up by new international players, CRG in
particular has an aggressive expansion plan, including market expansion, and new customer outreach formats.
Caution will be taken in selecting strategic locations to ensure the success of the business expansion, and good
performance of the new brands launched. Implementation of CRG’s brands stands apart from other competitors,
and exploring new avenues of growth will be considered.
029
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SUSTAINABLE DEVELOPMENT
Hotel Business
Sustainable Development Values
Being a good, socially responsible corporate citizen is a vital part of the values of Centara Hotels &
Resorts. We are committed to strive for sustainable business development with integrity and social responsibility, in
conformity with UNESCO’s development policy and the government’s National Economic and Social Development
Plan. Both give importance to the practice of social responsibility to ensure benefits be equitably shared between
stakeholders including customers, shareholders, business partners, employees, surrounding communities, and
philanthropic organisations, for a better society at large.
Sustainability Approach
To ensure that our social responsibility management is in line with our sustainability visions and
commitment, the company has established a sustainable approach that is detailed as follows:
1. Corporate social responsibility policy with clear objectives and detailed framework is clearly defined
and implemented by the company’s chief executive officer and board of directors to ensure companywide practice.
2. Corporate social responsibility committee is in charge of defining policy and operation guidelines
for undertaking social activities as well as considering linkage and progress of operation plans. The
achievement is then summarised and included in the company’s sustainability report presented to the
Stock Exchange of Thailand.
3. Central committee for sustainable development comprises of management from relevant units
including human resource, finance and accounting, maintenance, operation as well as corporate
communications department to ensure operational standards meet or exceed local and international
legislative environmental requirements.
4. Comprehensive company-wide communications ensure that every employee is fully aware of the
sustainability policy and contributes through positive engagement.
5. Sustainable development and corporate social responsibility is publicised to solicit cooperation from
the surrounding communities, business partners, shareholders, media, and charitable organisations.
6. Stakeholders’ benefits are taken care of by careful application of corporate social responsibility
policy to ensure that the policy is effectively implemented and is truly beneficial to the stakeholders and
communities at large.
The above approach is designed to drive Centara Hotels & Resorts to sustainable development under
the management of Central Plaza Hotel Public Company Limited. The company, together with the Central Group,
divides the basic sustainable development into four parts; namely Cultural Diversity, Social Equity, Environmental
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elements with the strong belief that corporate responsibility towards our environment and our society is beneficial
for the future of the country. This is done through a number of projects, which in 2012 included:
Central Cultural Project supports religion-related activities including the recent 2,600th Buddha Jayanti
celebration to commemorate the 2,600th anniversary of Lord Buddha’s Enlightenment, held between
May 31st and June 4th, 2012 at Wat Pathum Wanaram.
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ANNUAL REPORT 2012
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Central Development Project provides funding for the construction of several Thai schools and materials
for classroom use, making them the community educational centres. In 2012, five schools were funded
including Thongchai Wittaya School, Muang district, Lumpang; Baan Klong Sa School, Kanchandit
district, Surat Thani; Baan Taak Dad School, Trakarnpeuchpon district, Ubon Rachathani; Baan Lae Po
Dei Border Patrol School, Mae Wa Luang sub-district, Tha Song Yang district, Tak; and the Border Patrol
School at Baan Nong Yai, Roong sub-district, Kantararak district, Sri Saket.
Central Health Care Project arranges monthly health check-up service at no cost for users at the Police
Hospital.
Central Disaster Relief Project distributed 10,000 blankets to needy people in distressed areas and
donated 2,600 survival bags to a number of organisations in 2012.
Central Community Development Programme:
Sum Soong Model in Khon Kaen (three-year project) is a pilot project in cooperation with Central Group
of Companies. Commencing in 2010, this community development programme has empowered many
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donation ceremony to the
Prostheses foundation of
HRH the Princess Mother
local farmers. The programme helped a number of farmers cut the usual planting-to-harvest cycle from
eight months down to four. The initiative also taught farmers to add organic vegetable crops during the
usual non-growing season, providing a welcome source of income during a normally difficult time.
Mon Mai at Baan Hua Fai, Chonabot district and Baan Nong Ya Plong, Munjakiri district, Khon Kaen
is a career development programme that provides funding to support local Thai silk weavers in terms of
training, designing and colouring to ensure that production suits market demand. The programme also
includes loans for the members.
Agriculture development programme with Som O Khao Yai in Samut Songkram, Nang Lae pineapple
in Chiang Rai, Luempua sticky rice in Tak, Sang Yod rice in Pattaloong, and Khao Jib in Buriram is a threeyear project that began in 2012. The programme helps farmers improve and increase agricultural produce
by training and providing financial support as well as arranging for the packaging design, marketing, and
distribution of the agricultural produce.
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CONTENTS
Community Forest for Ecology Study at Mae Pok Forest, Lee district and Mae Ta Pa Pao Forest, Mae
Ta district, Lumpoon is a three-year project in which Centara Hotels & Resorts, together with Central
Group of Companies, provides financial assistance, training and raising awareness in natural resources
Centara Happy Memory for the
Kids of Klong Toey
preservation to people in the community to ensure sustainable benefits towards the local communities.
The support includes reforestation and transforming to a centre of ecology education, installation
of water purifier to ensure hygienic drinking water supply, building of earthen houses for home-stay
tourism development, and tourist guide training for people in the community, as well as learning to grow
ecologically appropriate plants.
Besides the projects in coordination with the Central Group of Companies, Centara Hotels & Resorts has
initiated a number of projects focusing on human resources development and reduction of environmental effects,
which are keys to sustainable growth of both organisation and country.
Development of Human Resources
Realising that people are the engine that drives business, supports national competitiveness and ultimately
on the strength of the economy, Centara Hotels & Resorts continues placing emphasis the development of human
resources through a variety of programmes and activities as outlined below:
Four Cs: Centara Career Creation for Children: This development programme was originally derived from
the Youth Career Development Programme (YCDP). However, as a result of UNICEF’s discontinuation to
grant support, the company decided to maintain this programme aiming to advocate sustainable careers
amongst Thai youth. Later, the company launched the programme with partial financial support given
by the Department of Skill Development. Upon the completion of the programme, students have been
employed in different properties of Centara Hotels & Resorts. Up to the present, more than 160 students
from the programme are full-time staff at different properties within Centara Hotels & Resorts.
Memorandum of Understanding (MOU) with 36 universities in Thailand for the acceptance of interns.
This is a crucial part of developing a new workforce through the establishment of a network with 36
universities and colleges, such as Sripatum University, Nakorn Phanom University, Ubon Rachathani
032
ANNUAL REPORT 2012
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University, Songkhla Nakarin University, Sakon Nakorn Rajabhat University, Payup University,
Kampaengphet Rajabhat University, Trat Technical College, and Chiang Mai Vocational College.
Acceptance of Overseas Trainees. Apart from local universities and colleges, the company has also
accepted hospitality management students from prestigious institutes such as Glion Institute of Higher
Education, Les Roches International School of Hotel Management, Switzerland, University of Stenden,
The Netherlands, and Erasmus College of Hospitality, Belgium. The programme offers the students
six months’ training in both front-of-the-house and back-of-the-house areas. A few participants in the
programme became full-time staff at Centara Hotels & Resorts after training.
Management Development Programme (MDP) is a career development programme for potential hotel
executives. In 2012, the company signed an agreement with Dhurakij Pandit University. The programme
includes five-month course at Dhurakij Pandit University followed by two months of on-the-job training at
selected properties of Centara Hotels & Resorts, finished with seven months training with Swiss College
of Hospitality Management Lenk in Switzerland. Up to the present, 57 participants of the programme,
including first-year participants, have worked at selected Centara Hotels & Resorts properties. Some
participants who may not be able to go abroad for training but have high potential can join the Fast
Track Development Programme, which offers six months of training in various departments, with
comprehensive assessment. Upon completion of the programme, the participants will be promoted to
4 Cs : Centara Career Creation
for Children
supervisors, assistant managers, or managers. Each year the programme is well attended, with more
than 300 participants.
Standards for Good Practice in Human Resources and Training Projects ensure that Centara Hotels
& Resorts properties in different locations operate under the same standards. Initiated in 2012 by the
human resources department, each property will undergo comprehensive assessment and if any of them
are not up to the standards they will be re-assessed until the standards are achieved.
Synergised Human Resources Projects is held in collaboration with other business units of Central
Group of Companies. The first collaborative project is the establishment of a Career Training Centre at
which certain generic training programmes are conducted for the participants from each business unit.
Create Partnership Agreement with local and national government agencies, international organisations
and companies throughout the supply chain helps strengthen environmental and sustainability practices
on a wider scale. Centara’s partnership with ECPAT (End Child Prostitution, Child Pornography and
Trafficking of Children for Sexual Purposes) reflects the company’s commitment to ending the commercial
sexual exploitation of children. The company officially adopted the Code of Conduct for the Protection
of Children from Sexual Exploitation in Travel and Tourism drawn up by ECPAT and the World Tourism
Organisation and has established the principles for an active policy to combat child sex tourism. By
signing up for this initiative, Centara is committed to training its employees and to boosting customer
awareness on this important issue.
033
CONTENTS
Managing Environmental Impacts
Centara Hotels & Resorts has been actively promoting environmental sustainability for many years with
the aspiration of operating green hotels. The company encourages positive engagement among employees in
reduction of energy use and protection of the environment. During the past year, the company has initiated many
environment-related projects.
An energy-saving committee was set up at the corporate level to ensure that properties throughout the
group control, monitor, and evaluate their energy usage and that state-of-the-art technologies are installed to
reduce energy usage and protect the environment. Wastewater is treated and used within the hotels for functions
such as air-conditioning and for watering the grounds, while solid wet waste is processed for biogas and organic
fertiliser, and wastepaper and fabrics are recycled. Regular programmes are held for staff to encourage individual
initiatives and to promote knowledge, while guests are given every opportunity to take part in various activities.
Actions taken include:

Installation of solar water heaters and heat recovery system to use the warm air emission from air
conditioners to heat water within the properties. This helps reduce energy usage and results in significant
reduction of electricity costs;

Installation of energy saving light bulbs within the properties;

Ozone laundry system to replace the traditional laundry method. The wastewater requires no special
treatment with chemical agents and can be reused for the hotels’ herbal plots;

Campaigning against usage of plastic and foam food containers and changing to ecologically friendly
food containers;

Reduction of paper use by recycling and introducing e-document system;

Discontinuing use of plastic bags for laundry and newspaper distribution at all properties;

Boiling leftover soaps from guest rooms for washing the floor-cleaning mops;

Growing herbal plants and vegetables and attaching name tags of each plant both in Thai and English.
This is not only an opportunity to showcase healthy local herbs and a source of healthy ingredients for
cooking, but also serves as decoration in place of costly flowers;

Participating in local and international environmental organisations winning numerous in awards and
certificates for conservation. This reflects the company’s consistent and continuing efforts to sustainably
manage the environment. Awards and certificates received include Thailand Tourism Award for 10
consecutive years, EarthCheck Silver and Bronze status from the Pacific Asia Travel Association, the
Green Leaf Smoke Free Hotel Certificate from the Green Leaf Foundation, ASEAN Green Hotel and Thai
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Companies all over the world have been playing an increasingly important role in sharing and promoting
the principles of sustainability both within their organisations and their broader communities. More people have
adapted their lifestyle in response to growing pressures on the environment and as a result their expectations and
choices of travel destinations and experiences have also evolved. It is important for the company to be able to
respond to customers’ environmental choices and changing expectations on responsible tourism.
Centara Hotels & Resorts has therefore advanced its commitment to protecting the environment by
undertaking the benchmarking with EarthCheck, a leading international centre for scientific excellence in sustainable
tourism, using programme aimed at reducing carbon footprint and ensuring the environmental sustainability for
growth and development. Centara properties were assessed against these EarthCheck benchmarking indicators
and checklists:

Greenhouse Gas Emissions

Energy Efficiency, Conservation and Management
034
ANNUAL REPORT 2012
CONTENTS

Management of Freshwater Resources

Ecosystems Conservation and Management

Management of Social and Cultural Issues

Land Use Planning and Management

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Wastewater Management

Solid Waste Management

Management of Environmentally Harmful Substances
Ten Centara properties currently hold EarthCheck Bronze and Silver status and the company is on track
to expand the achievement and upgrade to the higher status across all properties. The company’s commitment to
reducing environmental impacts is total and well adopted throughout the organisation. Centara Hotels & Resorts
also invites guests to participate in the programme by reducing the changing of towels and bed sheets, and making
donations for environmental NGOs.
RESTAURANT BUSINESS
Development of Human Resources
Central Restaurants Group’s human resource development programmes focus on functional trainings
according to the specific needs for strategic business development and growth. The Career Path programme
encourages store employees to progress in their career as part of the company’s employee development and
retention policy. A number of functional training courses have been initiated to ensure positive engagement in
corporate visions, missions, strategic plans and goals.
In addition, Central Restaurants Group (CRG) has established human resources development projects in
collaboration with other business units within Central Group. The main purpose of the project is to raise awareness
of the job opportunities available for internal employees whom the company expects to retain. It is crucial to build a
happy and satisfying work environment, within the aim of making CRG the employer of choice among management
and job seekers.
Development of Social and Communities
Being a good corporate citizen is one of CRG’s policies. CRG took part in one of the main social
contribution activities of Central Group, the Hygienic Kitchen project, which was one of many projects initiated in
2012. The project is an important part of Central Group’s educational development programmes with the aim of
enhancing quality of life for less-privileged students. Besides providing necessary crockery for needy schools, CRG
campaigns on food safety, which is crucial to promote healthy eating. In 2012, the Hygienic Kitchen project has
operated in three schools, namely Thongchai Wittaya, Lumpang; Klongsa School, Surat Thani; and Baan Tak Dad
School in Ubon Ratchathani. Among these, two schools are maintaining these programmes through 2013.
035
CONTENTS
REPORT OF THE AUDIT COMMITTEE
To: Shareholders of CENTRAL PLAZA HOTEL plc.
The Audit Committee of Central Plaza Hotel plc. consists of 4 Independent Directors, all of who possess
WKHTXDOL¿FDWLRQVDVUHTXLUHGE\WKH6WRFN([FKDQJHRI7KDLODQG6(7DQGDUHIXOO\LQGHSHQGHQWLQGLVFKDUJLQJ
their responsibilities in full compliance with the Charter of the Audit Committee.
Subsequent to the resignation of Mr. Vichate Tantiwanich as an Independent Director and Audit Committee
member, the members of the Audit Committee were appointed by the resolution of the Company’s Board of Directors
at the meeting held on May 14, 2012. Thus, the current Audit Committee comprises of Mr. Bhisit Kuslasayanon
(acting as the Chairman), Dr. Chanvitaya Suvarnapunya, Mr. Vichien Tejapaibul, and Mr. Kanchit Bunajinda
'XULQJWKH¿QDQFLDO\HDUWKH$XGLW&RPPLWWHHKHOGDWRWDORIPHHWLQJV(YHU\PHPEHUDWWHQGHGDOO
Audit Committee meetings, with the exception of Mr. Bhisit Kuslasayanon and Mr. Vichien Tejapaibul both whom
were absent for one meeting each due to other important commitments. These meetings were also attended by
'LUHFWRU RI WKH ,QWHUQDO$XGLW *URXS DQG H[WHUQDO$XGLWRUV RI WKH &RPSDQ\ DQG DV VSHFL¿FDOO\ UHTXLUHG E\ WKH
respective agenda items being considered, by senior Corporate Management or senior Management of Subsidiary
FRPSDQLHVDQGRWKHULQYROYHGPDQDJHPHQWVWDIILQRUGHUWRFODULI\GHWDLOVRUJLYHWKHLURSLQLRQVWKDWZHUHEHQH¿FLDO
to the Company’s operations.
Details of all discussions and resolutions made at all these Audit Committee meetings were recorded and
submitted to the Board of Directors for their information and consideration, which can be summarised as follows :
4XDUWHUO\DQGDQQXDO¿QDQFLDOVWDWHPHQWVIRU
7KH$XGLW&RPPLWWHHKDVUHYLHZHGWKH&RPSDQ\¶V4XDUWHUO\DQG$QQXDO)LQDQFLDO6WDWHPHQWVIRUWKH¿QDQFLDO
year 2012, as well as has discussed them with the external Auditors and the Management members responsible
for their preparation. We have assessed their accuracy and full compliance to accepted accounting practices, and
UHYLHZHGDQ\DGMXVWPHQWVZKLFKPD\KDYHDQ\VLJQL¿FDQWLPSDFWVRQLPSDFWRQWKHUHVSHFWLYH¿QDQFLDOVWDWHPHQWV
together with any comments from the external Auditors before presenting them to Company’s Board of Directors
for their consideration and approval. Moreover, the Audit Committee has also held a closed-door meeting with the
external Auditors but without any member of the Company’s Management being present; whereby the external
$XGLWRUVUHSRUWHGDQGFRQ¿UPHGWKDWWKHUHKDYHQRWHQFRXQWHUHGDQ\RSHUDWLRQDOHUURUVLVVXHVRULUUHJXODULWLHV
as well as have always received full cooperation from the Management group
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Financial Statements have been prepared and presented in a manner and process that are in accordance with
generally accepted accounting standards and principles.
2. Internal Controls System
The Audit Committee, together with both the internal audit group and the external Auditors, has reviewed
the Company’s internal controls system during each quarter of 2012. Based on the internal audit reports, the
responsible executives have already corrected any issues in accordance with their recommendations. Also based
RQFORVHDQGUHJXODUIROORZXSRQWKHVHFRUUHFWLYHDFWLRQVQRIXUWKHUVLJQL¿FDQWLUUHJXODULWLHVKDYHEHHQIRXQG
The Audit Committee has reviewed and approved the annual internal audit plans that are based on risk-based
audit activities and focused on the current operations of the Group of Companies, the scope of which encompasses
the various key operating procedures as well as associated key risks factors. Additionally, the Audit Committee has
regularly commented and given recommendations on the techniques and know-how of being professional internal
auditors, in order to continually improve and develop the internal audit functions of the Company.
036
ANNUAL REPORT 2012
CONTENTS
3. Compliance with the applicable securities laws and associated SET regulations
7KH$XGLW&RPPLWWHHWRJHWKHUZLWKWKH/HJDO$IIDLUV'HSDUWPHQWWKH,QWHUQDO$XGLW*URXSDQGWKH2I¿FHRI
the Company Secretary, has reviewed that the Company’s operations are in accordance and fully comply with all
the securities laws and associated SET regulations as well as any laws relating to the Company’s businesses.
It has concluded that Company has properly and appropriately ensured that all its operational activities and
dealings with external parties have fully complied with all the applicable legal and regulatory requirements
7UDQVDFWLRQVZLWK3RWHQWLDO&RQÀLFWRI,QWHUHVWV
The Audit Committee has assessed and reviewed, on a quarterly basis, all business transactions involving any
related parties and/or related companies.
It has determined that the Company has used both prices or fees as well as applicable terms and conditions
EHWZHHQVXFKSDUWLHVZKRPD\KDYHDFRQÀLFWRILQWHUHVWVLQDIDLUDQGOHJDOPDQQHUDQGRQWKHVDPHEDVLVDV
WKRVHXVHGIRUH[WHUQDOSDUWLHVLQDQRUPDOEXVLQHVVWUDQVDFWLRQDVZHOODVKDVVXI¿FLHQWO\DQGFRPSOHWHO\UHSRUWHG
such transactions in full accordance with the legal and regulatory requirements.
5. Risks Management Review
The Audit Committee, together with the Risk Management Committee (that consists of the Company’s senior
Executives), has, on quarterly basis, continued to closely monitor the progress of the risks management activities,
IRFXVLQJRQWKHLGHQWL¿FDWLRQFDWHJRULVDWLRQDQGDVVHVVPHQWRIDOOULVNVWRJHWKHUZLWKWKHHIIHFWLYHPDQDJHPHQW
of any situations involving high risks.
It has concluded that the Company has appropriately monitored all risks in accordance with the risks
PDQDJHPHQWIUDPHZRUNDQGSROLFLHVDVGHWHUPLQHGE\WKH5LVN0DQDJHPHQW&RPPLWWHHVRWKDWWKHLGHQWL¿HG
ULVNVWKDWFRXOGKDYHDQ\VLJQL¿FDQWLPSDFWIRUWKH&RPSDQ\KDYHEHHQHIIHFWLYHO\PDQDJHGRUPLQLPLVHGWR
acceptable levels.
6. Appointment of external Auditors for the year 2013
During the past year, the Audit Committee has reviewed the performance of the external Auditors, taking
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independence in making observations and recommendations, as well as the outputs from each auditor. We have
found them all to be satisfactory and acceptable. Additionally, the Audit Committee has reviewed the appropriateness
of the remuneration for the external Auditors.
We, therefore, recommend that the Board of Directors submit, for consideration and approval at the Annual
General Shareholders Meeting, the proposed appointment of Mrs.Nattaporn Phan-Udom (CPA No.3430), or Mr.
Paiboon Tankoon (CPA No. 4298) or Miss Sakuna Yamsakul (CPA No.4906) from PricewaterhouseCoopers ABAS
/WGDVWKH&RPSDQ\¶VH[WHUQDO$XGLWRUVIRUDQRWKHUWHUPIRUWKH¿QDQFLDO\HDUWRJHWKHUZLWKDSURSRVHGWRWDO
audit fee of Baht 1,447,000 (one million, four hundred and forty-seven thousand).
In summary, the Audit Committee is of the opinion that the Board of Directors and the responsible Executives
of Central Plaza Hotel plc. are strongly committed to perform their duties, so that the Company can achieve
its plans and targets, in a professional manner; that the external Auditors have carried out their responsibilities
DSSURSULDWHO\DQGZLWKIXOOLQGHSHQGHQFHWKDWWKHULVNVPDQDJHPHQWDFWLYLWLHVDVZHOODVLQWHUQDO¿QDQFLDOFRQWUROV
V\VWHP DUH ERWK HIIHFWLYH DQG VXI¿FLHQW DQG WKDW WKH SULQFLSOHV RI JRRG FRUSRUDWH JRYHUQDQFH KDYH EHHQ IXOO\
complied to.
On behalf of Audit Committee
Mr. Bhisit Kuslasayanon
Chairman, Audit Committee
February 11, 2013
037
CONTENTS
REPORT OF THE NOMINATION AND COMPENSATION COMMITTEE
In 2012, the Nomination and Compensation Committee has performed its duties and responsibilities under its
Charter by held four meetings, with a summary of the meetings as follows:
1. &RQVLGHULQJ DQG UHFUXLWLQJ TXDOL¿HG FDQGLGDWHV IRU GLUHFWRUVKLS DQG VXEPLWWLQJ WKHP WR WKH %RDUG RI
Directors and Shareholders’ meetings for their consideration and nomination to replace the directors
retired by rotation in 2012.
2. Considering the 2012 compensation for the Board and its subcommittees, consisting of Audit Committee,
Nomination and Compensation Committee and submitting it to the Board and Shareholders’ meeting for
consideration and approval, taking into account their responsibilities and performance, compared within
industry peers and the shareholders have approved it as proposed.
3. Considering the succession plan for the Company’s senior executives.
4. Considering the remuneration for senior executives.
5. Considering and giving opinion on human resource policies and work processes.
6. &RQVLGHULQJGHWHUPLQLQJJRDOVHWWLQJDQGSURYLGLQJSHUIRUPDQFHDVVHVVPHQWIRU&KLHI([HFXWLYH2I¿FHU
7. Considering and reviewing duties and responsibilities, as well as performance under the Nomination and
Compensation Committee Charter.
The Nomination and Compensation Committee has performed its assigned duties independently and properly
IRU WKH KLJKHVW EHQH¿W RI WKH &RPSDQ\ VKDUHKROGHUV DQG RWKHU VWDNHKROGHUV 7KH &RPPLWWHH KDV UHSRUWHG LWV
VXPPDUL]HGSHUIRUPDQFHDQG¿QGLQJVWRWKH%RDUGRI'LUHFWRUVIRULWVDFNQRZOHGJPHQWHYHU\WLPHV
Dr. Chanvitaya Suvarnapunya
The Nomination and Compensation
Committee Chairman
038
ANNUAL REPORT 2012
CONTENTS
REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR
FINANCIAL STATEMENTS
The Board of Directors of Central Plaza Hotel Publi
Public Company Limited (“the Company”) is responsible for the
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VXEVLGLDULHVDVZHOODV¿QDQFLDOLQIRUPDWLRQLQWKHDQQXDO
UHSRUW7KH¿QDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGLQDFFRUGDQFHZLWK7KDL)LQDQFLDO5HSRUWLQJ6WDQGDUGV7KH
UHSRUW7KH¿QDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGLQ
FFRUGDQFHZLWK7KDL)LQDQFLDO5HSRUWLQJ6WDQGDUGV7KH
policies pursued are deemed appropriate and applied consistently
c nsistently and conservation judgment and best estimate
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¿QDQFLDO
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statements.
The Board of Directors has appointed an audit committee
ttee comprising independent directors to provide effective
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VXUHWKDWDFFRXQWLQJUHFRUGVDUHDFFXUDWHFRPSOHWHDQG
timely, to prevent fraud and materially irregular operations.
s. The views of the Audit Committee are reported in the
Committee’s report in this annual report.
In this regard, the Board of Directors is of an opinion that internal control systems of the Company are in
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statement of the Company and its subsidiaries as at December 31, 2012.
Mr. Suthikiati Chirathivat
Mr.Thirayuth Chirathivat
&KLHI([HFXWLYH2I¿FHU
039
CONTENTS
AUDITOR’S REPORT
To the Shareholders and the Board of Directors of Central Plaza hotel Public Company Limited
,KDYHDXGLWHGWKHDFFRPSDQ\LQJFRQVROLGDWHGDQGFRPSDQ\¿QDQFLDOVWDWHPHQWVRI&HQWUDO3OD]DKRWHO3XEOLF
Company Limited and its subsidiaries and of Central Plaza hotel Public Company Limited, which comprise the
FRQVROLGDWHGDQGFRPSDQ\VWDWHPHQWVRI¿QDQFLDOSRVLWLRQDVDW'HFHPEHUDQGWKHUHODWHGFRQVROLGDWHG
DQGFRPSDQ\VWDWHPHQWVRIFRPSUHKHQVLYHLQFRPHFKDQJHVLQVKDUHKROGHUV¶HTXLW\DQGFDVKÀRZVIRUWKH\HDU
WKHQHQGHGDQGDVXPPDU\RIVLJQL¿FDQWDFFRXQWLQJSROLFLHVDQGRWKHUQRWHV
Management’s Responsibility for the Financial Statements
0DQDJHPHQWLVUHVSRQVLEOHIRUWKHSUHSDUDWLRQDQGIDLUSUHVHQWDWLRQRIWKHVH¿QDQFLDOVWDWHPHQWVLQDFFRUGDQFH
with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to
HQDEOHWKHSUHSDUDWLRQRI¿QDQFLDOVWDWHPHQWVWKDWDUHIUHHIURPPDWHULDOPLVVWDWHPHQWZKHWKHUGXHWRIUDXGRU
error.
Auditor’s Responsibility
0\UHVSRQVLELOLW\LVWRH[SUHVVDQRSLQLRQRQWKHVH¿QDQFLDOVWDWHPHQWVEDVHGRQP\DXGLW,FRQGXFWHGP\DXGLWLQ
accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and
SODQDQGSHUIRUPWKHDXGLWWRREWDLQUHDVRQDEOHDVVXUDQFHDERXWZKHWKHUWKH¿QDQFLDOVWDWHPHQWVDUHIUHHIURP
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
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WKHULVNVRIPDWHULDOPLVVWDWHPHQWRIWKH¿QDQFLDOVWDWHPHQWVZKHWKHUGXHWRIUDXGRUHUURU,QPDNLQJWKRVHULVN
assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of
WKH¿QDQFLDOVWDWHPHQWVLQRUGHUWRGHVLJQDXGLWSURFHGXUHVWKDWDUHDSSURSULDWHLQWKHFLUFXPVWDQFHVEXWQRWIRU
the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
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,EHOLHYHWKDWWKHDXGLWHYLGHQFH,KDYHREWDLQHGLVVXI¿FLHQWDQGDSSURSULDWHWRSURYLGHDEDVLVIRUP\DXGLWRSLQLRQ
Opinion
,QP\RSLQLRQWKHFRQVROLGDWHGDQGFRPSDQ\¿QDQFLDOVWDWHPHQWVUHIHUUHGWRDERYHSUHVHQWIDLUO\LQDOOPDWHULDO
UHVSHFWVWKHFRQVROLGDWHGDQGFRPSDQ\¿QDQFLDOSRVLWLRQRI&HQWUDO3OD]DKRWHO3XEOLF&RPSDQ\/LPLWHGDQGLWV
subsidiaries and of Central Plaza hotel Public Company Limited as at 31 December 2012, and its consolidated
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Reporting Standards.
Nattaporn Phan-Udom
&HUWL¿HG3XEOLF$FFRXQWDQW7KDLODQG1R
PricewaterhouseCoopers ABAS Ltd.
Bangkok
21 February 2013
040
ANNUAL REPORT 2012
CONTENTS
C
CO
ON
CENTRAL
C
CENT
ENTRAL
LP
PLAZA HOTEL PUBLIC
P LIC COMPANY
COM
Y LIMITED
Statements of Financial Position
As at 31 December 2012 and 2011 and 1 January 2011
Consolidated
Company
Restated
31 December
Notes
31 December
1 January
Restated
31 December
31 December
1 January
2012
2011
2011
2012
2011
2011
Baht
Baht
Baht
Baht
Baht
Baht
356,281,149
315,941,985
299,352,113
20,053,882
6,000,448
42,100,200
3,960,256
-
-
-
-
-
836,138,013
646,966,908
526,262,890
314,507,017
210,387,275
169,017,983
Assets
Current assets
Cash and cash equivalents
7
Temporary investments
Trade and other receivables
8
150,094,840
-
-
-
-
-
33
-
167,495,000
167,495,000
464,850,000
430,650,000
1,414,500,000
Inventories
9
473,384,494
399,890,413
304,062,823
23,264,904
20,644,752
21,827,879
Other current assets
10
169,171,058
232,441,979
327,856,694
13,231,992
13,025,973
50,443,338
1,989,029,810
1,762,736,285
1,625,029,520
835,907,795
680,708,448
1,697,889,400
Short-term loans to others
Short-term loans to related parties
Total current assets
Non-current assets
Investments in subsidiaries
11
-
-
-
4,622,962,561
4,274,695,445
4,211,489,748
Investments in associates
11
842,131,542
884,000,020
921,664,308
805,204,788
805,204,788
805,204,788
Interests in joint ventures
11
82,319,796
351,268,126
157,666,297
60,000,000
240,000,000
240,000,000
552,407
311,280
327,205
-
-
-
157,000,000
96,213,375
93,511,025
3,740,700,000
4,061,600,000
2,758,176,105
491,387,587
507,628,676
500,395,143
315,582,530
328,502,347
321,148,244
19,191,653,595 13,320,034,444 12,563,276,109
5,860,037,630
4,789,811,145
4,528,634,615
-
Other long-term investments
Long-term loans to related parties
33
Investment properties
12
Property, plant and equipment
13
Assets under financial lease agreement
14
2,796,267,301
2,955,925,532
3,111,119,922
-
-
Goodwill
15
314,602,238
314,602,238
115,416,847
-
-
-
Leasehold rights
16
876,087,576
416,540,368
480,352,132
84,991,440
156,610,721
224,528,588
Other intangible assets
17
318,962,710
341,447,753
107,454,717
36,666,088
43,218,378
45,057,845
Other non-current assets
18
697,187,685
732,879,227
761,692,315
18,550,285
119,791,773
179,013,897
Total non-current assets
25,768,152,437 19,920,851,039 18,812,876,020 15,544,695,322 14,819,434,597 13,313,253,830
Total assets
27,757,182,247 21,683,587,324 20,437,905,540 16,380,603,117 15,500,143,045 15,011,143,230
7KHDFFRPSDQ\LQJQRWHRQSDJHVWRDUHDQLQWHJUDOSDUWRIWKHVHFRQVROLGDWHGDQGFRPSDQ\¿QDQFLDOVWDWHPHQWV
041
CONTENTS
Statements of Financial Position (Cont’d)
Consolidated
Company
Restated
31 December
Notes
31 December
1 January
Restated
31 December
31 December
1 January
2012
2011
2011
2012
2011
2011
Baht
Baht
Baht
Baht
Baht
Baht
Liabilities and shareholders’ equity
Current liabilities
Bank overdrafts and short-term
borrowings from financial
institutions
Trade and other payables
19
2,599,441,615
1,917,865,027
1,124,691,676
2,407,315,474
20
1,851,401,392
1,592,495,717
1,197,174,637
221,441,753
1,698,331,463 1,111,929,924
367,287,174
270,152,093
Current portion of long-term
borrowings from financial
institutions
Current portion of debentures
19
958,000,000
408,000,000
888,000,000
588,000,000
288,000,000
788,000,000
19
1,399,862,968
1,598,966,615
999,032,667
1,399,862,968
1,598,966,615
999,032,667
Current portion of equity of
unit holder in property fund
Current portion of deferred income
19
62,000,000
62,000,000
62,000,000
-
-
-
281,917,223
175,506,485
125,142,509
96,654,027
89,835,580
87,219,508
Current portion of liability under
consignment agreement
33
-
-
-
116,726,443
75,839,496
75,839,496
Short-term loans from others
19
61,065,935
-
-
-
-
-
Short-term loans from
related parties
Provision of guarantee payment
33, 19
21
-
6,000,000
-
749,000,000
70,000,000
821,500,000
56,188,542
88,917,402
90,580,000
28,189,791
44,609,861
45,440,000
66,201,480
Current portion of leasehold
rights payable
Income tax payable
Other current liabilities
22
Total current liabilities
-
70,173,600
66,201,480
-
70,173,600
104,808,703
152,996,740
154,925,342
-
-
-
468,549,215
449,820,186
514,247,448
181,242,623
189,151,464
164,328,626
7,843,235,593
6,522,741,772
5,221,995,759
5,788,433,079
4,492,195,253 4,429,643,794
Non-current liabilities
Long-term borrowings from
19
5,143,150,930
2,718,000,000
2,226,000,000
1,430,000,000
2,018,000,000
Debentures
19
1,799,117,717
3,199,049,302
3,998,128,363
1,799,117,717
3,199,049,302 3,998,128,363
Equity of unit holder in property fund
19
financial institutions
Deferred income
31,000,000
93,000,000
155,000,000
-
2,542,949,386
2,771,122,291
2,888,524,840
1,244,957,079
696,000,000
-
-
1,295,290,412 1,345,623,745
Liability under consignment
agreement
33
-
-
-
-
116,726,443
192,565,939
21
-
15,796,620
28,582,103
-
7,924,505
14,344,203
-
-
70,173,600
-
-
70,173,600
117,254,837
167,949,165
142,502,087
45,204,280
57,858,283
49,903,224
72,393,372
63,638,297
52,174,078
-
-
-
149,257,858
83,650,370
18,247,279
30,471,168
49,983,060
14,198,187
9,855,124,100
9,112,206,045
9,579,332,350
4,549,750,244
Leasehold rights payable
Employee benefit obligations
Provision for decommissioning
Other non-current liabilities
Total non-current liabilities
Total liabilities
23
6,744,832,005 6,380,937,261
17,698,359,693 15,634,947,817 14,801,328,109 10,338,183,323 11,237,027,258 10,810,581,055
042
ANNUAL REPORT 2012
CONTENTS
Statements of Financial Position (Cont’d)
Consolidated
Company
Restated
31 December
Notes
31 December
1 January
Restated
31 December
31 December
1 January
2012
2011
2011
2012
2011
2011
Baht
Baht
Baht
Baht
Baht
Baht
1,350,000,000
1,580,800,000
1,580,800,000
1,350,000,000
1,580,800,000
1,580,800,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
970,000,000
970,000,000
970,000,000
970,000,000
970,000,000
970,000,000
Liabilities and shareholders’ equity (Cont’d)
Shareholders’ equity
Share capital
Authorised share capital
1,350,000,000 ordinary shares
(2011: 1,580,800,000 shares)
of Baht 1 each
24
Issued and paid-up share capital
1,350,000,000 ordinary shares
of Baht 1 each
Premium on paid-up capital
Retained earnings
25
158,080,000
158,080,000
158,080,000
158,080,000
158,080,000
158,080,000
3,147,628,281
1,769,362,067
1,286,477,049
2,357,235,586
1,784,247,495
1,721,663,641
3,751,378,559
1,548,532,166
1,592,212,513
1,207,104,208
788,292
818,534
9,377,086,840
5,795,974,233
5,356,769,562
6,042,419,794
4,263,115,787
4,200,562,175
681,735,714
252,665,274
279,807,869
-
-
-
Total shareholders’ equity
10,058,822,554
6,048,639,507
5,636,577,431
6,042,419,794
4,263,115,787
4,200,562,175
Total liabilities and shareholders’ equity
27,757,182,247 21,683,587,324 20,437,905,540 16,380,603,117 15,500,143,045 15,011,143,230
Appropriated-Legal reserve
Unappropriated
Other components of equity
Equity attributable to owners of the parent
Non-controlling interests
26
043
CONTENTS
Statements of Comprehensive Income
For the years ended 31 December 2012 and 2011
&RQVROLGDWHG
&RPS
SDQ\
%DKW
%DKW
%DKW
%DKW
Revenues from hotel operations
and related services
6,245,278,177
4,782,490,305
2,040,041,699
1,574,557,096
Revenues from food and beverage
8,258,555,903
6,495,316,863
-
-
-
-
524,581,217
386,932,568
876,567,869
296,422,671
645,767,189
528,275,220
15,380,401,949
11,574,229,839
3,210,390,105
2,489,764,884
Cost of sales - hotel operations
and rerated services
4,184,486,917
3,819,957,114
1,442,154,022
1,244,132,466
Cost of sales - food and beverage
4,485,237,346
3,162,968,437
-
-
1RWH
5HYHQXHV
Dividends received
Other income
27
7RWDOUHYHQXHV
([SHQVHV
29
614,912,767
526,227,056
177,750,993
155,666,892
3,832,044,886
2,883,399,038
428,264,231
617,703,710
7RWDOH[SHQVHV
13,116,681,916
10,392,551,645
2,048,169,246
2,017,503,068
2SHUDWLQJSURILW
2,263,720,033
1,181,678,194
1,162,220,859
472,261,816
Joint ventures
30,509,355
39,240,685
-
-
Associates
28,579,354
38,742,008
-
-
59,088,709
77,982,693
-
-
2,322,808,742
(486,342,148)
1,259,660,887
(414,072,559)
1,162,220,859
(386,732,768)
472,261,816
(342,177,962)
845,588,328
(255,100,320)
775,488,091
-
130,083,854
Income tax expense
1,836,466,594
(212,760,197)
1HWSURILWIRUWKH\HDU
1,623,706,397
590,488,008
775,488,091
130,083,854
1,580,766,214
550,385,018
775,488,091
130,083,854
42,940,183
40,102,990
-
-
1,623,706,397
590,488,008
775,488,091
130,083,854
1.17
0.41
0.57
0.10
Selling expenses
Administrative expenses
6KDUHRIQHWSURILWRILQYHVWPHQWV
7RWDO
3URILWEHIRUHILQDQFHFRVWVDQG
LQFRPHWD[H[SHQVH
Finance costs
28
3URILWEHIRUHLQFRPHWD[H[SHQVH
-
3URILWDWWULEXWDEOHWR
Owners of the parent
(DUQLQJVSHUVKDUH
Basic earnings per share (Baht)
30
044
ANNUAL REPORT 2012
CONTENTS
Statements of Comprehensive Income
&RQVROLGDWHG
Net profit for the year
&RPS
SDQ\
%DKW
%DKW
%DKW
%DKW
1,623,706,397
590,488,008
775,488,091
130,083,854
239,312
(15,925)
-
-
2,119,848,213
-
1,185,897,250
-
338,265,152
-
-
-
(267,558,478)
-
-
-
79,152,774
-
20,452,650
-
(29,585,806)
-
-
-
2,240,361,167
(15,925)
1,206,349,900
-
3,864,067,564
590,472,083
1,981,837,991
130,083,854
3,826,335,088
550,369,093
1,981,837,991
130,083,854
37,732,476
40,102,990
-
-
3,864,067,564
590,472,083
1,981,837,991
130,083,854
2WKHUFRPSUHKHQVLYHLQFRPH
Gain (loss) on remeasuring of
available-for-sale investments
Gains on asset revaluation
13
Share of other comprehensive income
from investment
Reclassification of revaluation of previously
held interest in investments
Actuarial gains
Exchange differences on translating
financial statements
Other comprehensive income (loss)
for the year, net of income tax
7RWDOFRPSUHKHQVLYHLQFRPH
IRUWKH\HDU
7RWDOFRPSUHKHQVLYHLQFRPH
DWWULEXWDEOHWR
Owners of the parent
045
7RWDOFRPSUHKHQVLYHLQFRPHIRUWKH\HDU
Opening balance 1 January 2012
'LYLGHQGUHFHLYHGIURPDVXEVLGLDU\
Baht
Baht
Legal reserve Unappropriated
Retained earnings
Baht
investment
available-for-sale
Remeasuring of
Baht
revaluation
Gain on asset
046
ANNUAL REPORT 2012
Baht
adjustment
Translation
Total other
Baht
gains
Baht
equity
Actuarial component to
Consolidated
Closing balance 31 December 2012
DQGEXLOGLQJ
7UDQVIHUGHSUHFLDWLRQRIODQG
IURPDTXLULQJRILQYHVWPHQWLQVXEVLGLDU\
,QFUHDVHLQ1RQFRQWUROOLQJLQWHUHVWV
'LYLGHQGSDLG1RWH
DQGEXLOGLQJ
7UDQVIHUGHSUHFLDWLRQRIODQG
Baht
Baht
capital
share capital
'LYLGHQGSDLG1RWH
on paid-up
paid-up
'LYLGHQGUHFHLYHGIURPDVXEVLGLDU\
Premium
Issued and
Statements of Changes In Shareholders’ Equity
Baht
of the parent
Total owners
Non-
Total
Baht
equity
shareholders’
Baht
interests
controlling
CONTENTS
capital
Baht
share capital
Baht
7UDQVIHUGHSUHFLDWLRQRIODQGDQGEXLOGLQJ
Baht
Baht
Legal reserve Unappropriated
Retained earnings
047
Baht
revaluation
Baht
gains
Actuarial
Gain on asset
Company
'LYLGHQGSDLG1RWH
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paid-up
paid-up
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'LYLGHQGSDLG1RWH
Statements of Changes In Shareholders’ Equity (Cont’d)
Baht
of the parent
Total owners
Baht
equity
shareholders’
Total
CONTENTS
CONTENTS
Statements of Cash Flows
SDQ\
&RPS
&RQVROLGDWHG
%DKW
%DKW
%DKW
%DKW
1,836,466,594
845,588,328
775,488,091
130,083,854
1,351,426,417
1,134,804,103
234,789,449
216,376,698
&DVKIORZVIURPRSHUDWLQJDFWLYLWLHV
Profit before income tax for the year
Adjustments:
Depreciation and amortisation
Allowance for doubtful accounts
1,071,730
(1,281,646)
(418,750)
1,027,150
28
486,342,148
414,072,559
386,732,768
342,177,962
11
(59,088,709)
(77,982,693)
-
-
-
-
(524,581,217)
(386,932,568)
(529,361)
1,106,957
(444,716)
-
Realisation of deferred income
(173,625,049)
(221,146,162)
(98,973,085)
(130,168,005)
Gain on business acquisition
(146,029,477)
-
-
-
Gain on re-measuring to fair value of investments
(312,138,587)
-
-
36,972,250
Finance costs
Share of profit from investments in associates and
interests in joint ventures (net from income tax)
Dividends received
(Reversal of) allowance for inventory obsolescence
Loss from guarantee provision
21
40,391,922
73,696,403
20,265,286
Loss from discontinue branch
11,259,680
10,123,919
-
-
Loss on disposals of plant and equipment
14,198,656
31,148,920
9,010,567
14,854,142
245,139,917
Loss on investment
-
-
-
4,068,269
(2,702,350)
-
-
Provision for employee benefits
27,890,329
23,464,403
9,010,244
7,955,060
Provision for decommissioning
8,755,075
1,533,963
-
-
3,090,459,637
2,232,426,704
810,878,637
477,486,460
(89,585,845)
(136,192,174)
(103,700,992)
(33,013,158)
Inventories
(52,814,718)
(96,934,544)
(2,175,436)
738,411
Unrealised gain on exchange rate
Changes in working capital
152,537,781
124,984,609
(206,019)
43,236,118
(19,465,192)
(18,401,528)
85,995,428
80,256,132
41,216,209
257,076,896
(107,256,389)
18,943,977
(92,761,520)
(77,203,843)
2,121,422
(39,352,724)
50,362,884
107,983,592
53,242,848
82,450,744
(88,917,402)
(88,144,483)
(44,609,861)
(44,222,087)
(24,212,855)
82,452,919
17,321,057
52,834,698
2,966,818,979
2,388,048,148
711,610,695
639,358,571
(257,370,189)
(234,545,038)
-
-
2,709,448,790
2,153,503,110
711,610,695
639,358,571
Deferred income
Cash generated from operating activities
Income tax paid
Net cash flows from operating activities
048
ANNUAL REPORT 2012
CONTENTS
Statements of Cash Flows (Cont’d)
&RQVROLGDWHG
&RPS
SDQ\
%DKW
%DKW
%DKW
%DKW
-
-
2,257,000,000
(1,970,300,000)
(187,687,120)
1,992,926,105
(2,312,500,000)
(879,000,000)
(756,174,960)
(761,807,564)
-
-
12,156,987
-
-
617,360,083
(1,358,903,917)
-
(1,524,844,126)
-
(158,715,848)
353,648,075
(508,069,863)
214,068,156
71,492,030
76,406,296
170,933,143
172,864,412
(4,574,528)
8,818,262
50,514,717
-
19,420,000
6,059,990
2,572,797
19,420,000
33,863,521
540,493
15,324,309
12,175,691
15,324,309
12,175,691
(2,011,861,817)
(2,147,554,986)
508,255,346
(636,351,402)
710,000,000
(517,248,017)
(202,500,000)
(50,594,458)
61,065,935
(6,000,000)
(1,600,000,000)
1,500,000,000
(453,000,000)
(62,000,000)
(8,547,857)
-
793,173,352
(409,532,947)
(67,500,000)
(53,351,844)
6,000,000
800,000,000
(1,000,000,000)
1,700,000,000
(1,688,000,000)
(62,000,000)
(11,527,010)
-
750,000,000
(421,796,618)
(202,500,000)
1,426,500,000
(747,500,000)
(1,600,000,000)
(288,000,000)
(81,500,000)
586,401,539
(347,008,460)
(67,500,000)
117,000,000
(868,500,000)
800,000,000
(1,000,000,000)
1,110,000,000
(288,000,000)
(81,500,000)
(628,824,397)
7,261,551
(1,164,796,618)
(39,106,921)
1HWGHFUHDVHLQFUHDVHLQFDVKDQGFDVKHTXLYDOHQWV
Cash and cash equivalents at the beginning of the year
68,762,576
228,076,958
13,209,675
214,867,283
55,069,423
(42,331,015)
(36,099,752)
(6,231,263)
&DVKDQGFDVKHTXLYDOHQWVDWWKHHQGRIWKH\HDU
296,839,534
228,076,958
12,738,408
(42,331,015)
1RWHV
&DVKIORZVIURPLQYHVWLQJDFWLYLWLHV
Loan payments received from related parties
Loans made to related parties
Payment for additional investments in subsidiaries
Net cash payment for acquisition of investment
in subsidiaries
Cash received from decrease in share capital
of a subsidiary
Purchase of property, plant and equipment
software licenses
Dividends received from subsidiaries
Dividends received from associates and
property funds
Proceeds from redemption of investment
in property funds
Net changes in land deposit
Proceed from disposals of plant and equipment
Cash received from account receivable from reciprocation
agreement under construction of hotel and hotel
improvement
Net cash (used in) from investing activities
&DVKIORZVIURPILQDQFLQJDFWLYLWLHV
Net changes in short-term loans
from financial institutions
Interest paid
Dividends paid to owners of the Company
Dividends paid to non-controlling interests
Proceeds from loans from others
Proceeds from loans from related parties
Repayments of loans from related parties
Proceeds from debentures
Repayments of debentures
Proceeds from long-term borrowings
Repayments of long-term borrowings
Equity of unit holders in property funds
Dividends paid to unit holders in property funds
Cash paid for liabilities under consignment agreement
Net cash (used in) from financing activities
33
33
049
CONTENTS
Statements of Cash Flows (Cont’d)
&DVKDQGFDVKHTXLYDOHQWVDVDW'HFHPEHU
&RQVROLGDWHG
1RWH
Cash
Cash and
andcash
cashequivalent
equivalenst
Bank overdrafts
19
&RPS
SDQ\
%DKW
%DKW
%DKW
%DKW
356,241,444
(59,441,615)
315,941,985
(87,865,027)
20,053,882
(7,315,474)
6,000,448
(48,331,463)
296,799,829
228,076,958
12,738,408
(42,331,015)
304,999,425
-
293,703,618
70,173,600
19,453,516
-
88,065,868
70,173,600
1RQFDVKWUDQVDFWLRQV
Acquisition of property, plant and equipment,
and software licenses by payable
Outstanding debts arising from leasehold rights
050
ANNUAL REPORT 2012
CONTENTS
Notes to the Consolidated and Company Financial Statements
1. General information
Central Plaza Hotel Public Company Limited, (the “Company”) is a public limited company which is
incorporated and domiciled in Thailand and is listed on the Stock Exchange of Thailand on 10 January
7KHDGGUHVVRIWKH&RPSDQ\¶VUHJLVWHUHGRI¿FHLVDVIROORZV
1695 Phaholyothin Road, Chatuchak, Bangkok, Thailand
For reporting purposes, the Company and its subsidiaries are referred to as the Group.
The principal businesses of the Company are in the hotel business. Details of the Company’s subsidiaries,
associates and interests in joint ventures as at 31 December 2012 and 2011 are as follows:
Name of the entity
Type of
business
Country of
incorporation
Ownership interest (%)
31 December 31 December
2012
2011
Direct subsidiaries
Investment in subsidiaries
Central Samui Beach Resort Co., Ltd.
Hotel
Thailand
100.0
Central Karon Village Co., Ltd.
Hotel
Thailand
100.0
Central Krabi Bay Resort Co., Ltd.
Central Hua Hin Beach Resort Co., Ltd.
Hotel
Hotel
Thailand
Thailand
100.0
63.9
Central World Hotel Co., Ltd.
Hotel
Thailand
100.0
Central Koh Kood Hotel Co., Ltd.
Hotel
Thailand
100.0
Central Hotel Management Co., Ltd.
Holding company
Thailand
100.0
Central Restaurants Group Co., Ltd.
Food and beverage Thailand
100.0
Triplenine Decor Co., Ltd.
Not operate yet
Thailand
100.0
Central Samui Hotel Management Co., Ltd.
Hotel
Thailand
100.0
Centara International Management Co., Ltd.
Holding company
and hotel
management
Thailand
100.0
S.P. Realty Had Farang Resort Co., Ltd.
Not operate yet
Thailand
100.0
S.P. Realty Pattaya Beach Co., Ltd.
Not operate yet
Thailand
100.0
Cenvaree Healthy Spa Co., Ltd.
Not operate yet
Thailand
100.0
100.0
100.0
100.0
100.0
Central Bangkok Convention & Exhibition
Co., Ltd.
Not operate yet
Thailand
Centara International Management (Thailand) Co., Ltd. (Formerly known as
Centara Thai Hotel Management Co., Ltd.) Hotel management Thailand
Karon Phuket Hotel Co., Ltd.
Hotel
Thailand
83.9*
-
Cosi Hotels Co., Ltd.
Not operate yet
Thailand
100.0
-
Centara Import-Export Co., Ltd.
Not operate yet
Thailand
100.0
Investment in property fund
Thai Pattana Fund 2
Property fund
Thailand
23.9
23.9
051
CONTENTS
1. General information (Cont’d)
The principal businesses of the Company are in the hotel business. Details of the Company’s subsidiaries,
associates and interests in joint ventures as at 31 December 2012 and 2011 are as follows: (Cont’d)
Type of
business
Name of the entity
Ownership interest (%)
31 December
31 December
2012
2011
Country of
incorporation
Indirect subsidiaries
Investment in subsidiaries
Central Sukhontha Hotel Co., Ltd.
Hotel
Thailand
100.0
100.0
Central Samui Village Co., Ltd.
Hotel
Thailand
100.0
100.0
Central Mae Sot Hill Hotel Co., Ltd.
Hotel
Thailand
98.4
98.4
Food and
beverage
Thailand
100.0
100.0
Dormant
Company
Dissolution
Thailand
100.0
100.0
CRG Manufacturing Co., Ltd.
Central Laundry Services Co., Ltd.
Centara Egypt for Hotels Management Co., Ltd.
-
100.0
CRG International Food Co., Ltd.
Food and
beverage
Egypt
Thailand
100.0
100.0
S.P. Realty Lanta Beach Co., Ltd.
Not operate yet
Thailand
100.0
100.0
Centara Maldives Pvt. Ltd.
Hotel
Maldives
75.0
-
R.M.L. Leisure Pvt. Ltd. (Formerly known as
Regent Maldives Pvt. Ltd.)
Hotel
Maldives
74.0
-
Property fund
Thailand
25.3
25.3
Hotel
Hotel
Maldives
Thailand
-
25.0
Kata Phuket Hotel Co., Ltd.
Hotel
Thailand
50.0
50.0
Hotel
Maldives
-
Investment in associates and interests in
joint ventures
Leasehold Property Fund
R.M.L. Leisure Pvt. Ltd. (Formerly known as
Regent Maldives Pvt. Ltd.)
%\GLUHFWDQGLQGLUHFWVKDUHKROGLQJ
These Group consolidated
21 February 2013.
052
ANNUAL REPORT 2012
financial
statements
were
authorised
for
issue
by
the
Board
of
Directors
on
CONTENTS
2. Accounting policies
7KHSULQFLSDODFFRXQWLQJSROLFLHVDSSOLHGLQWKHSUHSDUDWLRQRIWKHVHFRQVROLGDWHGDQGFRPSDQ\¿QDQFLDO
statements are set out below:
2.1 Basis of preparation
7KHFRQVROLGDWHGDQGFRPSDQ\¿QDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGLQDFFRUGDQFHZLWK7KDLJHQHUDOO\
accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Financial Reporting
6WDQGDUGVLVVXHGXQGHUWKH$FFRXQWLQJ3URIHVVLRQ$FW%(DQGWKH¿QDQFLDOUHSRUWLQJUHTXLUHPHQWV
of the Securities and Exchange Commission under the Securities and Exchange Act.
7KH FRQVROLGDWHG DQG FRPSDQ\ ¿QDQFLDO VWDWHPHQWV KDYH EHHQ SUHSDUHG XQGHU WKH FRVW FRQYHQWLRQ
except revaluation of property, plant and equipment and some investments which are carried at fair value
as disclosed in the accounting policies below.
7KHSUHSDUDWLRQRI¿QDQFLDOVWDWHPHQWVLQFRQIRUPLW\ZLWK7KDLJHQHUDOO\DFFHSWHGDFFRXQWLQJSULQFLSOHV
requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree
RIMXGJHPHQWRUFRPSOH[LW\RUDUHDVZKHUHDVVXPSWLRQVDQGHVWLPDWHVDUHVLJQL¿FDQWWRWKHFRQVROLGDWHG
¿QDQFLDOVWDWHPHQWVDUHGLVFORVHGLQQRWH
053
CONTENTS
2. Accounting policies (Cont’d)
2.1 Basis of preparation (Cont’d)
&RPSDUDWLYH¿JXUHVKDYHEHHQDGMXVWHGWRFRQIRUPZLWKFKDQJHVLQSUHVHQWDWLRQLQWKHFXUUHQW\HDUDVIROORZV
Consolidated
As at 1 January 2011
Originally
stated
Adjustment
Baht
Baht
Restated
Baht
As at 31 December 2011
Originally
stated
Adjustment
Restated
Baht
Baht
Baht
Receivables
from
related
parties
VAT receivable
Non-current assets
Current liabilities
Current portion of deferred
income
Payables to related parties
Income tax payable
,,
69,142,055
526,262,890
555,948,503
91,018,405
646,966,908
69,142,055
280,411,634
47,445,060
(69,142,055)
(280,411,634)
280,411,634
327,856,694
107,788,208
178,926,188
33,711,889
(107,788,208)
(178,926,188)
198,730,090
232,441,979
761,692,315
-
761,692,315
735,913,326
(3,034,099)
732,879,227
1,194,452,838
2,721,799
1,197,174,637
1,540,881,466
51,614,251
1,592,495,717
,,
2,721,799
154,925,342
514,247,448
(2,721,799)
-
,,
154,925,342
514,247,448
121,272,529
94,008
157,602,308
540,145,729
54,233,956
(94,008)
(4,605,568)
(90,325,543)
175,506,485
152,996,740
449,820,186
18,247,279
-
18,247,279
94,473,458
(10,823,088)
83,650,370
Company
As at 1 January 2011
Originally
stated
Adjustment
Baht
Baht
Receivables
from
parties
VAT receivable
Restated
Baht
As at 31 December 2011
Originally
stated
Adjustment
Restated
Baht
Baht
Baht
113,283,395
55,734,588
169,017,983
145,423,485
64,963,790
210,387,275
55,734,588
42,311,408
8,131,930
(55,734,588)
(42,311,408)
42,311,408
50,443,338
55,830,506
10,990,229
(55,830,506)
2,035,744
13,025,973
179,013,897
-
179,013,897
130,960,801
(11,169,028)
119,791,773
related
Non-current assets
Current liabilities
Current portion of deferred
income
Payables to related parties
302,354,562
(32,202,469)
270,152,093
312,436,532
54,850,642
367,287,174
50,333,333
4,683,706
164,328,626
36,886,175
(4,683,706)
-
87,219,508
164,328,626
50,333,333
71,179,499
201,501,765
39,502,247
(71,179,499)
(12,350,301)
89,835,580
189,151,464
14,198,187
-
14,198,187
60,806,149
(10,823,089)
49,983,060
054
ANNUAL REPORT 2012
CONTENTS
2.1 Basis of preparation (Cont’d)
With the effective of TAS 1 (Revised 2009) “Presentation of Financial Statements”, the Group presented
VWDWHPHQWVRI¿QDQFLDOSRVLWLRQDVDW'HFHPEHU'HFHPEHUDQG-DQXDU\IRUWKH
UHFODVVL¿FDWLRQRIFRPSDUDWLYH¿JXUHV
The effects of the statement of comprehensive income for the year ended 31 December 2011 are as follows;
Consolidated
Company
Originally
stated
Baht
Adjustment
Baht
Restated
Baht
Originally
stated
Baht
Adjustment
Baht
Restated
Baht
Revenues
Revenues from hotel operations
2,556,818,244
2,225,672,061
4,782,490,305
794,448,878
780,108,218
1,574,557,096
Revenues from food and beverage
8,177,526,089
(1,682,209,226)
6,495,316,863
579,327,090
(579,327,090)
-
Other operating income
428,850,306
(428,850,306)
-
150,447,795
(150,447,795)
-
Rental income
114,612,529
(114,612,529)
-
50,333,333
(50,333,333)
-
488,287,270
3,331,669,844
3,819,957,114
149,462,078
1,094,670,388
1,244,132,466
4,315,767,619
(1,152,799,182)
3,162,968,437
408,220,903
(408,220,903)
-
319,966,413
(319,966,413)
-
124,947,987
(124,947,987)
-
-
526,227,056
526,227,056
-
155,666,892
155,666,892
2,762,901,410
120,497,628
2,883,399,038
534,260,234
83,443,476
617,703,710
Land and building rental expenses
336,264,608
(336,264,608)
-
188,242,248
(188,242,248)
-
Marketing expenses
526,227,056
(526,227,056)
-
155,666,892
(155,666,892)
-
Maintenance and energy expenses
517,612,403
(517,612,403)
-
162,543,056
(162,543,056)
-
1,005,027,237
(1,005,027,237)
-
210,716,194
(210,716,194)
-
Key management benefit expenses
46,801,226
(46,801,226)
-
46,471,226
(46,471,226)
-
73,696,403
(73,696,403)
-
36,972,250
(36,972,250)
-
Expenses
Cost of sales - hotel operations
Cost of sales - food and beverage
Cost of sales- other operating income
Selling expenses
expenses
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¿QDQFLDOVWDWHPHQWVWKDWDUHLQWKH7KDLODQJXDJH,QWKHHYHQWRIDFRQÀLFWRUDGLIIHUHQFHLQLQWHUSUHWDWLRQEHWZHHQ
WKHWZRODQJXDJHVWKH7KDLODQJXDJHVWDWXWRU\¿QDQFLDOVWDWHPHQWVVKDOOSUHYDLO
055
CONTENTS
1HZDFFRXQWLQJVWDQGDUGVQHZ¿QDQFLDOUHSRUWLQJVWDQGDUGQHZLQWHUSUHWDWLRQVDQGDPHQGPHQWV
to accounting standard
D 1HZDFFRXQWLQJVWDQGDUGVQHZ¿QDQFLDOUHSRUWLQJVWDQGDUGQHZLQWHUSUHWDWLRQVDQGDPHQGPHQWV
to accounting standard that are not yet effective and have not been early adopted by the Group:
Effective for the periods beginning on or after 1 January 2013
TAS 12
TAS 20
TAS 21 (Revised 2009)
TFRS 8
76,&
TSIC 21
TSIC 25
Income taxes
Accounting for Government Grants and Disclosure of Government
Assistance
The Effects of Changes in Foreign Exchange Rates
Operating Segments
*RYHUQPHQW$VVLVWDQFH1R6SHFL¿F5HODWLRQWR2SHUDWLQJ$FWLYLWLHV
Income Taxes - Recovery of Revalued Non-Depreciable Assets
Income Taxes - Changes in the Tax Status of an Entity or its
Shareholders
TAS 12 deals only with taxes on income, comprising current and deferred tax. Current tax expense for a
period is based on the taxable and deductible amounts that will be shown on the tax return for the current year. Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be paid to (recovered from) the taxation authorities, using the tax rates and tax laws that
KDYHEHHQHQDFWHGRUVXEVWDQWLYHO\HQDFWHGE\WKHVWDWHPHQWRI¿QDQFLDOSRVLWLRQGDWH'HIHUUHGWD[
accounting is based on the temporary differences between the tax base of an asset or liability and its
FDUU\LQJDPRXQWLQWKH¿QDQFLDOVWDWHPHQWV
76,&FODUL¿HVWKDWGHIHUUHGWD[OLDELOLW\RUDVVHWWKDWDULVHVIURPWKHUHYDOXDWLRQRIDQRQGHSUHFLDEOH
asset in accordance with TAS 16 shall be measured on the basis of the tax consequences that would
follow from recovery of the carry amount of that asset through sale, regardless of the basis of measuring
the carrying amount of that asset.
76,&FODUL¿HVWKDWDFKDQJHLQWKHWD[VWDWXVRIDQHQWLW\RULWVVKDUHKROGHUVGRHVQRWJLYHULVHWR
LQFUHDVHV RU GHFUHDVHV LQ DPRXQWV UHFRJQLVHG RXWVLGH SUR¿W RU ORVV 7KH FXUUHQW DQG GHIHUUHG WD[
FRQVHTXHQFHVRIDFKDQJHLQWD[VWDWXVVKDOOEHLQFOXGHGLQSUR¿WRUORVVIRUWKHSHULRGXQOHVVWKRVH
consequences related to transactions and events that result, in the same or different period, in a direct
credit or charge to the recognised amount of equity or in amounts recognised in other comprehensive
income. Those tax consequences shall be charged directly to equity or other comprehensive income,
respectively.
The group is assessing the impact of deferred tax.
TAS 20 applies in accounting for, and in the disclosure of, government grants and in the disclosure of
other forms of government assistance. Government grants are recognised when there is reasonable
assurance that the entity will comply with conditions related to them and that the grants will be received.
*UDQWVUHODWHGWRLQFRPHDUHUHFRJQLVHGLQSUR¿WRUORVVRYHUSHULRGVQHFHVVDU\WRPDWFKWKHPZLWKWKH
related costs that they are intended to compensate. Grants related to assets are either offset against
WKHFDUU\LQJDPRXQWRIWKHUHOHYDQWDVVHWRUSUHVHQWHGDVGHIHUUHGLQFRPHLQWKHVWDWHPHQWRI¿QDQFLDO
position.
76,&FODUL¿HVRQ7$6WKDWJRYHUQPHQWDVVLVWDQFHWRHQWLWLHVPHHWVWKHGH¿QLWLRQRIJRYHUQPHQW
JUDQWVLQ7$6HYHQLIWKHUHDUHQRFRQGLWLRQVVSHFL¿FDOO\UHODWLQJWRWKHRSHUDWLQJDFWLYLWLHVRIWKH
entity other than the requirement to operate in certain regions or industry sectors. Such grants shall
therefore not be credited directly to shareholders’ interests.
056
ANNUAL REPORT 2012
CONTENTS
1HZDFFRXQWLQJVWDQGDUGVQHZ¿QDQFLDOUHSRUWLQJVWDQGDUGQHZLQWHUSUHWDWLRQVDQGDPHQGPHQWV
to accounting standard (Cont’d)
TAS 21 (revised 2009) requires an entity to determine its functional currency which is the currency of
the primary economic environment in which the entity operates. Currency other than functional currency of an entity is foreign currency. Foreign currency transactions are required to be translated into
the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign
exchange gains and losses resulting from the settlement of such transactions and from translation at
\HDUHQG H[FKDQJH UDWH RI PRQHWDU\ LWHPV GHQRPLQDWHG LQ IRUHLJQ FXUUHQF\ DUH UHFRJQLVHG LQ SUR¿W
or loss. The standard permits the presentation currency of a reporting entity to be any currencies.
7KH UHVXOWV DQG ¿QDQFLDO SRVLWLRQV RI DOO WKH *URXS HQWLWLHV WKDW KDYH D IXQFWLRQDO FXUUHQF\ GLIIHUHQW
from the presentation currency are translated in the presentation currency as follows: (a) assets and
OLDELOLWLHVDUHWUDQVODWHGDWWKHFORVLQJUDWHDWWKHGDWHRIWKDWVWDWHPHQWRI¿QDQFLDOSRVLWLRQELQFRPH
and expenses are translated at the exchange rate at the date of the transactions; and (c) all resulting
exchange differences are recognised in the statement of comprehensive income. The management is
currently assessing the impact of applying this standard.
TFRS 8 requires a management approach under which segment information is presented on the same
basis that used for internal reporting purpose as provided to the chief operating decision makers. The
new standard will have an impact on disclosure.
The management is currently assessing the impact of applying these standards and interpretations.
Effective for the periods beginning on or after 1 January 2014
TFRIC 4
TFRIC 12
TFRIC 13
TSIC 29
Determining whether an Arrangement contains a Lease
Service Concession Arrangements
Customer Loyalty Programmes
Service Concession Arrangements: Disclosure
TFRIC 4 requires the determination of whether an arrangement is or contains a lease to be based on the
VXEVWDQFHRIWKHDUUDQJHPHQW,WUHTXLUHVDQDVVHVVPHQWRIZKHWKHUDIXO¿OPHQWRIWKHDUUDQJHPHQWLV
GHSHQGHQWRQWKHXVHRIDVSHFL¿FDVVHWRUDVVHWVWKHDVVHWDQGEWKHDUUDQJHPHQWFRQYH\VDULJKW
to use the asset. The management is currently assessing the impact of TRIC 4.
TFRIC 12 deals with public-to-private service concession arrangements for the delivery of public services. It applies only to concession agreements where the use of the infrastructure is controlled by
WKHJUDQWRU7KLVLQWHUSUHWDWLRQUHTXLUHVWZRGLIIHUHQWDFFRXQWLQJWUHDWPHQWVGHSHQGLQJRQWKHVSHFL¿F
terms of the concession agreement. When the operator builds infrastructure and has an unconditional
FRQWUDFWXDOULJKWWRUHFHLYHFDVKRUDQRWKHU¿QDQFLDODVVHWIURPWKHJUDQWRUWKDWULJKWLVWUHDWHGDVD
¿QDQFLDODVVHW:KHQWKHRSHUDWRUEXLOGVLQIUDVWUXFWXUHDQGUHFHLYHVDULJKWDOLFHQFHWRFKDUJHXVHUV
of the public service, that right is treated as an intangible asset. TFRIC 4 is not relevant to the Group’s
operation.
7)5,& FODUL¿HV WKDW ZKHUH JRRGV RU VHUYLFHV DUH VROG WRJHWKHU ZLWK D FXVWRPHU OR\DOW\ LQFHQWLYH
(for example, loyalty points or free products), the arrangement is a multiple-element arrangement, and
the consideration received or receivable from the customer is allocated between the components of
the arrangement using fair values. The management is currently assessing the impact of applying this
interpretation.
TSIC 29 contains disclosure requirements in respect of public-to-private service arrangements. TSIC
29 is not relevant to the Group’s operation.
057
CONTENTS
2.3 Group Accounting - Investments in subsidiaries and associates and interests in joint ventures
(1) Subsidiaries
Subsidiaries are all entities (including special purpose entities) over which the Group has the power
WR JRYHUQ WKH ¿QDQFLDO DQG RSHUDWLQJ SROLFLHV JHQHUDOO\ DFFRPSDQ\LQJ D VKDUHKROGLQJ RI PRUH WKDQ
one-half of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related
FRVWV DUH H[SHQVHG DV LQFXUUHG ,GHQWL¿DEOH DVVHWV DFTXLUHG DQG OLDELOLWLHV DQG FRQWLQJHQW OLDELOLWLHV
assumed in a business combination are measured initially at their fair values at the acquisition date. On
an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree
either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
,QYHVWPHQWV LQ VXEVLGLDULHV DUH DFFRXQWHG IRU DW FRVW OHVV LPSDLUPHQW &RVW LV DGMXVWHG WR UHÀHFW
changes in consideration arising from contingent consideration amendments. Cost also includes direct
attributable costs of investment.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of
WKH*URXS¶VVKDUHRIWKHLGHQWL¿DEOHQHWDVVHWVDFTXLUHGLVUHFRUGHGDVJRRGZLOO,IWKLVLVOHVVWKDQWKH
fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference
LVUHFRJQLVHGGLUHFWO\LQSUR¿WRUORVV
Intercompany transactions, balances and unrealised gains or loss on transactions between Group
companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the Group.
(2) Transactions and non-controlling interests
The Group treats transactions with non-controlling interests as transactions with equity owners of the
Group. For purchases from non-controlling interests, the difference between any consideration paid and
the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity.
Gains or losses on disposals to non-controlling interests are also recorded in equity.
:KHQWKH*URXSFHDVHVWRKDYHFRQWURORUVLJQL¿FDQWLQÀXHQFHDQ\UHWDLQHGLQWHUHVWLQWKHHQWLW\LV
UHPHDVXUHGWRLWVIDLUYDOXHZLWKWKHFKDQJHLQFDUU\LQJDPRXQWUHFRJQLVHGLQSUR¿WRUORVV7KHIDLU
value is the initial carrying amount for the purposes of subsequently accounting for the retained interest
DVDQDVVRFLDWHMRLQWYHQWXUHRU¿QDQFLDODVVHW,QDGGLWLRQDQ\DPRXQWVSUHYLRXVO\UHFRJQLVHGLQRWKHU
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed
of the related assets or liabilities.
,I WKH RZQHUVKLS LQWHUHVW LQ DQ DVVRFLDWH LV UHGXFHG EXW VLJQL¿FDQW LQÀXHQFH LV UHWDLQHG RQO\ D
proportionate share of the amounts previously recognised in other comprehensive income is reclassi¿HGWRSUR¿WRUORVVZKHUHDSSURSULDWH
058
ANNUAL REPORT 2012
CONTENTS
2.3 Group Accounting - Investments in subsidiaries and associates and interests in joint ventures (Cont’d)
(3) Associates and interests in joint ventures
$VVRFLDWHV DUH DOO HQWLWLHV RYHU ZKLFK WKH *URXS KDV VLJQL¿FDQW LQÀXHQFH EXW QRW FRQWURO JHQHUDOO\
accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates
and interests in joint ventures are accounted for using the equity method of accounting and are initially
UHFRJQLVHG DW FRVW7KH *URXS¶V LQYHVWPHQW LQ DVVRFLDWHV LQFOXGHV JRRGZLOO LGHQWL¿HG RQ DFTXLVLWLRQ
net of any accumulated impairment loss. See Note 2.14 for the impairment of assets including goodwill.
7KH*URXS¶VVKDUHRILWVDVVRFLDWHV¶DQGMRLQWYHQWXUHV¶SRVWDFTXLVLWLRQSUR¿WVRUORVVHVLVUHFRJQLVHG
LQ WKH SUR¿W RU ORVV DQG LWV VKDUH RI SRVWDFTXLVLWLRQ PRYHPHQWV LQ RWKHU FRPSUHKHQVLYH LQFRPH LV
recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted
against the carrying amount of the investment. When the Group’s share of losses in an associate and
joint venture equals or exceeds its interest in the associate, including any other unsecured receivables,
the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the associate and joint venture.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated
to the extent of the Group’s interest in the associates and joint ventures. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of associates have been changed where necessary to ensure consistency with
the policies adopted by the Group. Dilution gains and losses arising in investments in associates are
UHFRJQLVHGLQWKHSUR¿WRUORVV
,QWKH&RPSDQ\¶VVHSDUDWH¿QDQFLDOVWDWHPHQWVLQYHVWPHQWVLQDVVRFLDWHVDQGLQWHUHVWVLQMRLQWYHQWXUHV
are accounted for using the cost method.
A list of the Group’s principal associates and joint ventures is set out in Note 11. The effects acquisitions
and disposals of associates are shown in Note 32.
2.4 Foreign currency translation
,WHPVLQFOXGHGLQWKH¿QDQFLDOVWDWHPHQWVRIHDFKRIWKH*URXS¶VHQWLWLHVDUHPHDVXUHGXVLQJ7KDL%DKW
7KHFRQVROLGDWHG¿QDQFLDOVWDWHPHQWVDUHSUHVHQWHGLQ7KDL%DKW
Foreign currency transactions are translated into Thai Baht using the exchange rates prevailing at the
date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated to
7KDL%DKWDWWKHH[FKDQJHUDWHSUHYDLOLQJDWWKHVWDWHPHQWRI¿QDQFLDOSRVLWLRQGDWH*DLQVDQGORVVHV
resulting from the settlement of foreign currency transactions, and from the translation of monetary
DVVHWVDQGOLDELOLWLHVGHQRPLQDWHGLQIRUHLJQFXUUHQFLHVDUHUHFRJQLVHGLQWKHSUR¿WRUORVV
7KH VWDWHPHQWV RI FRPSUHKHQVLYH LQFRPH DQG FDVK ÀRZV RI IRUHLJQ HQWLWLHV DUH WUDQVODWHG LQWR WKH
Group’s reporting currency at the weighted average exchange rates for the year and statement of
¿QDQFLDOSRVLWLRQDUHWUDQVODWHGDWWKHH[FKDQJHUDWHVUXOLQJRQWKHHQGRIUHSRUWLQJSHULRG&XUUHQF\
translation differences arising from the retranslation of the net investment in foreign entities are taken to
shareholders’ equity. On disposal of a foreign entity, accumulated exchange differences are recognised
in the statement of comprehensive income as part of the gain or loss on sale.
059
CONTENTS
2.5 Cash and cash equivalents
,QWKHFRQVROLGDWHGDQGFRPSDQ\VWDWHPHQWRIFDVKÀRZVFDVKDQGFDVKHTXLYDOHQWVLQFOXGHVFDVKLQ
hand, deposits held at call with banks, other short-term highly liquid investments with original maturities
RIWKUHHPRQWKVRUOHVVDQGEDQNRYHUGUDIWV,QWKHFRQVROLGDWHGDQG&RPSDQ\VWDWHPHQWRI¿QDQFLDO
position, bank overdrafts are shown within borrowings in current liabilities.
2.6 Trade accounts receivable
Trade accounts receivable are carried at the original invoice amount and subsequently measured at
the remaining amount less any allowance for doubtful receivables based on a review of all outstanding
amounts at the year-end. The amount of the allowance is the difference between the carrying amount
of the receivable and the amount expected to be collectible. Bad debts are written-off during the year in
ZKLFKWKH\DUHLGHQWL¿HGDQGUHFRJQLVHGLQSUR¿WRUORVVZLWKLQVHOOLQJDQGPDUNHWLQJFRVWV
2.7 Inventories
,QYHQWRULHVDUHVWDWHGDWWKHORZHURIFRVWDQGQHWUHDOLVDEOHYDOXH&RVWLVGHWHUPLQHGE\WKH¿UVWLQ
¿UVWRXWPHWKRGIRUIRRGDQGEHYHUDJH¿QLVKHGJRRGVUDZPDWHULDOVIRUPDQXIDFWXULQJDQGVSDSURGucts and by the moving average method for a subsidiary engaged in the manufacturing and sale of icecream products. The cost of purchase comprises both the purchase price and costs directly attributable
to the acquisition of the inventory, such as import duties and transportation charges, less all attributable
GLVFRXQWVDOORZDQFHVRUUHEDWHV7KHFRVWRI¿QLVKHGJRRGVDQGZRUNLQSURJUHVVFRPSULVHVGHVLJQ
costs, raw materials, direct labour, other direct costs and related production overheads based on normal
operating capacity. It excludes borrowing costs. Net realisable value is the estimate of the selling price
in the ordinary course of business, less applicable variable selling expenses. Allowance is made, where
necessary, for obsolete, slow-moving and defective inventories.
2.8 Investments
Investments other than investments in subsidiaries, associates and interests in joint ventures are clasVL¿HG LQWR WKH IROORZLQJ IRXU FDWHJRULHV WUDGLQJ LQYHVWPHQWV KHOGWRPDWXULW\ LQYHVWPHQWV DYDLODEOHIRUVDOHLQYHVWPHQWVDQGJHQHUDOLQYHVWPHQWV7KHFODVVL¿FDWLRQLVGHSHQGHQWRQWKHSXUSRVHIRUZKLFKWKHLQYHVWPHQWVZHUHDFTXLUHG0DQDJHPHQWGHWHUPLQHVWKHDSSURSULDWHFODVVL¿FDWLRQRI
its investments at the time of the purchase and re-evaluates such designation on a regular basis.
1. ,QYHVWPHQWVWKDWDUHDFTXLUHGSULQFLSDOO\IRUWKHSXUSRVHRIJHQHUDWLQJDSUR¿WIURPVKRUWWHUPÀXFWXDWLRQVLQSULFHDUHFODVVL¿HGDVWUDGLQJLQYHVWPHQWVDQGLQFOXGHGLQFXUUHQWDVVHWV
2. ,QYHVWPHQWVZLWK¿[HGPDWXULW\WKDWWKHPDQDJHPHQWKDVWKHLQWHQWDQGDELOLW\WRKROGWRPDWXULW\DUH
FODVVL¿HGDVKHOGWRPDWXULW\DQGDUHLQFOXGHGLQQRQFXUUHQWDVVHWVH[FHSWIRUPDWXULWLHVZLWKLQ
PRQWKVIURPWKHVWDWHPHQWRI¿QDQFLDOSRVLWLRQGDWHZKLFKDUHFODVVL¿HGDVFXUUHQWDVVHWV
3. ,QYHVWPHQWVLQWHQGHGWREHKHOGIRUDQLQGH¿QLWHSHULRGRIWLPHZKLFKPD\EHVROGLQUHVSRQVHWR
OLTXLGLW\QHHGVRUFKDQJHVLQLQWHUHVWUDWHVDUHFODVVL¿HGDVDYDLODEOHIRUVDOHDQGDUHLQFOXGHGLQ
non-current assets unless management has expressed the intention of holding the investment for
OHVVWKDQPRQWKVIURPWKHVWDWHPHQWRI¿QDQFLDOSRVLWLRQGDWHRUXQOHVVWKH\ZLOOQHHGWREHVROG
to raise operating capital, in which case they are included in current assets.
4. ,QYHVWPHQWVLQQRQPDUNHWDEOHHTXLW\VHFXULWLHVDUHFODVVL¿HGDVJHQHUDOLQYHVWPHQWV
All categories of investment are initially recognised at cost, which is equal to the fair value of
consideration paid plus transaction cost.
060
ANNUAL REPORT 2012
CONTENTS
2.8 Investments (Cont’d)
Trading investments and available for sale investments are subsequently measured at fair value. The
IDLUYDOXHRILQYHVWPHQWVLVEDVHGRQTXRWHGELGSULFHDWWKHFORVHRIEXVLQHVVRQWKHVWDWHPHQWRI¿QDQcial position date by reference to the Stock Exchange of Thailand. The unrealised gains and losses of
trading investments are recognised in income statement. The unrealised gains and losses of available
for sale investments are recognised in equity.
Held-to-maturity investments are carried at amortised cost using the effective yield method less impairment loss.
General investments are carried at cost less impairment loss.
A test for impairment is carried out when there is a factor indicating that an investment might be impaired. If the carrying value of the investment is higher than its recoverable amount, impairment loss is
charged to the income statement.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount
LVFKDUJHGRUFUHGLWHGWRWKHSUR¿WRUORVV:KHQGLVSRVLQJRISDUWRIWKH&RPSDQ\¶VKROGLQJRIDSDUWLFXlar investment in debt or equity securities, the carrying amount of the disposed part is determined by the
weight average carrying amount of the total holding of the investment.
2.9 Investment Property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied
E\WKHFRPSDQLHVLQWKHFRQVROLGDWHG*URXSLVFODVVL¿HGDVLQYHVWPHQWSURSHUW\,QYHVWPHQWSURSHUW\
also includes property that is being constructed or developed for future use as investment property.
Investment property is measured initially at its cost, including related transaction costs and borrowing
costs. Borrowing costs are incurred for the purpose of acquiring, constructing or producing a qualifying
investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition
or construction is actively underway and cease once the asset is substantially complete, or suspended
if the development of the asset is suspended.
After initial recognition, investment property is carried at cost less any accumulated depreciation and
any accumulated impairment losses.
Land is not depreciated. Depreciation on other investment properties is calculated using the straight line
method to allocate their cost to their residual values over their estimated useful lives, as follows:
Buildings and building improvement
15 and 30 years
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future
HFRQRPLFEHQH¿WVDVVRFLDWHGZLWKWKHH[SHQGLWXUHZLOOÀRZWRWKH*URXSDQGWKHFRVWRIWKHLWHPFDQEH
measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of
an investment property is replaced, the carrying amount of the replaced part is derecognised.
061
CONTENTS
2.10 Property, plant and equipment
3URSHUW\SODQWDQGHTXLSPHQWFRPSULVHPDLQO\ODQGDQGEXLOGLQJVH[FHSWDVVHWVXQGHU¿QDQFLDOOHDVH
agreement are shown at fair value, based on valuations by external independent valuers every 5 years,
less subsequent depreciation for buildings. Any accumulated depreciation at the date of revaluation is
eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition
of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
DSSURSULDWHRQO\ZKHQLWLVSUREDEOHWKDWIXWXUHHFRQRPLFEHQH¿WVDVVRFLDWHGZLWKWKHLWHPZLOOÀRZWR
the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
GHUHFRJQLVHG$OORWKHUUHSDLUVDQGPDLQWHQDQFHDUHFKDUJHGWRSUR¿WRUORVVGXULQJWKH¿QDQFLDOSHULRG
in which they are incurred.
Increases in the carrying amount arising on revaluation of land and building are credited to statement of
comprehensive income and shown as gain on asset revaluation in shareholders’ equity. Decreases that
offset previous increases of the same asset are charged in other comprehensive income and debited
DJDLQVWJDLQRQDVVHWUHYDOXDWLRQGLUHFWO\LQHTXLW\DOORWKHUGHFUHDVHVDUHFKDUJHGWRSUR¿WRUORVV
Each year, the difference between depreciation based on the revalued carrying amount of the asset
FKDUJHGWRSUR¿WRUORVVDQGGHSUHFLDWLRQEDVHGRQWKHDVVHW¶VRULJLQDOFRVWLVWUDQVIHUUHGIURPµJDLQRQ
asset revaluation’ to retained earnings.
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to
allocate their cost (or the revalued amount) to their residual values over their estimated useful lives, as
follows:
Land improvements
10 - 15 years
Buildings and improvements
10 - 50 years
Machinery and equipment
5 - 30 years
)XUQLWXUH¿[WXUHVDQGRI¿FHHTXLSPHQW
Vehicles
\HDUV
7 - 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2.14).
Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and
DUHUHFRJQLVHGZLWKLQ³2WKHUORVVHVJDLQVQHW´LQSUR¿WRUORVV
When revalued assets are sold, the amounts included in gain on asset revaluation are transferred to
retained earnings.
062
ANNUAL REPORT 2012
CONTENTS
2.11 Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of
WKHQHWLGHQWL¿DEOHDVVHWVRIWKHDFTXLUHGVXEVLGLDU\XQGHUWDNLQJDWWKHGDWHRIDFTXLVLWLRQ*RRGZLOORQ
DFTXLVLWLRQVRIVXEVLGLDULHVLVVHSDUDWHO\UHSRUWHGLQWKHFRQVROLGDWHGVWDWHPHQWRI¿QDQFLDOSRVLWLRQ
Goodwill is tested annually for impairment and carried at cost less accumulated impairment
losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is
PDGHWRWKRVHFDVKJHQHUDWLQJXQLWVRUJURXSVRIFDVKJHQHUDWLQJXQLWVWKDWDUHH[SHFWHGWREHQH¿W
IURPWKHEXVLQHVVFRPELQDWLRQLQZKLFKWKHJRRGZLOODURVHLGHQWL¿HGDFFRUGLQJWRRSHUDWLQJVHJPHQW
2.12 Leasehold right
Leasehold right is prepaid rental expense that is capitalised and amortised using the straight-line
method over the lease period. Leasehold right is not re-valued. The carrying amount of leasehold right
is reviewed annually for impairment where it is considered necessary.
2.13 Intangible assets
License agreements
Expenditure on acquired patents, trademarks and licences relating to restaurant franchises is capitalised
and amortised using the straight-line method over the related agreement periods, generally over 10
years. The intangible assets are not revalued. The carrying amount of intangible asset is reviewed annually and adjusted for impairment where it is considered necessary.
Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and
EULQJWRXVHWKHVSHFL¿FVRIWZDUH7KHVHFRVWVDUHDPRUWLVHGRYHUWKHLUHVWLPDWHGXVHIXOOLYHVQRWRYHU
10 years.
Costs associated with maintaining computer software programmes are recognised as an expense as
LQFXUUHG'HYHORSPHQWFRVWVWKDWDUHGLUHFWO\DWWULEXWDEOHWRWKHGHVLJQDQGWHVWLQJRILGHQWL¿DEOHDQG
unique software products controlled by the Group are recognised as intangible assets when the following criteria are met:

it is technically feasible to complete the software product so that it will be available for use;

management intends to complete the software product and use or sell it;

there is an ability to use or sell the software product;

LWFDQEHGHPRQVWUDWHGKRZWKHVRIWZDUHSURGXFWZLOOJHQHUDWHSUREDEOHIXWXUHHFRQRPLFEHQH¿WV

DGHTXDWHWHFKQLFDO¿QDQFLDODQGRWKHUUHVRXUFHVWRFRPSOHWHWKHGHYHORSPHQWDQGWRXVHRUVHOO
the software product are available; and

the expenditure attributable to the software product during its development can be reliably measured.
063
CONTENTS
2.14 Impairment of assets
$VVHWVWKDWKDYHDQLQGH¿QLWHXVHIXOOLIHIRUH[DPSOHJRRGZLOODUHQRWVXEMHFWWRDPRUWLVDWLRQDQGDUH
tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for
ZKLFKWKHUHDUHVHSDUDWHO\LGHQWL¿DEOHFDVKÀRZV1RQ¿QDQFLDODVVHWVRWKHUWKDQJRRGZLOOWKDWVXIIHUHG
an impairment are reviewed for possible reversal of the impairment at each reporting date.
2.15
Leases
Leases - Where a Group company is the lessee
/HDVHVLQZKLFKDVLJQL¿FDQWSRUWLRQRIWKHULVNVDQGUHZDUGVRIRZQHUVKLSDUHUHWDLQHGE\WKHOHVVRUDUH
FODVVL¿HGDVRSHUDWLQJOHDVHV3D\PHQWVPDGHXQGHURSHUDWLQJOHDVHVQHWRIDQ\LQFHQWLYHVUHFHLYHG
IURPWKHOHVVRUDUHFKDUJHGWRSUR¿WRUORVVRQDVWUDLJKWOLQHEDVLVRYHUWKHSHULRGRIWKHOHDVH
The Group leases certain property, plant and equipment. Leases of property, plant or equipment where
WKH *URXS KDV VXEVWDQWLDOO\ DOO WKH ULVNV DQG UHZDUGV RI RZQHUVKLS DUH FODVVL¿HG DV ¿QDQFH OHDVHV
Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased
property and the present value of the minimum lease payments.
(DFKOHDVHSD\PHQWLVDOORFDWHGEHWZHHQWKHOLDELOLW\DQG¿QDQFHFKDUJHVVRDVWRDFKLHYHDFRQVWDQW
UDWHRQWKH¿QDQFHEDODQFHRXWVWDQGLQJ7KHFRUUHVSRQGLQJUHQWDOREOLJDWLRQVQHWRI¿QDQFHFKDUJHV
DUHLQFOXGHGLQRWKHUORQJWHUPSD\DEOHV7KHLQWHUHVWHOHPHQWRIWKH¿QDQFHFRVWLVFKDUJHGWRSUR¿WRU
loss over the lease period so as to achieve a constant periodic rate of interest on the remaining balance
RIWKHOLDELOLW\IRUHDFKSHULRG7KHSURSHUW\SODQWRUHTXLSPHQWDFTXLUHGXQGHU¿QDQFHOHDVHVLVGHSUHFLated over the shorter period of the useful life of the asset and the lease term.
Leases - Where a Group company is the lessor
:KHQDVVHWVDUHOHDVHGRXWXQGHUD¿QDQFHOHDVHWKHSUHVHQWYDOXHRIWKHOHDVHSD\PHQWVLVUHFRJnised as a receivable. The difference between the gross receivable and the present value of the receivDEOHLVUHFRJQLVHGDVXQHDUQHG¿QDQFHLQFRPH/HDVHLQFRPHLVUHFRJQLVHGRYHUWKHWHUPRIWKHOHDVH
XVLQJWKHQHWLQYHVWPHQWPHWKRGZKLFKUHÀHFWVDFRQVWDQWSHULRGLFUDWHRIUHWXUQ,QLWLDOGLUHFWFRVWV
DUHLQFOXGHGLQLQLWLDOPHDVXUHPHQWRIWKH¿QDQFHOHDVHUHFHLYDEOHDQGUHGXFHWKHDPRXQWRILQFRPH
recognised over the lease term.
Assets leased out under operating leases are included in property, plant and equipment in the statement
RI¿QDQFLDOSRVLWLRQ7KH\DUHGHSUHFLDWHGRYHUWKHLUH[SHFWHGXVHIXOOLYHVRQDEDVLVFRQVLVWHQWZLWK
other similar property, plant and equipment owned by the Group. Rental income (net of any incentives
given to lessees) is recognised on a straight-line basis over the lease term.
2.16
Borrowings
Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost; any difference between proceeds (net of transaction costs) and
WKHUHGHPSWLRQYDOXHLVUHFRJQLVHGLQSUR¿WRUORVVRYHUWKHSHULRGRIWKHERUURZLQJVXVLQJWKHHIIHFWLYH
yield method.
%RUURZLQJVDUHFODVVL¿HGDVFXUUHQWOLDELOLWLHVXQOHVVWKH*URXSKDVDQXQFRQGLWLRQDOULJKWWRGHIHUVHWtlement of the liability for at least 12 months after the end of reporting date.
064
ANNUAL REPORT 2012
CONTENTS
(PSOR\HH%HQH¿WV
7KH*URXSKDVERWKGH¿QHGEHQH¿WDQGGH¿QHGFRQWULEXWLRQSODQV$GH¿QHGEHQH¿WSODQLVDSHQVLRQ
SODQWKDWLVQRWDGH¿QHGFRQWULEXWLRQSODQ7\SLFDOO\GH¿QHGEHQH¿WSODQVGH¿QHDQDPRXQWRISHQVLRQ
EHQH¿WWKDWDQHPSOR\HHZLOOUHFHLYHRQUHWLUHPHQWXVXDOO\GHSHQGHQWRQRQHRUPRUHIDFWRUVVXFKDV
age, years of service and compensation.
7KH OLDELOLW\ UHFRJQLVHG LQ WKH VWDWHPHQW RI ¿QDQFLDO SRVLWLRQ LQ UHVSHFW RI GH¿QHG EHQH¿W SHQVLRQ
SODQVLVWKHSUHVHQWYDOXHRIWKHGH¿QHGEHQH¿WREOLJDWLRQDWWKHHQGRIWKHUHSRUWLQJSHULRGOHVVWKH
IDLUYDOXHRISODQDVVHWVWRJHWKHUZLWKDGMXVWPHQWVIRUXQUHFRJQLVHGSDVWVHUYLFHFRVWV7KHGH¿QHG
EHQH¿WREOLJDWLRQLVFDOFXODWHGDQQXDOO\E\LQGHSHQGHQWDFWXDULHVXVLQJWKHSURMHFWHGXQLWFUHGLWPHWKRG
7KHSUHVHQWYDOXHRIWKHGH¿QHGEHQH¿WREOLJDWLRQLVGHWHUPLQHGE\GLVFRXQWLQJWKHHVWLPDWHGIXWXUH
FDVKRXWÀRZVXVLQJPDUNHW\LHOGRIJRYHUQPHQWERQGVWKDWDUHGHQRPLQDWHGLQWKHFXUUHQF\LQZKLFKWKH
EHQH¿WVZLOOEHSDLGDQGWKDWKDYHWHUPVWRPDWXULW\DSSUR[LPDWLQJWRWKHWHUPVRIWKHUHODWHGSHQVLRQ
liability.
3DVWVHUYLFHFRVWVDUHUHFRJQLVHGLPPHGLDWHO\LQSUR¿WRUORVVXQOHVVWKHFKDQJHVWRWKHSHQVLRQSODQ
DUHFRQGLWLRQDORQWKHHPSOR\HHVUHPDLQLQJLQVHUYLFHIRUDVSHFL¿HGSHULRGRIWLPHWKHYHVWLQJSHULRG
In this case, the past-service costs are amortised on a straight-line basis over the vesting period.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions
are charged or credited to equity in other comprehensive income in the period in which they arise.
)RU GH¿QHG FRQWULEXWLRQ SODQV WKH *URXS SD\V FRQWULEXWLRQV WR SXEOLFO\ RU SULYDWHO\ DGPLQLVWHUHG
pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised
DVHPSOR\HHEHQH¿WH[SHQVHZKHQWKH\DUHGXH3UHSDLGFRQWULEXWLRQVDUHUHFRJQLVHGDVDQDVVHWWR
the extent that a cash refund or a reduction in the future payments is available.
2.18
Provisions
3URYLVLRQVZKLFKH[FOXGHWKHSURYLVLRQVUHODWLQJWRHPSOR\HHEHQH¿WVDUHUHFRJQLVHGZKHQWKH*URXS
KDVDSUHVHQWOHJDORUFRQVWUXFWLYHREOLJDWLRQDVDUHVXOWRISDVWHYHQWVLILWLVSUREDEOHWKDWDQRXWÀRZ
of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.
Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate
asset but only when the reimbursement is virtually certain.
2.19
Current and deferred income taxes
The Group does not recognise income taxes payable or receivable in future periods with respect to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in
WKH¿QDQFLDOVWDWHPHQWV7KHSULQFLSDOWHPSRUDU\GLIIHUHQFHVDULVHIURP>GHSUHFLDWLRQRQSURSHUW\SODQW
and equipment, revaluations of certain non-current assets and of derivative contracts, provisions for penVLRQVDQGRWKHUSRVWUHWLUHPHQWEHQH¿WVDQGWD[ORVVHVFDUULHGIRUZDUGDQGLQUHODWLRQWRDFTXLVLWLRQV
on the difference between the fair values of the net assets acquired and their tax base.
065
CONTENTS
2.20
Share Capital
2UGLQDU\VKDUHVDUHFODVVL¿HGDVHTXLW\
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted
from equity attributable to the company’ s equity holders until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transact costs and the related income tax effects, is included in equity attributable to
the company’s equity holders.
2.21
Revenue recognition
Hotel revenues from rooms, food and beverage and other services are recognised when the rooms are
occupied, food and beverage are sold and the services are rendered.
Revenues from quick service restaurant business are recognised when food and beverage are sold to
the customers.
Revenue from investments comprises rental income from investment properties and dividend and interest income from investments and bank deposits.
Rental income from investment property is recognised in the statement of income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total
rental income. Contingent rentals are recognised as income in the accounting period in which they are
earned.
Dividend income is recognised in the statement of income on the date the Group’s/Company’s right to
receive payments is established.
Interest income is recognised in the statement of income as it accrues.
2.22 Dividend distribution
'LYLGHQGGLVWULEXWLRQWRWKH&RPSDQ\¶VVKDUHKROGHUVLVUHFRJQLVHGDVDOLDELOLW\LQWKH*URXS¶V¿QDQFLDO
statements in the period in which the dividends are approved by the Company’s shareholders.
066
ANNUAL REPORT 2012
CONTENTS
3. Financial risk management
3.1
Financial risk factors
7KH*URXS¶VDFWLYLWLHVH[SRVHLWWRDYDULHW\RI¿QDQFLDOULVNVFXUUHQF\ULVNDQGLQWHUHVWUDWHULVN7KH
*URXS¶VRYHUDOOULVNPDQDJHPHQWSURJUDPPHIRFXVHVRQWKHXQSUHGLFWDELOLW\RI¿QDQFLDOPDUNHWVDQG
VHHNV WR PLQLPLVH SRWHQWLDO DGYHUVH HIIHFWV RQ WKH *URXS¶V ¿QDQFLDO SHUIRUPDQFH 7KH *URXS XVHV
GHULYDWLYH¿QDQFLDOLQVWUXPHQWVVXFKDVLQWHUHVWUDWHVZDSWRKHGJHFHUWDLQH[SRVXUHV
Interest rate risk
7KH *URXS¶V LQFRPH DQG RSHUDWLQJ FDVK ÀRZV DUH VXEVWDQWLDOO\ LQGHSHQGHQW RI FKDQJHV LQ PDUNHW
interest rates. All interest rate derivative transactions are subject to approval by the Finance Director
EHIRUHH[HFXWLRQ7KH*URXSKDVQRVLJQL¿FDQWLQWHUHVWEHDULQJDVVHWV7KH*URXS¶VSROLF\LVHQWHULQWR
interest rate swap. Under the interest rate swaps, The Group agrees with the other parties to exchange,
DWVSHFL¿HGLQWHUYDOVJHQHUDOO\TXDUWHUO\WKHGLIIHUHQFHEHWZHHQ¿[HGFRQWUDFWUDWHVDQGÀRDWLQJUDWH
interest amounts calculated by reference to the agreed notional principal amounts. Any differential to be
paid or received on an interest rate swap agreement is recognised as a component of interest revenue
or expense over the period of the agreement. Gains and losses on early termination of interest rate
VZDSVRURQUHSD\PHQWRIWKHERUURZLQJDUHWDNHQWRSUR¿WRUORVV
Foreign exchange risk
The Group has two investments in foreign subsidiaries, whose net assets are exposed to currency translation risk. However, the Group does not enters into forward exchange contract to hedge the foreign
currency exposure of its subsidiaries.
$FFRXQWLQJIRUGHULYDWLYH¿QDQFLDOLQVWUXPHQWVDQGKHGJLQJDFWLYLWLHV
Interest rate swap agreements protect the Group from movements in interest rates. Any differential to be
paid or received on an interest rate swap agreement is recognised as a component of interest revenue
or expense over the period of the agreement. Gains and losses on early termination of interest rate
VZDSVRURQUHSD\PHQWRIWKHERUURZLQJDUHWDNHQWRSUR¿WRUORVV
4. Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estiPDWHVZLOOE\GH¿QLWLRQVHOGRPHTXDOWKHUHODWHGDFWXDOUHVXOWV7KHHVWLPDWHVDQGDVVXPSWLRQVWKDW
KDYHDVLJQL¿FDQWULVNRIFDXVLQJDPDWHULDODGMXVWPHQWWRWKHFDUU\LQJDPRXQWVRIDVVHWVDQGOLDELOLWLHV
ZLWKLQWKHQH[W¿QDQFLDO\HDUDUHRXWOLQHGEHORZ
(a)
Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the ac-
067
CONTENTS
counting policy stated in Note 2.14. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates.
4. Critical accounting estimates and assumptions (Cont’d)
E3HQVLRQEHQH¿WV
The present value of the pension obligations depends on a number of factors that are determined on
an actuarial basis using a number of assumptions. The assumptions used in determining the net cost
(income) for pensions include the discount rate. Any changes in these assumptions will have an impact
on the carrying amount of pension obligations.
The Group determines the appropriate discount rate at the end of each year. This is the interest rate
WKDWVKRXOGEHXVHGWRGHWHUPLQHWKHSUHVHQWYDOXHRIHVWLPDWHGIXWXUHFDVKRXWÀRZVH[SHFWHGWREH
required to settle the pension obligations. In determining the appropriate discount rate, the Group conVLGHUVWKHPDUNHW\LHOGRIJRYHUQPHQWERQGVWKDWDUHGHQRPLQDWHGLQWKHFXUUHQF\LQZKLFKWKHEHQH¿WV
will be paid, and that have terms to maturity approximating the terms of the related pension liability.
Other key assumptions for pension obligations are based in part on current market conditions. Additional
information is disclosed in Note 23.
5. Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
JRLQJFRQFHUQLQRUGHUWRSURYLGHUHWXUQVIRUVKDUHKROGHUVDQGEHQH¿WVIRURWKHUVWDNHKROGHUVDQGWR
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
6. Segment information
Segment information Segment reporting is presented in respect of the Group’s business segments.
The primary format, business segments, is based on the Group’s and its subsidiaries’ management and
internal reporting structure.
Inter-segment pricing is determined on mutually agreed terms.
Segment results, assets and liabilities include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated items mainly comprise interest or dividendearning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets
and expenses.
6.1
Financial information by business segments
The Company and its subsidiaries comprise the following main business segments:
Segment 1 Hotel
Segment 2 Food and ice-cream
068
ANNUAL REPORT 2012
549
130
77
069
Profit for the years
703
(9)
(145)
881
(705)
(46)
1,6
(821)
(68)
Profit before finance costs
and income tax expense
Financial costs
Income tax expense
4,903
78
6,099
9
Total expenses
Share profit from investments
7,74
-
4,544
2,867
331
3,634
908
361
,285
1,445
369
8,445
8,342
5
98
5,706
4,782
306
618
6,376
37
898
2012
7,646
2011
2012
Total revenue
Cost of sale
Other expenses
Revenues from operation
Interest income
Other income
487
700
(4)
(209)
5,929
-
3,516
2,118
295
6,629
6,569
9
51
2011
1,26
2,9
(830)
(213)
13,84
59
,829
4,312
700
16,09
14,718
37
996
2012
617
1,581
(709)
(255)
10,832
78
7,150
3,026
656
12,335
11,351
315
669
2011
Total continuing
operations
Food and ice-cream
operation
Hotel operation
Unit : Million Baht
%XVLQHVVVHJPHQWUHVXOWVDQG¿QDQFLDOSRVLWLRQIRUWKH\HDUHQGHG'HFHPEHUDQGZHUHDVIROORZV
Financial information by business segments (Cont’d)
6.1
6. Segment information (Cout’d)
35
1
344
-
()
-
(159)
(560)
(6)
(71)
(214)
(344)
(153)
2012
Eliminations
(27)
(322)
295
-
(439)
-
(166)
(262)
(11)
(761)
(74)
(296)
(391)
2011
1,624
2,323
(486)
(213)
13,116
59
8,670
3,752
694
15,3
14,504
33
843
2012
11,277
19
278
2011
590
1,259
(414)
(255)
10,393
78
6,984
2,764
645
11,574
Consolidated
CONTENTS
CONTENTS
6. Segment information (Cout’d)
6.2
Financial information by business segments
The Group’s business segments are managed on a worldwide basis and, they operate in main
geographical areas as follows:
Thailand is the home country of the parent company which is also the main operating. The areas of operation are principally hotel operations, food and beverage operations, manufacturing and management
operations.
Republic of Maldives - The main activities are hotel operation and spa.
Million Baht
Segment results
Revenues
Total assets
2012
2011
2012
2011
2012
2011
,31
11,574
1,66
590
2,658
21,684
Maldives
70
-
(41)
-
2,972
-
Eliminated
(1)
-
(1)
-
(873)
-
15,3
11,574
1,624
590
2,757
21,684
Company
2012
Baht
2011
Baht
Thailand
7. Cash and cash equivalents
q
Consolidated
2012
Baht
Cash on hand
Cash at bank
Short-term investment
less than 3 months
2011
Baht
56,895,096
,390,740
49,396,839
186,545,146
1,826,400
18,227,482
2,305,500
3,694,948
2,995,313
-
-
-
-
80,000,000
-
-
356,281,149
315,941,985
20,053,882
6,000,448
Bill of exchange
The average effective interest rate of deposits with banks was 0.8% to 2.1% per annum (2011: 0.5% to 1.5%
per annum).
8. Trade and other receivables
Consolidated
2012
Baht
Company
2012
Baht
2011
Baht
Trade receivables - gross
Less Provision for impairment
of trade receivables
467,618,108
267,721,126
104,993,004
68,257,357
(3,824,331)
(2,752,601)
(651,700)
(1,070,450)
Trade receivables - net
463,793,777
264,968,525
104,341,304
67,186,907
85,988,549
47,017,744
25,416,766
41,446,635
Prepaid expenses
Advance to suppliers
,,
30,329,961
-
-
Accrued income
11,000,636
53,066,423
-
-
179,513,485
143,796,047
13,161,677
45,230,634
63,531,938
107,788,208
171,587,270
56,523,099
836,138,013
646,966,908
314,507,017
210,387,275
Other receivables
Receivables from related parties
(Note 33)
070
2011
Baht
ANNUAL REPORT 2012
CONTENTS
8. Trade and other receivables (Cout’d)
Outstanding trade accounts receivable as at 31 December can be analysed as follows:
Consolidated
2012
Baht
Within credit terms
Overdue:
Less than 3 months
36months
6-12months
Over 12 months
of trade receivables
2011
Baht
Company
2012
Baht
2011
Baht
328,051,340
203,258,080
73,144,326
56,876,760
86,791,582
37,152,318
3,075,568
12,547,300
36,795,363
11,299,567
7,058,139
9,309,977
24,135,557
5,233,826
771,875
1,707,420
7,633,470
1,722,302
781,875
1,242,950
467,618,108
267,721,126
104,993,004
68,257,357
(3,824,331)
(2,752,601)
(651,700)
(1,070,450)
463,793,777
264,968,525
104,341,304
67,186,907
9. Inventories
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Food and beverage
Raw materials
Work in process
Finished goods
Operating supplies
Others
56,986,826
328,625,537
1,784,510
5,451,171
68,987,899
14,846,601
45,600,844
294,333,408
1,821,560
287,492
51,192,908
10,481,612
14,125,358
7,205,020
1,934,526
13,211,530
5,454,765
2,423,173
Less Allowance for obsolete stock
476,682,544
3,298,050
403,717,824
3,827,411
23,264,904
-
21,089,468
444,716
473,384,494
399,890,413
23,264,904
20,644,752
The cost of food and beverage which is recognised as an expense and included in ‘cost of sales’ for the year
ended 31 December 2012 amounted to Baht 3,815 million (2011: Baht 2,992 million).
10. Other current assets
Consolidated
2012
Baht
Withholding income tax and
input tax receivable
Undue input tax
98,415,813
2011
Baht
Company
2012
Baht
2011
Baht
111,639,665
12,580,372
11,169,025
1,295,845
2,235,633
651,620
1,856,948
Retentions
14,062,057
48,091,285
-
-
Office supplies
13,674,311
41,723,032
30,329,961
40,145,435
-
-
169,171,058
232,441,979
13,231,992
13,025,973
Others
071
CONTENTS
11. Investments in subsidiaries, associates and interests in joint ventures
a) Investments in subsidiaries
Subsidiaries
At 1 January Additional
Investment
Company
2012
Baht
2011
Baht
4,274,695,445
,,,
8,500,000
945,375,000
Disposals
(250,000)
Decrease shares capital of subsidiaries
(862,499,303)
359,187,116
(19,420,000)
-
(19,420,000)
,,,1
4,274,695,445
Transfer from interests in joint ventures (Note 11 b)
Proceeds from redemption of property funds
At 31 December
On 23 August 2012, the Company invested in Cosi Hotels Co., Ltd. Consisting of 300,000 ordinary
shares with a par value of Baht 100 per share (call-up of Baht 25 per share), totalling Baht 7.5 million.
Total invested shares represent 100% ownership. The Company paid for share capital on 23 August
2012.
On 19 September 2012, the Company invested in Centara Import-Export Co., Ltd. Consisting of 100,000
ordinary shares with a par value of Baht 10 per share (call-up of Baht 10 per share), totalling Baht
1.0 million. Total invested shares represent 100% ownership. The Company paid for share capital on
19 October 2012.
On 9 March 2011, Central Hotel Management Co., Ltd. registered with the Ministry of Commerce to decrease in authorised share capital of 7,500,000 shares with a par value of Baht 100 per share, totalling
Baht 750 million.
On 16 March 2011, Central Karon Village Co., Ltd. registered with the Ministry of Commerce to decrease
authorised share capital of 1,125,000 shares, with a par value of Baht 100 per share, totalling Baht 112.5
million.
On 25 August 2011, Central World Hotel Co., Ltd. registered additional ordinary shares from 10,000,000
shares to 20,000,000 shares, with a par value of Baht 100 per share, (call-up of 80 percent of additional
shares), totalling Baht 800 million. Total invested shares represent 100% ownership. The Company paid
for share capital on 25 August 2011.
On 13 October 2011, S.P. Realty Had Farang Resort Co., Ltd. has called-up additional shares of 885,000
shares with a par value of Baht 100 per share, at call-up of Baht 75 per share, totalling Baht 66.3 million. Total invested shares represent 100% ownership. The Company has recorded as account payable
amount due for the share subscription as at 31 December 2011.
On 18 October 2011, Triplenine Decor Co., Ltd. registered additional ordinary shares of 800,000 shares,
with a par value of Baht 100 per share (fully call-up). The Company had invested in these additional
shares, amounting to Baht 79 million. Total invested shares represent 100% ownership.
On 26 October 2011, the Company sold its investment in S.P. Realty Lanta Beach Co., Ltd. to Central
Krabi Bay Resort Co., Ltd. consisting of 10,000 shares with par value of Baht 100 per share (call-up
25 Baht per share), amounting to Baht 0.25 million.
072
ANNUAL REPORT 2012
CONTENTS
a) Investments in subsidiaries (Cont’d)
$OOLQYHVWPHQWVLQVXEVLGLDULHVLQFOXGHGLQWKHFRQVROLGDWHG¿QDQFLDOVWDWHPHQWVDUHLQYHVWPHQWVLQRUGLQDU\
shares of subsidiaries and units in property funds as follows:
Company
Subsidiaries
Central Samui Beach Resort.
Co., Ltd.
Country of
incorporation
Thailand
Thailand
Central Hua Hin Beach Resort
Co., Ltd.
Central Hotel Management
Co., Ltd.
Central Restaurants Group
Co., Ltd.
Central Samui Hotel Management
Co., Ltd.
Centara International Management
Co., Ltd.
S.P. Realty Had Farang Resort
Co., Ltd.
S.P. Realty Pattaya Beach
Co., Ltd.
Voting power from
% Ownership
(if different
interest
ownership interest)
2012
2011
2012
2011
-
-
Thailand
-
-
Thailand
Thailand
63.9
63.9
-
-
Thailand
-
-
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Central Bangkok Convention & Exhibition Co., Ltd.
(Thailand) Co., Ltd.
Thailand
Thailand
Thailand
*
Thailand
Thailand
Thailand
Property funds
Thai Pattana Fund 2
-
-
-
-
-
-
9
9
100.0
100.0
-
* By direct and indirect shareholding
073
CONTENTS
b) Investments in associates and interests in joint ventures
Consolidated
2012
Baht
At 1 January
Share of net profit of
investments in associates
- equity method
Shared of other comprehensive
income of investment
Additional investment
Remeasuring of investments to
fair value
Change/transfer to investment
in subsidiaries (Note 11 a)
Dividend received
At 31 December
2011
Baht
Company
2012
Baht
2011
Baht
1,235,268,146
1,079,330,605
1,045,204,788
,045,204,788
59,088,709
77,982,693
-
-
70,706,677
756,174,960
154,361,144
179,187,116
-
312,138,587
-
-
-
(1,437,433,711)
(71,492,030)
(76,406,296)
(359,187,116)
-
-
924,451,338
1,235,268,146
865,204,788
1,045,204,788
On 30 January 2012 and 28 March 2012, the Group additional paid for share capital of Centara Maldives
Pvt. Ltd. consisting of 10,000,000 shares with a par value of USD 1 per share (additional call-up of USD
0.25 per share) totalling Baht 77.88 million (USD 2.5 million) and Baht 77.12 million (USD 2.5 million)
respectively. Total invested shares represent 50% ownership.
On 27 February 2012, the Group additionally acquired the investment portion of 33.92%, (existing portion is 50.00%), totalling Baht 179.19 million of the share capital of Karon Phuket Hotel Co., Ltd. This
made the Group increase the investment portion to 83.92%. The investment in Karon Phuket Hotel Co.,
Ltd. changed from “Interests in joint venture” to “Investment in subsidiary” at the date that the Group
has control of this entity.
On 7 June 2012, the Group additionally acquired the investment portion of 25.00%, (existing direct portion is 50.00%) of the share capital of Centara Maldives Pvt. Ltd., totalling Baht 157.38 million (USD 5
million). This made the Group increase the investment portion to 75.00%. The investment in Centara
Maldives Pvt. Ltd. changed from “Interests in joint venture” to “Investment in subsidiary” at the date that
the Group has control of this entity.
On 3 December 2012, the Group additionally acquired the investment portion of 49.00%, (existing direct
portion is 25.00%) of the share capital of R.M.L. Leisure Pvt. Ltd., totalling Baht 264.60 million (USD
8.6 million). This made the Group increase the investment portion to 74.00%. The investment in R.M.L.
Leisure Pvt. Ltd. changed from “Investment in associate” to “Investment in subsidiary” at the date that
the Group has control of this entity.
On 23 September 2011, the Group has invested in Centara Maldives Pvt. Ltd. consisting of 10,000,000
shares (Authorised share capital of 20,000,000 shares) with a par value of USD 1 per share (call-up of
USD 0.5 per share) totalling Baht 154.4 million (USD 5 million). Total invested shares represent 50%
ownership. The Company paid for share capital on 23rd and 28th September 2011.
074
ANNUAL REPORT 2012
CONTENTS
b) Investments in associates and interests in joint ventures (cout’d)
7KHLQYHVWPHQWVLQDVVRFLDWHVDQGLQWHUHVWVLQMRLQWYHQWXUHVLQWKHFRQVROLGDWHG¿QDQFLDOVWDWHPHQWVDVDW
¿QDQFLDOSRVLWLRQGDWHDUHDVIROORZV
Consolidated
Country of
incorporation
Associates
Voting power from
% Ownership
(if different
interest
ownership interest)
2012
2011
2012
2011
R.M.L. Leisure Pvt. Ltd.
Thailand
Maldives
25.3
-
25.3
25.0
Joint Ventures
Thailand
Thailand
Maldives
50.0
-
50.0
50.0*
50.0
-
-
-
-
Company
Country of
incorporation
Thailand
Joint Ventures
Thailand
Thailand
Voting power from
% Ownership
(if different
interest
ownership interest)
2012
2011
2012
2011
25.3
25.3
50.0
50.0
50.0
50.0*
* By direct and indirect shareholding
075
CONTENTS
12. Investment properties
Consolidated
2012
Baht
As at 1 January
Cost
Less Accumulated depreciation
2011
Baht
Company
2012
Baht
2011
Baht
643,284,205
(135,655,529)
618,100,232
(117,705,089)
367,489,498
(38,987,151)
347,384,498
(26,236,254)
Net book amount
507,628,676
500,395,143
328,502,347
321,148,244
For the year ended 31 December
Opening net book amount
Additions
Depreciation
507,628,676
(16,241,089)
500,395,143
25,183,973
(17,950,440)
328,502,347
(12,919,817)
321,148,244
20,105,000
(12,750,897)
Closing net book amount
491,387,587
507,628,676
315,582,530
328,502,347
643,284,205
(151,896,618)
643,284,205
(135,655,529)
367,489,498
(51,906,968)
367,489,498
(38,987,151)
491,387,587
507,628,676
315,582,530
328,502,347
3,643,000,000
3,643,000,000
1,673,671,200
1,673,671,200
114,612,529
114,612,529
50,333,333
50,333,333
As at 31 December
Cost
Net book amount
Fair value
Rental Income
Depreciation expenses of have been charged in the cost of sales and administration expenses.
As at 31 December 2012, investment properties at net book value of Baht 323.4 million (Company: Baht
PLOOLRQZHUHUHYDOXHGE\%URNH5HDO(VWDWH&R/WGD¿UPRILQGHSHQGHQWSURIHVVLRQDOYDOXHUV
on 8 May 2010 at open market values on an existing use basis. The appraised value was Baht 3,336
million (Company: Baht 1,673.7 million). The remainder of its investment properties at net book value of
%DKWPLOOLRQZDVUHYDOXHGE\$PHULFDQ$SSUDLVDO7KDLODQG&R/WGD¿UPRILQGHSHQGHQWSURfessional valuers, on 21 December 2011 at open market values on an existing use basis. The appraised
value was Baht 307 million. Total market value of investment properties as at 31 December 2012 were
Baht 3,643 million.
076
ANNUAL REPORT 2012
1,015,105,008
3,240,626,670
1,352,197,627
-
3,277,595,167
Depreciation charge
4,409,144,107
1,352,197,627
3,277,595,167
077
Net book amount
(10,191,450)
(490,802)
-
(2,289,198,692)
(212,198,449)
-
6,708,534,249
4,409,144,107
2,003,400
(364,680,374)
196,422,515
1,564,886,878
394,713,453
1,292,877
4,300,149
393,354,557
4,176,450,983
4,176,450,983
(12,194,850)
(2,036,270,461)
6,224,916,294
Buildings
and
improvements
Baht
3,277,595,167
Cost/Revaluation
At 31 December 2011
(60,438,448)
-
Transfer from (to) other accounts
-
-
Disposals, net
-
2,817,614
-
36,968,497
Acquisition from investment in a subsidiary
Additions
Year ended 31 December 2011
1,015,105,008
(490,802)
-
3,240,626,670
(151,760,001)
-
Net book amount
1,167,355,811
Land
Baht
Land
improvements
Baht
3,240,626,670
Cost/Revaluation
At 1 January 2011
13. Property, plant and equipment
Machinery
and
equipment
Baht
2,085,444,400
-
(1,918,989,370)
4,004,433,770
2,085,444,400
(389,000)
(299,939,073)
395,948,601
(719,000)
62,962,410
178,220,921
1,749,359,541
1,749,359,541
(389,000)
(1,588,897,307)
3,338,645,848
932,818,149
(511,854)
(1,252,685,964)
2,186,015,967
932,818,149
(57,000)
(199,829,302)
239,339,273
(2,240,697)
113,290,026
97,217,134
685,098,715
685,098,715
(568,854)
(976,283,420)
1,661,950,989
286,076,680
-
(3,097,845)
289,174,525
286,076,680
-
(878,213)
1,060,249
(26,958,679)
-
33,483,570
279,369,753
279,369,753
-
(2,220,767)
281,590,520
Consolidated
Furniture,
fixtures
Hotel
and office
operating
equipment
equipment
Baht
Baht
585,035,841
-
(60,306,688)
645,342,529
585,035,841
-
(37,156,904)
377,775,880
-
-
44,334,425
200,082,440
200,082,440
-
(23,148,064)
223,230,504
Leasehold
improvements
Baht
53,437,028
-
(193,531,955)
246,968,983
53,437,028
-
(17,211,061)
-
(841,000)
-
16,372,228
55,116,861
55,116,861
-
(190,396,554)
245,513,415
Vehicles
Baht
338,285,445
-
-
338,285,445
338,285,445
-
-
(1,638,555,693)
-
3,109,042
811,665,958
1,162,066,138
1,162,066,138
-
-
1,162,066,138
Assets under
construction
Baht
13,320,034,444
(11,194,106)
(5,930,008,963)
19,261,237,513
13,320,034,444
1,557,400
(980,133,375)
(33,295,722)
(29,466,499)
183,661,627
1,614,434,904
12,563,276,109
12,563,276,109
(13,643,506)
(4,968,976,574)
17,545,896,189
Total
Baht
CONTENTS
(490,802)
347,613,097
-
4,542,765,811
8,959,586,609
(490,802)
347,613,097
-
4,542,765,811
078
ANNUAL REPORT 2012
Net book amount
(30,884,194)
(203,664,704)
-
(2,619,820,554)
551,768,603
11,610,291,357
8,959,586,609
(30,884,194)
(1,510,227)
1,259,304,439
(430,137,751)
1,127,726,537
(3,476,916)
-
(5,209,262)
2,247,034,670
387,595,206
4,409,144,107
Buildings
and
improvements
Baht
4,542,765,811
Cost/Revaluation
At 31 December 2012
-
76,097,417
-
784,446,357
Revaluation surplus
(31,200,300)
(1,080,104,621)
15,471,958
-
-
6,121,377
9,520,441
1,352,197,627
Land
improvements
Baht
Translation adjustment
-
2,870,347
Depreciation charge
406,926
(18,020,340)
Write-offs, net
Reclassification
-
402,002,406
93,464,948
3,277,595,167
Land
Baht
Disposals, net
Acquisition from investment in subsidiaries
Additions
13. Property, plant and equipment (Cout’d)
Machinery
and
equipment
Baht
2,200,825,940
(89,207)
(2,107,415,431)
4,308,330,578
2,200,825,940
(89,207)
(140,484)
-
(334,576,314)
101,571,315
(28,386,920)
-
(2,814,727)
141,498,567
238,319,310
2,085,444,400
987,805,113
(686,554)
(1,292,056,121)
2,280,547,788
987,805,113
(686,554)
(133,868)
-
(221,846,756)
80,854,998
(6,606,605)
-
(2,492,803)
86,688,752
119,209,800
932,818,149
322,993,486
(543,330)
(3,799,503)
327,336,319
322,993,486
(543,330)
(12,061)
-
(3,868,812)
138,181
(26,929,040)
-
(22,806,034)
22,722,793
68,215,109
286,076,680
Consolidated
Furniture,
fixtures
Hotel
and office
operating
equipment
equipment
Baht
Baht
804,059,470
-
(117,327,007)
921,386,477
804,059,470
-
-
-
(57,089,687)
272,823,269
(276,297)
-
-
-
3,566,344
585,035,841
Leasehold
improvements
Baht
70,407,520
-
(128,296,627)
198,704,147
70,407,520
-
(21,436)
-
(10,715,490)
4,728,709
(15,892,654)
-
(1,717,041)
12,826,328
27,762,076
53,437,028
Vehicles
Baht
955,596,549
-
-
955,596,549
955,596,549
-
-
-
-
(511,816,965)
60,876,932
-
-
232,973,046
835,278,091
338,285,445
Assets under
construction
Baht
19,191,653,595
(32,694,087)
(6,472,379,947)
25,696,727,629
19,191,653,595
(32,694,087)
(1,818,076)
2,119,848,213
(1,089,435,110)
(1,208,230)
(4,812,616)
(18,020,340)
(35,039,867)
3,151,867,939
1,782,931,325
13,320,034,444
Total
Baht
CONTENTS
(29,542,241)
(23,568,088)
198,573,370
-
772,116,599
772,116,599
Depreciation charge
079
(153,728,085)
1,852,655,463
259,947,876
(61,374,506)
198,573,370
-
772,116,599
2,006,383,548
1,852,655,463
772,116,599
Net book amount
Cost/Revaluation
At 31 December 2011
-
2,700,000
-
(13,460,420)
(67,100,284)
-
17,689,800
Reclassification
457,900
1,877,968,324
Disposals, net
-
286,083,842
1,877,968,324
286,083,842
772,116,599
772,116,599
(124,185,844)
323,890,260
(37,806,418)
2,002,154,168
Buildings
and
improvements
Baht
-
Land
improvements
Baht
772,116,599
Land
Baht
Additions
Net book amount
Cos/Revaluation
At 1 January 2011
Machinery
and
equipment
Baht
834,632,482
(244,067,018)
1,078,699,500
834,632,482
(69,613,138)
17,914,970
35,444,930
(243,642)
10,319,603
840,809,759
840,809,759
(174,604,346)
1,015,414,105
294,441,333
(135,758,834)
430,200,167
294,441,333
(33,668,162)
79,442,931
13,678,262
(128,102)
12,832,290
222,284,114
222,284,114
(107,180,245)
329,464,359
97,963,912
-
97,963,912
97,963,912
-
924,040
(839,324)
(9,630,252)
7,943,393
99,566,055
99,566,055
-
99,566,055
Company
Furniture,
fixtures
Hotel
and office
operating
equipment
equipment
Baht
Baht
463,423,994
(53,183,812)
516,607,806
463,423,994
(30,161,331)
319,977,785
-
-
42,922,720
130,684,820
130,684,820
(23,022,481)
153,707,301
Leasehold
improvements
Baht
15,571,510
(73,073,577)
88,645,087
15,571,510
(8,042,779)
-
-
(922,835)
10,591,066
13,946,058
13,946,058
(75,030,984)
88,977,042
Vehicles
Baht
260,432,482
-
260,432,482
260,432,482
-
(421,872,475)
-
-
397,129,913
285,175,044
285,175,044
-
285,175,044
Assets under
construction
Baht
4,789,811,145
(721,185,832)
5,510,996,977
4,789,811,145
(194,595,739)
(912,749)
(32,276,836)
(10,924,831)
499,886,685
4,528,634,615
4,528,634,615
(541,830,318)
5,070,464,933
Total
Baht
CONTENTS
-
Reclassification
080
ANNUAL REPORT 2012
Net book amount
Cost/Revaluation
At 31 December 2012
282,192,230
(79,822,173)
202,370,057
-
1,304,815,641
2,457,907,725
(186,312,041)
2,644,219,766
2,457,907,725
202,370,057
1,304,815,641
Revaluation surplus
1,304,815,641
628,359,346
27,709,209
(30,144,131)
(20,874,743)
-
-
5,396,182
-
1,640,865
1,852,655,463
Buildings
and
improvements
Baht
529,828,695
3,785,047
(8,623,022)
-
1,800,196
198,573,370
Land
improvements
Baht
Depreciation charge
2,870,347
-
Disposals, net
-
772,116,599
Land
Baht
Additions
10,826,943
(7,045,007)
(1,655,487)
20,227,927
834,632,482
Machinery
and
equipment
Baht
786,560,441
(310,807,216)
1,097,367,657
786,560,441
-
(70,426,417)
291,841,904
(169,143,182)
460,985,086
291,841,904
-
(37,955,171)
23,472,633
(691,123)
(379,883)
12,954,115
294,441,333
104,854,768
-
104,854,768
104,854,768
-
-
19,750
539,133
(8,622,922)
14,954,895
97,963,912
Company
Furniture,
fixtures
Hotel
and office
operating
equipment
equipment
Baht
Baht
686,834,335
(103,444,203)
790,278,538
686,834,335
-
(50,263,042)
270,955,872
(246,949)
-
2,964,460
463,423,994
Leasehold
improvements
Baht
14,304,245
(69,883,526)
84,187,771
14,304,245
-
(1,893,968)
1,187,710
309,421
(870,428)
-
15,571,510
Vehicles
Baht
10,548,514
-
10,548,514
10,548,514
-
-
(316,816,151)
(9,009,524)
-
75,941,707
260,432,482
Assets under
construction
Baht
5,860,037,630
(919,412,341)
6,779,449,971
5,860,037,630
1,185,897,250
(211,557,472)
(3,697,849)
(19,370,889)
(11,528,720)
130,484,165
4,789,811,145
Total
Baht
CONTENTS
CONTENTS
CONTENTS
At 31 December 2012, the Company and 3 subsidiaries mortgaged land, buildings and construction with
carrying value of Baht 4,284 million (2011: Baht 3,933 million) as collateral for bank overdrafts and long
WHUPORDQZLWK¿QDQFLDOLQVWLWXWLRQV
The land lease agreement for the Hua Hin Railway Hotel stipulates that hotel buildings and premises
LQFOXGLQJWKHDGGLWLRQDO¿[WXUHVSDLGE\DVXEVLGLDU\&HQWUDO+XD+LQ%HDFK5HVRUW&R/WGEHORQJWR
the State Railway of Thailand.
The gross amount of fully depreciated property and equipment that was still in use as at 31 December
2012 and 2011 was the following:
The Group
The Company
2012
Baht
2011
Baht
3,730,547,209
2,374,857,292
123,002,039
80,213,086
Revaluation of assets
In December 2012, the Company and its four subsidiaries engaged an independent appraiser to appraise
existing property, plant and equipment. Valuation methodologies applied are income approach. The
increasing in revaluation surplus of the Company and subsidiaries approximately Baht 2,190.6 million
(Company: Baht 1,185.9 million) has been charged to other comprehensive income (Note 26).
In the third quarter of 2008, eight subsidiaries engaged an independent appraiser to appraise existing
property and equipment as at 31 August 2008, which included property and equipment which were
previously appraised. The subsidiaries recorded property and equipment at the new appraisal value
according to the appraisal report dated 31 August 2008.
The asset appraisal stated above, resulted in an increase in revaluation surplus of the Company and
subsidiaries in consolidated balance sheet as at 31 August 2008 of approximately Baht 1,824 million.
The revaluation surplus could not be used for dividend payment. Additionally, in the consolidated
statement of comprehensive income, the Company and subsidiaries recorded net gain from appraisal
and loss from impairment of asset of approximately Baht 3.1 million and Baht 15.2 million, respectively.
On 12 April 2011, the Federation of Accounting Profession (“FAP”) announced “Accounting Record
on Revaluation” FAP announcement No. 18/2554 giving the Group two alternatives to be applied on
depreciating revalued assets: (a) comply with the principle as stipulated in paragraph No. 38 of TAS
No. 16 “Property, Plant and Equipment”, and depreciate the revalued sum or (b) comply with the cost
method when revaluation is made and continue to depreciate the original cost only.
The Group adopted the alternative to comply with the cost method when revaluation is made. The
effects of the above accounting treatment on the Group’s results for the years ended 31 December 2012
DQGZHUHWRLQFUHDVHWKH*URXS¶VSUR¿WE\%DKWPLOOLRQDQG%DKWPLOOLRQUHVSHFWLYHO\DQG
increase in earnings per share by Baht 0.03 per share and Baht 0.03 per share, respectively.
081
CONTENTS
$VVHWVXQGHU¿QDQFLDOOHDVHDJUHHPHQW
+RWHOEXLOGLQJVFRQVWUXFWLRQVDQG¿[WXUHVWKHUHRQRIDVXEVLGLDU\&HQWUDO:RUOG+RWHO&R/WG³&:+´
must be transferred the rights on buildings and constructions thereon which CWH repair and maintenance or construct on the sub-lease land to the land owner, the Crown Property Bureau, at the date of
those repair and maintenance or construction would be completed. According to the sub-lease land
DJUHHPHQWDVDW'HFHPEHUDQGDVVHWVXQGHU¿QDQFLDOOHDVHDJUHHPHQWZHUHDVWKH
following:
Consolidated
Land
improvements
Baht
Buildings
and
improvements
Baht
Machinery
and
equipment
Baht
Furniture,
fixtures
and office
equipment
Baht
Total
Baht
At 1 January 2011
Cost
65,993,654
(6,129,027)
2,417,456,944
(267,076,543)
1,029,982,006
(152,452,813)
27,726,347
(4,380,646)
3,541,158,951
(430,039,029)
Net book amount
59,864,627
2,150,380,401
877,529,193
23,345,701
3,111,119,922
Additions
Transfer from other accounts
Depreciation charge
59,864,627
(2,720,898)
2,150,380,401
3,630,074
775,803
(97,926,385)
877,529,193
(55,457,834)
23,345,701
(3,495,150)
3,111,119,922
3,630,074
7,803
(159,,267)
57,143,729
2,056,859,893
822,071,359
19,850,551
2,955,925,532
At 31 December 2011
Cost
65,993,654
(8,849,925)
2,421,862,821
(365,002,928)
1,029,982,006
(207,910,647)
27,726,347
(7,875,796)
3,545,564,828
(589,639,296)
Net book amount
57,143,729
2,056,859,893
822,071,359
19,850,551
2,955,925,532
Additions
Adjustment
Depreciation charge
57,143,729
87,993
(2,721,271)
2,056,859,893
8,783,949
6,598,964
(23,762,834)
(93,607,262)
822,071,359
1,035,650
(53,918,646)
19,850,551
(2,154,774)
2,955,925,532
9,819,599
6,686,957
(23,762,834)
(152,401,953)
54,510,451
1,954,872,710
769,188,363
17,695,777
2,796,267,301
66,081,647
(11,571,196)
2,413,482,900
(458,610,190)
1,031,017,656
(261,829,293)
27,726,347
(10,030,570)
3,538,308,550
(742,041,249)
54,510,451
1,954,872,710
769,188,363
17,695,777
2,796,267,301
At 31 December 2012
Cost
Net book amount
082
ANNUAL REPORT 2012
CONTENTS
15. Goodwill
Consolidated
2012
Baht
2011
Baht
At 1 January
Addition from acquisition a subsidiary
314,602,238
-
115,416,847
199,185,391
At 31 December
314,602,238
314,602,238
Goodwill arising from the acquisition of Central Restaurants Group Co., Ltd. and indirect interest in CRG International Food Co., Ltd. are Baht 115 million and Baht 199 million respectively. The Group has tested for
impairment of goodwill annually by comparing the carrying amount to the recoverable amount for each cashJHQHUDWLQJXQLW7KLVLVGHWHUPLQHGEDVHGRQYDOXHLQXVHFDOFXODWLRQV7KHVHFDOFXODWLRQVXVHDFDVKÀRZSURMHFWLRQIRU\HDUVDQGFDVKÀRZVEH\RQGWKH\HDUSHULRGDUHH[WUDSRODWHGXVLQJWKHHVWLPDWHGJURZWKUDWHV
at 0.00% per annum. The discount rate after tax used in the calculation is 10.00% per annum.
16. Leasehold rights
Consolidated
2012
Baht
At 1 January
Additions
Acquisition from investment in
subsidiaries
Amortisation charge
At 31 December
2011
Baht
Company
2012
Baht
2011
Baht
416,540,368
480,352,132
156,610,721
224,528,588
,,
57,097,545
11,317,501
10,324,381
(135,597,530)
(120,909,309)
(82,936,782)
(78,242,248)
876,087,576
416,540,368
84,991,440
156,610,721
083
CONTENTS
17. Other intangible assets
Software
licenses
Baht
Consolidated
License
Agreement
Baht
Total
Baht
Company
Software
licenses
Baht
At 1 January 2011
Cost
Less Accumulated amortisation
178,052,221
(70,597,504)
-
178,052,221
(70,597,504)
69,989,805
(24,931,960)
Net book amount
107,454,717
-
107,454,717
45,057,845
Additions
Acquisition from investment
in a subsidiary
Amortisation charge
107,454,717
13,876,731
19,130,155
239,926,421
107,454,717
13,876,731
259,056,576
45,057,845
5,956,337
-
990,47
(31,933,198)
(7,997,547)
990,7
(39,930,745)
912,750
(8,708,554)
109,518,879
231,928,874
341,447,753
43,218,378
At 31 December 2011
Cost
207,382,329
(97,863,450)
239,926,421
(7,997,547)
447,308,750
(105,860,997)
76,871,188
(33,652,810)
Net book amount
109,518,879
231,928,874
341,447,753
43,218,378
Additions
Acquisition from investment
in a subsidiary (Note 32)
Disposals, net
Adjustment
Translation adjustment
Amortisation charge
109,518,879
38,158,247
231,928,874
-
341,447,753
38,158,247
43,218,378
5,659,075
923,760
(4,940,610)
1,208,230
(7,356,270)
(26,484,470)
(,88)
(23,992,642)
-
923,760
(4,940,610)
1,208,230
(7,356,270)
(50,477,112)
(,88)
(54,644)
3,697,849
(6,957,537)
(8,897,033)
-
111,026,478
207,936,232
318,962,710
36,666,088
235,440,994
(124,414,516)
,926,421
(31,990,189)
475,367,415
(156,404,705)
78,020,280
(41,354,192)
111,026,478
207,936,232
318,962,710
36,666,088
At 31 December 2012
Cost
Net book amount
084
ANNUAL REPORT 2012
CONTENTS
18. Other non-current assets
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Receivable from reciprocation
agreement on hotel construction
and renovation
Deposits
Advance payment for construction
land and equipment
Prepaid car park service
Others
349,515,306
15,324,309
308,047,101
8,427,634
15,324,309
9,551,508
59,089,077
87,914,434
200,668,868
129,781,000
92,310,156
187,416,661
9,264,320
858,331
81,300,161
13,615,795
Total
697,187,685
732,879,227
18,550,285
119,791,773
On 28 December 2004, the Company entered into a reciprocation agreement with Duangtawan Hotel
Co., Ltd. (“CDC”), under hotel improvement regarding the construction and renovation of CDC, according
to the details and related documents for the development and improvement of the infrastructure of the
hotel of not exceeding Baht 50 million, repayable within 5-year period commencing from the agreement
date. The said amount is guaranteed by pledging share of CDC and guaranteed by a person who is
both shareholder and director of CDC. Compensation fee is charged quarterly at MLR of a commercial
bank minus 1%. As at 31 December 2012, there is no the receivable under the said reciprocation agreement (2011: Baht 15.3 million).
19. Borrowings
Consolidated
2012
Baht
Current
Bank overdrafts
Short-term borrowings from financial
institutions
Current portion of
long-term borrowings
Financial institutions
Current portion of debentures
Current portion of equity of
unit holder
in property fund
Short-term loans from others
Short-term loan from related parties
Non-Current
Long-term from financial
institutions
Debentures
Equity of unit holder in property fund
Total borrowings
2011
Baht
Company
2012
Baht
2011
Baht
59,441,615
87,865,027
7,315,474
48,331,463
2,540,000,000
1,830,000,000
2,400,000,000
1,650,000,000
958,000,000
1,399,862,968
408,000,000
1,598,966,615
588,000,000
1,399,862,968
288,000,000
1,598,966,615
62,000,000
61,065,935
-
62,000,000
6,000,000
749,000,000
70,000,000
5,080,370,518
3,992,831,642
5,144,178,442
3,655,298,078
5,143,150,930
1,799,117,717
31,000,000
2,718,000,000
3,199,049,302
93,000,000
1,430,000,000
1,799,117,717
-
2,018,000,000
3,199,049,302
-
6,973,268,647
6,010,049,302
3,229,117,717
5,217,04,302
12,053,639,165
10,002,880,944
8,373,296,159
8,872,347,380
The borrowings include secured liabilities in a total amount of Baht 4,284 million (2011: Baht 1,826
million). The bank borrowings are secured over a part of the land and buildings of the Group (Note 13).
Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event
of default.
085
CONTENTS
19. Borrowings (Cont’d)
The interest rate exposure on the borrowings of the Group and the Company is as follows:
Consolidated
2012
Baht
Company
2012
Baht
2011
Baht
2011
Baht
Borrowings:
- at fixed rates
- at floating rates
4,660,046,620
7,393,592,545
3,855,049,052
6,147,831,642
5,347,980,685
3,025,3,74
3,919,049,302
4,953,298,078
Total borrowings
12,053,639,165
10,002,880,944
8,373,296,159
8,872,347,380
Maturity of long-term borrowings are as follow:
Consolidated
2012
Baht
Within 1 year
After 1 year but within 5 years
Over 5 years
Company
2012
Baht
2011
Baht
2011
Baht
958,000,000
408,000,000
588,000,000
288,000,000
4,567,382,450
575,768,480
2,432,000,000
286,000,000
1,430,000,000
-
1,952,000,000
66,000,000
6,101,150,930
3,126,000,000
2,018,000,000
2,306,000,000
Under the terms and conditions on the loan agreements, the Company need to comply with debt to
equity ratio not exceed 2:1 , 2.5:1 and 2.75:1.
/RQJWHUPORDQVIURP¿QDQFLDOLQVWLWXWLRQVEHDULQWHUHVWDWPDUNHWUDWHV
'XULQJWKH&RPSDQ\KDVUHQHZHGORQJWHUPORDQDJUHHPHQWZLWKD¿QDQFLDOLQVWLWXWLRQZKLFKKDG
been due in 2011 amounting to Baht 500 million. The new agreement is repayable in year 2014.
%DQNRYHUGUDIWVDQGVKRUWWHUPORDQVIURP¿QDQFLDOLQVWLWXWLRQVDQGORQJWHUPORDQVRIWKH*URXSDVDW
31 December 2012 and 2011 were secured by the Group’s property, plant and equipment with carrying
value of Baht 3,896 million as at 31 December 2012 (2011: Baht 3,933 million).
Central Restaurants Group Co., Ltd (“CRG”) entered into the agreements with three local banks to obtain
various short-term credit facility lines. Under the term of the agreement, CRG shall not dispose, pledge
or mortgage the existing or future property and leasehold right in an amount over the agreed amount
stated in the agreements without consent from the bank.
According to the loan agreement between Central World Hotel Co., Ltd (“CWH”) and a local bank, CWH
shall not dispose, transfer, lease, or make any commitment in leasehold land and building and construction
thereon without consent from the bank.
086
ANNUAL REPORT 2012
CONTENTS
Interest rate
(%)
Consolidated / Company
2012
2011
Baht
Baht
Maturity date
No. 1/2009, Set 2
4.55
29 July 2012
-
600,000,000
No. 2/2009
4.45
24 July 2012
-
1,000,000,000
No. 1/2010
3.50
30 September 2013
1,000,000,000
1,000,000,000
No. 2/2010
3.85
23 June 2017
500,000,000
500,000,000
No. 3/2010
3.85
29 June 2017
500,000,000
500,000,000
No. 4/2010
3.40
3 September 2013
400,000,000
400,000,000
No. 1/2011
4.86
29 March 2016
No. 2/2011
4.75
29 March 2016
500,000,000
300,000,000
500,000,000
300,000,000
3,200,000,000
4,800,000,000
(1,019,315)
(1,984,083)
3,198,980,685
(1,399,862,968)
4,798,015,917
(1,598,966,615)
1,799,117,717
3,199,049,302
Deferred expense in issuing
debenture
Net
Debenture due within one year
Debenture due after one year
The debentures are in the name of specific holders, unsubordinated and without collateral.
The debenture deed contains certain restrictions and conditions relating to financial ratios, payment
of dividends, decrease in paid up share capital, pledge, mortgage, and disposal of assets, which are
material for business operations.
Under the terms and conditions on the prospectus, the Company need to comply with interest
bearing debt to equity ratio not exceed 2:1.
As at 31 December 2012 and 2011, the Company has various interest rate swap contracts which the
details of the contracts are as follows:
Conditions under previous contracts
Principal
Interest rate
Baht 2,000,000,000
Quarterly, fixed interest rate of 3.50% - 3.85% p.a.
Conditions under interest rate swaps contracts
Principal
Interest rate
Baht 2,000,000,000
Monthly, floating interest rate of MLR minus 3% p.a.
Quarterly, fixed interest rate 4.65% p.a.
The above contracts are mature during 30 September 2013 to 29 June 2017.
087
CONTENTS
Unit holder in Thai Pattana fund 2 equity
Consolidated
2012
Baht
2011
Baht
Due within one year
Due after one year but within five years
62,000,000
31,000,000
62,000,000
93,000,000
Total
93,000,000
155,000,000
As at 31 December 2012 and 2011, unit holder equity consisted of investment of unit holder type A,
(denominated in Thai Baht) which guaranteed for payment by the Company. Dividend payment for
unit holders is calculated at the percentage of the latest net asset value per unit as specified in the
unit holder agreement.
The carrying amounts and fair values of certain long-term borrowings are as follows:
Consolidated
Carrying amounts
2012
Baht
Long-term bank borrowings
Debentures
Fair values
2012
Baht
2011
Baht
2011
Baht
5,143,150,930
1,799,117,717
2,718,000,000
3,199,049,302
5,199,044,928
1,806,967,151
2,848,934,406
3,185,410,763
6,942,268,647
5,917,049,302
7,006,012,079
6,034,345,169
Company
Carrying amounts
2012
Baht
Fair values
2012
Baht
2011
Baht
Long-term borrowings from bank
1,430,000,000
2,018,000,000
1,476,435,015
2,098,563,005
Debentures
1,799,117,717
3,199,049,302
1,806,967,151
3,185,410,763
-
122,250,000
-
127,229,301
3,229,117,717
5,339,299,302
3,283,402,166
5,411,203,069
Liability under consignment
agreement
088
2011
Baht
ANNUAL REPORT 2012
CONTENTS
Borrowing facilities
The Group and the Company have the following undrawn bank overdrafts and committed borrowing
facilities:
Consolidated
2012
Baht
Float rate
- expiring within one year
2011
Baht
Company
2012
Baht
2011
Baht
892,040,337
2,202,134,973
198,684,526
157,668,537
892,040,337
2,202,134,973
198,684,526
157,668,537
20. Trade and other payables
Consolidated
2012
Baht
Trade payable - other parties
2011
Baht
Company
2012
Baht
2011
Baht
653,933,057
571,605,975
50,953,983
36,566,239
7,127,705
94,008
371,740
125,026
-
-
14,207,925
71,054,473
Other payables
101,367,090
57,694,615
35,835,210
31,665,939
Payables for purchase of building and
equipment
297,027,975
285,732,425
12,285,529
80,094,567
24,923,895
28,448,370
11,549,557
90,823,089
741,690,270
623,181,924
95,414,713
56,957,841
25,331,400
25,738,400
823,096
-
1,851,401,392
1,592,495,717
221,441,753
367,287,174
Trade payable - related parties (Note 33)
Amounts due to related parties
(Note 33)
Current portion of finance lease liabilities
Accrued expenses
Other
Total trade and other payables
089
CONTENTS
21. Provision for guarantee payment
Provision for guarantee payment represented guarantee under the building lease agreement which the
Company and a subsidiary guarantee lease fee income of Centara Hotels & Resorts Leasehold Property
Fund. Balances as 31 December 2012 and 2011 of provision for guarantee payment were as follows:
Consolidated
2012
Baht
Short-term provision for
guarantee payment
Long-term provision for
guarantee payment
Total
2011
Baht
Company
2012
Baht
2011
Baht
56,188,542
88,917,402
28,189,791
44,609,861
-
15,796,620
-
7,924,505
56,188,542
104,714,022
28,189,791
52,534,366
Movements during the years ended 31 December 2012 and 2011 of provision for guarantee
payment were as follows:
Consolidated
2012
Baht
At 1 January
Increase
Decrease
At 31 December
2011
Baht
Company
2012
Baht
2011
Baht
104,714,022
40,391,922
(88,917,402)
119,162,103
73,696,402
(88,144,483)
52,534,366
20,265,286
(44,609,861)
59,784,203
36,972,250
(44,222,087)
56,188,542
104,714,022
28,189,791
52,534,366
22. Other current liabilities
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Deposits
234,274,618
231,581,847
132,683,168
118,201,324
Retentions
135,879,278
156,299,321
15,574,121
37,930,618
36,827,970
61,567,349
42,458,935
19,480,083
32,934,638
50,696
33,019,522
468,549,215
449,820,186
181,242,623
189,151,464
Withholding tax and value added tax
payables
Others
Total
3URYLVLRQIRUHPSOR\HHEHQH¿WV
7KH*URXSDGRSWHG7$6(PSOR\HH%HQH¿WVZLWKHIIHFWIURP-DQXDU\WKH*URXSKDVRSWHGWR
record the entire amount of the transitional obligation as at 1 January 2011, totalling Baht 142.5 million for
the Group and Baht 49.9 million for the Company, as an adjustment to retained earnings as at 1 January
2011.
090
ANNUAL REPORT 2012
CONTENTS
3URYLVLRQIRUHPSOR\HHEHQH¿WV&RXW¶G
7KHDPRXQWVUHFRJQLVHGLQWKHVWDWHPHQWRI¿QDQFLDOSRVLWLRQDUHGHWHUPLQHGDVIROORZV
Consolidated
2012
Baht
2011
Baht
Present value of unfunded obligations
Actuarial gains
196,407,611
(79,152,774)
Liability in the statement of financial
position
117,254,837 167,949,165
Company
2012
Baht
167,949,165
65,656,930
(20,452,650)
45,204,280
2011
Baht
57,858,283
57,858,283
The movement in the defined obligation over the year is as follows:
Consolidated
2012
Baht
At 1 January
Current service cost
Interest cost
Actuarial gains
Benefits paid
Acquisition from investment in subsidiary
(Note 32)
At 31 December
2011
Baht
Company
2012
Baht
2011
Baht
167,949,165
20,150,755
7,739,574
(79,152,774)
142,502,087
21,125,789
6,969,249
-
57,858,283
6,494,227
2,516,017
(20,452,650)
49,903,223
6,582,557
2,317,203
-
(2,250,042)
(2,647,960)
(1,211,597)
(944,700)
2,818,159
-
-
-
117,254,837
167,949,165
45,204,280
57,858,283
The amount recognised in expenses is as follows
Consolidated
2012
Baht
Current service cost
Interest cost
Total, included in staff costs
2011
Baht
Company
2012
Baht
2011
Baht
20,150,755
21,125,787
6,494,227
6,582,557
7,739,574
6,969,249
2,516,017
2,317,203
27,890,329
28,095,036
9,010,244
8,899,760
Of the total charge, Baht 27,890,329 (2011: Baht 28,095,036) were included in administrative
expenses.
The principal actuarial assumptions used were as follows:
Consolidated
2012
%
2011
%
Company
2012
%
2011
%
Discount rate
Inflation rate
3.6
3.5
4.0,4.75
-
3.6
3.5
4.75
-
Future salary increases
5.0
4.0-6.0
5.0
4.0
Mortality assumption of the mortality rate is based from Thailand mortality ordinary 2008 (TMO08)
issued by the Office of the Insurance Commission.
091
CONTENTS
24. Share capital
Authorised
Shares
number of
Shares
Consolidated/Company
Issued and
paid-up
shares
Ordinary
number of
shares
Shares
Baht
Share
premium
Baht
Total
Baht
At 1 January 2011
Issue of shares
,580,800,000
-
1,350,000,000
-
1,350,000,000
-
970,000,000
-
2,320,000,000
-
At 31 December 2011
Issue of shares
Reduction of shares
,580,800,000
(230,800,000)
1,350,000,000
-
1,350,000,000
-
970,000,000
-
2,320,000,000
-
At 31 December 2012
1,350,000,000
1,350,000,000
1,350,000,000
970,000,000
2,320,000,000
The total number of authorised ordinary shares is 1,350,000,000 shares (2011: 1,580,800,000 shares)
with a par value of Baht 1 per share. The issued and paid-up shares is 1,350,000,000 shares (2011:
1,350,000,000 shares).
At the Annual General Meeting of Shareholders on 23 April 2012, the shareholders approved the
reduction of the Company’s registered capital from Baht 1,580,800,000 to Baht 1,350,000,000 through
the elimination of the registered, but unissued of 230,800,000 shares, with a par value of Baht 1 each.
25. Legal reserve
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
At 1 January
Appropriation during the year
158,080,000
-
158,080,000
-
158,080,000
-
158,080,000
-
At 31 December
158,080,000
158,080,000
158,080,000
158,080,000
Under the Public Limited Company Act., B.E. 2535, the Company is required to set aside as a legal
UHVHUYHDWOHDVWRILWVQHWSUR¿WDIWHUDFFXPXODWHGGH¿FLWEURXJKWIRUZDUGLIDQ\XQWLOWKHUHVHUYHLV
not less than 10 percent of the registered capital. The legal reserve is non-distributable.
As at 31 December 2012, legal reserve of subsidiaries amounting to Baht 6,463,000 (2011: Baht 1,476,066)
KDYHEHHQLQFOXGHGLQWKHXQDSSURSULDWHGUHWDLQHGHDUQLQJVRIWKHFRQVROLGDWHG¿QDQFLDOVWDWHPHQWV
092
ANNUAL REPORT 2012
CONTENTS
26. Other component of equity
Consolidated
Remeasuring
of available-forsale investment
Baht
Land and
building
revaluation
Baht
Translation
adjustment
Baht
Actuarial
gains
on employee
benefits
Baht
Total
Baht
At 1 January 2011
Depreciation transfer
Loss on remeasuring of
available-for-sale
investments
240,107
-
1,591,972,406
(43,664,422)
-
-
1,592,212,513
(43,664,422)
(15,925)
-
-
-
(15,925)
At 31 December 2011
224,182
1,548,307,984
-
-
1,548,532,166
At 1 January 2012
Revaluation
Revaluation transfer
Gain on remeasuring of
available-for-sale
investments
Currency translation difference
Actuarial gains
224,182
-
1,548,307,984
2,190,554,890
(,722,481)
-
-
1,548,532,166
2,190,554,890
(42,722,481)
239,312
-
-
(21,620,634)
-
76,395,306
239,312
(21,620,634)
76,395,306
At 31 December 2012
463,494
3,696,140,393
(21,620,634)
76,395,306
3,751,378,559
Land and
building
revaluation
Baht
Company
Actuarial
gains
on employee
benefits
Baht
Total
Baht
At 1 January 2011
818,534
(30,242)
-
818,534
(30,242)
At 31 December 2011
788,292
-
788,292
At 1 January 2012
Revaluation
Actuarial gains
At 31 December 2012
788,292
1,185,897,250
(33,984)
-
20,452,650
788,292
1,185,897,250
(33,984)
20,452,650
,186,651,558
20,452,650
1,207,104,208
093
CONTENTS
27. Other income
Consolidated
2012
Baht
Interest income
2011
Baht
Company
2012
Baht
2011
Baht
33,073,417
19,388,809
205,964,922
205,819,493
Management income
163,479,752
,465,568
381,431,461
285,525,074
Gain on business acquisition (Note 32)
146,029,477
-
-
312,138,587
-
-
-
38,294,215
28,536,878
4,740,000
8,449,113
Subsidy
28,998,177
21,138,924
-
-
Gain on insurance claim
57,116,555
-
-
-
Sale of used oil
Others
20,669,005
76,768,684
18,400,224
72,492,268
53,630,806
28,481,540
876,567,869
296,422,671
645,767,189
528,275,220
Gain on re-measuring to fair value of
investments(Note 32)
Rental and other services income
Total other income
28. Finance cost
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Interest expense:
Related parties
Financial institutions and
debenture holders
Unit holders in property fund’s
-
-
17,287,894
12,727,966
479,156,903
7,185,245
402,952,690
11,119,869
369,444,874
-
329,449,996
-
Net
486,342,148
414,072,559
386,732,768
342,177,962
29. Expenses by nature
7KHIROORZLQJH[SHQGLWXUHLWHPVFODVVL¿HGE\QDWXUHKDYHEHHQFKDUJHGLQDUULYLQJDWRSHUDWLQJSUR¿W
2011
Baht
Company
2012
Baht
2011
Baht
Cost of food and beverage used
3,815,375,727
2,992,116,006
308,824,983
197,177,469
Staff costs
1,719,892,862
2,178,824,461
432,570,489
594,592,747
Royalty fee
1,259,288,715
434,743,036
-
4,375,187
811,876,792
446,264,608
192,936,783
188,242,248
1,482,902,651
1,455,609,771
316,311,104
282,168,585
Land and building rental
094
Consolidated
2012
Baht
ANNUAL REPORT 2012
CONTENTS
30. Earnings per share
%DVLFHDUQLQJVSHUVKDUHLVFDOFXODWHGE\GLYLGLQJWKHQHWSUR¿WDWWULEXWDEOHWRVKDUHKROGHUVRIWKHFRPSDQ\
by the weighted average number of ordinary shares in issue during the year, excluding treasury shares
(see Note 24).
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Earnings (Baht)
Net profit attributable to ordinary
shareholders of the company
1,576,060,744
550,385,018
775,488,091
130,083,854
Weighted average number of
ordinary shares outstanding
(Shares)
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1.17
0.41
0.57
0.10
Basic earnings per share
(Baht per share)
There are no potential dilutive ordinary shares in issue for the years ended 2012 and 2011.
31. Dividends per share
At the Annual General Meeting of Shareholders on 23 April 2012, the shareholders approved the declaration
of the annual dividend for the year 2012 at Baht 0.15 each (2011: Baht 0.05), totalling Baht 202.5 million
(2011: Bath 67.5 million). The dividends were paid on 21 May 2012.
32. Business Acquisition
On 27 February 2012, the Group additionally acquired the investment portion of 33.92%, (existing portion
is 50.00%), totalling Baht 179.19 million of the share capital of Karon Phuket Hotel Co., Ltd. from the one
of shareholder who desires to exit from the business. The investment in Karon Phuket Hotel Co., Ltd.
changed from “Interests in joint venture” to “Investment in subsidiary” at the date that the Group has control
of this entity. The group recognised a gain of Baht 287.59 million as a result of measuring at fair value
of investment held before the business acquisition. The gain is included in other income in the group’s
statement of comprehensive income. The acquired companies generated revenue of Baht 281.68 million
and net income of Baht 67.43 million to the Group for the period from 1 March 2012 to 31 December 2012.
If the acquisition had occurred on 1 January 2012, the Group’s revenue would have been of Baht 380.57
million, and net income would have been of Baht 115.49 million.
095
CONTENTS
32. Business Acquisition (Cont’d)
Details of net assets acquired are as follows:
Purchase consideration
Baht Million
Purchase price
Fair value of investment held before business acquisition
Fair value of net assets acquired (see below)
179.19
532.04
(857.26)
Gain from business acquisition present in other income
(146.03)
Amount due from related parties
Inventories
Loans to related parties
Property, plant and equipment, net
Intangible assets, net
Refundable deposit
Amount due to related parties
Accrued expenses
Borrowings from financial institutions
Employees benefit obligations
12.16
0.43
38.43
3.24
116.00
2.89
1,512.00
0.17
3.38
(37.05)
(11.91)
(4.57)
(5.82)
(605.00)
(2.82)
Fair value of net assets
1,021.53
(164.27)
Fair value of net assets acquired
096
ANNUAL REPORT 2012
857.26
CONTENTS
Centara Maldives Pvt. Ltd.,
On 7 June 2012, the Group additionally acquired the investment portion of 25.00%, (existing portion is
50.00%) of the share capital of Centara Maldives Pvt. Ltd., totalling Baht 157.38 million (USD 5 million)
for business expansion in overseas purpose. This made the Group increase the investment portion to
75.00%. As a result, the investment in Centara Maldives Pvt. Ltd. changed from “Interest in joint venture”
to “Investment in subsidiary”. The group recognised a gain of Baht 24.55 million as a result of measuring
at fair value of investment held before the business acquisition. The gain is included in other income in the
group’s statement of comprehensive income. At the date that the Group had control over this entity, the
acquired company generated revenue of Baht 2.2 million and net loss at Baht 50.54 million to the Group
for the period from 1 June 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012,
the Group’s revenue would have been Baht 3.00 million, and net loss would have been Baht 50.49 million.
Purchase price
Fair value of investment held before business acquisition
Fair value of net assets acquired (see below)
Baht Million
157.38
314.74
(435.29)
36.83
Purchases price over net assets presented in expense
159
81.55
2.81
232.97
243.77
0.70
(0.50)
(4.98)
(0.08)
(0.20)
(17.24)
Leasehold rights
Amount due to related parties
Accrued expenses
Fair value of net assets
580.39
(145.10)
435.29
Fair value of net assets acquired
Net assets from acquisition of investment in Centara Maldives Pvt. Ltd. are stated at the net book value
of the date of acquisition. Since the Group just started the operation and in the process of construction
the hotel thus the book value considered closed to fair value, the group uses the difference between net
book value of investment and net book value of net assets acquired to record in expense.
097
CONTENTS
R.M.L. Leisure Pvt. Ltd.
On 3 December 2012, the Group additionally acquired in the investment portion of 49.00%, (existing
portion is 25.00%) of the share capital of R.M.L. Leisure Pvt. Ltd., totalling Baht 264.61 million (USD
8.6 million) for business expansion in overseas purpose. This made the Group increase the investment
portion to 74.00%. The investment in R.M.L. Leisure Pvt. Ltd. changed from “Investment in associate”
to “Investment in subsidiary” at the date that the Group has control of this entity, the acquired company
generated revenue of Baht 68.10 million and net income at Baht 9.77 million to the Group for the period
from 1 December 2012 to 31 December 2012. If the acquisition had occurred on 1 January 2012, the
Group’s revenue would have been Baht 672.44 million, and net loss would have been Baht 22.74 million.
Purchase price
Book value of investment held before business acquisition
Book value of net assets acquired (see below)
Purchases price over book value
Inventory
Loans
Accrued expenses
Book value of net assets
Book value of net assets acquired
Baht Million
264.61
69.67
(334.28)
45.45
66.56
16.91
1,887.72
4.71
(217.41)
(1,246.31)
(59.51)
(46.39)
451.73
(117.45)
334.28
Net assets from acquisition of investment in R.M.L. Leisure Pvt. Ltd., are stated at the net book value of
the date of acquisition. The Group is in the process of appraising the fair value of tangible and intangible
assets and liabilities and the adjustments to fair value will be done. The difference between net book
value and net fair value will be adjusted with goodwill.
098
ANNUAL REPORT 2012
CONTENTS
33. Related party transactions
Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are
controlled by, or are under common control with, the company, including holding companies, subsidiaries
and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or
LQGLUHFWO\DQLQWHUHVWLQWKHYRWLQJSRZHURIWKHFRPSDQ\WKDWJLYHVWKHPVLJQL¿FDQWLQÀXHQFHRYHUWKH
HQWHUSULVHNH\PDQDJHPHQWSHUVRQQHOLQFOXGLQJGLUHFWRUVDQGRI¿FHUVRIWKHFRPSDQ\DQGFORVHPHPEHUV
of the family of these individuals and companies associated with these individuals also constitute related
parties.
In considering each possible related-party relationship, attention is directed to the substance of the
relationship, and not merely the legal form.
The Company is ultimate parent company.
Relationships with related parties that control or jointly control the Company or are being controlled or
jointly controlled by the Company or have transactions with the Group were as follows:
33.1 Incomes and expenses
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Subsidiaries:
Rental income
Interest income
Management fee income
Dividend income
Interest expense
Other expenses
Rental expense
-
-
4,140,000
202,825,833
353,125,086
524,581,217
17,287,894
2,646,560
120,147,204
4,140,000
202,942,628
198,245,463
310,526,272
12,727,966
2,646,514
120,147,204
Joint ventures:
Interest income
Other income
19,374,206
2,460,000
25,000,000
31,825,334
2,461,790
2,903,533
19,374,206
2,460,000
-
31,825,334
2,461,790
-
71,492,030
15,372,829
32,358,298
225,000,000
40,391,921
76,406,296
15,774,135
33,996,269
225,000,000
73,696,403
71,492,030
20,265,286
76,406,296
36,972,250
14,279,196
10,403,892
23,692,911
118,177,661
39,674,729
13,167,007
14,279,196
2,095,309
17,159,481
108,497,669
36,142,027
19,327,722
8,081,963
1,331,586
89,273,243
39,674,729
-
2,095,309
80,959,726
36,142,027
3,593,496
-
Associates:
Dividend income
Interest income
Rental expense
Entities controlled by ultimate
shareholders
Rental income
Other income
Rental expense
Electricity expense
Management fees expense
Other service fees
099
CONTENTS
33. Related party transactions (Cont’d)
33.2 Receivables and payables
Balances as at 31 December 2012 and 2011 with related parties were as follows:
Consolidated
2012
Baht
Company
2012
Baht
2011
Baht
Receivables from:
Subsidiaries
shareholders
-
-
167,693,521
51,385,195
63,531,938
107,788,208
3,893,749
5,137,904
Total
63,531,938
107,788,208
171,587,270
56,523,099
Consolidated
2012
Baht
100
2011
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Payables to:
Subsidiaries
shareholders
-
-
14,207,925
71,054,473
7,127,705
,008
371,740
125,026
Total
7,127,705
94,008
14,579,665
71,179,499
ANNUAL REPORT 2012
101
Short-term loans to related parties
Associate
R.M.L Leisure Pvt. Ltd.
Short-term loans
Subsidiaries
S.P. Realty Pattaya Beach Co., Ltd.
33.3 Loans to related parties
-
4.75
4.75
4.75
4.75
Interest rate (%)
2012
10.00
4.75
4.75
4.75
4.75
2011
464,850,000
167,495,000
-
,0,000
284,700,000
24,000,000
2,250,000
2012
Baht
167,495,000
-
2011
Baht
2011
Baht
430,650,000
-
179,000,000
226,400,000
23,000,000
2,250,000
Company
-
-
2012
Baht
Consolidated
CONTENTS
102
ANNUAL REPORT 2012
Long-term loans to related parties
Associate
R.M.L Leisure Pvt. Ltd.
Joint ventures
Long-term loans
Subsidiaries
Central Samui Hotel Management Co., Ltd.
S.P. Realty Had Farang Co., Ltd.
Centara International Management Co.,
Ltd.
33.3 Loans to related parties (Cout’d)
-
0.00
0
3,740,700,000
96,213,375
157,000,000
41,000,000
1,155,500,000
-
275,000,000
117,000,000
137,000,000
455,100,000
1,559,800,000
300,000
,,375
41,000,000
-
-
2011
Baht
2011
Baht
4,061,600,000
-
41,000,000
449,500,000
740,000,000
184,000,000
124,500,000
154,000,000
463,000,000
1,905,600,000
-
Company
2012
Baht
-
157,000,000
-
4.75
4.75
6.00 - 6.50
-
4.75
4.75
4.75
-
2011
Consolidated
2012
Baht
4.75
4.75
4.75
4.75
4.75
4.75
Interest rate (%)
2012
CONTENTS
CONTENTS
CONTENTS
33.3 Loans to related parties (Cout’d)
Movements during the years ended 31 December 2012 and 2011 of loans to related parties were as follows:
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Subsidiaries
At 1 January
Increase
Decrease
-
4,451,250,000
4,131,676,105
1,951,300,000
2,312,500,000
- (2,238,000,000) (1,992,926,105)
At 31 December
-
-
4,164,550,000
4,451,250,000
Joint ventures
At 1 January
Acquisition of a subsidiary
41,000,000
116,000,000
41,000,000
-
41,000,000
-
41,000,000
-
At 31 December
157,000,000
41,000,000
41,000,000
41,000,000
Associate
At 1 January
Reclassify to indirect subsidiary
Unrealised gain on exchange
222,708,375
(222,708,375)
-
220,006,025
2,702,350
-
-
-
222,708,375
-
-
261,006,025 4,492,250,000
- 1,951,300,000
- (2,238,000,000)
2,702,350
-
4,172,676,105
2,312,500,000
(1,992,926,105)
-
At 31 December
Total loans to related parties
At January
Increase
Acquisition of a subsidiary
Decrease
Reclassify to indirect subsidiary
Unrealised gain on exchange
263,708,375
116,000,000
(222,708,375)
-
At 31 December
157,000,000
263,708,375
4,205,550,000
4,492,250,000
103
104
Total
ANNUAL REPORT 2012
Joint venture
Short-term loans
Subsidiaries
Centara International Management (Thailand)
Co., Ltd.
Central Hua Hin Beach Resort Co., Ltd.
33.4 Loans from related parties (Cont’d)
-
3.00 - 4.75
1.75 - 3.00
3.00 - 4.75
4.75
2011
4.75
1.85 -3.00
3.00 - 4.75
-
Interest rate (%)
2012
749,000,000
6,000,000
-
72,500,000
10,000,000
5,000,000
661,500,000
6,000,000
-
2011
Baht
Company
2012
Baht
-
-
Consolidated
2012
Baht
70,000,000
-
25,000,000
45,000,000
-
2011
Baht
CONTENTS
CONTENTS
CONTENTS
33.4 Loans from related parties (Cont’d)
Movements during the year ended 31 December 2012 and 2011 of short-term loans from related parties
were as follows:
Company
Consolidated
2012
2011
2012
2011
Baht
Baht
Baht
Baht
Short-term loans from
related parties
At 1 January
6,000,000
70,000,000
821,500,000
Increase
6,000,000 1,426,500,000
117,000,000
- (747,500,000) (868,500,000)
(6,000,000)
Decrease
6,000,000
-
At 31 December
749,000,000
70,000,000
33.5 Provision for guarantee payment
Consolidated
2012
Baht
Short-term provision for
guarantee payment
Long-term provision for
guarantee payment
Total
Company
2012
Baht
2011
Baht
2011
Baht
56,188,542
88,917,402
28,189,791
44,609,861
-
15,796,620
-
7,924,505
56,188,542
104,714,022
28,189,791
52,534,366
33.6 Liability under consignment agreement
The outstanding amount due to Thai Pattana Fund II matured as follows:
Company
Net
Amount
due
2011
Deferred
expenses
Net
(5,523,557)
116,726,443
81,500,000
(5,660,504)
75,839,496
-
-
-
122,250,000
(5,523,557)
116,726,443
122,250,000
(5,523,557)
116,726,443
203,750,000
(11,184,061)
192,565,939
Amount
due
2012
Deferred
expenses
Within 1 year
Later than 1 year, but not
later than 5 years
122,250,000
Total
33.7 Key management personnel compensation
Key management personnel compensation comprised:
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Short-term employee benefits
Post-employment benefits
39,080,543
603,501
45,925,688
875,538
38,720,543
603,501
45,595,688
875,538
Total
39,684,044
46,801,226
39,324,044
46,471,226
105
CONTENTS
33.8 Long-term contracts
Long-term lease agreement
The Company
Under the terms of a reciprocal agreement entered into with Central International Development
Co., Ltd. (“CID”) who entered into long-term land lease agreement with State Railway of Thailand (“SRT”), the
Company was granted the right to construct a hotel building on the leased property of Central International
'HYHORSPHQW&R/WGDQGWRRSHUDWHWKHKRWHOIRUWKH&RPSDQ\¶VEHQH¿WVXSWR'HFHPEHU7KLV
agreement is renewable for period of 10 years each. The Company is committed to make payments for
this right totaling approximately Baht 73.7 million payable in various installments up to 2008.
On 26 March 2003, CID entered into a memorandum of understanding with SRT in which the said related
company agreed to pay certain compensation on lease agreement as mutually agreed with SRT. The
Company agreed to share the said compensation for the total amount of approximately Baht 65 million to
EHSDLGLQLQVWDOOPHQWVWKH¿UVWLQVWDOOPHQWZDVSDLGRQ0DUFKDQGWKHODVWLQVWDOOPHQWZLOOEH
paid by 18 December 2008.
Transfer of assets to State Railway of Thailand
As at 18 December 2008 which was the expiration date of the said reciprocation agreement, the Company
ZDVUHTXLUHGWRWUDQVIHUWKHFRQVWUXFWLRQRQVXEOHDVHODQG¿[WXUHVDQGLPSURYHPHQWVLQFOXGLQJSDUWRI
equipment to SRT. The net book value at the expiration date of agreement was Baht 23.9 million, resulting
the Company incurred loss from disposal assets at the same amount.
On 9 December 2008 CID entered into a new land and/or building lease agreement of 20 years lease term
with SRT. The Company then signed the memorandum of agreement with CID in order to preserve and
DI¿UPRIXQGHUWDNLQJWKHULJKWWRHQWHULQWRWKHQHZVXEOHDVHDJUHHPHQWZLWK&,'&RPSDQ\KDVWRSD\
the guarantee deposit on land and/or building lease agreement of Central Plaza Hotel at Ladprao, in the
amount of Baht 95 million on the day which CID entered into lease agreement with SRT.
In 2009, the Company entered into a sub-lease agreement with Central International Development Co.,
/WG³VXEOHVVRU´IRUWKHVXEOHDVLQJRI6R¿WHO&HQWDUD*UDQG%DQJNRN+RWHO¶VEXLOGLQJ)RUPHUO\&HQWUDO
Plaza Ladprao Hotel) and hotel building improvements including durable goods for a period of 20 years.
The lease will expire on 18 December 2028. The Company was required to pay the sub-lessor of Baht
2,556 million for the sub-leasing right and annual rent for the whole lease term. During 2009, the Company
recorded sub-leasing right and annual rent of Baht 361 million as leasehold right in the consolidated and
separate balance sheets (see note 16). In addition, the Company was required to pay durable goods
rental fee totalling Baht 31 million for the whole lease term. The Company recorded durable goods rental
IHHDVDVVHWXQGHU¿QDQFHOHDVHVHHQRWH
Leased assets, which the Company has renovated, improved or constructed, altered, added, maintained or
rebuilt, will be transferred to SRT as soon as the said activities are completed. In addition, the Company
has to return leased supplies according to the list in the lease agreement in a manner which appropriate
to their condition and useful lives to SRT at the end of the lease agreement.
106
ANNUAL REPORT 2012
CONTENTS
33.8 Long-term contracts (Cont’d)
Long-term lease agreement (Cont’d)
Subsidiaries (Cont’d)
Centara Grand Beach Resort Samui Project
Agreements between Central Plaza Hotel Public Co., Ltd., its subsidiaries and Thai Pattana Fund I
On 12 December 2002, Central Samui Beach Resort Co., Ltd., (“CSBR”) entered into a purchase and sales
agreement with Thai Pattana Fund I (“TP1”) in which CSBR agreed to sell a hotel building and furniture
for hotel operations to TP1. CSBR also entered into a leaseback agreement with TP1 on the same date
for a three years period from the agreement date. The leaseback agreement can be renewed for threeyear periods. In addition, on 12 December 2002, CSBR entered into a land lease agreement with TP1 for
a 15 years period. Under this agreement, TP1 as the owner of the hotel buildings which are located on
the leased land, agreed to sell the said hotel buildings including furniture back to CSBR on the transfer of
the building ownership date. The transfer of building ownership will be made when CSBR has made full
repayment for repurchase of the hotel buildings and furniture to TP1 as stated in the agreement.
TP1 hired CSBR as property manager according to property management agreement dated 12 December
2002 for a 15 years period. As guarantee for the repayment and compliance with related agreements,
CSBR had mortgaged land, which is the location of the leased assets, and Central Plaza Hotel Public
Co., Ltd. (“CPH”) had provided a guarantee letter to TP1 for repayment and compliance with the building
lease agreement and property management agreement.
On 26 September 2008, CSBR and TP1 arranged a memorandum of agreement for termination of
agreements which CSBR and TP1 agreed to terminate the land lease agreement, the building lease
agreement, the property management agreement and the mortgage of land. All the said agreements
were ceased on the day that the memorandum of agreement was signed. In addition, CSBR agreed to
buy and TP1 agreed to sell furniture and equipments remained in the hotel building as at the date in the
memorandum of agreement, in the amount of Baht 1 million. TP1 agreed to transfer rights and deliver the
said furniture and equipment to CSBR and CSBR paid for the said furniture and equipment to TP1 on the
date of the memorandum of agreement. And on the same date, CPH and TP1 arranged a memorandum
of agreement to annul the guarantee letter, dated 12 December 2002, which CPH had prepared for TP1
for a guarantee of debt repayment of CSBR under the property management agreement, building lease
agreement and land lease agreement.
On 26 September 2008, TP1 sold the hotel building to CPH since CSBR did not exercise its right to buy
the hotel building under the land lease agreement dated 12 December 2002. TP1 received Baht 1,450
million from sale of the building.
Agreements between Central Plaza Hotel Public Co., Ltd., its subisidiaries and Centara Hotels & Resorts
On 25 September 2008, Central Plaza Hotel Public Company Limited and its subsidiary entered into
agreements relating to land and hotel building of Centara Grand Beach Resort Samui Hotel (formerly:
Central Samui Beach Resort Hotel) with Centara Hotels & Resorts Leasehold Property Fund (“CTARAF”),
in the following matters
107
CONTENTS
Centara Grand Beach Resort Samui Project (Cont’d)
1. Central Samui Beach Resort Co., Ltd. (“CSBR”) entered into the land lease agreement with CTARAF for
lease the land to CTARAF for the period of 30 years commencing from the date on which both parties
register the lease agreement (26 September 2008). CTARAF agreed to pay the land lease fee in the total
amount of Baht 1,500 million with full payment on the date on which the lease was registered. CSBR
recognised such proceeds from lease as deferred income in its balance sheet and amortises to income
using the straight line method over the lease term of 30 years. As at 31 December 2012, the balance of
GHIHUUHGLQFRPHLQFRQVROLGDWHG¿QDQFLDOVWDWHPHQWVQHWRIDPRUWLVDWLRQRI%DKWPLOOLRQ%DKW
50.0 million) was Baht 1,286.7 million (2011: Baht 1,336.7 million).
2. Central Plaza Hotel Public Company Limited (“CPH”) entered into the property lease agreement with Centara
Grand Beach Resort Samui Hotel, including the utility facilities and related equipment with CTARAF in order
to lease to CTARAF for the period of 30 years commencing from the date that both parties registered the
lease agreement (26 September 2008). CTARAF agreed to pay the property lease fee in the total amount
of Baht 1,510 million with full payment on the date on which the lease was registered. CPH recognised
VXFKSURFHHGVIURPOHDVHDVGHIHUUHGLQFRPHLQLWVEDODQFHVKHHWLQVHSDUDWH¿QDQFLDOVWDWHPHQWVDQG
amortises to income using the straight line method over the lease term of 30 years. As at 31 December
2012, the balance of deferred income net of amortisation of Baht 50.3 million (2011: Baht 50.3 million)
was Baht 1,295.4 million (2011: Baht 1,345.7 million).
Under the property lease agreement, CPH agreed and guaranteed that, in the period of four years from
the registry date of lease, CTARAF would receive lease fee income from the lease assets in the amount
QRWOHVVWKDQWKHDFFXPXODWHGJXDUDQWHHGOHDVHIHHVSHFL¿HGLQWKHDJUHHPHQW,I&7$5$)UHFHLYHVWKH
accumulated lease fee income less than the accumulated guaranteed lease fee as in the agreement,
CPH agreed to pay CTARAF the difference between the accumulated lease fee income of the fund and
the accumulated guaranteed lease fee income.
On 1 December 2008, CPH and CSBR entered into the agreement regarding guarantee CTARAF lease
IHHLQFRPH&6%5DVDODQGOHVVRUZKLFKPXWXDOO\JHWEHQH¿WVIURP&7$5$)RQOHDVHDJUHHPHQWWR
be the co-guarantor in guarantee CTARAF lease fee income. In case CPH have to pay any payments to
CTARAF under the above guarantee agreement, CSBR agree to pay partial guarantee payment to CPH
DFFRUGLQJWRWKHUDWHVSHFL¿HGLQWKHDJUHHPHQW
,QWKH&RPSDQ\¶VVHSDUDWH¿QDQFLDOVWDWHPHQWV&3+UHFRJQLVHGORVVIURPJXDUDQWHHSURYLVLRQLQWKH
amounts of Baht 20.3 million (2011: Baht 37 million) in the statements of comprehensive income for the
year ended 31 December 2012, whereby as at 31 December 2012, provision for guarantee payment in
WKHEDODQFHVKHHWVLVWRWDOLQJ%DKWPLOOLRQ%DKWPLOOLRQ,QWKHFRQVROLGDWHG¿QDQFLDO
statements, CPH and CSBR recorded loss from guarantee provision totaling Baht 40.4 million (2011: Baht
73.7 million) in the consolidated statements of comprehensive income for the year ended 31 December
2012, whereby as at 31 December 2012, provision for guarantee payment in the consolidated statements
RI¿QDQFLDOSRVLWLRQLVWRWDOLQJ%DKWPLOOLRQ%DKWPLOOLRQVHHQRWH
If CTARAF wished to renew the land lease agreement and building lease agreement as in No.1 and No. 2
above when the lease period was due, CTARAF has to state its intention to CSBR and CPH, depending
RQWKHFDVHLQZULWLQJZLWKLQWKHWK\HDUIURPWKH¿UVW\HDURIWKHOHDVHSHULRGDQGERWKSDUWLHVQHJRWLDWH
DQG¿QDOLVHWKHGHWDLOVIRUUHQHZDORIOHDVHDJUHHPHQWZLWKLQWKHWK\HDUIURPWKH¿UVW\HDURIWKHOHDVH
period.
108
ANNUAL REPORT 2012
CONTENTS
Centara Grand Beach Resort Samui Project (Cont’d)
3. CSBR entered into the agreement for sale of furniture and equipment installed / used within the Centara
Grand Beach Resort Samui Hotel with CTARAF, under which CTARAF agreed to pay for rights transferring
of the said furniture and equipment in the amount of Baht 80 million (including VAT) by making a full
payment on the day that the rights are transferred (26 September 2008).
4. CTARAF entered into the sub-lease agreement of Centara Grand Beach Resort Samui Hotel with Central
Samui Hotel Management Co., Ltd. (“CSHM”) for lease the land, building and utility facility and relating
equipment, and furniture and equipment to CSHM to use in operating the hotel business. The lease term
is three years commencing from 26 September 2008. CTARAF promised to CSHM that CSHM is able to
lease the assets for another three years since the end of the lease term. CSHM must inform the fund for
exercise of the promised right in writing not less than 6 months before the end the lease term. According
WRWKLVDJUHHPHQW&6+0DJUHHGWRSD\DPRQWKO\OHDVHIHHFRPSULVHRI¿[HGOHDVHIHHLQWKHDPRXQW
of Baht 225 million per annum and variable lease fee calculating from percentage as enumerate in the
DJUHHPHQWRIUHYHQXHDIWHUGHGXFWLRQRIFRVWVDQGRSHUDWLQJH[SHQVHVRWKHUH[SHQVHVDQG¿[HGUHQWDO
According to the sub-lease agreement and other relating agreements, CSHM must comply with the
FRQGLWLRQVVWLSXODWHGLQWKHDJUHHPHQWVXFKDVVXEPLVVLRQRIGRFXPHQWVDQGRWKHULQIRUPDWLRQVSHFL¿HG
in the agreement, opening and maintaining of various bank accounts including transfer of rights over the
said bank accounts to CTARAF, without the increase of additional debt, selling, disposing, lease, forming
a commitment in part or all of assets, loaning to, investing, except for the consent in writing from CTARAF
is granted.
Central Wong Amat Beach Resort, Pattaya
On 23 December 2003, Central International Development Co., Ltd. (“the Consignor”) entered into a
consignment agreement of land and building with Thai Pattana Fund 2 (“the Consignee”) and other party
as another consignor had entered into a consignment agreement of land with Thai Pattana Fund 2 (“the
Consignee”) for Central Hua Hin Beach Resort Co., Ltd. (“CHBR”) to lease and operate the hotel business,
the contracting parties of which agreed with the consignors or Central Hua Hin Beach Resort Co., Ltd.
or Central Plaza Hotel Public Company Limited, either of which will have the right to redeem the assets
on consignment from the consignee at the redeemable price stipulated in the agreement within 10 years
counting from the registration date of the ownership transfer or in the case of the one who has the right
WRUHGHHPZLVKLQJWR¿QDOL]HWKHUHGHPSWLRQRIWKHDVVHWVRQFRQVLJQPHQWSULRUWR\HDUV¶SHULRGZLOO
have to notify the consignee in writing, in advance not less than 30 days before the next installment is due.
On 18 December 2003, both consignors issued the renounce letter for the right to redeem the assets on
consignment to Central Hua Hin Beach Resort Co., Ltd. and Central Plaza Hotel Public Company Limited.
As guarantee for the repayment and compliance with this agreement, Central Plaza Hotel Public Co., Ltd.
has prepared a guarantee letter for the repayment of CHBR to Thai Pattana Fund 2.
On 1 March 2006, CHBR issued the renounce letter for the right to redeem the assets on consignment
for the Company only.
109
CONTENTS
Central Wong Amat Beach Resort, Pattaya (Cont’d)
On 23 December 2003, Central Hua Hin Beach Resort Co., Ltd. (“CHBR”) entered into a land and hotel
buildings lease agreement of Central Wong Amat Beach Resort, Pattaya (“Hotel Buildings”) with Thai Pattana
Fund 2 (“The Fund”) to operate the hotel business for a period of 10 years, starting from 23 December 2003
onwards. Thus, CHBR agreed to pay the rent, on a semi-annual basis, by instalments of Baht 55 million
each. The lease rate will be in force for the lease period starting from the date of signing the agreement
XQWLO)HEUXDU\DIWHUZKLFKWKHFRQWUDFWLQJSDUWLHVZLOODGMXVWWKHUHQWDODVDSSURSULDWH7KH¿UVW
payment of rent was due on 26 August 2004 to cover the lease period from 23 December 2003 until 31
August 2004 and the next payment is due on the third working day before the end of February and August
of each year. The last payment of rent will be made upon termination or ending of the agreement, in the
amount calculated based on the actual number of days counting from the date following the preceding
payment of rent until the end of the agreement.
The Company’s land title deed with carrying value of Baht 772 million, as at 31 December 2012 and 2011,
was under the name of Thai Pattana Fund 2, the consignee. This land relates to Central Wong Amat
Beach Resort Project, Pattaya.
In addition, CHBR agreed to build a building or other construction on the leased land in order to add value
to the land and hotel buildings as compensation to the Fund for agreeing with CHBR to lease the assets
and, one year after the beginning of the lease period, CHBR agreed to renovate and/or consider to renovate
the hotel building to improve the value of leased assets and the suitableness of its hotel business.
On 1 March 2006, the Company entered into a leasehold rights transfer agreement with CHBR and the
Fund. The transfer agreement granted the Company the leaseholder rights and responsibilities under land
and hotel buildings lease agreement.
On 28 April 2005, Central World Hotel Co., Ltd. (“CWH”), entered into a sublease of hotel land and building
with Thai Business Fund 4 (“the Fund”) to develop and to operate a hotel or other related businesses.
CWH is required to pay rental in advance and annual rental fee of totalling Baht 1,188.8 million to the Fund
up to the end of the agreement on 22 December 2032. CWH paid the rental in advance upon signing the
agreement of Baht 275 million. During 2012, CWH paid the annual rent of Baht 15.8 million (2011: Baht
PLOOLRQZKLFKZDVUHFRUGHGDVOHDVHKROGULJKWLQWKHFRQVROLGDWHGVWDWHPHQWVRI¿QDQFLDOSRVLWLRQ
(see not 16).
7KHDERYHDJUHHPHQWDOVRVSHFL¿HG&:+WRWUDQVIHUWKHULJKWVRQEXLOGLQJVDQGFRQVWUXFWLRQVWKHUHRQ
which CWH repair and maintenance or construct on the sub-lease land to the land owner, the Crown
Property Bureau, at the date of those repair and maintenance or construction would be completed.
As at 31 December 2012, CWH has not transferred the rights on buildings and constructions thereon to
the land owner, as CWH obtained approval for an extension period for development and hotel buildings
construction and consequence will transfer buildings and construction rights to the owner within the year
2013.
11 0
ANNUAL REPORT 2012
CONTENTS
Long-term service agreements
The Company
On 1 July 2004, the Company entered into management agreements with its subsidiaries, effective from
1 January 2004. Management fee would be paid on a quarterly basis. The parties to the agreement have
the right to amend the agreement, as detailed below:

The Company entered into management agreements with its seven subsidiaries in the hotel group to
manage the hotel operations. Under the said agreements, the Company would receive management
IHH EDVHG RQ WKH SHUFHQWDJH RI QHW VDOHV VSHFL¿HG LQ WKH DJUHHPHQWV GLYLGHG LQWR RSHUDWLRQDO
management fee and marketing management fee.

The Company entered into a marketing management agreement with another subsidiary in the hotel
group. Under this agreement, the Company would receive the marketing management fee at the
SHUFHQWDJHRIQHWVDOHVVSHFL¿HGLQWKHDJUHHPHQW

The Company entered into a management agreement with Central Restaurants Group Co., Ltd.
(“CRG”), for the operational management of CRG. Under the said agreement, the Company would
UHFHLYHDPRQWKO\¿[HGPDQDJHPHQWIHHDVVSHFL¿HGLQWKHDJUHHPHQW
On 26 September 2008, the Company entered into management agreement with Central Samui Hotel
Management Co., Ltd. to manage the hotel’s operation for 30 years commencing from the agreement date.
8QGHUWKHVDLGDJUHHPHQWWKH&RPSDQ\ZRXOGUHFHLYHWKHPDQDJHPHQWIHHDVVSHFL¿HGLQWKHDJUHHPHQW
On 31 March 2011 and 26 May 2011, the Company entered into management agreements with Karon
Phuket Hotel Co., Ltd. (“CKR”) and Kata Phuket Hotel Co., Ltd. (“CKT”) to manage the hotel’s operation
for 5 years ending March 2016 and May 2016, respectively. The agreements are automatically renewable
IRU\HDUV8QGHUWKHVDLGDJUHHPHQWVWKH&RPSDQ\ZRXOGUHFHLYHWKHPDQDJHPHQWIHHDVVSHFL¿HG
in the agreements.
On 31 January 2012, the Company entered into a service agreement with Harng Central Department
Store Co., Ltd. for a period of 1 year in order to receive information and various suggestions, which are
EHQH¿FLDOWRWKH&RPSDQ\7KHDJUHHPHQWLVDXWRPDWLFDOO\UHQHZDEOHIRUD\HDU7KHVHUYLFHIHHLV%DKW
500,000 per month with the increased by 5% for service fee from the previous year.
Subsidiaries
Central Sukhontha Hotel Co., Ltd. (“CHY”) has entered into a rental and services agreement with Central
Department Store Co., Ltd. for a period of 30 years ending on 31 May 2024. Central Department Store Co.,
Ltd. agreed to lease part of the building as a shopping center. Total income to CHY under the agreement
will amount to approximately Baht 428 million in total. As at 31 December 2012, the balance of deferred
UHQWDOLQFRPHLQFRQVROLGDWHG¿QDQFLDOVWDWHPHQWVQHWRIDPRUWLVDWLRQZDV%DKWPLOOLRQ%DKW
183.2million).
On 31 January 2012, Central Restaurant Group Co., Ltd. (“CRG”) entered into a service agreement with
Harng Central Department Store Co., Ltd. for a period of 1 year in order to receive information and various
&5*VXJJHVWLRQVZKLFKDUHEHQH¿FLDO7KHDJUHHPHQWLVDXWRPDWLFDOO\UHQHZDEOHIRUD\HDU7KHVHUYLFH
fee is Baht 500,000 per month with the increased by 5% for service fee from the previous year.
111
CONTENTS
Long-term lease and service agreements
Central Restaurants Group Co., Ltd. (“CRG”) had long-term lease and service agreements with related
party for periods of 3 to 30 years up to 2026. According to the terms of the agreements, CRG has to pay
PRQWKO\UHQWDODQGVHUYLFHFKDUJHVDW¿[HGUDWHVRUDWFHUWDLQSHUFHQWDJHVRIJURVVVDOHVDVIROORZV
Consolidated
2012
2011
Baht
Baht
Non-cancellable operating lease
commitments
Within one year
After one year but within five years
After five years
323,647,489 294,493,057
256,608,160 258,895,477
11,244,063 13,729,715
Total
591,499,712 567,118,249
33.9 Commitments under agreements with related parties
The Company
As at 31 December 2012, the Company guaranteed the overdraft lines, letters of credit and various
guarantees for subsidiaries to various local banks totaling Baht 32 million (2011: Baht 32 million).
7KH&RPSDQ\SURYLGHGJXDUDQWHHLQUHVSHFWWR&HQWUDO:RUOG+RWHO&R/WG³&:+´ORDQVWRD¿QDQFLDO
institution in the amount not less than Baht 2,350 million.
In June 2009, CWH had drawn down the loan totalling Baht 2,300 million. As at 31 December 2012, the
outstanding loan is equal to Baht 500 million (2011: Baht 500 million).
Subsidiaries
$VDW'HFHPEHU&HQWUDO5HVWDXUDQWV*URXS&R/WGKDGSURYLGHGJXDUDQWHHVWRD¿QDQFLDO
institution for bank overdraft and long-term loan facility of a subsidiary totalling Baht 10 million (2011: Baht
10 million).
11 2
ANNUAL REPORT 2012
CONTENTS
34. Commitments with non-related parties
Consolidated
2012
Baht
2011
Baht
Company
2012
Baht
2011
Baht
Capital commitments
Contracted but not provided for
- Hotel construction
294,402,009
166,454,895
6,195,779
9,564,319
Total
294,402,009
166,454,895
6,195,779
9,564,319
Non-cancellable operating lease and service
Commitments of Central Restaurant
Groups Co., Ltd.
Within one year
After one year but within five years
After five years
138,572,582
120,705,679
2,338,334
107,123,647
102,326,263
2,752,434
-
-
Total
261,616,595
212,202,344
-
-
35. Event after the reporting period
On 13 February 2013, the Company invested in Cosi Hotels Management Co., Ltd. consisting of 50,000
ordinary shares with a par value of Baht 100 per share (call-up of Baht 25 per share), totalling Baht 1.25
million. Total invested shares represent 100% ownership.
On 13 February 2013, the Company invested in Centara Royalty Marketing Co., Ltd. consisting of 500,000
ordinary shares with a par value of Baht 100 per share (call-up of Baht 25 per share), totalling Baht 12.5
million. Total invested shares represent 100% ownership.
At the Board of Directors’ meeting No.1/2013 on 21 February 2013, the board approved the declaration
of the annual dividend at Baht 0.30 each (2011: Baht 0.15), totalling Baht 405.0 million (2011: Bath 202.5
million).
At the Board of Directors’ meeting No.1/2013 on 21 February 2013, the board approved additionally
acquired the investment portion of 30.77%, (existing direct portion is 68.54%), totalling Baht 120 million
of the share capital of Karon Phuket Hotel Co., Ltd. This made the Company increase the investment
direct portion to 99.31%.
11 3
CONTENTS
ANALYSIS AND EXPLANATION OF FINANCIAL STATUS
AND OPERATING RESULTS
For the years ended 31 December 2012
1. OPERATING PERFORMANCE RESULTS : Full Year 2012
Overview
For the full year (FY) 2012 period, Central Plaza Hotels plc. and its Subsidiaries achieved total consolidated
revenues of Baht 14,829.2 million, an increase of Baht 3,374.0 million (or 29.5%) year-on-year (YoY), comprising
of hotels business revenues that increased by 31.3%YoY and food business revenues that also increased by
27.1%YoY. The Company and its Subsidiaries achieved total consolidated Earnings before Interest, Tax, and
Depreciation & Amortisation (EBITDA) of Baht 3,024.9 million, an increase of Baht 675.8 million (or 28.8%)YoY,
and Net Profit of Baht 1,580.8 million,an increase of Baht 1,030.4 million (or 187.2%)YoY.
In 2012, the Company’s hotels business rebounded to its normal level of operations, resulting in increased
hotel guests staying and using its hotels services together with a corresponding growth in various meetings events
and banqueting functions. Additionally, during the year, the Hotels Business Group made additional investments in
2 existing joint venture companies and 1 associated company, namely:
,Q4.DURQ3KXNHW+RWHO&R/WGDMRLQWYHQWXUHFRPSDQ\
,Q4&HQWDUD0DOGLYHV3YW/WGDMRLQWYHQWXUHFRPSDQ\
,Q450//HLVXUH3YW/WGDQDVVRFLDWHGFRPSDQ\
In expanding its business as mentioned above, the Hotels Business Group was able to consolidate
them as Subsidiary Companies and, thus, recognised additional consolidated revenues accordingly. Further, the
larger hotel properties – ie: the Centrara Grand Central Plaza Ladprao, Bangkok (of which major refurbishments
were completed as at the end of 2011); the Centara Grand and Bangkok Convention Center, Central World; the
Centara Grand Mirage Beach Resort, Pattaya; and the Centara Grand Beach Resort, Phuket (which opened for full
operations in 2011) – all continued to achieved satisfactory revenues and average occupancy rates throughout the
year. These factors all contributed to the overall significant year-on-year hotels business revenues increase.
At the same time, during 2012 the Food Business Group also achieved continuing significant business
JURZWKZLWKDWRWDOUHYHQXHVLQFUHDVHRI%DKWPLOOLRQ RU<R<ZLWKDQHWWRWDORIQHZ465
outlets being added and the first full year operations of the OOTOYA and YOSHINOYA brand concepts.
As for the full year Net Profit, 2012 can be considered as another outstanding year for the CENTEL
Group, in achieving an unprecedented record-breaking total consolidated Net Profit of Baht 1,580.8 million when
compared to the previous year. A summary of the consolidated operating performance results of the Company and
its Subsidiaries is as follows:
11 4
ANNUAL REPORT 2012
CONTENTS
(Amount : in Baht –Million)
2012
Amount
YoY Changes
( + increase / - decrease )
2011
%
Amount
%
Amount
%
41.3%
4,667.9
40.7%
+1,462.8
+31.3%
Revenues from Hotels Business
6,130.7
Revenues from Food Business
8,258.6
55.7%
6,495.3
56.7%
+1,763.3
+27.1%
439.9
3.0%
292.0
2.6%
+147.9
+50.7%
TOTAL CONSOLIDATED REVENUES
14,829.2
100.0%
11,455.2
100.0%
+3,374.0
+29.5%
Costs of sales – Hotels Business
(2,448.3)
(39.9%)
(1,961.1)
(42.0%)
+487.2
+24.8%
Costs of sales - Food Business (1)
(3,974.9)
(48.1%)
(3,068.9)
(47.2%)
+906.0
+29.5%
TOTAL COSTS of SALES (1)
(6,423.2)
(43.3%)
(5,030.0)
(43.9%)
+1,393.2
+27.7%
LESS: Selling & General Administrative
Expenses
(5,440.2)
Other income
ADD : Share of Net Profit/(Loss) from
investments, equity method
(36.7%)
(4,154.1)
(36.3%)
+1,286.1
+31.0%
59.1
0.4%
78.0
0.7%
-18.9
-24.2%
3,024.9
20.4%
2,349.1
20.5%
+675.8
+28.8%
(1,213.0)
(8.2%)
(1,134.7)
(9.9%)
+78.2
+6.9%
EBIT
1,811.9
12.2%
1,214.4
10.6%
+597.5
+49.2%
LESS : Financial Costs
(486.3)
(3.3%)
(414.1)
(3.6%)
+72.2
+17.4%
LESS : Corporate Income Tax
(212.8)
(1.4%)
(255.1)
(2.2%)
-42.3
-16.6%
/(661HWSUR¿W/RVVIURP1RQFRQWUROOLQJ
interests
(42.9)
(0.3%)
(40.1)
(0.4%)
+2.8
+7.0%
ADD : Amortisation of Deferred Rental Income
(CG Samui)
100.3
0.7%
0.9%
-
EBITDA
LESS: Depreciation & Amortisation
1HWSUR¿WIURPQRUPDORSHUDWLRQ
100.3
-
1,170.2
7.9%
605.4
5.3%
+564.8
+93.3%
Extra-ordinary items
LESS: Loss from guarantees provisions
(40.4)
(0.3%)
(73.7)
(0.6%)
+33.3
+45.2%
ADD: Extra-share of net profit from investment in
property fund by equity method (25% of loss from
guarantee provision)
(7.2)
(0.0%)
18.7
0.2%
-25.9
-138.5%
ADD: Gain from business acquisition and gain on
re-measuring to fair value of investments
458.2
3.1%
-
-
+458.2
+100.0%
NET PROFIT/(LOSS)
1,580.8
10.7%
550.4
4.8%
+1,030.4
+187.2%
Gross Profit
7,966.1
55.4%
6,133.2
54.9%
+1,832.9
+29.9%
Note: (1) Costs of sales excludes the depreciation & amortisation costs allocated as Costs of sales.
Consolidated Revenues from Sales and Services
Consolidated revenues of Company and its Subsidiaries are derived from 2 core business groups namely from the hotels business and the food business; whereby for FY/2012 the achieved revenues mix was 44 :
56 percent respectively (compared to 42 : 58 for FY/2011). Total consolidated FY/2012 revenues of Company and
its Subsidiaries was Baht 14,829.2 million (compared to Baht 11,455.2 million in 2011), an increase of Baht 3,374.0
million (or 29.5%)YoY, with details of each core business group as follows :
11 5
CONTENTS
Hotels business revenues
Revenues for the Hotel Business Group consist of 1) rooms sales, 2) food & beverage sales, and 3)
sales of various additional services (such as transfers and transportation, laundry and dry cleaning, spa services,
banqueting and functions sales); whereby for 2012 the revenue mix for each of these categories was approximately
53: 38: 9 percent respectively.
The average occupancy (OCC), average room rate (ARR), and total revenues for each hotel property
achieved by the Hotels Business Group are as shown below :
Hotels Business : KPIs
FY 2012
Average Occupancy (OCC) - %*
FY 2011
69.9%
Increase/
(decrease)
63.9%
YoY%
change
+6.0%
+9.4%
Average Room Rate (ARR) - Baht *
3,744
3,663
+81
+2.2%
RevPAR – Baht *
2,617
2,341
+276
+11.8%
*includes CENTARA KATA RESORT, Phuket (a joint venture company)
1
Hotels Business : Revenues
(Baht – Million)
FY/2012
Baht
FY/2011
Baht
Centara Grand & Bangkok Convention Center,
Central World (CGCW)
1,392.0
1,016.3
Increase
(decrease)
Baht
+375.7
YoY%
change
+37.0%
2
Centara Grand Mirage Beach Resort, Pattaya (CMBR)
1,049.0
907.9
+141.1
+15.5%
3
Centara Grand Central Plaza Ladprao, Bangkok (CGLB)
940.7
616.3
+324.4
+52.6%
4
Centara Grand Beach Resort, Phuket (CPBR)
677.4
528.6
+148.8
+28.1%
5
Centara Grand Beach Resort & Villa, Hua Hin (CHBR)
552.4
529.7
+22.7
+4.3%
6
Centara Grand Beach Resort & Villa, Krabi (CKBR)
403.0
377.1
+25.9
+6.9%
7
Centara Grand Beach Resort, Samui (CSBR)
389.8
348.0
+41.8
+12.0%
8
Centara Karon Resort (CKR)*
251.8
-
+251.8
+100.0%
9
Centara Haadyai (CHY)
155.4
161.2
-5.8
-3.6%
10
Centara Villa, Samui (CSV)
120.6
80.2
+40.4
+50.4%
11
Centara Villa, Phuket(CVP)
99.1
76.1
+23.0
+30.2%
12
Centara Grand Island Resort & Spa, Maldives (CIRM)**
67.9
-
+67.9
+100.0%
13
Centara Mae Sot Hill Resort (CMS)
TOTAL HOTELS BUSINESS REVENUES
31.6
26.5
+5.1
+19.2%
6,130.7
4,667.9
+1,462.8
+31.3%
* CKR from a joint venture company became a full Subsidiary Company in March 2012
** CIRM from an associated company became a full Subsidiary Company in December 2012
Total FY/2012 hotels business revenues increased by Baht 1,462.8 million (or 31.3%)YoY, as a result of
the sustained promotions as well as marketing activities by Government agencies and associated organisations to
maintain continuing increases in international tourist arrivals and growth in domestic tourism, coupled with a more
stable local political situation. This facilitated the achievement of an average occupancy (OCC) of 69.9% (or 6.0%)
and an average room rate (ARR) of Baht 3,774 per night for the year. Hotel properties that achieved significant
increases in revenues during 2012 are :
11 6
ANNUAL REPORT 2012
CONTENTS

Centara Grand and Bangkok Convention Centre at Central World achieved increased revenues of Baht
375.7 million (or 37.0%)YoY as a result of rebounding to its normal level of operations, with increases
in both guest room bookings and usage of its various services - including increased meetings, events
and banqueting functions.

Centara Grand Central Plaza Ladprao, Bangkok achieved increased revenues of Baht 324.4 million (or
52.6%)YoY after completion of major refurbishments as at the end of 2011.

Centara Grand Beach Resort, Phuket (a 5-star resort with 262 rooms, which opened for full operations
in 2011) continued to achieve satisfactory operating results, with total FY/2012 revenues of Baht 677.4
million , an increase of Baht 148.8 million (or 28.1%)YoY.
$GGLWLRQDOO\GXHWRWKH+RWHOV%XVLQHVV*URXSDOVRLQFUHDVLQJLWVLQYHVWPHQWVLQ4LQWKH.DURQ3KXNHW+RWHO
Co. Ltd., this company changed from being a joint venture company (with CENTEL holding, directly and indirectly,
a 50% equity) to become a full Subsidiary Company (with CENTEL now holding, directly and indirectly an 83.9%
equity), and, thus, resulted in CENTEL being able to recognised and consolidate additional revenues totaling Baht
251.8 million.
Food business revenues
5HYHQXHVIRUWKH)RRG%XVLQHVV*URXSFRQVLVWRIVDOHVRIIRRGDQGEHYHUDJHVXQGHUYDULRXV465EUDQGFRQFHSWV
namely : KFC, Mister Donut, Auntie Anne’s, Pepper Lunch, Beard Papa’s, Chabuton Ramen, Coldstone Creamery,
Ryu Shabu Shabu, Ootoya, Yoshinoya, and The Terrace.
For FY/2012, total food business revenues and corresponding YoY growth are as shown below :
Food Business’s
QSR Brands
(Baht – Million)
Increase /
decrease
Baht
FY/2012
Baht
FY/2011
Baht
4,425.5
3,768.9
+656.6
+17.4%
1,646.8
1,476.4
+170.4
+11.5%
YoY%
change
1
KFC
2
Mister Donut
3
Ootoya
719.7
207.5
+512.2
+246.8%
4
Auntie Anne’s
664.0
530.5
+133.5
+25.2%
5
Chabuton Ramen
190.3
119.4
+70.9
+59.4%
6
Pepper Lunch
184.2
137.0
+47.2
+34.5%
7
Yoshinoya
100.2
19.9
+80.3
+403.5%
8
Beard Papa’s
88.8
69.7
+19.1
+27.4%
9
Coldstone Creamery
63.9
38.5
+25.4
+66.0%
10
The Terrace
45.5
7.4
+38.1
+514.9%
11
Ryu Shabu Shabu
26.3
28.3
-2.0
-7.1%
12
Others
103.4
91.8
+11.6
+12.6%
8,258.6
6,495.3
+1,763.3
+27.1%
TOTAL FOOD BUSINESS REVENUES
Food Business Revenues Growth (YoY)
FY/2012
Total System Sales (TSS) Growth
+33.27%
Same Store Sales (SSS) Growth
+6.15%
11 7
CONTENTS
$GGLWLRQDOO\WKHWRWDOQXPEHURIRXWOHWVIRUHDFK465EUDQGFRQFHSWDVDWWKHHQGRIFRPSDUHGWRLV
also shown below :
QSR brands as at :
Dec 31,
2012
Dec 31,
+ /- outlets
2011
1
KFC
181
168
+16 / -3
2
Mister Donut
290
266
+29 / -5
3
Auntie Anne’s
101
86
+18 / -3
4
Pepper Lunch
16
13
+4 / -1
5
Beard Papa’s
17
14
+4 / -1
6
Chatbuton Ramen (launched Mar 13, 2010)
(launched Mar 14, 2010)
12
7
+5 / -0
7
Coldstone Creamery (launched Mar 14, 2010)
10
8
+2 / -0
8
Ryu Shabu Shabu (launched Mar 18, 2010)
1
1
+0 / -0
9
Yoshinoya (launched Sept 1, 2011)
9
3
+6 / -0
10
Ootoya (launched Sept 1, 2011)
36
35
+1 / -0
11
The Terrace (launched Oct 1, 2011)
4
2
+2 / -0
677
603
+87 / -13
TOTAL
Total FY/2012 food business revenues increased by Baht 1,763.3 million (or 27.1%)YoY, mainly as a
UHVXOW RI FRQWLQXLQJ H[SDQVLRQ RI LWV 465 RXWOHWV IRU ERWK H[LVWLQJ EUDQGV DV ZHOO DV RI WKH QHZ 465 EUDQGV
launched in 2011, the ongoing development and introduction of new menu offerings, price increases, and also
sustained proactive marketing and sales promotions campaigns.
'XULQJWKH)RRG%XVLQHVV*URXSDGGHGDQHWWRWDORIQHZ465RXWOHWVWRUHDFKDWRWDORI
outlets as at the end of December 2012, achieving same-stores-sales and total-systems-sales growth of 6.15% and
33.27% (compared to 14.73% and 20.21% in 2011) respectively.
Other income
Other income consists of those derived from hotels management services (in managing and operating
various hotel properties owned by others under the Hotels Management Agreements), commercial space rental
and services income, and cooperative marketing income; whereby for FY/2012 total other income increased by
Baht 147.9 million (or 50.7%) compared to the previous year, as a result of the increased number of properties
being managed by the Company and also due to additional revenues derived from the Karon Phuket Hotel Co., Ltd.
11 8
ANNUAL REPORT 2012
CONTENTS
COSTS OF SALES and GROSS PROFIT
For FY/2012, the Company and its Subsidiaries had total costs of sales of Baht 6,423.2 million (compared
to Baht 5,030 million in 2011); thus achieving an overall Gross Margin of 55.4% (compared to 54.9% in 2011), with
details for each business group shown below :
FY/2012
Business Group
(Baht – Million)
Cost of
Sales
*URVV3UR¿W
FY/2011
Gross
Margin
%
Cost of
Sales
*URVV3UR¿W
Gross
Margin
%
% Change
in Cost of
sales
Hotels Business
2,448.3
3,682.4
60.1%
1,961.1
2,706.8
58.0%
+24.8%
Food Business
3,974.9
4,283.7
51.9%
3,068.9
3,426.4
52.8%
+29.5%
TOTAL *
6,423.2
7,966.1
55.4%
5,030.0
6,133.2
54.9%
+27.7%
*Costs of sales EXCLUDES the depreciation & amortisation costs allocated as costs of sales
Hotels business
For FY/2012, the Company and its Subsidiaries had total costs of sales for its hotels business totaling
Baht 2,448.3 million (ie: consisting of direct costs, cost of providing in-room services, costs of food & beverage,
salaries and welfare benefits for the direct staff, and consumables costs). Thus, relative to total hotel business
revenues, this represents a Gross Margin of 60.1%, which is an increase compared to 58.0% in 2011, resulting
from the overall growth in hotel business revenues and due to some of the existing hotels returning to their normal
level of operations – especially, the Centara Grand and Bangkok Convention Centre, Central World.
Food business
For FY/2012, the Company and its Subsidiaries had total costs of sales for its food business totaling Baht
3,974.9 million (ie: consisting of direct costs, costs of food & beverage, salaries and welfare benefits for the direct
staff, and consumables costs). Thus, relative to total food business revenues, this represents a Gross Margin of
51.9%, which is a very marginal decrease (compared to 52.8% achieved in 2011), resulting from the direct costs
that reflects the significant increases in revenues together with an increased allocation of the overall selling and
administrative expenses. Additionally, ongoing increases in the raw food ingredients prices and the expenses for
marketing promotions campaigns also contributed to overall increased costs of sales.
SELLING and GENERAL ADMINISTRATIVE EXPENSES
During FY/2012, selling and general administrative expenses (ie: consisting of salaries and welfare
benefits of management and other staff, costs of credit cards usage, as well as use of brand name and franchise
fees) of the Company and its Subsidiaries totaled Baht 5,440.2 million, an increase of Baht 1,286.1 million (or
31.0%)YoY. This total amount is equal to 36.7% of total consolidated revenues (compared to 36.3% in 2011), and is
PDLQO\GXHWRWKHRYHUDOOLQFUHDVHLQLQYHVWPHQWVDVZHOODVRQJRLQJH[SDQVLRQRIWKHIRRGEXVLQHVV¶V465RXWOHWV
DEPRECIATION & AMORTISATION COSTS
Total depreciation & amortisation costs, in 2012, for the Company and its Subsidiaries totaled Baht 1,213.0
million, an increase of Baht 78.2 million (or 6.9%)YoY. This total amount is equal to 8.2% of total consolidated
revenues (compared to 9.9% in 2011), and is due to the increases in both building or facilities and equipment
directly resulting from the consolidation of the hotels business during the year.
11 9
CONTENTS
GAINS FROM SHARE OF PROFITS (by the equity method)
During FY/2012, the Company and its Subsidiaries gained from the share in profits (by the equity method)
derived from its investments, totaling Baht 59.1 million (a YoY decrease of Baht 18.9 million, or 24.2%), resulting
IURP WKH +RWHO %XVLQHVV *URXS LQFUHDVLQJ LWV LQYHVWPHQW LQ WKH .DURQ 3KXNHW +RWHO &R /WG LQ 4 LQ WKH
&HQWDUD0DOGLYHV3YW/WGLQ4DQGLQWKH50//HLVXUH3YW/WGLQ4
Thus, the 2 joint venture companies and the 1 associated company all became full Subsidiary Companies
of the group, resulting in the overall share of profits, using the equity method, to decrease.
Finance Costs
The Company and its Subsidiaries had total financing costs of Baht 486.3 million in FY/2012, an increase
of Baht 72.2 million (or 17.4%)YoY. This total amount is equal to 3.3% of total consolidated revenues (compared to
3.6% in 2011), and is mainly due to the additional loans used as a result of ongoing business expansion.
EBITDA
For FY/2012, the Company and its Subsidiaries achieved total consolidated EBITDA of Baht 3,024.9
million, an increase of Baht 675.8 million (or 28.8%) YoY, with details as follows:

Hotels business : Total EBITDA increased by Baht 612.0 million (or 48.1%)YoY resulting from the
overall improved performances of all hotel properties.
Food business : Total EBITDA increased by Baht 63.8 million (or 5.9%) YoY, primarily due to ongoing
DGGLWLRQ RI QHZ 465 RXWOHWV DQG IRRG EXVLQHVV H[SDQVLRQ FRQWLQXLQJ GHYHORSPHQW RI QHZ PHQX
offerings, and the sustained proactive marketing and promotions campaigns; all of which resulted in
continuing increased revenues as well as EBITDA.
EBIT and NET PROFIT
For FY/2012 the Company and its Subsidiaries achieved a total EBIT of Baht 1,811.9 million, an increase
of Baht 597.5 million (or 49.2%)YoY; whereby this total EBIT is equal to 12.2% of total consolidated revenues and
an increase when compared to 10.6% for 2011.
Therefore, total consolidated Net Profit for FY/2012 was Baht 1,580.8 million, which is a record breaking
increase of Baht 1,030.4 million (or 187.2%)YoY. This amount is equal to 10.7% of total consolidated revenues
and an increase when compared to 4.8% for 2011. This is primarily because of the overall significantly increased
revenues from the hotels business together with the continuing revenues growth from the food business, as
described in detail above.
Extraordinary Items
Loss from Guarantee Provisions
Guarantee provisions relate to guarantees for the rental income stream derived from the buildings and
facilities of the Centara Grand Beach Resort, Samui, that the Company and one of its Subsidiary Company had
given to the unit holders of the CTRAF Property Fund, which is valid for a period of 4 years ending in 2012.
During 2012 the Centara Grand Beach Resort, Samui property was adversely affected by external events
relating to global economic downturn and natural disasters together with the very intensive competitive environment
of the tourist and hotel business of this travel destination, all of which factors resulted in the overall performance
of the Centara Grand Beach Resort, Samui being lower than the expected. Thus, the Company and its Subsidiary
Company had to pay the unit holders an additional guarantee amount; whereby the Company decided to make an
additional provision amounting to Baht 40.4 million.
120
ANNUAL REPORT 2012
CONTENTS
Gains on business acquisition and re-measuring to fair value of investments
As a result of the continuing expansion of the Hotels Business Group, which made additional investments
during 2012 as follows:
In Q1/12 : Karon Phuket Hotel Co. Ltd. purchased an additional 33.9% equity of the joint venture company
(from an existing 50% equity holding), resulting in this Company now becoming a full Subsidiary Company (with the
Group now, directly and indirectly, having an 83.9% equity)
In Q2/12 : Centara Maldives Pvt. Ltd. made additional investments to purchase another 25% equity (from an
existing 50% equity holding) resulting in the Group now having a 75% equity holding and, thus, instead of recognising
the joint venture company based on the equity method, it has become a full Subsidiary Company.
In Q4/12 : R.M.L Leisure Pvt. Ltd. made additional investments to purchase another 49% equity (from an
existing 25% equity holding) resulting in the Group now having a 74% equity holding and, thus, instead of being an
associated company, it has now become a full Subsidiary Company.
Whereas, prior to the additional investments being made, the shares of the profits were recorded based on
the amount of equity holding in the 2 joint venture companies and the 1 associate company; however after the new
investments and resulting increased equity holdings, these 3 companies have now become full Subsidiary Companies.
Therefore, from the accounting viewpoint, the Company had to undertake a ‘fair value’ asset revaluation exercise
before making the additional investments, which, instead of recognising then current value of the investments, resulted
in a revaluation of the assets to its new ‘fair value’ for the overall business, the Company had to recognise an extra gain
on business acquisition and re-measuring to fair value of investments of totaling Baht 458.2 million for the FY/2012
financial period.
Lastly, in view of the current global economic and the local political environment as well as possible natural
disasters that could all have potentially adverse impacts for the overall tourism industry and the hotels business
sectors, the CENTEL Group has maintained its efforts to find various measures to reduce overall costs and expenses
(ie: ongoing negotiations with key suppliers, making efficient use of energy and utilities, and ongoing effective costs
management initiatives). While, additionally, CENTEL will also continue to increase overall revenues, through focusing
on expanding its hotels management services activities as well as in maintaining its core food business strategies to
FRQWLQXHDGGLQJQHZ465RXWOHWVDQGEUDQGFRQFHSWVWRJHWKHUZLWKRQJRLQJGHYHORSPHQWRIQHZPHQXRIIHULQJVDQG
sustaining its proactive marketing and sales promotions campaigns.
2. FINANCIAL STATUS
As at December 31, 2012, the Company and its Subsidiaries have total assets of Baht 27,757.2 million, an
overall increase of Baht 6,073.6 million (or 28.0%)YoY, primarily due to the hotels business expansion and its additional
investments relating to the Karon Phuket Hotel Co. Ltd., the Centara Maldives Pvt. Ltd., and the R.M.L Leisure Pvt.
/WGWRJHWKHUZLWKRQJRLQJLQYHVWPHQWVIRUWKHIRRGEXVLQHVVLQYHVWPHQWVUHODWLQJWRDGGLQJQHZ465RXWOHWVWKDW
increased, during 2012, by 74 new outlets). Details of the assets of the Company and its Subsidiaries are as follows.
Trade Receivables
As at December 31, 2012, the Company and its Subsidiaries have total trade receivables of Baht 463.8
million, a increase of Baht 198.8 million (or approximately 75%) compared to the end of 2011; whereby the Company
and its Subsidiaries collected payments for its trade receivables in approximately 22 days (that excludes the collection of
the revenues for its CRG Subsidiary, all of which are mainly cash sales) which is in line with the Group’s credit policy of
requiring payments within a 15 – 30 period. An analysis of the aging of its trade receivables are given in the chart below:
121
CONTENTS
Trade Receivables
As at Dec 31, 2012
Baht - Million
Within credit terms
328.0
As at Dec 31, 2011
%
Baht – Million
%
70.1%
203.3
75.9%
Overdue:
Less than 3 months
86.8
18.6%
36.8
13.7%
3-6 months
37.2
8.0%
11.3
4.2%
6-12 months
3.1
0.7%
7.1
2.7%
Over 12 months
12.5
2.6%
9.3
3.5%
467.6
100.0%
267.8
100.0%
Total
Less : Provisions for impairment of trade AR
(3.8)
Net Trade Receivables
463.8
(2.8)
265.0
As at December 31, 2012, the current portion of trade receivables accounted for 70.1% of its total trade
receivables, while those less than 3 months accounted for 18.6% of the total. The Company and its Subsidiaries
have a policy of making provision for possible uncollectable bad debts, that is based on the customer’s past
payments track record and estimated collections going forward. Therefore, a provision of Baht 3.8 million has been
made as at the end of 2012, which amount is considered to be sufficient to cover any possible uncollectible trade
receivables.
Property, plant and equipment, intangible assets, and leasehold rights (net) :
As at December 31, 2012, the Company and its Subsidiaries have property, plant and equipment assets
with a total net value of Baht 19,191.7 million (compared to Baht 13,320 million as at the end of 2011), together
with an additional net value of intangible assets totaling Baht 319.0 million (compared to Baht 341.4 million in 2011)
and a net value of leasehold rights totaling Baht 876.1 million (compared to Baht 416.5 million in 2011), details of
which are given below :
NET ASSETS
(Baht million)
Property, plant and equipment (net)
Hotels business
Food business
Sub total
Intangible Assets (net)
Hotels business
Food business
Sub total
Leasehold rights (net)
Hotels business
Food business
Sub total
Over 12 months
TOTAL ASSETS (net)
(property, plant & equipment,
intangible assets and leasehold rights)
122
ANNUAL REPORT 2012
As at Dec 31,
2012
As at Dec
31, 2011
17,685.0
1,506.7
12,102.9
1,217.1
19,191.7
64.6
254.4
319.0
816.7
59.4
876.1
13,320.0
68.4
273.0
341.4
350.1
66.4
416.5
12.5
2.6%
20,386.8
14,077.9
CONTENTS
The total net value of all its property, plant and equipment increased by Baht 5,871.7 million (or 44.1%)
compared to the end of 2011, comprising of :
1. Additional investments for its hotels business (as described above) relating to the Karon Phuket Hotel
Co. Ltd., the Centara Maldives Pvt. Ltd., and the R.M.L Leisure Pvt. Ltd.
2. DGGLWLRQRIQHZ465RXWOHWVWRWDOLQJDSSUR[LPDWHO\%DKWPLOOLRQ
3. Asset revaluation, in December 2012, of the company and 4 Subsidiaries (based on revenues
projections) resulting in the Company and its subsidiaries recording the additional asset values based
on the value of accrued income taxes totaling Baht 2,190.6 million.
The total (net) value of intangible assets decreased by Baht 22.4 million, due to related amortization
during 2012.
The total (net) value of leasehold rights, as at the end of 2012, increased by Baht 459.6 million
(or 110.3%) as a result of the increased investment in Centara Maldives Pvt. Ltd., and R.M.L Leisure Pvt. Ltd., the
assets of which companies include existing leasehold rights in the Maldives.
3. SOUCES OF FUNDS
Debts
As at December 31, 2012, the Company and its Subsidiaries have total outstanding debts of Baht 17,698.4
million, an increase of Baht 2,063.5 million (or 13.2%) compared to the end of 2011, resulting from the Company using both
increased short term loans from financial institutions totaling Baht 710 million and long term loans from financial institutions
totaling Baht 2,975.2 million. The increased mainly came from made use of previously unused available credit facilities
totaling Baht 1,500 million and loans from financial institutions of Centara Maldives Pvt. Ltd. and R.M.L. Leisure Pvt Ltd.
which taking into consolidation in Financial Statement for the year 2012 amounting to Baht 1,352.2 million. Further, during
2012, the Company also redeemed debentures that matured during the year amounting to Baht 1,600 million.
As at December 31, 2012, the Company and its Subsidiaries have total interest bearing debts and associated
loan facilities and associated interest costs as follows:
Types of Loans/Debts
Available
Credit Facilities
Used
Credit Facilities
Baht - Million
Baht – Million
Applicable
Interest Rates
/RDQVIURP¿QDQFLDOLQVWLWXWLRQV
Bank Overdrafts
954.0
59.4
Short term loans
2,540.0
2,540.0
2.92% - 3.02%
Long term loans*
6,101.2
6,101.2
3 months Fixed Deposit Rate +
2.50%, MLR -1.75%
2. Debentures (net)
-
3,199.0
3.40%, 4.65% - 4.86%
MLR -3.0%
3. Short term loans from persons/other
businesses
-
61.1
4. Debts relating to PPF unit holders
TOTAL
MOR
93.0
0.0%
MLR – 1.0%
12,053.7
*for use in the Centara Grand Beach Resort & Villa, Krabi (CKBR) , the Centara Grand and Bangkok Convention
Center, Central World (CGCW), Centara Grand Mirage Beach Resort, Pattaya (CMBR), and the Centara Grand
Beach Resort, Phuket (CPBR) projects.
**net of associated accrued costs relating to the issue of debentures, totaling Baht 1.0 million
123
CONTENTS
Shareholders’ Equity :
At the EGM No 1/2006 held on June 21, 2006, the Shareholders approved the following resolutions
relating to the Group’s registered capital :
1. Approved the change in the par value of the Company’s share to Baht 1.00 per share (from Baht 5.00 per
share previously), resulting in the total number of share issued to be 900 million (from 180 million) shares.
2. Approved a registered capital increase of the Company to be Baht 1,580.8 million (from the Baht 900
million), through the issue of 680.8 million new ordinary share with a par value of Baht 1.00 per share.
3. Approved the allocation of these new ordinary shares issued as a result of the increase in the registered
capital as follows:
3.1 allocate not more than 450 million new ordinary shares (at a par value of Baht 1.00 per share) to be
sold to existing Shareholders on a pro rata basis
3.2 allocate not more than 170 million new ordinary shares (at a par value of Baht 1.00 per share) to be
sold to the general public
3.3 allocate not more than 60.8 million new ordinary shares (at a par value of Baht 1.00 per share) to
be made available to meet the rights to purchase new ordinary shares by holders of issued warrants of
the Company.
Therefore, in August 2006 the Company received a total of Baht 720.0 million from the sale of 450 million
new ordinary shares (offered at a selling price of Baht 1.60 per share) issued; and also registered a capital increase
from Baht 900 million to Baht 1,350 million on August 3, 2006.
At the Annual General Meeting of Shareholders on 23 April 2012, the shareholders approved the reduction
of the Company’s registered capital from Baht 1,580,800,000 to Baht 1,350,000,000 through the elimination of the
registered, but unissued of 230,800,000 shares, with a par value of Baht 1 each.
Appropriateness of the Capital Structure
As at December 31, 2012 and 2011, the Company and its Subsidiaries have a Debt/Equity ratio of 1.20 : 1
and 1.65 : 1 respectively, which capital structure is still in accordance with all the covenants of its loans agreements,
whereby a portion of its funds for investments come from the achieved cash flows from operations in addition to its
various loans facilities.
4. CASH FLOW and MAINTAINING LIQUIDITY RATIO
Net Cash Flows
The Company and its Subsidiaries achieved net cash flows from the various activities as at the end of
December 31, 2012 as shown below :
CASH FLOW (Baht –Million)
From operating activities
Used in investing activities
124
2012
2,709.4
(2,011.9)
)URPXVHGLQ¿QDQFLQJDFWLYLWLHV
(628.8)
TOTAL – NET
68.7
ANNUAL REPORT 2012
2011
% Change
2,153.5
+25.8%
(2,147.6)
-6.3%
7.3
-8,713.7%
13.2
CONTENTS
Operating Activities: Net cash flow from the operations of the Company and its Subsidiaries as at the end
of December 31, 2012 totaled Baht 2,709.4 million, an increase of 25.8% from the end of the previous year.
Investing Activities: Net cash flow used in the investing activities of the Company and its Subsidiaries as
at the end of December 31, 2012 totaled Baht 2,011.9 million, used primarily for investments in the additional new
6XEVLGLDU\&RPSDQLHVDVGHVFULEHGDERYHDVZHOODVIRUWKHRQJRLQJH[SDQVLRQRI465RXWOHWVQHWZRUN
Financing Activities: Net cash flow used in the financing activities of the of the Company and its Subsidiaries as at the end of December 31, 2012 totaled Baht 628.8 million, primarily for the repayment of existing loans
from financial institutions and payment of interest expenses.
Liquidity Ratio
As at the end of December 31, 2012 and 2011, the Company and its Subsidiaries have a liquidity ratio
of 0.25 and 0.27 respectively; whereby this liquidity ratio has decreased from the end of 2011 as a result of the
increase use of both short term and long term loans from financial institutions.
In assessing the ability to meet principal and interest payment commitments by the Company and its
Subsidiaries, as at the end of December 31, 2012, its “Debt Service Coverage Ratio” was 1.50 times (compared
to 1.10 times as at the end of 2011); whereby the Company and its Subsidiaries have sufficient net cash flows to
meet these commitments. Additionally, the Company and its Subsidiaries still have sufficient positive cash flow to
meet its ongoing debts principal and interest payments commitments.
125
CONTENTS
NATURE OF BUSINESS
126
ANNUAL REPORT 2012
CONTENTS
127
CONTENTS
REVENUE STRUCTURE
(Unit : Million Baht)
Business
Hotel
Operated by
2012
2011
2010
Amount
%
Amount
%
Amount
%
6.3
616.3
5.4
664.9
7.1
529.7
4.6
515.9
5.5
Sales revenues
Centara Grand at Central Plaza
Ladprao Bangkok
--
940.7
Centara Grand Beach Resort &
Villas Hua Hin
63.9%
552.4
Centara Grand Beach Resort
Samui
100.0%
389.8
2.6
348.0
3.0
401.0
4.2
Centara Hat Yai
100.0%
155.4
1.0
161.2
1.4
147.1
1.5
Centara Mae Sot Hill Resort
98.4%
31.6
0.2
26.5
0.2
30.3
0.3
3.7
Centara Villas Samui
100.0%
120.6
0.8
80.2
0.7
89.9
1.0
Centara Villas Phuket
100.0%
99.1
0.7
76.1
0.7
82.8
0.9
Centara Grand Beach Resort &
Villas Krabi
100.0%
403.0
2.7
377.1
3.3
363.0
3.9
Centara Grand & Bangkok
Convention Centre at Central
World
100.0%
1,392.0
9.4
1,016.3
8.9
779.2
8.3
Centara Grand Mirage Beach
Resort Pattaya
100.0%
1,049.0
7.1
907.9
7.9
765.3
8.1
Centara Grand Beach Resort
Phuket(1)
100.0%
677.4
4.6
528.6
4.6
52.2
0.6
Centara Karon Resort Phuket
83.9%*
251.8
1.7
-
-
-
-
Centara Grand Island Resort &
Spa Maldives
74.0%
67.9
0.5
-
-
-
-
6,130.7
41.3
4,667.9
40.7
3,891.6
41.4
Total sales from Hotel Business
128
Current
%
Holding
ANNUAL REPORT 2012
CONTENTS
REVENUE STRUCTURE
(Unit : Million Baht)
Business
Food
Operated by
Current
%
Holding
2012
2011
2010
Amount
%
Amount
%
Amount
%
29.8
1,476.4
12.9
1,318.7
14.0
3,768.9
32.9
3,185.4
33.9
4.5
530.5
4.6
463.4
4.9
Sales revenues
Mister Donut
100.0%
1,646.8
KFC
100.0%
4,425.5
Auntie Anne’s
100.0%
664.0
Pepper Lunch
100.0%
184.2
1.2
137.0
1.2
80.2
0.8
Beard Papa
100.0%
88.8
0.6
69.7
0.6
50.3
0.5
Chabuton Ramen
100.0%
190.3
1.3
119.4
1.1
25.6
0.3
Cold Stone Creamery
100.0%
63.9
0.4
38.5
0.3
15.3
0.2
Ryu Shabu Shabu
100.0%
26.3
0.2
28.3
0.2
15.4
0.2
11.1
Yoshinoya
100.0%
100.2
0.7
19.9
0.2
-
-
Ootoya
100.0%
719.7
4.9
207.5
1.8
-
-
The Terrace
100.0%
45.5
0.3
7.4
0.1
-
-
Other sales revenues
100.0%
103.4
0.7
91.8
0.8
95.0
1.0
8,258.6
55.7
6,495.3
56.7
5,249.3
55.8
Other income(2)
439.9
3.0
292.0
2.6
259.0
2.8
Total revenues(3)
14,829.2
100.0
11,455.2
100.0
9,399.9
100.0
Total sales from Food
Business
*By direct and indirect shareholding
Note:
1. Centara Grand Beach Resort Phuket partially operated (soft opening) in November 2010 and fully
operated (grand opening) in February 2011.
2. Other income comprised hotel management fee, rental and service fee, marketing support fund and
subsidy, etc.
3. Total revenues did not include amortization of rental income (from the property fund) relating to the
Centara Grand Samui Hotel Project for the year 2012 of Baht 100.3 million (Y2011 and Y2010: Baht 100.3
million each) and extra-loss from investment in property fund accounted for equity method of Baht 7.2
million. (Y2011: extra-gain Baht 18.7 million and Y2010: extra-loss Baht 13.2 million)
129
CONTENTS
RISK FACTORS
This document is a summary report on the various possible and foreseen risk factors that may potentially
LPSDFWERWKWKH¿QDQFLDOVWDWXVDQGWKHRSHUDWLQJSHUIRUPDQFHRIWKH&RPSDQ\ZKHUHE\DWWKLVWLPHWKHUHDUH
VWLOODV\HWRWKHUXQGH¿QHGXQFHUWDLQWLHV7KHUHIRUHDOO6WDNHKROGHUVQHHGWRDVVHVVIRUWKHPVHOYHVRWKHUSRVVLEOH
risk factors in addition to those detailed below.
EXTERNAL BUSINESS ENVIRONMENTAL RISKS
The Hotels Business sector is one that can be directly and immediately affected by those external business
environment factors which can impact the tourism industry and which are basically beyond the control of hotel operators – such as: political instability or unrest and resultant political rallies; as well as natural disasters economic
downturns and fuel continuously price up including deterioration of natural environment. All these events can have
a critical affect on the decision of international and local tourists whether to travel or not.
However, since the Company and its Subsidiaries have established hotels properties in diverse key travel
destinations within the various key parts of Thailand as well as the regions of Asia, while it has also been expanding its hotels properties management business activities and it has been able to managed its costs effectively, the
Group is able to adapt to the potentially ever-changing business environment and market conditions. This business
ÀH[LELOLW\WRJHWKHUZLWKIXUWKHUFROODERUDWLRQZLWKLWVNH\EXVLQHVVSDUWQHUVVXFKDVDLUOLQHVDQGWRXUFRPSDQLHVZLOO
enable the Group to effectively minimize any potential adverse impacts resulting from any or all of the abovementioned possible external risk factors.
7KHIRRGVHUYLFHTXLFNVHUYLFHUHVWDXUDQWV465EXVLQHVVLVDOVRVXVFHSWLEOHWRSRVVLEOHH[WHUQDOULVNIDFtors, such as health epidemics or widespread animal diseases, which is a major raw material for the food service
EXVLQHVVHV±LH$YLDQ,QÀXHQ]DRU%LUG)OXHSLGHPLF6XFKHYHQWVFDQKDYHDQDGYHUVHLPSDFWRQWKHIRRGEXVLness revenues in the immediate stage of an epidemic or crisis; however once consumers become more informed
DVWRWKHDFWXDOVLWXDWLRQVXFKQHJDWLYHLPSDFWVZLOOEHUHGXFHG+RZHYHUVLQFHWKH*URXS¶VIRRGVHUYLFH465
EXVLQHVVFRQVLVWVRIPRUHWKDQ465EUDQGFRQFHSWVDVZHOODVKDYHYDULRXVRXWOHWVVSUHDGWKURXJKRXWWKH
market, these factors will facilitate to minimize any potential negative impacts from such possible external risks.
Moreover, the Company will continue to focus on further R&D efforts in developing new product/menu offerings as
well as new services and marketing channels in order to be able to maintain effective responses to any possible
external risk factors as mentioned above.
RISKS OF POSSIBLE PARTIAL LOSSES OF REVENUES DUE TO COMPETITIVE ACTIVITIES
The hotels business has always been very competitive due to the continuing entrance of new top-end hotel
properties as well as ongoing properties and services development by existing hotel operators, thus resulting in
keen price-oriented competition. This business environment may have some potential adverse impacts on both the
&RPSDQ\¶VKRWHOVEXVLQHVVUHYHQXHVDQGSUR¿W
$VIRUWKHIRRGVHUYLFH465EXVLQHVVLWKDVDOVREHHQIDLUO\FRPSHWLWLYHGXHWRQHZFRPSHWLWRUVFRQWLQXLQJ
WRFRPHLQWRWKHPDUNHWEHFDXVHRIWKHLQKHUHQWµORZEDUULHURIHQWU\¶WRWKH465EXVLQHVVE\QHZSOD\HUVDVZHOO
as due to the sustain development of new food products or menu offerings. This business environment may have
VRPHSRWHQWLDODGYHUVHLPSDFWVRQERWKWKH&RPSDQ\¶VIRRGEXVLQHVVUHYHQXHVDQGSUR¿W
The Company and its Subsidiaries realizes the high level of competitiveness in the food services business
and have, therefore, always given great importance to continued development and training of its human resources
WRJHWKHUZLWKPDLQWDLQLQJLWVIRFXVRQVHUYLFHVTXDOLW\VRWKDWLWVYDULRXV465EUDQGVZLOOEHZHOODOZD\VEHDFcepted and popular with the consumers. This is effectively achieved through having a team of well-experienced
food services professionals.
Furthermore, the Company has always emphasized the need for good business and marketing planning
IRULWVKRWHOVEXVLQHVVDQGHVSHFLDOO\VRIRULWVIRRGVHUYLFH465EXVLQHVV7KH&RPSDQ\KDVDOVRPDLQWDLQHGRQgoing efforts in developing and launching new innovative food products and menu offerings as well as in expanding
its business footprint to cover a widespread area throughout all the regions of Thailand. This has resulted in a solid
UHSXWDWLRQDQGJRRGFRQVXPHUDFFHSWDQFHRIWKHYDULRXVEUDQGVRIWKH&RPSDQ\¶VKRWHOVDQGIRRGVHUYLFH465
EXVLQHVVHV7KHUHIRUHWKH&RPSDQ\DQGLWV6XEVLGLDULHVDUHFRQ¿GHQWWKDWLWFDQHIIHFWLYHO\FRPSHWHZLWKDOOSOD\ers in the market place.
RISKS OF POSSIBLE PARTIAL LOSSES OF REVENUES FROM FRANCHISED OPERATIONS
7KH&RPSDQ\DQGLWV6XEVLGLDULHVRSHUDWHYLUWXDOO\DOORILWVIRRGVHUYLFH465EXVLQHVVXQGHUIUDQFKLVLQJ
arrangements from the respective principal international Franchisors; whereby the franchise agreement includes
YDULRXV FRQGLWLRQV DQG ¿[HG IUDQFKLVH WHUPV7KXVLQ WKHHYHQW WKDWWKH )UDQFKLVRU GRHV QRW ZLVK WR UHQHZ LWV
franchise to the Company or its Subsidiaries, or agrees to renew the franchise term under new conditions that are
QRWIDYRUDEOHWRWKH&RPSDQ\±VXFKDVDQLQFUHDVHLQWKHLQLWLDOIHHIRUDQ\QHZ465RXWOHWVWREHRSHQHGRUDQ
adjustment in the revenue sharing arrangement, these factors may then result in an overall or, at least a partial,
ORVVRIUHYHQXHVIRUWKH&RPSDQ\¶VIRRGVHUYLFH465EXVLQHVV
130
ANNUAL REPORT 2012
CONTENTS
The Company has emphasized the maintenance of good business relationships with the respective Franchisors and on always being well-prepared to negotiate franchise term renewals prior to its expiry date. Additionally, because the Company has been the Franchisee to the respective international Franchisors for a long time and
KDVH[WHQVLYHH[SHULHQFHDVZHOODVDQGDVROLGUHSXWDWLRQLQWKHIRRGVHUYLFH465EXVLQHVVWKH&RPSDQ\KDV
continued to remain successful in renewing franchise terms and agreements.
RISKS OF POSSIBLE PARTIAL LOSSES OF FOOD BUSINESS REVENUES DUE TO FACILITIES LEASE
AND/OR RENTAL CONTRACT RENEWALS
0RVWRIWKHIRRGVHUYLFH465EXVLQHVVRXWOHWVZKHWKHUWKH\DUHIXOOUHVWDXUDQWVRUNLRVNV±RSHUDWHGE\
the Company and its Subsidiaries are rented facilities located in shopping malls or within department stores under
DUHQWDODJUHHPHQWZLWKVSHFL¿FWHUPVDQGFRQGLWLRQV2QFHWKHUHQWDOWHUPKDVH[SLUHGDQGLIWKH6XEVLGLDULHV
does not obtain a rental agreement renewal – especially for those locations with high revenue potential, or if the
UHQHZDODJUHHPHQWLQFOXGHVFRQGLWLRQVQRWIDYRUDEOHWRWKH6XEVLGLDULHV±VXFKDVVLJQL¿FDQWO\LQFUHDVHGPRQWKO\
rents or required payment increases relating to upfront fees for the right to rent or to register the rental agreement,
these factors may then have an overall, or partial, impact on the potential revenues for the Company’s food service/
465RSHUDWLRQVORFDWHGLQVXFKUHQWHGIDFLOLWLHV
However, since most of the current facilities rental agreements have varying terms as well as different
start-up and expiry dates, this enables the Company to partly ‘spread out’ the potential risks. At the same time, the
Company has always continued to expand and open new outlets into new locations as well as to give importance
in focusing on rented facilities that offer the most satisfactory terms and returns, and to initiate each agreement
renewal negotiations well in advance of their expiry dates. Additionally, since the Company and its Subsidiaries
RSHUDWHVPDQ\SRSXODUDQGZHOODFFHSWHG465EUDQGVWKHUHE\LWLVDEOHDWWUDFWVLJQL¿FDQWQXPEHURIFRQVXPHUV
to the shopping mall or department store locations, and also because the Subsidiaries rent altogether a cumulaWLYHO\VLJQL¿FDQWODUJHSRUWLRQRIWKHUHQWDEOHDUHDIRUDOOPRUHWKDQ465EUDQGVLWRSHUDWHVLWRIWHQUHFHLYHV
special consideration and priority treatment in any rental agreement renewals negotiations from the shopping mall
and department store operators.
RISKS FACTORS DUE TO THE NEED TO COMPLY
WITH THE TERMS AND CONDITIONS OF THE DEBENTURE ISSUE AND LONG TERM LOANS AGREEMENTS
Under the various conditions and covenants relating to its debentures issue as well as its long term loans
agreements, the Company and one of its Subsidiary Company is obliged to maintain an overall Debt to Equity (D/E
5DWLRIRULWVLQWHUHVWEHDULQJORDQVRIQRWPRUHWKDQEDVHGRQLWV4XDUWHUO\FRQVROLGDWHG¿QDQFLDOVWDWHPHQWV
In fact, as at December 31, 2012, the Company and its Subsidiaries have maintained a D/E Ratio of 1.20 :1.
RISKS FACTORS AS A RESULT OF THE LOANS FACILITIES STRUCTURE
As at December 31, 2012, the Company and its Subsidiaries have these loans obligations : overdraft
facilities and short term loans totaling Baht 5,080.4 million, and long term loans totaling Baht 6,973.2 million respectively; whereby it still has unused loans facilities that is almost equal to its current total outstanding short term
loans.
RISKS FACTORS DUE TO FOREIGN EXCHANGE RATES FLUCTUATIONS
Part of the overall revenues of the Company and its Subsidiaries are receipts in foreign currencies, which
are payments for hotels services from overseas travelers, whereby each year the Company sets room rates that
are based on the current foreign exchanges rates and forecasts of foreign exchanges analysts as well as include
VRPH³EXIIHU´WRDFFRXQWIRUH[SHFWHGIRUHLJQH[FKDQJHÀXFWXDWLRQV$GGLWLRQDOO\WKH&RPSDQ\DOVRKDVVRPHH[SHQVHVSD\DEOHLQIRUHLJQFXUUHQFLHV±VXFKDVLQLWLDOIUDQFKLVHIHHVIRUQHZ465RXWOHWVDQGSXUFKDVHVRIVRPH
UDZPDWHULDOVXVHGLQWKH465EXVLQHVVIURPRYHUVHDVVXSSOLHUV
However, in the past, both the foreign currency receipts and payments together only account for a very
small portion of the overall total revenues and payments of the Company and its Subsidiaries respectively; whereE\WKH\GRQRWSRVHDQ\VLJQL¿FDQWLPSDFW7KHUHIRUHLWLVQRWQHFHVVDU\WREX\DQ\IRUZDUGIRUHLJQFXUUHQF\SXUFKDVHRUFRYHUDJHWRPHHWVXFKSRVVLEOHPLQRUULVNVUHODWLQJWRIRUHLJQH[FKDQJHÀXFWXDWLRQV
RISKS FACTORS DUE TO INTEREST RATES VARIATIONS
$VDW'HFHPEHUWKH&RPSDQ\DQGLWV6XEVLGLDULHVKDYHORDQVIURP¿QDQFLDOLQVWLWXWLRQVDPRXQW
RI%DKWPLOOLRQHTXDOWRRILWVWRWDOOLDELOLWLHVZLWKPRVWRIWKHVHORDQVDUHEDVHGRQDµÀRDWLQJLQWHUest rate’; whereby for every 0.25% increase or decrease in the overall interest rate, the impact for the Company
will be an increase or decrease in total interest costs payable of approximately Baht 18 million.
131
CONTENTS
POLICY ON CORPORATE GOVERNACE
MESSAGE FROM THE CHAIRMAN
7KH%RDUGRI'LUHFWRUVRIWKH&HQWUDO3OD]D+RWHOSOFLVFRQ¿GHQWWKDWSROLFLHVDQGSUDFWLFHVUHODWLQJWR
good corporate governance that are in place is a key operational success factor for the group that affords our
6KDUHKROGHUVWKHEHVWSRVVLEOHEHQH¿WVRQDVXVWDLQHGEDVLV7KHUHIRUHWKH&RPSDQ\KDVSUHSDUHGWKLVGRFXPHQW
that summarises the various Board and Management structure together with the related 6 key policies as well as
associated practices and procedures, based on principles of good corporate governance, that are required to be
complied to by the Board, Management and the staff, namely :
1. ACCOUNTABILITY : being accountable for one’s own decisions and actions, as well as being able to
clarify and effectively explain the basis of such decisions and actions.
2. RESPONSIBILITY : being responsible in discharging one’s responsibilities and duties to the best of
one’s ability and effectiveness.
3. (48,7$%/(75($70(17WUHDWLQJDQGEHKDYLQJWRZDUGVDOO6WDNHKROGHUVLQDMXVWPDQQHUDQGRQ
the same basis, as well as being able to effectively explain such behavior.
4. 75$163$5(1&<XQGHUWDNLQJDOODFWLRQVLQDFOHDUDQGRSHQPDQQHUWKDWFDQEHYHUL¿HGDVZHOODV
disclosing the required and relevant information in an open manner to all parties involved.
5. VISION TO CREAT LONG TERM VALUE : having the foresight to be able to see through situations as
well as to make business-related decisions that will effectively build value for the business and Company in the long term.
6. (7+,&6KDYLQJPRUDO¿EUHDVZHOODVSURIHVVLRQDOLVPLQRSHUDWLQJWKHEXVLQHVVLQDQHWKLFDOO\DQG
just manner.
The Board of Directors will undertake its best possible efforts to oversee the operations and ensure that
all the above key policies as well as associated practices and procedures are all observed and strictly complied
to, whereby close follow-up actions and continuing improvements will be initiated to ensure that they are always
FXUUHQWDVZHOODVDSSURSULDWHWRWKHHYHUFKDQJLQJEXVLQHVVHQYLURQPHQWDQGWKHH[SHFWHGEHQH¿WVRQWKHSDUWRI
our Shareholders.
The Board of Directors hopes that the summary document will clearly demonstrate our genuine intent, our
transparency and our continuing commitment to determine effective strategic directions as well as to constantly
RYHUVHHWKHRSHUDWLRQVRIWKH&RPSDQ\VRWKDW6KDUHKROGHUVZLOOKDYHEHOLHYHWKDWWKHEHQH¿WVRIRXU6KDUHKROGers will always be well looked after.
November, 2011
132
ANNUAL REPORT 2012
CONTENTS
BOARD OF DIRECTORS
Composition and Appointments
7KH&RPSDQ\¶V%RDUGRI'LUHFWRUVFRPSULVHVRITXDOL¿HGSHUVRQVZKRDUHNQRZOHGJHDEOHFDSDEOHDQGZHOO
experienced in this business as well as having the skills and vision; whereby they are appointed by the Shareholders
Meeting while the Board itself will elect and appoint the Chairman, Vice Chairman and a number of other Board positions
as appropriate to the size of the Company’s business operations as well as to ensure their effective performances.
1.
The Board of Directors will consist of not less than 5 Directors with at least one-third of the total number of
Directors being Independent Directors, of which there will be at least 3; while not less than half of the Directors
must reside in Thailand.
2.
The Board of Directors will elect and appoint one of the Directors as the Chairman and, as deemed appropriate, one (or several) Vice Chairman. The Board can also authorised one or more Directors or any other
person(s) to act on its behalf.
3.
7KH&KDLUPDQDQGWKH&(2VKRXOGQRWEHRQHDQGWKHVDPHSHUVRQVRDVWRHQVXUHDFOHDUO\GH¿QHGGLYLVLRQ
of roles and responsibilities as well as balance of power in the overall operations of the business.
4.
The appointments of Directors must be in accordance with the laws as well as all the relevant rules and regulations as well as in a transparent and clear manner.
(1) In the event that a Director complete his term of service and retires from the Directorship, the Shareholders
PHHWLQJZLOOVHOHFWDQGDSSRLQWDQHZ'LUHFWRUIURPWKHQRPLQDWHGTXDOL¿HGSHUVRQZKRKDVWKHKLJKHVWQXPEHU
of votes in his/her favour so as to have the total number of Directors as agreed; and in the event that there is a
tie (between two nominated persons), the Chairman will have the deciding vote.
(2) In the event that a directorship becomes vacant due to any reason other than a retirement after completion
of the term of service, at the immediate next Board meeting the Board of Directors will appoint a person who is
TXDOL¿HGDQGDOVRQRWSURKLELWHGE\ODZDVWKHUHSODFHPHQW'LUHFWRUZKHUHE\WKHDSSRLQWHHZLOOVHUYLFHRXWWKH
remaining terms of service of that directorship – unless the remaining term of service in question is less than 2
months; whereby such an appointment must receive not less than three quarters of total votes of the remaining
number of Directors.
4XDOL¿FDWLRQVRID'LUHFWRURIWKH&RPSDQ\
1.
A Director must be a normal person, who
1) has come of age,
2) is not bankrupt, incapable or seemingly incapable,
KDVQRWUHFHLYHGD¿QDOVHQWHQFHWRDSULVRQWHUPIRUFRPPLWWLQJIUDXGXOHQWDFWVDQG
KDVQRWEHHQLQYROXQWDULO\WHUPLQDWHGIURPHPSOR\PHQWDVD*RYHUQPHQWRI¿FLDORUDVDQHPSOR\HHRIDQ\
Government and non-Government organisation due to fraudulent acts in the discharge of responsibilities.
2.
A Director must have the knowledge, capability and extensive experiences that will be of added value in from
EHLQJDSSRLQWHGDVD'LUHFWRUDVZHOODVDSHUVRQZLWKPRUDOSULQFLSOHVLQWHJULW\DQGVXI¿FLHQWWLPHWRIXOO\
devote to the responsibilities in being a Director.
3.
A Director can take up directorships in other business organizations, without being a hindrance to the discharge
of responsibilities as a Director of the Company; whereby not more than a total of 5 concurrent directorships in
listed companies on the Stock Exchange of Thailand can be held at any one time.
4.
A Director is prohibited from undertaking any business that is similar in nature to and in competition with that
of the Company; and also is prohibited in being (a)a partner in an ordinary partnership or being as partner with
unlimited liability in any limited liabilities partnerships or (b) in a Director in any private companies or organisations that operate a business that is similar in nature to and in competition with that of the Company - regardOHVVRIWKHIDFWWKDWVXFKXQGHUWDNLQJVDUHIRUWKHEHQH¿WRIRWKHUVXQOHVVLWLVGLVFORVHGWRWKH6KDUHKROGHUV
meeting prior to being appointed as such.
5.
$Q,QGHSHQGHQW'LUHFWRULVD'LUHFWRURIWKH&RPSDQ\ZKRLVIXOO\IUHHDQGLQGHSHQGHQWRIDQ\LQÀXHQFHRU
control of the Company’s Management and/or majority Shareholders, and not in any way be involved with or
KDYHYHVWHGLQWHUHVWVLQWKHGHFLVLRQVRIWKH0DQDJHPHQWZKHUHE\WKHTXDOL¿FDWLRQVRIDQ,QGHSHQGHQW'LUHFtor are as follows :
1) Having not more than 0.5% ownership of the total number of voting shares of the Company, the parent
Company as well as of any Subsidiary Companies, joint venture Companies or any juristic entity that may have
FRQÀLFWVRILQWHUHVWZKHUHE\WKLVWRWDODPRXQWRIVKDUHKROGHUVDOORZHGPXVWDOVRLQFOXGHWKRVHRZQHGE\DQ\
persons related to the respective Independent Director in question.
133
CONTENTS
2) Currently is or has been in the past a Director involved in the management or an employee, staff, or consultant with a regular monthly salary of the Company, as well as in a position of control over the Company, the
parent Company and its Subsidiaries, joint venture Companies, a Subsidiary of the same level or any juristic
HQWLW\WKDWPD\KDYHFRQÀLFWVRILQWHUHVWXQOHVVVXFKVWDWXVKDVEHHQWHUPLQDWHGRUKDVHQGHGIRUDSHULRGRI
at least 2 years prior to being appointed as a Director of the Company.
3) Is not related to by blood, or by legal registration, as a father, mother, spouse, sibling, or child and including
spouses of the children and of member of management member, and to the majority Shareholder of or a party
with control over the Company, or persons(s) nominated to be the management and person with control over
the Company and its Subsidiaries.
4) Currently has or in the past has had any business relationships with the Company, the parent Company
DQGLWV6XEVLGLDULHVMRLQWYHQWXUH&RPSDQLHVRUDQ\MXULVWLFSHUVRQVWKDWPD\KDYHFRQÀLFWVRILQWHUHVWWKDW
may result in impeding the fully independence of consideration and judgment being exercised; and including
not being or having been a major shareholder, a Director (who is not an Independent Director), member of the
Management of those organisations that have a business relationship with the Company, the parent Company
and its Subsidiaries, joint venture Companies, a Subsidiary of the same level or any juristic entity that may have
FRQÀLFWVRILQWHUHVWXQOHVVVXFKVWDWXVKDVEHHQWHUPLQDWHGRUKDVHQGHGIRUDSHULRGRIDWOHDVW\HDUVSULRU
to being appointed as a Director of the Company.
The business relationship as described in the paragraph above includes any normal transactions in the course
of operating the businesses – namely the leasing/rental of property by either party; transactions relating to
DVVHWVVDOHVRUVHUYLFHVDVZHOODVJUDQWLQJRUUHFHLSWRIDQ\¿QDQFLDOVXSSRUWUHODWLQJWRORDQVJXDUDQWHHV
pledging of assets as a security against loans received and other activities of a similar nature that result in either
the Company or the counter party having a debt liability towards the other party from 3% of the total tangible
assets of the Company or from Baht 20 million upwards. The calculation of such debt liabilities should be in
accordance to the method of calculating the value of any related transactions as prescribed by the announcement of the Capital Markets Supervisory Board (CMSB) in regard to the compliance regulations in undertaking
related transactions; but however in taking into consideration any such debt liabilities that have been incurred
during a period of 1 year prior the start of any business relationship(s) with another party.
5)
Currently is or has been in the past an external auditor of the Company, the parent Company and its
6XEVLGLDULHVMRLQWYHQWXUH&RPSDQLHVRUDQ\MXULVWLFSHUVRQVWKDWPD\KDYHFRQÀLFWVRILQWHUHVWDVZHOODV
not being a major shareholder or Director (who is not an Independent Director), member of Management, and
0DQDJLQJ3DUWQHURIWKHDXWKRULVHG$XGLW¿UPRIWKH&RPSDQ\WKHSDUHQW&RPSDQ\DQGLWV6XEVLGLDULHVMRLQW
YHQWXUH&RPSDQLHVRUDQ\MXULVWLFHQWLW\WKDWPD\KDYHFRQÀLFWVRILQWHUHVWXQOHVVVXFKVWDWXVKDVEHHQWHUminated or has ended for a period of at least 2 years prior to being appointed as a Director of the Company.
6) Currently is or has been in the past been a professional services provider to (inclusive of business, legal
DQG¿QDQFLDOFRQVXOWLQJVHUYLFHVDQGUHFHLYLQJDQDQQXDOVHUYLFHVIHHVH[FHHGLQJ%DKWPLOOLRQIURPWKH
Company, the parent Company and its Subsidiaries, joint venture Companies, or any juristic person(s) that may
KDYHFRQÀLFWVRILQWHUHVWZKHUHE\LQWKHHYHQWWKDWVHUYLFHVEHLQJSURYLGHGLVLQWKHIRUPRIDMXULVWLFHQWLW\
then this criteria should also include being a major shareholder, Director (who is not an Independent Director),
PHPEHURI0DQDJHPHQWRU0DQDJLQJ3DUWQHURIWKHSURIHVVLRQDOVHUYLFHVSURYLGHU¿UPLQTXHVWLRQXQOHVV
such status has been terminated or has ended for a period of at least 2 years prior to being appointed as a
Director of the Company.
7) Is not a Director who has been appointed the authorised representative of a Director of the Company, of
the majority Shareholder of the Company, or of a shareholder who is connected to the majority Shareholder of
the Company.
,VQRWLQYROYHGLQRURSHUDWHVDEXVLQHVVWKDWLVVLPLODULQQDWXUHWRDQGDVLJQL¿FDQWFRPSHWLWRURIWKH
&RPSDQ\RULWV6XEVLGLDULHVRULVQRWDVLJQL¿FDQWVKDUHKROGHURIEXVLQHVVSDUWQHUVKLSRUDQ([HFXWLYH'LUHFtor, employee staff, consultant with a regular monthly salary, or holds more than 1% of the total voting shares
of another company which operates a business that is similar in nature to and a competitor of the Company or
its Subsidiaries.
'RHVQRWKDYHDQ\RWKHUTXDOL¿FDWLRQVRUVWDWXVWKDWZRXOGKLQGHUWKHDELOLW\WRLQGHSHQGHQWO\H[SUHVVDQ\
opinions in regard to the business operations and activities of the Company.
Independent Director(s) may be assigned by the Board of Directors to make decisions relating to the operations of
the Company, the parent Company and its Subsidiaries, joint venture Companies, or Subsidiaries at the same level
RUDQ\MXULVWLFSHUVRQVWKDWPD\KDYHFRQÀLFWVRILQWHUHVWZKHUHE\VXFKGHFLVLRQVZLOOEHPDGHRQDFROOHFWLYHEDVLV
Term of Service
1.
At every Annual General Shareholders Meeting (AGM), one-third (or the nearest equivalent number) of the
total number of Directors are required to retire by rotation.
2.
7KHUHWLUHPHQWRI'LUHFWRUVGXULQJWKH¿UVWDQGVHFRQG\HDUVDIWHUWKH&RPSDQ\ZDVOLVWHGZDVXQGHUWDNHQ
by all drawing lots to see who had to retire by rotation; but thereafter, those Directors with the longest term of
134
ANNUAL REPORT 2012
CONTENTS
service retired by rotation. However, Directors who retire may be nominated for appointment as a Director of
the Company for another term.
Apart from retiring by rotation in the above manner, the termination of a Director’s term of service may be through:
1).
Death
2).
Resignation
)DLOLQJWRKDYHWKHUHTXLUHGTXDOL¿FDWLRQVRUEHLQJSURKLELWHGE\ODZWKURXJKDQRUGHURIWKH&RXUWRUE\
the Company’s regulations, whereby either the Shareholders meeting make a resolution to terminate the Directorship, requiring at least a total of at least three quarters and not less than half of the total number of valid
votes present at the meeting voting in favour of the termination.
3.
Directors wishing to resign must do so by submitting a written resignation letter to the Company.
4.
Independent Directors cannot serve for more than 2 consecutive terms for the sake of ensuring full independence in the consideration of any matters and expressing any opinions in the capacity as an Independent
Director.
Duties and Responsibilities of Directors
1.
To discharge their duties and responsibilities in accordance with the laws, objectives and regulations of the
Company as well as all the resolutions of the Board of Directors and Shareholders’ meetings, and with a duty
of loyalty, duty of care, together with full accountability and ethics by always taking into consideration the best
LQWHUHVWDQGEHQH¿WVRIDOO6KDUHKROGHUVDOLNHDQGHTXDOO\
2.
'H¿QHWKHYLVLRQVWUDWHJLFGLUHFWLRQDVZHOODVGHWHUPLQHWKHRYHUDOOEXVLQHVVDQGDQQXDOEXGJHWSODQVRIWKH
Company and undertaking close follow-up and monitoring of the various operations performance results on a
continuing basis in order to ensure that the operational activities are in accordance with the established business directions and plans and that any obstacles or issues can be resolved in a timely manner.
3.
&RQVLGHUDQGDSSURYHDQ\LPSRUWDQWRUVLJQL¿FDQWWUDQVDFWLRQVZLWKLQWKHGH¿QHGDXWKRULW\DQGUHVSRQVLELOLWLHV
of the Board according to the law and regulations of the Company, including the approval of the any investment
budgets in excess of Baht 100 million
4.
Consider and approve the setting up of and appointments to Board Committees so that they can effectively
support the Board, as appropriate and necessary; whereby close monitoring of the activities and performance
pf these Board Committees will also be undertaken on a regular basis.
5.
Independent Directors must exercise their judgment in a fully independent manner in their consideration of
matters relating to proposed strategies, management of the Company, appointments of Directors, and setting operational standards, as well as must be prepared to oppose any actions on the part of management or
other Directors in the event they have opposing views with regard matters impacting the equal treatment of all
Shareholders alike.
6.
Ensuring proper disclosure of relevant information to all Shareholders and Stakeholders groups in a correct,
comprehensive, transparent, reliable and timely manner as well as on an equal basis.
7.
(VWDEOLVKDQGHQVXUHWKDWHIIHFWLYHDQGHI¿FLHQWLQWHUQDOFRQWUROVDVZHOODVLQWHUQDODXGLWV\VWHPVDUHLQSODFH
8.
Establish as well as implement appropriate and effective risks management procedures and processes, so as
to enable sound assessment, monitoring and management of risks.
9.
Appoint a Company Secretary, who will be able to assist the Board in various oversight activities, and ensuring
that the Board as well as the Company fully comply with all the relevant; laws and regulations.
10. 'H¿QHDQGHVWDEOLVKWKH&RGHRI%XVLQHVV(WKLFVDQG&RQGXFWIRUXVHDVDJXLGHOLQHDQGRSHUDWLRQDOIUDPHwork for members of the Board, Management and the staff.
11. 'H¿QHDQGHVWDEOLVKWKDWWKHSULQFLSOHVDQGSUDFWLFHVJXLGHOLQHVIRUJRRGFRUSRUDWHJRYHUQDQFHDQGWKDWWKH\
are implements, as well as promote the dissemination of this guideline, in order to ensure that they are fully
understood and strictly complied to within the operations of the Company.
12. 'H¿QHDQGLPSOHPHQWFOHDUJXLGHOLQHVUHJDUGLQJWKH&RPSDQ\XQGHUWDNLQJDQ\FRQQHFWHGWUDQVDFWLRQVZLWK
related parties in a transparent manner.
13. 'H¿QHFOHDUSURFHGXUHVDQGSURFHVVHVIRUWKHUHSRUWLQJWRWKH%RDUGE\WKH$XGLW&RPPLWWHHLQWKHHYHQW
WKDWRIGLVFRYHULQJDQ\DFWXDORUVXVSLFLRXVWUDQVDFWLRQVRUDFWLYLWLHVZKLFKPD\SRVVLEO\KDYHDVLJQL¿FDQW
LPSDFWRQWKH¿QDQFLDOVWDWXVDQGRSHUDWLQJUHVXOWVRIWKH&RPSDQ\ZKHUHE\WKH%RDUGRI'LUHFWRUVLVWKHQ
135
CONTENTS
required to take corrective actions within the recommended and appropriate time frame as proposed by the
Audit Committee.
14. 'H¿QHDQGLPSOHPHQWDSSURSULDWHVXFFHVVLRQSODQQLQJDFWLYLWLHVUHODWLQJWRWKHVHQLRU([HFXWLYHDQG0DQDJHment positions of the Company.
15. Review and improve, on a regular basis, any key policies and important business plans, so that they are always
current with and correspond to the latest situation or business environment.
16. Review and improve, on a regular basis, the Charter of the Board of Directors.
17. Solicit and acquire professional opinions regarding the operations of the Company through hiring outside consultants at the expense of the Company.
18. Discharge any other duties relating to the business of the company as authorized and assigned by the Shareholders.
Board of Directors Meetings
1.
The Board of directors must meet at least every quarter, whereby schedule meeting dates are determined in
advance for the entire year but additional special meetings can be schedules as deemed necessary.
2.
A minimum of 2 Directors, together, can call for a Board meeting to take place, whereby the Chairman or an
authorised person will schedule the meeting date within a period of 14 days that such a meeting is formally
requested.
3.
In holding a Board meeting, the Chairman or an authorised person will send out a notice of the meeting, that
indicates the date, time and venue for the meeting together with the purpose and agenda, to all Directors at
least 7 days in advance or and prior to the scheduled meeting date, except in the event of an urgent need to
have a meeting in order to protect the Company rights or interests whereby other appropriate means of giving
notice of a planned meeting within a shorter period of time will be used.
4.
For every Board meeting, at least half of the total number of Directors of the Company must be present to constitute a quorum, with the Chairman of the Board acting as the Chairman of the meeting. However, in the event
that the Chairman of the Board is not present or is unable to attend the meeting, then the Directors present will
appoint a Director to act as the Chairman for the meeting accordingly.
5.
In voting for and making a resolution regarding an agenda item being considered during a Board meeting, the
majority vote will win whereby one Director has one vote; and in the event of a tie then the chairman can cast
an additional vote to decide on the matter. Further, Directors who have a vested interest in the agenda item
being considered must excuse themselves and will also not have a vote in that matter.
6.
The Board of Directors has the authority to invite members of Management, Executives or various persons
within the Company who are involved in a matter being considered to attend a meeting and give their opinions
¿UVWKDQGRUWRVXEPLWDQ\UHTXLUHGUHOHYDQWVXSSRUWLQJLQIRUPDWLRQ
7.
Non-Executive Directors must meet without Executive Directors or members of management being present at
least once a year, in order to discuss and review their discharge of duties and performance.
8.
The Company Secretary will be responsible for taking the minutes of Board meetings.
Board Reports
The Board of Directors must submit a report on the operating performance results of the Company to the Shareholders by using the 56-1 detailed report form and the Company’s Annual Report ( 56 -2 form), containing the details as
required by law as well as relevant rules and regulations.
BOARD COMMITTEES
The Board of Directors is authorised to establish two Board Committees and appoint Directors to be members in
order to undertake special and additional responsibilities assigned to them, namely the Audit Committee and the Nomination and Compensation Committee.
The above established Board Committees are authorised to invite members of Management to attend their reVSHFWLYHPHHWLQJVRUVXEPLWUHSRUWVWRJLYHDQ\UHTXLUHGDGGLWLRQDOGHWDLOVDQGRUFODUL¿FDWLRQDVZHOODVWRKLUHRXWVLGH
consultants, at the expense of the Company, to give their appropriate opinions as required on any relevant matters.
Audit Committee
The Audit Committee has a role relating to the activities assigned to it from the Board of Directors, whereby they will
perform in accordance the agreed charter of the Audit Committee as well as the authorised scope of authority and responsibilities in
136
ANNUAL REPORT 2012
CONTENTS

reviewing and assessing, together with the external auditor(s) and the internal audit group, that the Company
has the proper, appropriate and effective internal controls in place

investigating and reviewing internally in the event that a suspicious or presumed case of fraudulent or abnorPDODFWLYLW\KDVRFFXUUHGRUWKDWDVHULRXVÀDZLQWKHLQWHUQDOFRQWUROVV\VWHPLVDSSDUHQW
whereby a full report is submitted to the Board of Directors for their consideration accordingly. Further, the
$XGLW&RPPLWWHHLVUHVSRQVLEOHIRUWKHVHOHFWLRQDQGSURSRVDOWRWKH%RDUGRILQGHSHQGHQWDQGTXDOL¿HGSDUWLHVWREH
appointed as the authorised external auditor(s) of the Company as well as the associated remuneration. And the Audit
committee is also required to hold a meeting, at least once a year, with the external auditor(s) without any member of the
Management being present.
The Audit Committee must have at least 3 Independent Directors or a total number as prescribed by the Securities Exchange Commission, the Chairman of the Board, or the Chairman of the Audit Committee, whereby all members
be Directors with full independence as well as able to exercise completely independent judgment in an equitable manner
in their considerations and in the course of discharge their assigned responsibilities. They must also possess the quali¿FDWLRQVDVSUHVFULEHGE\WKH6HFXULWLHV([FKDQJH&RPPLVVLRQKDYHWKHUHOHYDQWNQRZOHGJHDQGEHZHOOH[SHULHQFHG
VRWKDWWKH\ZLOOEHHIIHFWLYHLQWKHLUUROH7KH$XGLW&RPPLWWHHPXVWKDYHDWOHDVWRQHPHPEHUZKRLVVXI¿FLHQWO\NQRZOedgeable and experienced to be able to review the accuracy and correctness of the Financial Statements of the Company. For meetings of the Audit Committee there must be at least half of the members present to constitute a quorum.
Membership of the Audit Committee will have a term of service of not more than 3 years per term or equal to
the remaining term of service as a Director. Members whose term has been completed, and thus retiring, will be eligible
to be nominated for appointment to another term. However, should a membership becomes vacant for any reason other
WKDQUHTXLUHGUHWLUHPHQWE\URWDWLRQWKHQWKH%RDUGRI'LUHFWRUVZLOODSSRLQWDQRWKHU'LUHFWRUVGHHPHGTXDOL¿HGWRWDNH
up that membership for the remaining term of service, so that there will be the total number of members of the Audit
Committee as originally established.
The Director of the Internal Audit will serve as the Secretary of the Audit Committee, responsible for arranging the meetings of the Committee to take place as well as to coordinate that required and relevant reports of the Audit
Committee be prepared and submitted to the Board of Directors, investors, Shareholders and the Stock
Exchange of Thailand. The Secretary of the Audit Committee is required to attend all meetings of the Committee but is
not entitled to a vote, but can, however propose the appointment of an assistant to the Secretary.
At least a total of 4 meetings of the Audit Committee must be held each year, in order to review the Financial
Statements, as well as assess activities relating to internal controls, risks management, and compliance to the applicable
regulations of the Stock Exchange of Thailand and laws for listed companies.
Written notices of Audit Committee meetings are to be sent to members at least 5 days prior to the scheduled
meeting date, which have been determined in advance for the year; whereby members of the Audit Committee are required to attend a minimum of three quarters of the total number of Committee meetings held during the year.
Nomination and Compensation Committee
The Nomination and Compensation Committee must have at least 5 members, of which at minimum of half must
be Independent or outside Directors, whereby there must be at least half of the total members and including at least 1
Independent Director present to constitute a quorum.
Membership of the Nomination and Compensation Committee will have a term of service of not more than 3
years per term or equal to the remaining term of service as a Director, and must be selected for appointment by the Board
of Directors. Members whose term has been completed, and thus retiring, will be eligible to be nominated for appointment to another term.
There must be a minimum of 1 meeting of the Nomination and Compensation Committee per year or as reTXLUHGDQGDSSURSULDWHWRHIIHFWLYHO\GLVFKDUJHLWVUHVSRQVLELOLWLHVDVGH¿QHGLQWKHFKDUWHUIRU1RPLQDWLRQDQG&RPSHQsation Committee, whereby written notices of Committee meetings together with the proposed agenda and supporting
LQIRUPDWLRQDUHWREHVHQWWRPHPEHUVLQDGYDQFHSULRUWRWKHVFKHGXOHGPHHWLQJGDWHLQRUGHUWRDOORZVXI¿FLHQWWRPH
for members to review the topics to be considered, and reports of the activities of each Committee meeting are to be
prepared and submitted to the Board.
Responsibilities in selecting and nominating proposed appointees
1.
Determine and propose to the Board of Directors, for consideration and approval, policies and criteria for the
VHOHFWLRQDQGQRPLQDWLRQRITXDOL¿HGSHUVRQVWKDWDUHFOHDUO\GH¿QHGORJLFDOHTXLWDEOHDQGUHDVRQDEOH2QFH
approved by the Board, these policies and criteria will then also be submitted to the Shareholders meeting for
consideration and approval.
2.
Propose to the Board of Directors, for consideration and approval, policies and criteria for the selection and
QRPLQDWLRQRITXDOL¿HGSHUVRQVWREHDSSRLQWHGDVWKH&(2RIWKH&RPSDQ\WKDWDUHFOHDUO\GH¿QHGORJLFDO
equitable and reasonable.
137
CONTENTS
3.
Review and propose to the Board of Directors, for consideration and approval, policies and strategies relating
to human resources that are considered appropriate for the operations of the Company.
4.
6HOHFWDQGQRPLQDWHVXLWDEOHSHUVRQVZLWKPRUDOSULQFLSOHVPRUDOSULQFLSOHVLQWHJULW\DQGUHTXLUHGTXDOL¿FDtions for consideration to be appointed as Directors and/or the CEO of the Company as the case may be.
5.
Review the ratio by type, total number, and required experiences of the Directors to be appointed to the Board
of Directors, as well as making recommendations in regard to the selection of those to be appointed to take up
any vacant Directorships.
6.
Ensure that an effective succession plan is in place – especially in regard to the Directors and the CEO of the
Company.
7.
Determine the various terms and conditions in the Agreement of Employment/Appointment for the CEOof the
Company, as well as undertake regular performance evaluation of the incumbent and/or propose a successor
to that position as required.
Responsibilities in determining compensation
1.
Determine and propose to the Board of Directors, for consideration and approval, policies relating to and the
types of compensation for Directors of the Company that are appropriate with the strategies and operations of
WKH&RPSDQ\WKDWDUHFOHDUO\GH¿QHGORJLFDOHTXLWDEOHDQGUHDVRQDEOH2QFHDSSURYHGE\WKH%RDUGWKHVH
policies and criteria will then also be submitted to the Shareholders meeting for consideration and approval.
2.
Determine and propose to the Board of Directors, for consideration and approval, policies relating to and the
types of compensation for the CEO of the Company that are appropriate with the strategies and operations of
WKH&RPSDQ\WKDWDUHFOHDUO\GH¿QHGORJLFDOHTXLWDEOHDQGUHDVRQDEOH
3.
Propose framework and means of implementation of remuneration schemes - for Directors on the main Board
and on Board Committees established as well as for the CEO position - that are in monetary as well as other
forms.
4.
Review the both the compensation structure and payment procedures as well as the monetary amount to be
paid that are appropriate to the current market environment as well as for the operations of the company and
the performance outputs of the Directors and/or the CEO of the Company as the case may be.
5.
Ensure and revise, as needed, the compensation plans for Directors and the CEO of the Company, so that
they are appropriately and adequately compensated for the required roles and the responsibilities as well as
accountability to the Company.
6.
Determine the performance evaluation process for the Directors and the CEO of the Company for the purpose
of facilitating a review of and revision to their compensation, taking into consideration their respective roles,
responsibilities and associated risks including giving special emphasis to the creation, on their part, of Shareholders value in the long term.
7.
Review the annual remuneration plan for Directors for proposal to the Shareholders Meeting for their consideration and approval.
INFORMATION DISCLOSURES
7KH%RDUGRI'LUHFWRUVKDVDSROLF\WRFRPPXQLFDWHDQGGLVFORVHDOOUHOHYDQWERWKWKH¿QDQFLDODQGQRQ¿QDQFLDO
information relating to the operations and performance results of the Company that are accurate, truthful, complete and
DGHTXDWHERWKRQDUHJXODUEDVLVDQGLQDWLPHO\PDQQHU6XFKLQIRUPDWLRQZLOOUHÀHFWWKHDFWXDORSHUDWLRQVDQG¿QDQFLDO
status as well as the perceived future direction of the Company.
T
he Board of Directors is fully committed to ensure full transparent and strict compliance to all applicable laws as
ZHOODVUXOHVDQGUHJXODWLRQVUHODWLQJWRWKHUHTXLUHGLQIRUPDWLRQGLVFORVXUHVZKHUHE\DVSHFL¿FJURXSZLWKLQWKH&RPpany will be established to be responsible for investor communications and relations, and for facilitating the dissemination
of information to all investors and securities analysts on an equal basis and in an appropriate manner.
Such information will also be made available via the Company website both in Thai and English.
SHAREHOLDERS MEETINGS
The Board of directors gives great importance to holding Shareholders Meetings and has a policy to afford all
Shareholders, on an equal basis, the same convenience in being able to participate in such Shareholders Meetings and
in being able to receive the same communications and information, as well as the opportunity to ask questions, express
opinions and exercise the rights to votes in the Shareholders Meetings.
It is the policy of the Company that the Board of Directors to arrange the preparation of the Company’s Annual
Report, as well as to present the operating performance results and prepared to propose/submit any important matters for
consideration at the Annual General Shareholders Meeting in addition to requirement by law that all Shareholders must
be able to participate in the decisions. Additionally, the Board will also arrange that all relevant information be communicated and disclosed to all Shareholders in a comprehensive, adequate and timely manner in order to facilitate any deci-
138
ANNUAL REPORT 2012
CONTENTS
sion to be made at the Shareholders Meetings, as well as will facilitate and actively support the exercise of their rights
to vote in person or via their authorised proxy, together allowing Shareholders the opportunity to express their opinions,
DVNTXHVWLRQVRUUHTXHVWDQ\FODUL¿FDWLRQVZKHUHE\'LUHFWRUVDWWHQGLQJWKHPHHWLQJVDUHDOOUHVSRQVLEOHIRUUHVSRQGLQJ
to such questions as required.
The Board of Directors will also arrange to have minutes of the Shareholders Meetings be recorded and communicated to all Shareholders via the Company website as soon as possible but not later than 14 days after each Shareholders Meeting.
INTERNAL CONTROLS SYSTEM AND RISKS MANAGEMENT
The Board of Directors has arranged to have a comprehensive internal controls system be established – coverLQJDOODVSHFWVRIWKH&RPSDQ\QDPHO\¿QDQFLDORSHUDWLRQVFRPSOLDQFHWRDOODSSOLFDEOHODZVDQGUHOHYDQWUHJXODWLRQV
and management of risks, together with an audit and review procedures, with effective checks and balances, in regard
to the continuous protection and oversight of the investments made by Shareholders and the asset of the Company.
9DU\LQJOHYHOVRIDSSURYDODXWKRULW\IRU0DQDJHPHQWDQGVWDIIKDYHDOVREHGH¿QHGDQGSXWLQSODFHDVZHOODVZULWWHQ
UXOHVUHJXODWLRQVDQGUHJXODWLRQVLQGLVFKDUJLQJWKHLUUHVSRQVLELOLWLHVKDYHEHHQGH¿QHGDQGSXEOLVKHG+HUHLVDQLQWHUnal audit group responsible for reviewing the activities of all operational and support Departments within the Company to
ensure that they are in accordance with those agreed to as well as to assess the internal controls within each respective
Department.
Further, the Board ensures that the internal audit group is completely independent and fully able to discharge its
audit and review role within the established checks and balance framework, whereby it is required to submit their reports
DQG¿QGLQJVGLUHFWO\WRWKH%RDUGRQDUHJXODUVFKHGXOHGEDVLV
The Director of the Internal Audit will serve as the Secretary of the Audit Committee, responsible for arranging the meetings of the Committee to take place as well as to coordinate that required and relevant reports of the Audit
Committee be prepared and submitted to the Board of Directors, investors, Shareholders and the Stock Exchange of
Thailand. The Secretary of the Audit Committee is required to attend all meetings of the Committee but is not entitled to
a vote, but can, however propose the appointment of an assistant to the Secretary. Incase of appointment, demotion
and relation, The Director of the Internal Audit must be approved by Audit Committee. As at 31 December 2012, totaling
number of Internal Audit was 12 persons.
Biography of Director of the Internal Audit, detail as follow
Name - Surname
Piphit Yengyugsakol
Position
Director of Internal Audit
Age
48 years
Education and Training
- Bachelor of Accountancy, Ramkhamhaeng University
- Bachelor of Laws, Thammasat University
&HUWL¿HG3XEOLF$FFRXQWDQW&3$)HGHUDWLRQRI$FFRXQWLQJ3URIHVVLRQV
- Tax Auditor, Revenue department
- Attorney, Lawyers Council
Experience
&HUWL¿HG3URIHVVLRQDO,QWHUQDO$XGLWRI7KDLODQG&3,$77KH,QVWLWXWHRI
Internal Auditors of Thailand
1989 – 2002 Audit Manager, Mitr Pracha Audit and Law
BUSINESS ETHICS
,QXQGHUWDNLQJWRRSHUDWHWKH&RPSDQ\DQGEXVLQHVVIRUWKHJUHDWHVWEHQH¿WWR6KDUHKROGHUVWKH%RDUGRI'Lrectors has a policy to give great and equal importance between the successful achievement of targeted results as well
as to the means and manner of achieving them.
7KHUHIRUHLQDFFRUGDQFHWRVXFKDVSROLF\WKH%RDUGKDVGH¿QHGDVHWRIEHKDYLRXUIRU'LUHFWRUV0DQDJHPHQW
and staff to observed and adhere to in the course of their duties and have compiled them in a “Code of Ethics and Conduct “, so as a facilitate a clear and full understanding by all Directors, members of Management team and employees
of the Company of the expected behaviour on their part towards the staff, Shareholders, customers, competitors, as well
as society and communities and the environment in which the Company operates.
Further, the Board has also put in place procedure and process to oversee and ensure that these expected
behaviours are fully and strictly complied to by all parties.
139
CONTENTS
DIRECTOR BIOGRAPHY
As at 31 December 2012, Board of Director composed of 11 persons, details are as follow
ř 0U6XWKLNLDWL&KLUDWKLYDW
Position
Age
% Shareholding in the
Company
Education
x
x
x
x
x
x
x
x
x
x
Completed Program from Thai
Institute of Directors(IOD)
Experience
x
x
x
x
x
x
x
x
Other Current Positions
Listed Company
Non Listed Company
x
x
140
x
x
x
ANNUAL REPORT 2012
şŘyears
śşřŚśŞŜŞsharesor Śşŝ%of paid up shares
Honorary PhD in Business Administration Program, Dhurakij Pundit
University
Honorary PhD in Hotel and Tourism Studies,Kasem Bundit University
Honorary PhD in Mass Communications, Ramkamhaeng University
M.A. (Political Science), Ramkamhaeng University
B.A. (Political Science), Ramkamhaeng University
Diploma in Mechanical Engineering, South West Essex Technical
Collage, U.K.
National Defense College, The Joint State - Private Sectors Course, Class
1
National Defense College, The Modern Management Course, Class 1
ŚŘŘŠ, Director Accreditation Program (DAP)
Assistant Manager, Central Trading Co., Ltd.
Assistant General Manager, Central Department Store Co., Ltd.
Heads of Political Science Association, Ramkamhaeng University and
Committee of Ramkamhaeng University Council
The Founder and Head of Thai Retails Association, Thai Retails
Association
Advisor to The Minister of Tourism and Sports, Ministry of Tourism and
Sports
One of the Founding Members importer and owner in usage of barcodes
in Thailand, Central Ladprao Shopping Complex project
Chairman Executive Committee, Post Publishing
Director, Central Pattana Plc.
Vice Chairman of Supervisory Board, Central Group of Companies Co.,
Ltd.
Director, Post International Media Co., Ltd.
Director, Post – ACP Co., Ltd.
CONTENTS
x
Director, Post – IM Plus Co., Ltd.
Director, Thai Tourism Industry Association
None
x
ŝŝ
x
Vice Chairman
şŚyears
ŝŘŜŜŠşşśsharesor 374%of paid up shares
x
x
Other companies which
materially compete directly or
have related business with the
Company (possible conflict of
interest)
Meeting Attendance in 2012
The Board of Director’s
meetings
meetings
Ś 0U6XWKLFKDL&KLUDWKLYDW
Position
Age
Company
Education
x
x
x
Honorary Doctor of Business Administration Program, Chiangrai Rajphat
University
Diploma in Civil Engineering Kingston College of Technology, U.K.
ŚŘŘŞ, Director Accreditation Program (DAP)
ŚŘŘŘ, Role of Chairman Program (RCP)
Vice Chairman, Chief Financial Officer, Central Group of Companies Co.,
Ltd.
Assistant General Manager, Central Department Store Co., Ltd.
Manager, Central Department Store-Silom Branch
Assistant Manager, Central Department Store-Silom Branch
Plc.
Chairman, Central Pattana Pcl.
Chairman of Supervisory Board, Central Group of Companies Co., Ltd.
None
x
ŝŝ
x
x
Completed Program from Thai Institute of Directors(IOD)
Experience
x
x
x
x
x
Listed Company
Non Listed Company
interest)
meetings
meetings
x
x
141
CONTENTS
ś 0U%KLVLW.XVODVD\DQRQ
Position
x
x
x
Age
Company
Education
x
x
x
x
x
Experience
x
x
x
Listed Company
Non Listed Company
x
x
x
x
Independent Director
Audit Committee Chairman
Nomination and Compensation Committee Member
şřyears
None
Master degree of Engineering, New South Wale University, Australia
Bachelor degree of Engineering, The University of Sydney, Australia
8
Director, Committee of Mahidol University
Advisor of Tourism Council of Thailand
Advisor of Dean, Faculty of Science, Mahidol University
-None
Chairman, Flying Orange Co., Ltd.
Vice Chairman, Stang Holding Co., Ltd.
Director, International Drug Development Co., Ltd.
None
x
interest)
x ŝŝ
meetings
meetings
x ŞŞ
Audit Committee’s meeting
x ŜŜ
Nomination and
Compensation Committee’s
meeting
Information regarding to appointed
The relationship in the Company, Subsidiary, Associated Company or other Independent director conflicted
business entity in present of during the past Ś years
- 1RWbeing a director who takes part in the management of the Company, employee, staff member, or
advisor receiving a regular salary
- 1RWbeing a professional service provider (i.e. auditor or legal advisory)
1 4 2 ANNUAL REPORT 2012
CONTENTS
- 1RWhaving business relationship significantly in a way that may impact the performing task independently
(i.e.buy – sell materials/ products/ service or financial support)
'U&KDUQYLWD\D6XYDUQDSXQ\D
Position
x
x
x
Age
Company
Education
x
x
x
Honorary Doctor of Private Law, Ghent University, France
Diploma in American Laws, Wisconsin University, USA
Bachelor degree of Law, Thammasat University
ŚŘŘŝ, Audit Committee Program (ACP), Director Accreditation Program
(DAP)
Director and Lawyer, Koodare Brothers Co., Ltd.
Lawyer, Dr. Ukrit Mongkolnavin Law Office
-None
Director, DLA Piper (Thailand) Co., Ltd.
Director, Kentop (Thailand) Ltd.
Director, CS & CV Co., Ltd.
Director, Hyundai Merchant Marine (Thailand) Co., Ltd.
None
x
ŝŝ
x
ŞŞ
ŜŜ
x
x
x
Experience
x
x
x
Listed Company
Non Listed Company
x
x
x
x
x
interest)
meetings
meetings
Nomination and
meetings
meeting
Nomination and Compensation Committee Chairman
Audit Committee Member
ŞŘyears
None
x
143
CONTENTS
ŝ
0U9LFKLHQ7HMDSDLEXO
Position
x
x
Age
Company
Education
x
x
x
x
x
x
x
Experience
x
x
x
x
x
x
x
x
x
x
Listed Company
Non Listed Company
144
x
x
x
x
x
ANNUAL REPORT 2012
şśyears
None
B.A. (Business Administration), Boston University, USA
2
King Prajadhipok's Institute, Class ř
Diploma in Capital Market Academy, Class řŘ
ŚŘŘŞ, Finance for Non-Finance Directors (FND)
ŚŘŘŜ, Director Accreditation Program (DAP)
Vice Chairman, Srinakorn Bank Ltd.
Senator
Advisor, Thailand Trade Representative (Dr. kantathi suphamongkhon)
Advisor, Chairman of Senator (General Teeradej Meepien)
Honorary Advisor, Thai Chamber of Commerce and Concil of Thailand
Chambers
Honorary Advisor, Thai Chamber of Commerce University
Chairman, Funding Management Committee of Huachiew
Chalermprakiet University
Chairman, Tokyo Marine Srimuang Insurance Co., Ltd.
Director, Asia Fiber Plc.
Chairman, Phatra Sathit Co. Ltd.
Chairman, Film Mania Plus Co., Ltd.
Director, Tejapaibul Co., Ltd.
Director, Utah Capital Co., Ltd.
CONTENTS
x
x
x
x
x
Director, CB Richard Ellis(Thailand) Co., Ltd.
Director, Thai Housing Development Co., Ltd.
Director, Worawat Co., Ltd.
Director, Sedthakarn Co., Ltd.
Director, Pracha Nu Khro Co., Ltd.
None
x
interest)
x ŝŝ
meetings
meetings
x ŜŜ
x ŜŜ
Nomination and
meeting
Mr. Vichien Tejapaibul was appointed on May 14, 2012
Ş 0U.DQFKLW%XQDMLQGD
Position
x
x
x
Age
Company
Education
x
x
x
Ŝŝyears
None
Kellogg Graduate School Management Northwestern University
Exchange Programme, Sasin Graduate Institute of Business
Administration, Chulalongkorn University
MBA (Finance and International Business) Sasin Graduate Institute of
Business Administration, Chulalongkorn University
145
CONTENTS
x
x
Bachelor degree of Civil Engineering Chulalongkorn University
ŚŘŘš, Director Luncheon Briefing (DLB), Monitoring of the Quality of
Financial Reporting (MFR), Monitoring the Internal Audit Function (MIA),
Monitoring the System of Internal Control and Risk Management (MIR)
ŚŘŘŞ, Audit Committee Program (ACP)
ŚŘŘŝ, Director Accreditation Program (DAP)
ŚŘŘś, Director Certification Program (DCP)
Deputy Managing Director/Private Equity (An affiliate of Lombard
Investment Inc.)
Senior Vice President, Heading the Finance Institutions group and the
Mergers and Acquistion practice, Merril Lynch - Phatara Securities Co.,
Ltd. (Currently: Phatara Securities Co., Ltd.)
Audit Committee Member, True Vision Plc.
Plc.
Director, Central Pattana Pcl.
Director, Robinson Department Store Plc.
Alternate Director, Asian Corporate Governance Association Limited,
Hong Kong
None
Experience
x
x
Listed Company
x
x
interest)
x ŝŝ
meetings
x ŜŜ
Mr. Kanchit Bunajinda was appointed on May 14, 2012
x
x
x
x
x
Non Listed Company
146
ANNUAL REPORT 2012
x
CONTENTS
ş 0U6XGKLWKDP&KLUDWKLYDW
Position
x
Age
Company
Education
x
x
x
x
x
x
Experience
x
x
x
ŝŝ
x
ŜŜ
x
x
x
x
x
x
x
Non Listed Company
x
x
x
interest)
meetings
meetings
Nomination and
meeting
MBA (Operations Research), Lona University, USA
Bachelor degree of Electrical Engineering, University of Maryland
(College Park), USA
13
ŚŘŘś, Director Certification Program (DCP)
Director, The Thai Chamber of Commerce President, Rotary Club Bangkhen
Chairman, Coffee Partners Co., Ltd. (Starbucks-Thailand)
President and Founder, Thai Shopping Center Association
Managing Director and Chief Executive Officer, Central Pattana Pcl.
Advisory, The Ministry of Commerce
Plc.
Vice Chairman, Robinson Department Store Plc.
Plc.
Chairman, Jasmine International Pcl.
Executive Chairman, Central Group of Companies Co., Ltd.
Chairman, Earth Care (Thailand) Co., Ltd.
Director, The Vintage Club Co., Ltd.
None
x
x
Listed Company
Director
Şŝyears
řśšşşşŝŜsharesor řŘŜ%of paid up shares
147
CONTENTS
Š 0U3ULQ&KLUDWKLYDW
Position
x
x
Age
Company
Education
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
Experience
x
x
x
x
x
x
Listed Company
148
x
x
x
ANNUAL REPORT 2012
Director
ŝŘyesrs
śŠŘşŜŠŝŜsharesorŚŠŚ%of paid up shares
MBA (Business Management) Sasin Graduate Institute of Business
Administration, Chulalongkorn University
B.A. (Accounting) Skidmore College, USA
National Defense College, The Joint State - Private Sectors Course, class
22
Operational Pyschology Programme for directors Class 73 at The
Psychology Defense Institute
Public Economy Management Programme for Senior Management, King
Prajadhipok's Institute, Class 4
Diploma in Capital Market Academy, Class ř
ŚŘřŘ, Advanced Audit Committee Program
ŚŘŘš, Monitoring Fraud Risk Management (MFM), Monitoring of Quality
of Financial Reporting (MFR)
ŚŘŘŠ, The Program of Senior Executive on Justice Administration (Class
13)
ŚŘŘş, Monitoring the Internal Audit Function (MIA) Monitoring the System
of Internal Control and Risk Management (MIR)
ŚŘŘŞ, Chief Financial Officer
ŚŘŘŝ, Director Accreditation Program (DAP), Audit Committee Program
(ACP), The Role of Chairman (RCP)
ŚŘŘŘ, Director Certification Program
Director, Thanamitr Factoring Plc.
Director, Indra Insurance Plc.
Executive director, Interlife John Hancock Life Insurance Plc.
Director, General Guard Service Co., Ltd.
Executive director, Central Department Store Co., Ltd.
Investment Banking, Thanachart Securities Plc.
Chairman of Audit Committee, Bualuang Securities Plc.
Plc.
Director, Robinson Department Store Plc.
CONTENTS
Non Listed Company
x
Executive Director, Central Group of Companies Co., Ltd.
Director, Central Department Store Co., Ltd.
Director, Central Inter Pattana Co., Ltd.
Director, Central Retail Corporation Ltd.
Director, Central Food Retail Co., Ltd.
Director, Central Marketing Group Co., Ltd.
None
x
4ŝ
x
ŜŜ
x
Director
Şşyears
řřŝşŚŘŝŜsharesor ŘŠŞ%of paid up shares
x
x
x
x
x
x
x
interest)
meetings
meetings
Nomination and
meeting
š 0U6XWKLFKDUW&KLUDWKLYDW
Position
Age
Company
Education
Experience
x
x
B.A. (Accounting), St.Joseph's College, USA
x National Defense College, The Joint State - Private Sectors Course, Class
11
x ŚŘŘŜ, Director Accreditation Program (DAP)
x ŚŘŘś, Finance for Non-Finance Directors (FND), Board and CEO
Assessment x 2000,Role
¸ 2000,Roleof ofChairmanProgram
ChairmanProgram(RCP)
(RCP)
x President and Chief Executive Officer, Central Retail Corporation Ltd.
x Chairman, Big C Super Center Plc.
x President, Thai Retailers Association
x Chairman, Committee of Retail Business, Thai Chamber of Commerce
x Advisor, Board of Trade of Thailand
x Director, Treasurer, Foundation for Environment Preservation
x
149
CONTENTS
Listed Company
Non Listed Company
x
Director, Central Pattana Plc.
Pcl.
Director of Supervisory Board, Central Group of Companies Co., Ltd.
Director, Central Inter Pattana Co., Ltd.
Director, Central Department Store Co., Ltd.
Director, Tiang Chirathivat Foundation
None
x
Ŝŝ
x
Director
Şşyears
ŚŚŘŝŝŘšŝsharesor řŞś%of paid up shares)
x
x
x
x
x
x
interest)
meetings
meetings
řŘ0U6XGKLVDN&KLUDWKLYDW
Position
Age
Company
Education
Experience
x
x
x
x
x
x
x
Listed Company
x
x
Non Listed Company
1 5 0 ANNUAL REPORT 2012
x
x
x
x
x
x
B.A. (Mathematic), St. John Fisher College, USA
ŚŘŘş, Director Accreditation Program (DAP), Director Certification
Program (DCP)
President, Central Marketing Group Co., Ltd.
Managing Director, Central Garment Factory Co., Ltd.
Managing Director, Prin Inter Trade Co., Ltd.
Chairman, Robinson Department Store Plc.
Plc.
Director of Supervisory Board, Central Group of Companies Co., Ltd.
Director, Central Garment Factory Co., Ltd.
Director, Central Retail Corporation Ltd.
Director, Harng Chiangmai Department Store Ltd.
Director, Central Trading Co., Ltd.
None
CONTENTS
Company (possible conflict of interest)
x 5ŝ
meetings
meetings
ř 0U7KLUD\XWK&KLUDWKLYDO
Position
Age
Company
Education
x
x
x
x
x
x
x
x
x
x
x
Experience
x
x
x
x
x
x
x
Chief Executive Officer (CEO)
Ŝşyears
ŝŠşŝŝŘŞsharesor ŘŜŜ%of paid up shares
Master degree of Food, Hotel and TourismManagement, Rochester
Institute of Technology,Rochester, USA
Bachelor degree of Political Science, Chulalongkorn University
2011, The Program of Senior Executive on Justice Administration (Class
15) 2008, TLCA Executive Development Program (Class 1)
2003, Program for Management Development, Executive Education
Harvard Business School
1997, Finance for Management, Chulalongkorn University
1996,Mini MBA Program, Chulalongkorn University
1993, Psychology Institute,National Defense College
2002,Directors Certification of Program (DCP)
Senior Vice President - Project Management
Vice President - Project Management
Director of Project Management and Procurement
Promotion & New project Manager
Food and Beverage Coordinator, Centara Hotels & Resorts
Assistant Manager,Marriott Hotel & Resort, Park Ridge, NJ, USA
interest)
x śś *
meetings
meetings
Mr.Thirayuth Chirathival was appointed on April 2, 2012
151
CONTENTS
SHAREHOLDER
The majority of Shareholders
The top 10 of majority shareholders as of 28 December 2012, as follows
Shareholder
Number of Shares
%
1.
Tiang Chirathivat Co.,Ltd
67,523,190
5.00
2.
3.
4.
Mrs. Nutteera Boonsri
Mr. Suthichai Chirathivat
Mr. Suthiluk Chirathivat
53,000,000
50,448,773
48,793,148
3.93
3.74
3.61
5.
Mr. Suthiporn Chirathivat
45,160,040
3.35
6.
Khunying Suchitra Mongkolkiti
39,989,694
2.96
7.
Mr. Prin Chirathivat
38,074,854
2.82
8.
37,123,646
2.75
9.
Mr.Tos Chirathivat
36,182,192
2.68
36,129,511
2.68
10. Mr. Niti Ostanukrau
The Chirathivat Group holds a total of 67.63% of the paid-up share capital of CENTEL
Directors and executives holding CENTEL shares
Directors and executives holding CENTEL shares as at 28 December 2012, as follows
Shareholder
Number of Shares
%
1.
Mr. Suthichai Chirathivat
50,448,773
3.74
2.
3.
4.
5.
6.
7.
Mr. Prin Chirathivat
Mr. Sudhisak Chirathivat
Mr. Sudhitham Chirathivat
Mr. Suthichart Chirathivat
Mrs. Supatra Chirathivat
38,074,854
37,123,646
22,055,095
13,977,754
11,572,054
10,326,576
2.82
2.75
1.63
1.04
0.86
0.76
8.
Mr. Thirayuth Chirathivat
9.
Mr. Ronnachit Mahattanapreut
5,875,506
0.44
158,831
0.01
Dividend payment policy
'LYLGHQGSD\PHQWSROLF\RIWKH&RPSDQ\DQGLWVVXEVLGLDULHVDUHQRWOHVVWKDQRIQHWSUR¿WXQOHVVWKH
company has the business expansion.
152
ANNUAL REPORT 2012
CONTENTS
REMUNERATION OF THE DIRECTORS AND MANAGEMENT
&HQWUDO 3OD]D +RWHO 3XEOLF &RPSDQ\ /LPLWHG VSHFL¿HV SROLF\ IRU IDLU DQG UHDVRQDEOH UHPXQHUDWLRQ RI
directors, which has been considered by The Nomination and Compensation Committee. The Committee takes into
consideration of role and responsibilities, the Company’s performance and be comparable to the same or related
type of business which is compatible with the Company. The budget for the year 2012 was not exceeding amount
of Baht 7,000,000, was approved by the Annual General Meeting of Shareholders, as follows:
Monetary Remuneration
Type of Remuneration
Amount (Baht)
1. 4XDUWHUO\5HWDLQHU%DKW4XDUWHU
Chairman
55,000
Director
42,000
2. Meeting Fee for Board of Directors (Baht/Meeting)
Chairman
27,500
Director
23,500
3. Meeting Fee for Audit Committee (Baht/Meeting)
Chairman of Audit Committee
27,500
25,000
4. Meeting Fee for Nomination and Compensation Committee (Baht/Meeting)
Chairman of Nomination and Compensation Committee
25,000
20,000
Total remuneration of directors in form of director fees and meeting fees paid by Central Plaza Hotel Public
Company Limited was amount of Baht 3,976,500. The details of the meeting attendance and remuneration in 2012
as follows:
Meeting Attendance (Meeting)
Director
Position
Board of
Director
Audit
Committee
Nomination
And Compensation
Committee
Total
(Baht)
1. Mr. Suthikiati Chirathivat
5/5
350,000
2. Mr. Suthichai Chirathivat
Vice Chairman
5/5
277,500
3. Mr. Bhisit Kuslasayanon
5/5
516,000
Audit Committee Chairman
6/6
Nomination and Compensation
Committee Member
4. Mr. Chanvitaya Suvarnapunya
4/4
5/5
518,500
Committee Chairman
4/4
5. Mr. Vichate Tantiwanich
1
6/6
2/2
6. Mr. Vichien Tejapaibul 2
105,000
1/2
5/5
453,500
4/4
Committee Member
7. Mr. Kanchit Bunajinda 2
4/4
5/5
377,500
4/4
Remark
1.) Mr. Vichate Tantiwanich resigned from Independent Director and Audit Committee Chairman on April 30, 2012 2.) Mr. Vichien Tejapaibul and
Mr. Kanchit Bunajinda were appointed as Independent Director and Audit Committee Member on May 14, 2012. 3.) Mr. Thirayuth Chirathivat
ZDVDSSRLQWHGDV&KLHI([HFXWLYH2I¿FHURQ$SULOE\UHSODFHPHQWRI0U*HUG.XUW6WHHE
153
CONTENTS
Meeting Attendance (Meeting)
Director
8. Mr. Sudhitham Chirathivat
Position
Director
Board of
Director
Audit
Committee
5/5
Committee Member
9. Mr. Prin Chirathivat
Director
Nomination
And Compensation
Committee
Total
(Baht)
353,500
4/4
4/5
Committee Member
330,000
4/4
10. Mr. Suthichart Chirathivat
Director
4/5
254,000
11. Mr. Sudhisak Chirathivat
Director
5/5
277,500
12. Mr. Thirayuth Chirathivat 3
3/3
126,000
13. Mr.Gerd Kurt Steeb 3
2/2
37,500
3,976,500
Remark
1.) Mr. Vichate Tantiwanich resigned from Independent Director and Audit Committee Chairman on April 30, 2012 2.) Mr. Vichien Tejapaibul and
Mr. Kanchit Bunajinda were appointed as Independent Director and Audit Committee Member on May 14, 2012. 3.) Mr. Thirayuth Chirathivat
ZDVDSSRLQWHGDV&KLHI([HFXWLYH2I¿FHURQ$SULOE\UHSODFHPHQWRI0U*HUG.XUW6WHHE
Management Remuneration: The remunerations amount of Baht 33,364,043 was paid to 5 managements in term
RIVDODULHVERQXVDQGRWKHUEHQH¿WV
Other Remunerations
(a) Meal allowance
The company provides meal allowance’s restaurant to Board of Director the amount of Baht 40,000. In 2012,
The Board of Director consumed at the actual amount of Baht 395,160.
(b) Provident Fund
The Company automatically provides “Provident Fund” to all Thai employees who completed 6 months period
of working. By this mean, the Company will deduct from the employee’s payroll and the company contributes to
the Fund at the same amount.
AUDITOR’S FEE
1. Audit fee
$XGLWIHHRIWKH&RPSDQ\DQGLWVVXEVLGLDULHVLQWKLV\HDUKDGEHHQSDLGIRUDXGLW¿UPWKDWWKHDXGLWRUZRUN
IRUSHUVRQRUFRPSDQLHVZKRUHODWHGWRWKHDXGLWRUDQGDXGLW¿UPDPRXQWHGWR%DKW
2. Non-Audit fee
In 2012, The Company’s subsidiary had paid professional fees in respect of tax services to the auditor
amounted to Baht 750,000.
154
ANNUAL REPORT 2012
CONTENTS
GOOD CORPORATE GOVERNANCE
The Board of Directors of Central Plaza Hotel Public Company Limited realized the importance of good
corporate governance, leading to proper practices across the organization to support the Company’s competitive
SRWHQWLDO LQ ERWK VKRUW DQG ORQJ WHUPV 0RUHRYHU JRRG FRUSRUDWH JRYHUQDQFH ZRXOG EROVWHU WKH FRQ¿GHQFH RI
LQYHVWRUV¿QDQFLDOLQVWLWXWLRQEXVLQHVVDOOLDQFHDQGDOOVWDNHKROGHUVOHDGLQJWRYDOXHDSSUHFLDWLRQIRUVKDUHKROGHUV
DQGEDODQFHGPXWXDOEHQH¿WVDPRQJDOOUHOHYDQWSDUWLHV7KH%RDUGKDVDSSURYHGWKHJRRGFRUSRUDWHJRYHUQDQFH
guidelines for all the Company’s business operations and for its directors, management and employees. The Board
constantly updates the principles and operational guidelines.
Central Plaza Hotel Public Company Limited announces the policy by posted on the Company’s website
http://www.centarahotelsresorts.com as well as communicates good practices through internal media including of
announcement boards. The Company’s sections of good corporate governance areas following
Section 1:
Section 2:
Section 3:
Section 4:
Section 5:
Rights of Shareholders
Equitable Treatment of Shareholders
Roles of Stakeholders
Disclosure and Transparency
Board Responsibilities
1.Rights of Shareholders
The Company acknowledges the importance of the rights of Shareholders, and have incorporated such
considerations as part of our policies on Good Corporate Governance, whereby various initiatives have been set up
LQRUGHUWRFUHDWHFRQ¿GHQFHLQWKHPLQGVRIRXU6KDUHKROGHUVWKDWWKHLUEDVLFULJKWVZLOOEHSURWHFWHGLQVXFKDUHDV
DVGLVWULEXWLRQDQGUHFHLSWRIVXI¿FLHQWDQGUHOHYDQWWKH&RPSDQ\¶VLQIRUPDWLRQSDUWLFLSDWLRQLQWKH6KDUHKROGHUV
Meetings and the opportunity to exercise their rights to vote on important issues concerning the Company’s operations,
namely:
The company provides shareholders with basic rights and fair treatment in protecting their rights to hold
shares, which include the right to buy, sell, and transfer shares; the right to receive clear and accurate
LQIRUPDWLRQWKHULJKWWRDWWHQGVKDUHKROGHUV¶PHHWLQJVDQGYRWHIRUWKHDSSURYDORIVLJQL¿FDQWWUDQVDFWLRQV
WKHULJKWWRHOHFWWKHGLUHFWRUE\DQLQGLYLGXDOWKHULJKWWR¿[WKHUHPXQHUDWLRQIRUWKH%RDUGRI'LUHFWRUV
the right to appoint external auditors and decide their fees; the right to receive the dividend.

The Company authorised the Thailand Securities Depository Co., Ltd. who acts as the Shares Registrar
for the Company to distribute all notices of invitations to Shareholders to attend the Shareholders Meeting
at least 9 days prior to the date of the Shareholders meeting.
The notice of invitation to attend the Shareholders Meeting and associated documents that are sent
out in advance to all Shareholders include details for the conduct of Meeting, the Agenda Items due for
consideration as well as an relevant supporting documents and data, the opinions of the Board on each
respective Agenda Item to be considered, and a map showing the location and venue of the Shareholders
Meeting.
The notice of invitation to attend the Shareholders Meeting is also posted on the Company website (http://
www.centarahotelsresorts.com) 30 days prior to the date of the Shareholders meeting; and the Minutes
of the Shareholders Meeting, which was held in 2012 is also posted on the website 14 days after the
Meeting takes place.
The Company also allows those Shareholders who arrive late after the start of the Meeting to be able to
make their opinions known and to cast their votes on any Agenda Items that have yet to be considered
and voted on.
At the Shareholder’s Meeting, Company Directors attending as well as all the Chairman of the various Board
&RPPLWWHHVZKRZHUHDYDLODEOHWRUHVSRQGWRDQ\TXHVWLRQVIURPWKHÀRRU±DVWKH$*0&KDLUPDQDOORZHG
all shareholders attending the Meeting equally the opportunity to check on the operations of the Company,
to ask questions, to make comments. At the beginning of the AGM, the Chairman also explained to all the
155
CONTENTS
Shareholders the procedure to be used in casting and counting their votes, which enable the counting of
votes in an effective and transparent manner. Further, comprehensive minutes of the discussions were
also taken at these meetings and they were open to monitoring by the Shareholders.
2. Equitable Treatment of Shareholders
The Company attached great importance to giving fair and equal treatment to all Shareholders alike, namely:
1. The Company allows Shareholders to propose any Agenda Items for consideration, prior to the Meeting
being held – which fact is clearly announced, in advance of the Meeting, via the various communications
channels of the SET; whereby the Company also announces clearly (on its website) in advance of the
meeting the process as well as criteria used in selecting any proposed item to be included in the Meetings’
RI¿FLDO$JHQGD
2. The Company allows Shareholders the opportunity to nominate for consideration any person(s) as a Director
RIWKH&RPSDQ\ZKHUHE\WKHQRPLQHHVPXVWKDYHDOOWKHTXDOL¿FDWLRQVWKDWFRQWDLQHGLQWKHµ6XPPDU\
3.
4.
5.
6.
RI4XDOL¿FDWLRQVRID&RPSDQ\'LUHFWRU¶GRFXPHQWVRWKDWWKH&RPSDQ\PD\WKHQSURFHHGWRFRQVLGHU
such nominee(s) in accordance with the selections procedures that are undertaken by the Selections
Committee. As such, the Company has also made announcements throughout the various communications
channels of the SET as well as posted on the Company website, prior to the Annual General Shareholders
Meeting, the announcement for accepting nominations and the various relevant criteria to be used as
well as the procedures to be observed. During the AGM the selection of any nominees for Directors are
subject to a voting process.
At the Shareholders Meeting, consideration of all the Agenda Items is made in sequence according the
notice of the Meeting that are sent out in advance; and it is a policy that no extra Agenda Items can be
added for consideration without any prior notice being made or without any relevant information being
given out in advance to all Shareholders (so that they may have an opportunity to study and learn any
details about the proposed Agenda Item before being asked to make up their minds).
The Company advises all Shareholders the names of all independent Directors on the Power of Attorney
forms, whereby the format of which enables Shareholders who cannot attend in person to (a) actually
SUHGHWHUPLQHWKHZD\KHVKHZLVKHVWRFDVWDYRWHIRUDQ\VSHFL¿F$JHQGD,WHPLIKHVKHVRZLVKHVDQG
(b) to select whichever independent Director to be given his/her power of attorney.
The Company promotes the use of ballot cards (which are colour coded in accordance with the importance
of the Agenda Items being considered) by Shareholders in casting their votes. These ballots are counted
in the Shareholders meetings and are then added to those votes already casted in advance via the use
RIWKHSRZHURIDWWRUQH\IRUPVEHIRUHWKH¿QDOFRXQWLVDQQRXQFHGIRUHDFK$JHQGD,WHPVDWWKH0HHWLQJ
The Company makes a complete and thorough record of all the discussions and proceedings for each
6KDUHKROGHUV0HHWLQJLQWKHRI¿FLDOPLQXWHVRIWKH0HHWLQJZKLFKDUHWKHQGLVWULEXWHGWRDOO6KDUHKROGHUV
within 14 days after the Meeting date – subsequent to these minutes having been distributed to the
SET and the SEC. Furher, these minutes are also posted n the Company’s website. The Company also
requires that all Directors and Senior Management member declare his/her shareholdings at the start of
his/her tenure as well as to make additional declarations to the SEC 3 days after the fact whenever he/
she subsequently buy or sells any shares. Also the Directors and Senior Management members who are
SULY\WRVHQVLWLYHDQGFRQ¿GHQWLDOLQIRUPDWLRQDERXWWKH&RPSDQ\DUHSURKLELWHGIRUPEX\LQJDQGRUVHOOLQJ
any shares of the Company within a a period of 1 month before and after the announcement disclosure
RI¿QDQFLDOVWDWHPHQW
3. Roles of Stakeholders
The Company has issued a Code of Conduct and Ethics Guideline for all Board Members, Management
Staff and General Employees to observe and comply, so that they may undertake and discharge their respective
roles and responsibilities as well as act towards the Company and other outside stakeholders in an honest and
straight forward manner.
The Company gives great importance to all stakeholders and constituents of the Company alike:
156
ANNUAL REPORT 2012
CONTENTS

Employees - treating all in a just and equitable manner and offering them appropriate remuneration and
compensation that is competitive with others in the same business

Creditors – complying strictly to all agreed terms and conditions of payments
Customers – showing all due care and responsibility towards our clients, offering levels of customer service
WKDWDUHLQDFFRUGDQFHZLWKWKHHVWDEOLVKHGVWDQGDUGVRUVHUYLFHOHYHOVUHVSHFWLQJDOOFOLHQWFRQ¿GHQWLDOLW\
DQGPDNLQJDYDLODEOHDVSHFLDOJURXSRISHRSOHZKRDUHVSHFL¿FDOO\UHVSRQVLEOHIRUOLVWHQLQJWRDOOFXVWRPHU
complaints or demands so that all customer – related issues are resolved as fast as possible

Competitors – observing and maintaining all accepted standards of good behaviour towards our competitors
and avoiding the use price cutting strategies or other dishonest means of directly destrying the competition

Community – always promoting and contributing towards various community programmes (such as
cooperating with UNICEF in its Youth Career Development Programme, keeping cleaning all the areas
open to the general public near to or surrounding each hotel location or employees participating in blood
donations campaigns)
Anti – Corruption Practices
The Company stated its position with regard to the Anti – Corruption practices by participation in the
“Establishing Thailand’s Private Sector Collective Action Coalition Against Corruption” (Corrective Anti – Corruption:
CAC). Moreover, the Company encouraged staffs to take part in every seminar which related to Anti – Corruption
practices for improving their knowledge.
4. Disclosure and Transparency
Clear disclosure and communications of information is a critical part of good corporate governance.
Therefore, the Company gives great importance to the disclosure of all relevant information to the SET as well as
DOO6KDUHKROGHUV±HVSHFLDOO\LQUHJDUGWRWKHGLVFORVXUHRIDFFXUDWHDQGVXI¿FLHQWLQIRUPDWLRQLQWLPHO\PDQQHUDV
well as to disclosing such information to all groups in an equal manner, whereby such disclosures are within the
HVWDEOLVKHGDQGDFFHSWHGEXVLQHVVHWKLFVIUDPHZRUN7KHUHLVDVSHFL¿FJURXSRISHRSOHUHVSRQVLEOHIRU,QYHVWRUV
Relations and for Corporate Communications activities, charged with the dissemination of relevant information and/
or responding to any queries.
.H\ FRPPXQLFDWLRQV WRROV IRU WKH &RPSDQ\ LQFOXGH )LQDQFLDO 6WDWHPHQWV DV ZHOO DV QRQ¿QDQFLDO
DQQRXQFHPHQWVRUVWDWHPHQWV'XULQJDOO¿QDQFLDOGLVFORVXUHV±HVSHFLDOO\¿QDQFLDOVWDWHPHQWVKDYHEHHQ
DXGLWHGE\WKHRI¿FLDOH[WHUQDODXGLWRURIWKH&RPSDQ\DVKDYLQJFRPSOLHGWRWKHDFFHSWHGVWDQGDUGVRIDFFRXQWLQJ
practices as well as have been reviewed and approved by both the Audit Committee and the Board of Directors before
WKH\DUHGLVFORVHGWRWKH6KDUHKROGHUVDQGWKHJHQHUDOSXEOLF$VIRUWKHQQRQ¿QDQFLDOLQIRUPDWLRQGLVFORVXUHVIRU
example they include disclosures on the details of any connected transactions between related parties, Management
Analysis of the Operations as well as the Corporate Management and the 56-1 Report.
Once the respective information have been disclosed to Shareholders, investors, and/or the general public
these are posted on the Company’s website – for example; the Annual 56-1 Report, notice of invitations to and
0LQXWHVRIDOO6KDUHKROGHUVPHHWLQJVDQGWKH4XDUWHUO\$QDO\VWVSUHVHQWDWLRQRQWKH&RPSDQ\¶VRSHUDWLQJUHVXOWV
In the both the Annual Reports and the 56-1 report, the Company also discloses the general and/or any
VSHFL¿FUROHVDQGUHVSRQVLELOLWLHVRIHDFKPHPEHURIWKH%RDUGRI'LUHFWRUVDQGWKHYDULRXV%RDUG&RPPLWWHHVDV
well the number of times each Board Member attends Board or Shareholders Meetings, together with respective
remunerations details of each Board Member and Senior Management Member.
The Company has always acknowledge the critical importance of comprehensive and accurate disclosure
of information in a transparent and timely manner are important criteria for good corporate governance practices as
well a sound business ethics, and has deployed all measures to undertake such responsibilities as best as it can.
INVESTORS RELATIONS (IR) Group
7KH&RPSDQ\LVZHOODZDUHWKDW¿QDQFLDOVDVZHOODVQRQ¿QDQFLDOLQIRUPDWLRQRIWKH&RPSDQ\KDYHDQLPSDFW
on any decisions by both the investors and any stakeholders of the Company. Therefore, it has charged Management
with the responsibility of constantly ensuring the disclosure of any relevant information in as a complete, creditable and
157
CONTENTS
timely manner as possible, whereby Management has always sought to discharge its responsibilities in this respect
and to comply to these criteria at all times. As for the maintaining good relations with our investors, the Company has
VHWXSDVSHFL¿FJURXSRISHRSOHUHVSRQVLEOHIRULQYHVWRUUHODWLRQVDQGFRPPXQLFDWLRQVDFWLYLWLHVFKDUJLQJWKH6HQLRU
Vice President for Finance and Administration and his team with the responsibility of maintaining communications
ZLWKLQVWLWXWLRQDOLQYHVWRUVLQGLYLGXDOVKDUHKROGHUV¿QDQFLDODQDO\VWVDQGDQ\UHOHYDQW*RYHUQPHQW2UJDQLVDWLRQV
Interested Investors or parties can contact the Company at 66 (0) 2769 1234 Ext 6640 or [email protected] for
any investor related information or communications.
As for the IR activities senior management in cooperation with the IR Group had made various announcements
or disclosures during 2012 consisted of the following: - including personal interviews, tele-conference calls, or
TXDUWHUO\SUHVHQWDWLRQVWR¿QDQFLDODQDO\VWV
1. Joining SET in the organization of the quarterly “Opportunity day” to meet retail investors and presented
a quarterly report on operating results.
2. Holding 79 companies visit following appointments from investors to meet executives and investor relations
to acquire Company information.
3. 3UHYLHZPHHWLQJVDQGSUHVHQWDWLRQVWR¿QDQFLDODQDO\VWVWLPHV
4. Personal interviews via the telephone including tele-conference 491 calls
5. Conducting 15 road shows
5. Board Responsibilities
The Company’s board of directors and its members
The Company’s Board of Directors consists of 11 persons, namely
2 Executive Directors
5 Non- Executive Directors
4 Independent Directors
ZKRVHIXOOSHUVRQDODQGEXVLQHVVTXDOL¿FDWLRQVDUHJLYHQRQSDJHDVWKHDWWDFKHGGRFXPHQWV
The Board Committees
The Company has set up these various Committees and Sub Committees of the Board, each charged with
assisting the Company’s Board of Directors in their respective areas of responsibility
1. Audit Committee – consisting of 4 Independent Directors; and due to Khun Kanchit Bunajinda ’s knowledge
and expertise in overseeing Financial and Accounting matters, he was appointed as a member of the
Audit Committee.
2. Nomination and Compensation Committee – consisting of 5 Directors, responsible for establishing
the policies and criteria used in selection of as well as setting of the appropriate compensation for the
members of the Board of Directors, the Board Committees/Sub Committees and the Senior Management
or Executives of the Company – that are to be proposed to and/or approved by the Board of Directors or
the Shareholders Meetings.
6HSDUDWLRQRIWKH&KDLUPDQRI7KH%RDUGRI'LUHFWRUVDQG&KLHI([HFXWLYH2I¿FHU&(23RVLWLRQV
The Company has established a policy of selecting BOTH the Chairman of the Board and the Chief Executive
2I¿FHU&(2IURPDPRQJLWVVHOHFWHGPHPEHUVRIWKH%RDUGRI'LUHFWRUVDQGWKH\VKRXOGEHWZRVHSDUDWHSHUVRQV
holding these key positions, responsible for setting policy directions and monitoring the Company’s performance.
He should be a separate person from that responsible for the management of the Company, acting as the leader of
the Board of Directors as well as being responsible for overseeing management and determining Agenda Items to
be included in the Meetings of the Board, for overseeing the Board’s activities, and for acting as Chairman of Board
Meetings and/or Shareholders meetings and ensuring that all Directors play an active role in these Meetings.
Company Secretary
The Company has assigned the company secretary to be in charge of the following responsibilities:
158
ANNUAL REPORT 2012
CONTENTS
1. 3UHSDUHDQG¿OH%RDUGDQG6KDUHKROGHUGRFXPHQWVZKLFKDUHWKHGLUHFWRUV¶VKDUHUHJLVWUDWLRQUHFRUGV
notices of Board and Shareholders, minutes of Board and Shareholders, and the Company’s annual repot
DQGTXDUWHUO\¿QDQFLDOUHSRUWV
2. )LOHUHSRUWVUHODWLYHWRWKHFRQÀLFWRILQWHUHVWRIGLUHFWRUVDQGPDQDJHPHQW
3. Advise the rules and regulations relative to the director’s functions and responsibilities.
4. Administer other activities as directed.
As at 31 December 2012, Dr. Ronnachit Mahattanapreut acted as Company Secretary, his biography detail as follow
Name – Surname
Position
Dr. Ronnachit Mahattanapreut
Senior Vice President - Finance & Administration and Company Secretary
Age
56 years
Education
- Ph.D. Business Administration, Suan Dusit Rajaphat University
- Master of Business Administration, Thammasat University
- Bachelor of Accountancy, Thammasat University
&RPSOHWHG3URJUDPIURP7KDL &HUWL¿HGIURP7KDL,QVWLWXWH2I'LUHFWRUV
Institute of Directors (IOD)
Experience
Director of Finance and Strategy Planning, Prasit Pattana Plc.
Specialized Committee Member of Suan Dusit Rajaphat University
7KH%RDUGOD\VGRZQPHDVXUHVWRFDUHIXOO\PRQLWRUFRQÀLFWVRILQWHUHVW7KHFRPSDQ\KDVLQSODFHSURFHGXUHV
IRUJUDQWLQJDSSURYDOZKLFKPXVWEHVWULFWO\IROORZHG7KH$XGLW&RPPLWWHHUHYLHZVDQGUHPDUNVRQVLJQL¿FDQW
connected transactions beyond the authority of the management. The Board gives thorough consideration on such
transactions, taking into account the best interests of the company. In this respect, directors with invested interests
in these transactions must abstain from the meeting and voting on those particular agenda items.
The Board requires the disclosure of information on the involvement of directors, executives and other
stakeholders on every December 31.The Company secretary submits all information to the Board.
159
CONTENTS
CON N E C TED T RANSACT IONS
As of December 31, 2012 the Company and its Subsidiaries undertook various “connected” transactions with
UHODWHGFRPSDQLHVDQGRURWKHUSDUWLHVZKRPD\KDYHSRWHQWLDOFRQÀLFWRILQWHUHVWVZKHUHE\WKHVHDUHFRQVLGHUHG
normal commercial transactions and have been approved as “connected transactions” within the normal operational
authorization procedures of the Company. Details are as shown on the attached document.
PROCEDURES AND PROCESS IN APPROVING CONNECTED TRANSACTIONS
As a listed company on the Stock Exchange of Thailand (SET) since 1990 (BE 2533), we have always been
appreciative and aware of the need for full and transparent disclosure of any information as well as activities
regarding any connected transactions. Therefore, at the 84th meeting of the Audit Committee (1/2013) on February
11, 2013 the Audit Committee was informed of all the connected transactions that took place during 2012, where
by the Committee reviewed the necessity as well as reasonableness of these transactions and was of the opinion
that all such transactions were reasonable and appropriate in every respect.
As for any connected transactions that may take place in the future, the Company has instructed that the Audit
Committee undertake a review and approve all such transactions, which must be undertaken only as necessary and
with all reasonableness, whereby any payments received from or related parties must be accordance with standard
market practices as well as must be equitable to all parties concerned and fully transparent.
POLICIES AND GUIDELINES FOR UNDERTAKING CONNECTED TRANSACTIONS
7KH&RPSDQ\KDVDSROLF\WRXQGHUWDNHFRPPHUFLDOWUDQVDFWLRQVZLWKUHODWHGSDUWLHVZKRPD\EHDSRWHQWLDOFRQÀLFW
of interest that are only part of the normal business activities of the Company, whereby it is required that all such
transactions be undertaken within normal accepted business practices and at commercial terms that are no different
than those transactions undertaken with outside third parties.
$WWKH%RDUG0HHWLQJ1RRQ1RYHPEHUWKH&RPSDQ\HVWDEOLVKHGVSHFL¿FSROLFLHVDQGSURFHGXUHV
for the approval of such connected transactions, whereby the must follow the normal approval process as used for
any other business transactions – except that those Directors or Executives who themselves (or who are related
to those who) are involved in the transaction being considered for approval must not approve such transactions.
Further, in the event that such the transaction comes up for consideration, full disclosure of their involvement must
be made to the Board for review; and such Directors or Executives will have no right to exercise their approval
accordingly. The Board must also comply with all the legal requirements of the Securities Laws and the SET as well
as with the regulations, announcements and instructions or procedures of SET.
7KXVLQXQGHUWDNLQJDFRQQHFWHGWUDQVDFWLRQE\WKH&RPSDQ\ZLWKDSDUW\ZKRPD\KDYHDSRWHQWLDOFRQÀLFWRI
LQWHUHVWRUZKRPD\KDYHVRPHRWKHUYHVWHGRUSRVVLEOHFRQÀLFWRILQWHUHVWLQWKHIXWXUHWKHQWKH&RPSDQ\UHTXLUHV
that the Audit Committee must give its opinion as to the necessity and appropriateness of such transaction. Should
WKH$XGLW&RPPLWWHHQRWKDYHWKHVSHFL¿FH[SHUWLVHLQUHYLHZLQJDQ\VXFKSRVVLEOHFRQQHFWWUDQVDFWLRQWKHQWKH
Audit Committee must get an independent expert or the external auditor of the Company to give their opinion that
transaction, which will then be used as part of the decision process (of the Audit Committee or the Shareholders)
in approving that connected transaction accordingly.
Further, in disclosing a connected transaction the Company must comply with all the legal requirements of the
Securities Laws and the SET as well as with the regulations, announcements and instructions or procedures of the
SET together with the required general accounting practices with regards to the disclosure of details concerning
any related parties or businesses.
160
ANNUAL REPORT 2012
CONTENTS
For the Year
Related Companies
Transaction Details
Facts and Reasons
2012
(Baht - Million)
1. Thai Business Fund 4
Relationship:
A Subsidiary Company, Central World Hotel Co., Ltd.
1. Common Majority Shareholders : Chirathivat Group
(CGCW), subleased land and buildings relating to the hotels facilities
with the opinion that the proposed transaction
2. Thai Business Fund 4 has Central Pattana plc.
from Thai Business Fund 4 in order to operate its hotel and associated
was reasonable and for the best benefit of
15.75
At the AGM 1/2004 considered the matter,
& Subsidiary Companies owning 50% of the total investment business activities, with CGCW paying the leasehold rights fees in
the Company; whereby the proposed charges are
Units (or 100% of the Investment Units Type C (owner type); advance as well as annual rental fees payable to the Thai Business
in line with market rates as well as normal terms
whereby the Chirathivat Group is the majority shareholders
and conditions.
Fund throughout the term of the lease.
in Central Pattana plc.
A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG)
15.42
rents retail space within the Central World from the Central World
Co. Ltd. for use in its restaurants and retail food services businesses
with rental fees paid in advance and the monthly services fees
(calculated on a sq.m basis) payable. The rental fees, payable in
advance to the Thai Business Fund 4 are based on rental rates that
are clearly defined.
2. Central Department Store Co., Ltd.
Relationship:
A Subsidiary Company, Central Sukhontha Hotel Co.,Ltd. (CSH), has
executed a space rental and services agreement with the Central
2. Common Directors
36.30
The Audit Committee reviewed the matter and
is of the opinion that : both the proposed rental and
Department Store Co., Ltd. (Hat Yai branch) with a 30 year term;
service fees are in line with market rates, with clearly
whereby the Central Department Store Co., Ltd. (Hat Yai branch)
defined rental fees and agreement terms; and that
rents part of the CSH facilities and buildings to operate a shopping
the proposed transaction is reasonable.
complex with CSH receiving both rental and service fees in advance.
Central Plaza Hotel plc. and subsidiary companies purchases goods
0.47
The opinion that the seller is selling quality goods
from the Central Department Store Co., Ltd. in providing services to
with the agreed prices being in line with market rates
its hotel guests.
and that the proposed transaction is reasonable.
19.85
rents space from the Central Department Store Co., Ltd. to sell food
and drinks.
The Central Plaza Hotel plc. provides F & B services to the Central
0.16
Department Store Co., Ltd.
the proposed transactions are reasonable with
maximum benefits for the Company.
3. Tiang Chirathivat Co., Ltd.
Relationship:
rents retail space in the Central Silom Building from Tiang Chirathivat
2. Common Directors
Co., Ltd. for use as its Head Office.
19.31
maximum benefits for the Company
The Central Plaza Hotel plc. provides F & B services to Tiang
1.28
Chirathivat Co., Ltd.
is of the opinion that the proposed services charges
are the same as for normal clients; and that
the proposed transactions are reasonable.
4. Central Pattana Plc.
Relationship:
A Subsidiary Company, Central World Hotel Co., Ltd. rents space and
parking facilities in the Office Building, from Central Pattana plc.,
2. Common Directors
for use by its clients in holding various meetings and promtional
exhibitions events.
73.67
A Subsidiary Company, Central Restaurants Group Co., Ltd. (CRG),
220.04
maximum benefits for the Company
rents space in the Central World commercial complex to sell food
and drinks.
The Central Plaza Hotel plc. sells hotel rooms and provides F & B
services to Central Pattana plc.
2.31
161
CONTENTS
For the Year
Related Companies
Transaction Details
Facts and Reasons
2012
(Baht - Million)
p p
5.Central Online Co., Ltd.
Relationship:
These Group Companies purchase IT/computer products and
accessories from Central Online Co., Ltd.
is of the opinion that the seller is selling quality goods,
2. Common Directors
- Central Plaza Hotel plc.
2.99
with the agreed prices being in line with market rates,
- Central Restaurants Group Co., Ltd. (CRG)
11.44
and that the purchase is in accordance with the
normal procurement regulations and procedures; and
that the proposed transaction is reasonable with
6. Central Trading Co., Ltd.
Relationship:
Central Plaza Hotel plc. and Subsidiary Companies purchase
electronic equipment/machines (ie: cash registers, calcuators and
2. Common Directors
1.72
related accessories) for use in its business operations from Central
Trading Co., Ltd.
normal procurement regulations and procedures.
12.45
rents retail space space from Central Trading Co., Ltd. to sell food
and drinks.
normal procurement regulations and procedures; and
that the proposed transaction is reasonable with
The Central Plaza Hotel plc. provides F & B services to
1.95
Central Trading Co., Ltd.
7. Power Buy Co.,Ltd.
Relationship:
Central Plaza Hotel plc. and Subsidiary Companies purchase
electrical products (eg: audio systems speakers, digital cameras,
2. Common Directors
DVD players) from Power Buy Co.,Ltd.
1.67
the normal procurement regulations and procedures;
and that the proposed transaction is reasonable with
8. Harng Central Department Store Co., Ltd.
Relationship:
These Group Companies purchase electronic equipment, office
equipment, as well as legal and business information consulting
Harng Central Department
services, and rent retail space from HARNG
with the agreed prices as well as services and rental
2. Common Directors
charge begin in line with marketing rates, and that the
Store Co., Ltd.
12.47
- Central Restaurants Group Co., Ltd.
6.12
purchase is in accordance with normal procurement
charges being in line with market rates, and that
regulations and procedures, and that the proposed
the purchase is in accordance with normal
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procurement regulations and procedures, and that
the proposed
Company.transaction is reasonable with
the
9. Office Club (Thailand) Co., Ltd.
Relationship:
These Group Companies purchase office equipment and stationery
from Office Club (Thailand) Co., Ltd.
2. Common Directors
1.34
3.90
and that the purchase is in accordance with normal
procurement regualtions and procedures, and that
the proposed transaction is reasonable with maximum
benefits for the Company.
10. Post Publishing Plc.
Relationship:
These Group Companies purchase newspaper and print advertising
space from Post Publishing Plc. for use by its hotel guests and food
is of the opinion that the agreed process are in line
2. Common Directors
services clients
with market rates, and that the purchase is in
9.86
accordance with the normal procurement regulations
8.74
and procedures; and that the proposed transaction is
reasonable with maximum benefits for the Company.
The Central Plaza Hotel plc. sells hotel rooms and provides F & B
services to the Post Publishing Plc.
162
ANNUAL REPORT 2012
0.04
is of the opinion that the proposed services
CONTENTS
For the Year
Related Companies
Transaction Details
Facts and Reasons
2012
(Baht - Million)
charges are the same as for normal clients; and that
11. Central Food Retail Co., Ltd.
Relationship:
Central Plaza Hotel plc. and Subsidiary Companies purchase goods
from Central Food Retail Co., Ltd. for use by its hotel guests and
2. Common Directors
customers.
5.31
normal procurement regulations and procedures.
2.72
Both the rental and services charges are in line with
rents retail space in TOPS Supermarket from Central Food Retail
market rates as well as appropriate to the location
Co., Ltd. to sell food and drinks.
and proposed services, and that transaction is
reasonble.
Central Plaza Hotel plc. and Subsidiary Companies sells hotel rooms
0.24
and rents meeting facilities as well as provides F & B services to
Central Food Retail Co., Ltd.
are the same as for normal clients; and that the
proposed transactions are reasonable.
12. Central Realty Service Co., Ltd.
Relationship:
Central Plaza Hotel plc. uses public utilities services
provided by Central Realty Service Co., Ltd.
0.14
is of the opinion that both the ageed rental and
2. Common Directors
services charges are in line with market rates as well
Central Restaurants Group Co., Ltd. (CRG), rents commercial space
1.46
from CENTRAL
REALTY
SERVICE
LTD.
toand
sell drinks.
food and drinks.
Central Reality
Service
Co.,Ltd CO.
to sell
food
as appropriate for the location and the proposed
services,and that the proposed transactions are
reasonable.
13. Central World Co., Ltd.
Relationship:
rents retail space in Central World Complex from Central World Co.,
2. Common Directors
Ltd.to sell food and drinks, with rental fees paid in advance and also
charges are in line with market rates as well as
monthly service fees (calculated on per sq.m basis) payable.
appropriate for the location and the proposed services,
15.53
is of the opinion that both the rental and services
with the rental agreement terms and charges clearly
defined, and that the proposed transaction is
The Central Plaza Hotel plc.. provides F & B services
0.02
to Central World Co., Ltd.
14. Bangna Central Property Co., Ltd.
Relationship:
rents retail space in Central Bangna Complex from Bangna Central
2. Common Directors
Property Co., Ltd. to sell food and drinks.
17.55
15. Robinson Department Store Plc.
Relationship:
rents retail space in the Robinson shopping complex from
2. Common Directors
Robinson Department Store Plc. to sell food and drinks
41.95
16. Central Garment Factory Co., Ltd.
Relationship:
rents warehouse space from Central Garment Factory Co., Ltd. for
2. Common Directors
storage use.
0.29
163
CONTENTS
For the Year
Related Companies
Transaction Details
2012
Facts and Reasons
(Baht - Million)
17. Central Retail Corporation Co., Ltd.
Relationship:
Central Retail Corporation Co., Ltd. provides business planning
consulting and warehousing services to a Subsidiary Company,
is of the opinion that the services provider is both
2. Common Directors
Central Restaurants Group Co., Ltd. (CRG).
capable and well-experienced in warehousing
13.10
management, the services fees charged are in line with
market rates, and that the purchase is in accordance
with normal procurement regulations and procedures;
and that the proposed transaction is reasonable with
maximum benefits for Company.
18. CRC Power Retail Co., Ltd.
Relationship:
These Group Companies purchase equipments and various
components parts (eg: aluminum ladders, carts and trolleys, and
2. Common Directors
hand dryers) for use in its F&B/food services outlets from
CRC Power Retail Co., Ltd.
0.49
procurement regulations and procedures; and that the
2.71
proposed transaction is reasonable with maximum
benefits for the Company.
19. Big C Supercenter plc.
Relationship:
rents retail space in BIG C shopping centers from Big C Supercenter
2. Common Directors
plc.to sell food and drinks
358.89
defined; and that the proposed transaction is
The Central Plaza Hotel plc. and Subsidiary Companies provide
0.02
F & B services to Big C Supercenter plc.
20. TT & T plc.
Relationship:
The Central Plaza Hotel plc. uses telecommunications and related
services provided by TT&T Plc.
0.26
2. Common Directors
21. B2S Co., Ltd.
Relationship:
The Central Plaza Hotel plc. purchaes writing and stationery products
from B2S Co., Ltd.
0.03
2. Common Directors
proposed transaction is reasonable.
22. Central Retail Corporation Co., Ltd.
Relationship:
The Central Plaza Hotel plc. and Subsidiary Companies sell hotel
rooms and rent meeting facilities as well as provide F & B services
2. Common Directors
to Central Retail Corporation Co., Ltd.
1.20
23. Harng Central Department Store Co., Ltd.
Relationship:
rooms and rent meeting facilities as well as provide F & B services
2. Common Directors
to Harng Central Department Store Co., Ltd.
2.05
24. Post ACP Co., Ltd. (Formerly is Hachette Filipacchi Co., Ltd.
Relationship:
purchases advertising space to place advertising in "CLEO" magazine
is of the opinion that the services provider has some
2. Common Directors
a fashion and lifestyle magazine for young and trendy readers
good innovative ideas, understands the products, and
0.11
published by Post ACP Co., Ltd.
is appropriate for the target audience; and that the
proposed services charges are the same as for norma
clients and the proposed transaction is reasonable.
25. Central Marketing Group Co. Ltd.
Relationship:
The Central Plaza Hotel plc. and Subsidiary Companies purchase
merchandise from Central Marketing Group Co. Ltd.
2. Common Directors
164
ANNUAL REPORT 2012
0.42
CONTENTS
Related Companies
For the Year
2012
(Baht - Million)
Transaction Details
0.81
Facts and Reasons
26. Central Food Avenue Co., Ltd.
Relationship:
Central Plaza Hotel plc. purchases food and drinks from
Central Food Avenue Co., Ltd.
0.03
2. Common Directors
procurement regulations and procedures, and that the
27. Central Inter Pattana Co., Ltd.
Relationship:
Central Plaza Hotel plc. pays insurance premiums and sub lease fees
to Central Inter Pattana Co., Ltd.
0.19
is of the oipinion that the proposed insurance premium
2. Common Directors
and sublease fees are both correct and appropriate.
28. CG Training Center Co., Ltd.
Relationship:
The Central Plaza Hotel plc. and Subsidiary Companies provide
F & B services to CG Training Center Co., Ltd.
0.09
2. Common Directors
29. Central Embassy Hotel Co., Ltd.
Relationship:
rooms and provide F & B services, at market prices, to
2. Common Directors
Central Embassy Hotel Co., Ltd.
0.20
The Audit Committee have reviewed the matter and
165
CONTENTS
GE N E R A L INFORMAT ION OF BUSI NESSES HELD
BY THE COMPANY 10% UPWARD
Company
Nature of Business
Issued Ordinary
Share
Issued Ordinary
Share held by
the Company
Percentage of
Shareholding
(%)
1.
Central Hua Hin Beach Resort Co.,
Ltd.
1 Damnernkasem Road,
Hua Hin, Prachuab-Khirikhan
Tel. : (032) 512-021
Fax : (032) 511-099
Centara Grand
Beach Resort
& Villas Hua Hin
)RUPHUO\LV6R¿WHO
Centara
Grand Resort &
Villas
Hua Hin)
(248 rooms)
1,850,000
shares,
at par 100 Baht
each
1,183,104 shares
63.9%
2.
Central Samui Hotel Management
Co., Ltd.
38/2 Moo 3 Tambon Bophut, Koh
Samui,
Suratthani
Tel. : (077) 230-500
Fax : (077) 230-522
Centara Grand
Beach Resort
Samui
(203 rooms)
12,500 shares
at par 100 Baht
each
12,493 shares
100.0%
3.
38/2 Moo 3 Tambon Bophut, Koh
Samui,
Suratthani
Tel. : (077) 230-500
Fax : (077) 230-522
Centara Grand
Beach Resort
Phuket
(262 rooms)
2,500,000 shares
at par 100 Baht
each
2,499,994 shares
100.0%
4.
Central Samui Village Co., Ltd.
111 Moo 2 Tambon Maret, Koh Samui,
Suratthani
Tel. : (077) 424-020
Fax : (077) 424-022
Centara Villas
Samui
(102 rooms)
550,000 shares
at par 100 Baht
each
549,994 shares
(Owned by Central
Samui Beach
Resort Co., Ltd.)
100.0%
5.
1695 Paholyothin Road, Chatuchak,
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Holding Company
2,500,000 shares
at par 100 Baht
each
2,499,993 shares
100.0%
6.
Central Sukhontha Hotel Co., Ltd.
3 Sanehanusorn Road, Had Yai,
Songkla
Tel. : (074) 352-222
Fax : (074) 352-223
Centara Hotel Hat
Yai
(Formerly is
Novotel Centara
Hat Yai)
(248 rooms)
1,450,000
shares
at par 100 Baht
each
1,449,994 shares
(Owned by Central
Hotel Management
Co., Ltd.)
100.0%
7.
701 Patak Road, Tambon Karon,
Muang,
Phuket
Tel. : (076) 286-300
Fax : (076) 286-316
Centara Villas
Phuket
(72 rooms)
375,000 shares
at par 100 Baht
each
374,994 shares
100.0%
8.
Central Mae Sot Hill Hotel Co., Ltd.
100 Asia Road, Mae Sot,
Tak
Tel. : (055) 532-601
Fax : (055) 532-600
Centara Mae Sot
Hill Resort
(120 rooms)
190,000 shares
at par 1,000 Baht
each
186,996 shares
(Owned by Central
Hotel Management
Co., Ltd.)
98.4%
166
ANNUAL REPORT 2012
CONTENTS
G E N E R A L INF O RMAT ION OF BUSI NESSES HELD
Company
Nature of Business
Issued Ordinary
Share
Issued Ordinary
Share held by
the Company
Percentage of
Shareholding
(%)
9.
396-396/1 Moo 2 Tambon Ao Nang
Muang, Krabi
Tel. : (075) 637-789
Fax : (075) 637-800
Centara Grand
Beach Resort &
Villas Krabi
(193 rooms)
5,000,000 shares
at par 100 Baht
each
4,999,993 shares
100.0%
10.
502/3 Patak Road, Tambon Karon,
Muang, Phuket
Tel. : (076) 396-200-5
Fax : (076) 396-491
Centara Karon
Resort Phuket
(335 rooms)
5,200,000 shares
at par 100 Baht
each
3,564,000 shares
(Direct holding of
3,564,000 shares
(68.54%) by the
Company and
indrect holding of
1,600,000 shares
(15.4%)
by Kata Phuket
Hotel Co., Ltd.)
83.9%
11.
54 Kedkwan Road, Tambon Karon,
Muang, Phuket
Tel. : (076) 370-300
Fax : (076) 333-462
Centara Kata
Resort
Phuket
(158 rooms)
1,200,000 shares
at par 100 Baht
each
600,000 shares
50.0%
12.
999/99 Rama 1 Road, Pathumwan,
Bangkok
Tel. : (02) 100-1234
Fax : (02) 100-1235
Centara Grand &
Bangkok
Convention Centre
at
CentralWorld
(512 rooms)
20,000,000
shares at par 100
Baht each Paid
up of 100 Baht
and 80 Baht
per share for
10,000,000
shares each
19,999,993 shares
100.0%
13.
Central Laundry Services Co., Ltd.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Dormant Company
15,000 shares
at par 100 Baht
each
14,994 shares
(Owned by Central
Hotel Management
Co., Ltd.)
100.0%
14.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Centara Koh Kood
Hotel
1,200,000 shares
at par 100 Baht
each
1,199,993 shares
100.0%
15.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Dormant Company
800,000 shares
at par 100 Baht
each
799,994 shares
100.0%
16.
S.P. Realty Lanta Beach Co.,Ltd.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Dormant Company
360,000 shares
at par 100 Baht
each
359,994 shares
(Owned by Central
Krabi Bay Resort
Co., Ltd.)
100.0%
167
CONTENTS
GE N E R A L INFORMAT ION OF BUSI NESSES HELD
Company
Nature of Business
Issued Ordinary
Share
Issued Ordinary
Share held by
the Company
Percentage of
Shareholding
(%)
17.
S.P. Realty Pattaya Beach Co.,Ltd.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Dormant Company
800,000 shares
at par 100 Baht
each
799,993 shares
100.0%
18.
S.P. Realty Hadfarang Resort Co.,Ltd.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Dormant Company
885,000 shares
at par 100 Baht
each
884,994 shares
100.0%
19.
Co., Ltd.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Holding Company
and Hotel
Management
1,500,000 shares
at par 100 Baht
each
1,499,996 shares
100.0%
20.
R.M.L. LEISURE Pvt. Ltd.
(Formerly is Regent Maldives Pvt.
Ltd.)
4th Floor Rowville, Fareedhi Magu
Maafannu, Republic of Maldives
Tel : + 960 330 6566
Fax : + 960 330 9796
Centara Grand
Island
Resort & Spa
Maldives
(112 Suites &
Villas)
17,990 shares
at par of US$
778.21
per share
13,312 shares
(Owned by Centara
International
Management Co.,
Ltd.)
74.0%
21.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Not operate yet
10,000 shares
at par 100 Baht
each
9,994 shares
100.0%
22.
Central Bangkok Convention &
Exhibition Co., Ltd.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Not operate yet
10,000 shares
at par 100 Baht
each
9,994 shares
100.0%
23.
(Thailand) Co., Ltd. (Formerly is
Centara Thai Hotel
Management Co., Ltd.)
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Not operate yet
1,000,000 shares 999,997 shares
at par 100 Baht
each Paid up of
25 Baht per share
100.0%
24.
2nd Floor (Eastwing), AAGE
Henveiru, Male 20094
Republic of Maldives
Tel : + 960 333 3644
Fax : + 960 331 5453
Centara Ras Fushi
Resort & Spa
Maldives (Formerly
is Centara
Giraavaru Resort &
Spa Maldives)
( 140 Suites &
Villas )
20,000,000
shares at par of
US$ 1 per share
75.0%
168
ANNUAL REPORT 2012
15,000,000 shares
(Owned by Centara
International
Management Co.,
Ltd.)
CONTENTS
G E N E R A L INF O RMAT ION OF BUSI NESSES HELD
Company
Nature of Business
Issued Ordinary
Share
Issued Ordinary
Share held by
the Company
Percentage of
Shareholding
(%)
25.
Central Restaurants Group Co., Ltd.
306 Silom Road, Suriyawong
Bangrak, Bangkok
Tel. : (02) 635-7930-9
Fax : (02) 635-7940-1
Franchisee of
“KFC”,
“Mister Donut”,
“Auntie Anne’s”,
“Pepper Lunch”,
“Beard Papa”,
“Chabuton”, “Cold
Stone Creamery”,
“Ryu Shabu
Shabu”,
“Yoshinoya”, “The
Terrace”,
and “Café’
Andonand”
6,200,000 shares
at par 100 Baht
each
6,199,991 shares
100.0%
26.
CRG Manufacturing Co., Ltd.
55/18 Moo 13 Paholyothin Road,
Tambon Klong Neung, Klong Luang,
Pathumthani
Tel. : (02) 909-2277-9
Fax : (02) 529-4900
Manufacturer of
ice cream
16,000,000
shares at par 10
Baht each
15,999,994 shares
(Owned by Central
Restaurants Group
Co., Ltd.)
100.0%
27.
CRG International Food Co., Ltd.
240/35 Ayothaya Tower Building,
Soi Ratchadaphisek 18,
Ratchadaphisek Rd, Huaykwang,
Bangkok
Tel. : (02) 274-1724-27
Fax : (02) 692-6634
Japanese
Restaurant
“Ootoya”
1,797,600 shares
at par 100 Baht
each
1,797,591 shares
100.0%
28.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Not operate yet
100,000 shares
at par 10 Baht
each
99,997 shares
100.0%
29.
Bangkok
Tel. : (02) 769-1234
Fax : (02) 100-6232
Not operate yet
299,997 shares
300,000 shares
at par 100 Baht
each Paid up of
25 Baht per share
100.0%
30.
Thai Pattana Fund 2
21st -23rd Floor, Column Tower
199 Ratchadaphisek Road,
Klongtoey, Bangkok 10110
Tel. : (02) 649-2000
Fax : (02) 649-2100
Property Fund
81,500,000 units
at par 10 Baht
each
19,500,000 units
(19,420,000 units
owned by the
Company and
80,000 units owned
by subsidiaries)
23.9%
31.
Centara Hotels & Resorts Leasehold
Property Fund
400/22 6th Floor, Kasikornbank
Building
Paholyothin Road, Samsen Nai,
Phaya Thai, Bangkok
Tel : (02) 673-3999
Fax : (02) 673-3900
Property Fund
320,000,000
units at par 10
Baht each
81,093,500 units
25.3%
169
CONTENTS
COMPA N Y’S GENERAL INFORM ATI ON
Name
Type of Business
Company registration no.
Home Page
Central Plaza Hotel Public Company Limited
Service business – hotel, restaurants, food and beverages, etc.
0107536001389 (Previously, Bor. Mor. Jor. 212)
http://www.centarahotelsresorts.com
Share capital as at 31 December 2012
Registered:
Baht 1,350,000,000, comprising of 1,350,000,000 ordinary shares at par value of
Baht 1 per share
Issued and fully paid:
Baht 1,350,000,000, comprising of 1,350,000,000 ordinary shares at par value of
Baht 1 per share
&HQWDUD+RWHOV5HVRUWV2I¿FH
Address
999/99 Rama 1 Road, Pathumwan, Bangkok
Telephone
(02) 769-1234
Fax
(02) 769-1235
&HQWDUD*UDQGDW&HQWUDO3OD]D/DGSUDR%DQJNRN2I¿FH
Address
1695 Paholyothin Road, Chatuchak, Bangkok
Telephone
(02) 541-1234
Fax
(02) 541-1087
CENTARA GRAND & BANGKOK CONVENTION CENTRE AT CENTRALWORLD
170
ANNUAL REPORT 2012
A-
A-
A-
A-
A-
A-
Debenture
CENT139A
CENT176A
CENT176B
CENT139B
CENT163A
CENT163B
300
500
400
500
500
1,000
Amount
(MB)
09/08/2011
29/07/2011
03/09/2010
05/07/2010
23/06/2010
25/02/2010
Issuance
Date
4 Years 7 months
4 years 8 months
3 years
6 years 11 months 24
days
7 years
3 years 7 months 5
days
Tenor
(year)
4.75%
4.86%
3.40%
4.65%
4.65%
MLR -3%
Interest
Rate
-
-
-
-
-
-
Collateral
30/09/2013
23/06/2017
29/06/2017
03/09/2013
29/03/2016
09/03/2016
4XDUWHUO\
4XDUWHUO\
4XDUWHUO\
4XDUWHUO\
4XDUWHUO\
Maturity
Date
Monthly
Interest
Payment
Cycle
300
500
400
500
500
1,000
Balance as at
31 December
2012
171
2. 7KH&RPSDQ\PD\QRWSD\GLYLGHQGWRWKHVKDUHKROGHUVRIWKHFRPSDQ\LQWKHDPRXQWH[FHHGLQJRIQHWSUR¿WLQWKH\HDU
1. The Company has to maintain Interest - bearing debt to equity ratio of not more than 2 : 1 as at the ending period of each year, calculated from the
FRQVROLGDWHG¿QDQFLDOVWDWHPHQWV Conditions of debentures issuance
Credit
Rating
I N FO RM ATI O N O F D E BE N TU R E S
CONTENTS
CONTENTS
OT H E R R EF ERENCE F IRM S
Securities Registrar
Thailand Securities Depository Co., Ltd.
4th,6th - 7th Floor, 62 Stock Exchange of Thailand Building, Ratchadaphisek Road,
Klongtoey, Bangkok 10110
Tel. : (02) 359-1200-01
Fax : (02) 359-1259
Debenture Registrar
CIMB Thai Public Co., Ltd.
+HDG2I¿FH/DQJVXDQ5RDG/XPSLQL3DWXPZDQ%DQJNRN
Tel. : (02) 626-7000
“Debentures of Central Plaza Hotel Public Company Limited No. 4/2010 Due B.E. 2556”(CENTEL139B)
Siam Commercial Bank Public Co., Ltd.
+HDG2I¿FH5DFKDGDSLVHN5RDG&KDWXFKDN%DQJNRN
Tel. : (02) 544-1000
“Debentures of Central Plaza Hotel Public Company Limited No. 1/2010 Due B.E. 2556”(CENTEL139A)
“Debentures of Central Plaza Hotel Public Company Limited No. 2/2010 Due B.E. 2560”(CENTEL176A)
“Debentures of Central Plaza Hotel Public Company Limited No. 3/2010 Due B.E. 2560”(CENTEL176B)
Bank of Ayudhaya Public Co., Ltd.
+HDG2I¿FH5DPD,,,5RDG%DQJ3KRQJSKDQJ<DQ1DZD%DQJNRN
Tel. : (02) 296-3582
“Debentures of Central Plaza Hotel Public Company Limited No. 1/2011 Due B.E. 2559” (CENTEL163A)
“Debentures of Central Plaza Hotel Public Company Limited No. 2/2011 Due B.E. 2559” (CENTEL163B)
Auditor
PricewaterhouseCoopers ABAS Ltd.
By Khun Nattaporn Phun-Udom (Registration No. 3430)
15th Floor, Bangkok City Tower, 179/74-80 South Sathorn Road, Bangkok 10120
Tel. : (02) 344-1000
Fax : (02) 286-5050
Legal Counselors
Weerawong, Chinnavat & Peangpanor Ltd.
22nd Floor, Mercury Tower, 540 Ploenchit Road,
Lumpini, Pathumwan, Bangkok 10330
Tel. : (02) 264-8000, (02) 657-2121
Fax : (02) 657-2222
Business Advisory (Thailand) Ltd.
15th Floor, Maneeya Center Building, 518/5 Ploenchit Road,
Pathumwan, Bangkok 10330
Tel. : (02) 255-8977-8, (02) 251-2285
Fax : (02) 254-4576
Credit Rating Company
Tris Rating Co., Ltd.
24th Floor, Silom Complex Building, 191 Silom Road, Bangkok 10500
Tel. : (02) 231-3011
172
ANNUAL REPORT 2012
CONTENTS
COR P OR AT E MANAG EMENT
Executive Advisor
Executive Advisor
Advisor to Chairman of the Board
Maj. Gen. Krawee Sudasna Na Ayudhya
Prof. Viroj Lowhaphandu
Mr. Dan Chinsupakul
Honorary Advisor to the Board
Mr. Gerd K. Steeb
HOTELS BUSINESS GROUP
Operations
&KLHI([HFXWLYH2I¿FHU±&(2
Vice President – Operations
Vice President – Operations
0U7KLUD\XWK&KLUDWKLYDW
Mr. David R. Good
Mr. Michel Horn
Corporate Affairs & Social Responsibilities
Senior Vice President - Corporate Affairs & Social Responsibilities
Mrs. Supatra Chirathivat
Vice President - Business Development
Mr. Suparat Uahwatanasakul
Finance & Administration
Senior Vice President - Finance & Administration
Dr. Ronnachit Mahattanapreut
Vice President - Procurement
Mr. Thirakiati Chirathivat
Sales & Marketing
Senior Vice President - Sales & Marketing
Mr. Chris Bailey
Human Resources
Vice President - Human Resources
Ms. Pattara Jongcharoenkulchai
General Manager
&HQWDUD*UDQG%DQJNRN&RQYHQWLRQ&HQWUHDW&HQWUDO:RUOG
Centara Grand at Central Plaza Ladprao Bangkok
Centara Grand Beach Resort & Villas Krabi
Centara Grand Beach Resort Samui
Centara Grand Beach Resort & Villas Hua Hin
Centara Grand Mirage Beach Resort Pattaya
Centara Grand Beach Resort Phuket
Centara Grand West Sands Resort & Villas Phuket
Centara Grand Island Resort & Spa Maldives
Centara Grand Nusa Dua Resort & Villas
Centara Villas Samui
Centara Kata Resort Phuket
Centara Karon Resort Phuket
Centara Mae Sot Hill Resort
Centara Chaan Talay Resort & Villas Trat
Centara Hotel Hat Yai
Centara Duangtawan Hotel Chiang Mai
0U5REHUW)0DXUHU/RHIÀHU
Mr. Michel Serrano
Mr. David Martens
Mr. Danny McCafferty
Mr. Jacques A.Mury
Mr. Andre Brulhart
Mr. Denis Thouvard
Mr. Andreas Korf
Mr.Voytek Klasicki
Mr. Martin Heiniger
Mr. Scott Bowen
Mr. Michael Gaarde-Neilsen
Mr. Darren shaw
Mr. Somsak Saisawad
Mr. Kris Vanitchnont
Mr. Pattavee Pongnontakul
Mr. Boonchai Suwatsakulsawad
173
CONTENTS
Centara Hotel & Convention Centre Udon Thani
Mr. Chaiphun Thongsuthum
Centara Hotel & Convention Centre Khonkaen
Mr. Phakapol Yawaluk
Centara Anda Dhevi Resort & Spa Krabi
Mr. Wayne Duberly
Centara Watergate Pavillion Hotel & Spa Bangkok
Mr. Wim N.M. Fagel
Centara Pattaya Hotel
Mr. Austin Stanley Robinson
Centara Ras Fushi Resort & Spa Maldives
Mr. Ulrich Hoffgen
Away Suansawan Chiang Mai, Centara Boutique Collection
Mr. Peter Brown
Khum Phaya Resort & Spa, Centara Boutique Collection
Mr. Jerome Sim
Nova Hotel & Spa Pattaya, Centara Boutique Collection
Mr. Austin Stanley Robinson
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Centra Ashlee Hotel Patong
Mrs. Wilawan Chiammanasombut
Centra Government Complex Hotel & Convention Centre Cheang Watthana Ms. Temsiri Kidchob
Centra Taum Seminyak Bali
Mr. Agus Suananda
Waterfront Suites Phuket by Centara
Mr. Darren Shaw
Centara Ceysands Resort & Spa, Srilanka
Mr. Alexandre Glauser
Centara Passikudah Resort & Spa Srilanka
Mr. Alexandre Glauser
Centara Koh Chang Tropicana Resort
Mr. Jonas Sjostedt
Centara Poste Lafayette Resort & Spa Mauritius
Mr.John Dimon Bendtsen
Centara Grand Azuri Resort & Spa Mauritius
Mr.John Dimon Bendtsen
Centara Grand Resort & Spa Pattaya
Mr. Dominique Ronge
Sandy Beach Non Nuoc Resort Da Nang Vietnam, Managed by Centara
Mr.VatthanachaiPhipatthongpanta
Centara Wuku Resort & Spa Bali
Mr. Dermot Gale
Centra Central Station Bangkok
Mr. Asdang Sukwises
Baga Waterfront Resort & Spa Goa, Centara Boutique Collection
Mr. Richard Jacques
Resort Manager
Centra Coconut Beach Resort Samui
Centara Sappaya Design Resort Rayong
Mr. Sunan Wetcharat
Mr. Khajohn Wimolcharoensuk
Hotel Manager
Centara Villas Phuket
Mr. Santichai Boonrasri
CENTARA GRAND BEACH RESORT & VILLAS KRABI
174
ANNUAL REPORT 2012
CONTENTS
KFC
AUNTIE ANNE”S
PEPPER LUNCH
Central Restaurant Group
CEO
COO - Operations
VP Human Resources Development
VP Human Resources
VP Marketing Group
VP Business Development
VP Supply Chain Management
VP IT
Director of Finance
General Manager / Mister Donut
General Manager / KFC
General Manager / Auntie Anne’s
General Manager / Pepper Lunch
Asst. General Manager / Beard Papa’s
General Manager / Chabuton
General Manager / Cold Stone Creamery
Director / The Terrace , RYU
General Manager / Yoshinoya
General Manager / CRG Manufacturing
Mr. Thiradej Chirathivat
Mr. Sucheep Tamacheepjaroen
Mr. Wichai Charoenthanmanon
Mrs. Premhatai Phungbun na Ayuthaya
Mr. Takrit Sanitprachakorn
Mr. Nathapol Montolsophon
Mrs. Ampaipan Chirathivat
Mr. Kriruek Tawichai
Mrs. Kalya Subhakornpichan
Mr. Kantapol Srisuwan
Mr. Chainarong Lerlertvanich
Mrs. Nongnapas Rumpeuy
Ms. Orawan Komolphanporn
Mrs. Pananya Borwornnuntakul
Mr. Yasuto Togashi
Ms. Wachiraporn Wanitchai
Mrs. Pavinee Vachirapisutsopin
Mr. Pol Sridaeng
Mr. Rastam Benraheem
175
CONTENTS
CEN TA R A HO T EL S & RESORTS
CONTENTS
CONTENTS
CENTRAL RESTAURANTS GROUP (CRG)
CONTENTS