robins : annual report 2007
DESCRIPTION
Annual Report 2007TRANSCRIPT
Department StorePublic Company Limited
ANNUALREPORT 2007
Robinson Department StorePublic Company Limited and its Subsidiaries
CONTENTS
Message to Shareholders
Financial Highlights
Operating Results in 2007
Market and Retail Business Overview in 200707History and Major Developments
Structure of the Company and its subsidiaries
Nature of Business
Risk Factors
Shareholders and Dividend Policy
Management
Good Corporate Governance and Corporate Social Responsibility
Report of the Audit Committee
Statement of Directors Responsibility
Management Discussion and Analysis
Annual Financial Statement
Inter-Company Transactions
General Information
2
4
6
7
9
12
16
23
27
29
52
59
61
62
65
130
136
2
Message to Shareholders
This year marked the 28th year that Robinson Department Store has opened its door to customers. At present, there are 21 branches covering high potential areas throughout the country. The Company has always been striving to provide fashion products that are of great variety, while continually keeping pace with fashion trends. In addition, products which are available only at Robinson have also been developed and provided at reasonable prices along with excellent service to ensure continued customer satisfaction.
2007 was again a year of great pride with the opening of our 21st branch in Phuket. Complete with modern design, the new Jungceylon branch which opened in September has successfully gained positive responses from customers. In addition, the Company also expanded and renovated the Chiang Mai branch to become a flagship store, strengthening its position as a leading department store and fashion centre in the region.
The overview of economic situation in 2007 was rather stagnant. Consumption of the private sector grew at a slow pace due to a decrease in consumers spending. However, there was heavier competition in the department store business especially in Bangkok area. With clear strategic planning and efficient operation, the Company experienced an ongoing growth with a sales increase of 4.4% in 2007. With successful revenues growth, efficient expenses management both in terms of human resources distribution and sales promotion along with ongoing energy-saving measures, the Company was able to achieve net profit of Baht 864 million, or 20% higher than profit from ordinary operation last year.
Regarding good corporate governance, the Companyûs board of directors has exerted great efforts to continuously upgrade the standard of corporate governance with a firm belief that it will result in the Companyûs sustainable growth. In the year 2007, the Company set a goal to upgrade the corporate governance to accepted standard. As a result, the policy of corporate governance was improved. Business ethics was also set up for participation of the Companyûs directors, management, and staff. In addition, the Company's board of directors was restructured to comply with the principles of good governance.
In the year 2008, the Company aims to introduce new experiences to customers both in terms of product and service to serve each customer individual needs. The Company has a strong belief that sales growth, effective expenses control coupled with investment discipline will lead to added value for shareholders. It also recognizes the importance of stakeholders in compliance with the Companyûs good corporate governance policy.
Apart from business planning, Robinson believes that sustainable growth must be accompanied by Corporate Social Responsibility. Realizing the importance of this matter, the Company has set a clear target and plan to create cooperation from every party including Robinson, its staff and customers for sustainable responsibility to society. This also includes the provision of educational opportunity to less fortunate children in order to develop their knowledge and upgrade their education to accepted standards.
Finally, the Companyûs board of directors would like to express their sincere thanks to shareholders, customers, and business partners who have played a supporting role in the Companyûs continuous growth, along with all staff members for their dedication and tireless efforts to every task. We strongly hope for their success and bright future together with Robinson in the coming years.
(Mr. Sudhisak Chirathivat)
Robinson Department StorePublic Company Limited and its Subsidiaries
3
Robinson Department StorePublic Company Limited and its Subsidiaries
Board of Directors
Mr. Sudhisak ChirathivatChairman of Board of Director(Authorized Director)
Mr. Sudhitham ChirathivatVice Chairman(Authorized Director)
Mr. Prin ChirathivatDirector(Authorized Director)
Mr. Tos ChirathivatDirector(Authorized Director)
Mr. Preecha EkkunagulDirector/ President(Authorized Director)
Mr. Pandit MongkolkulDirector(Authorized Director)
Mr. Piya NguiakaramahawongseDirector(Authorized Director)
Mr. Somchai ApiwattanapornDirector/ Independent Director/Chairman of Audit committee
Mr. Vithaya ChavananandDirector/ Independent Director/Audit committee
Mr. Phibul PhatharodomDirector/ Independent Director/Audit committee
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91037 6
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4
Robinson Department StorePublic Company Limited and its Subsidiaries
Financial Highlights
Remark: For the year ended 2006, the company and its subsidiaries recorded a gain from reversal of impairment loss on land and leasehold rightsamounted of Baht 2,170 million and allowance for obsolete and slow-moving stock of Baht 227 million
Revenue Breakdown
Reversal ofimpaiment loss on assets
Other income
Rental and service income
Sales
20040
3,000
6,000
9,000
12,000
15,000(Million Baht)
9,941
2005
10,955
2006
14,200
2007
12,602
Sales Growth
20040
3,000
6,000
9,000
12,000
15,000(Million Baht)
13.8%
2005
11.1%
2006
10.1%
2007
4.4%
Gross Profit vs. Net Profit
Net Profit
Extraoridinary Item
Gross Profit
(Million Baht)
0
500
1,000
1,500
2,000
2,500
3,000
2004 2005 2006 2007
Men's Wear 27%
Ladies's Wear17%
Children's Wear11%
Cosmetic & Accessories30%
Home Gift and Toys15%
Debt to Equity
Debt
Equity
(Million Baht)
20040
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
2005 2006 2007
1.96x
4,873
2,482
1.42x
3,569
2,506
0.67x
3,465
5,169
0.59x
5,693
3,337
Sales Mix by Category
5
Revenue from salesTotal revenueCost of salesSelling and administrative expensesNet profit (loss)
2007 20052006*
(Unit : Million Baht)
Consolidated
11,28512,6028,6852,821864
10,81214,2008,3822,9042,662
9,81710,9557,6422,353927
Cash and cash equivalentsCurrent assetsTotal assetsCurrent liabilitiesTotal liabilitiesIssued and paid-up share capitalRetained earnings (deficit)Minority interestTotal shareholder's equity
1,5712,8149,0303,2623,3373,9431,419155
5,693
9972,1388,6353,3803,465
11,107992140
5,169
1,0301,9056,0742,7633,569
11,107(1,618)
1382,506
Profit and Loss Statement
(time)(days)(days)(days)
(%)(%)(%)(%)
(time)(Baht)(Baht)
*Remark: For the year ended 2006, the company and its sunsidiaries recorded a gain from reversal of impairment loss on land and leaseholdrights amounted of Baht 2,170 million and allowance for obsolete and slow-moving stock of Baht 227 million
Balance Sheet
Liquidity RatioAverage Collection PeriodAverage Selling PeriodAverage Payment PeriodGross Profit MarginNet Profit Margin Return on EquityReturn on AssetsDedt to Equity Ratio Book Value Per ShareBasic Earning Per Share
0.8611.4727.21
100.1723.047.66
15.929.790.595.130.78
0.639.13
26.9490.0222.4724.6269.3636.190.674.652.40
0.697.78
25.7581.1222.169.45
37.1813.811.422.260.83
Key Financial Ratios
Robinson Department StorePublic Company Limited and its Subsidiaries
Financial Highlights
2007 20052006*
(Unit : Million Baht)
Consolidated
2007 20052006*
Consolidated
6
Robinson Department StorePublic Company Limited and its Subsidiaries
With a goal to become the most preferred department store with branches covering high potential areas throughout the country, the Company operates retail business which provides modern products and services in response to the lifestyles and demands of each customer. Under the concept of çRobinson...Your Life Revitalizer,é the Company aims to expand its branches throughout the country. There are currently 21 branches, comprising 10 branches in Bangkok and its suburbs and 11 provincial branches. Opened in September 2007, Jungceylon branch, the 21st branch, is the second branch in Phuket located at Jungceylon Shopping Mall, Patong beach, Phuket Province.
Regarding competitive strategy, the Company places emphasis on providing fashion products that are of great variety and fashionable, while continuously creating unique merchandise assortment and been available only at Robinson. The company also stresses the provision of excellent service to make customer impression including fashion consult, information on product uses as a value-added service for easy decision making. Regarding marketing, the Company organizes main sales promotional programs in the form of event marketing or themed promotions quarterly in order to create a shopping atmosphere according to the seasons and festivals. The Company also aims to increase loyalty towards Robinson with emphasis on member customers and habitual customers, while implementing a pricing strategy at appropriate period. In the past year, the Company placed emphasis on Localized Marketing promotion especially in regional branches with positive responses from customers. This helped promote the Companyûs image as a leading department store.
In 2007, the Company invested in complete store major renovations including Chiang Mai branch, in the previous year the store was renovated in some part of store area
including expanding its space to the fifth floor. In 2007, the store was fully renovated to provide a great atmosphere for customer to shop in and become flagship store in the North.
Phuket branch was under refurbishment to enhance its interior and exterior store atmosphere with emphasis on its modern image and conglomerate with the new store, Jungceylon.
Udonthani branch was renovated in particular floor, however, it is planned to be fully renovated in 2008 and developed to become flagship store in the North-East.
In addition, the Company invested in minor renovation in Ratchadapisek branch, Hadyai Branch, and Ubon Ratchathani Brach to improve interior decoration, sales area in particular department and also service area such as Beauty Room, Fitting Room, Relax Conner and etc.
Regarding operation results according to the consolidated financial statements for the year 2007, the Company and its subsidiaries generated total revenue of Baht 12,602 million comprising revenue from sales of goods at 89.55%, rental and service income at 5.40%, and 5.05% of other income. The Company recorded a net profit of Baht 864 million, or Baht 0.78 per share. As of 31 December 2007, total assets of the Company amounted to Baht 9,030 million, total liabilities were Baht 3,337 million, and shareholderûs equity was Baht 5,693 million.
Operating Results 2007
7
Robinson Department StorePublic Company Limited and its Subsidiaries
Market and Retail Business Overview in 2007
Competitors
1. Operators of department stores include chain department stores and local department stores. The main chain
department store are Central Group and The Mall Group with a combined number of 23 branches consisting of 19
branches in Bangkok and 4 Branches in upcontry including Chiang Mai, Had Yai, Nakorn Ratchasima, and Phuket.
2. Other retail business operators include discounted stores/super centres, and various types of shopping mall
such as Central World, Esplanade, King Power, Platinum Mall, and Union Mall.
Retail Business Overview
In 2007, the Thai economy grew at a slow pace with a decrease in economic growth from 5.1% in 2006 to
4.8% in 2007 due primarily to a slowdown in spending and investment from the public sector. Domestic consumption
had continually decreased from 3.2% in 2006 to 1.4%.
For overall retail business sector, the growth rate has declined from 3.9% in 2006 to 3.2% in 2007 due to a
decrease in consumers' confidence in the economy. Therefore, they were more careful with spending. However
consumers' confidence improved in the second half of the year, as the political atmosphere became clearer. Modern
trade business experienced a continual growth especially specialty stores, convenience stores, and discount
stores/super centers with the opening of a lot of new branches, despite the fact that the retail business law has not
been completed yet. In 2007, the modern trade business saw a growth of 11%
Overall department store business during the past year recorded a decrease of growth from previous year.
Although in Bangkok area, the growth rate had declined from previous year, competition remained intense. Operators
have organized various sales promotion activities to stimulate consumer spending such as the introduction of a joint
promotion program with credit card to increase spending. In addition, as customer spending has slowed down due to
the fact that they tend to buy only the necessaries, various sale events were organized to stimulate customer
spending, while increasing their frequency of shopping. Meanwhile, sales in the upcountry increased. There was not
much competition among department stores in provincial areas due to the fact that there are not many operators of
department stores in each province and their locations and customer target groups are different. In 2007, there was
only one new branch opening which was Robinson Ocean Jungceylon located on Patong beach, Phuketûs main
tourist attraction.
8
Robinson Department StorePublic Company Limited and its Subsidiaries
Market and Retail Business Overview in 2007
Regarding competition among other forms of retail business which is considered the Companyûs indirect
competitors, discount stores/super centers tended to develop its store areas to become a shopping mall, while
placing more emphasis on promoting their fashion clothing. However, the pricing strategy has still been used due to
the fact that their product ranges were food and daily use items which do not rely much on brand names and
product differentiation. Meanwhile, small-sized shopping malls in the form of lifestyle center or neighborhood mall saw
a high growth rate. They put emphasis more on food and entertainment than general products with specific group of
targeted customers
Although income per family tended to be higher than inflation, consumption in 2007 grew at a low pace due to
a concern over economic and political uncertainty which has prompted consumers to be more careful with spending.
Regarding overall consumer behavior, consumers became more reasonable when selecting products. They tended to
carefully compare quality, prices, and images of products before making a decision to buy. In addition, particular
attention was paid on their good health. Therefore, demands for health and beauty products increased. Moreover,
consumers tended to respond to changes in fashion rapidly. They also had more lifestyle choices due to easy access
to various forms of media whose ways of presenting vary greatly. Therefore, consumer demand focused on products
that were up-to-date, varied, worthwhile, fashionable, and modern. Apart from presenting products, excellent service is
also an important thing that operators of department stores must emphasize as well. The tendency to buy products
by credit card or personal loan has continuously increased.
9
Robinson Department StorePublic Company Limited and its Subsidiaries
History and Major Developments
1979
1992
1995
1996
1997
1998
2000
2001
2002
2003
Robinson Department Store opened its first branch at Victory Monument.
Robinson became the first department store company listed on The Stock Exchange of Thailand on 3
January 1992.
The Central Retail Corporation group joined Robinson as a major shareholder and was jointly established
CR Thailand Co., Ltd. in order to develop provincial department stores under the çRobinsoné brand. Later,
the Company proceeded to open new stores up to 20 branches.
Robinson integrated its supermarket business with Central Group and formed a joint venture with Royal
Ahold Co., Ltd., a Netherlands based supermarket operator. The resulting company, CRC Ahold Co., Ltd.,
began operating supermarkets under the çTOPS SUPERMARKETé brand. In December 1996 and May 1998,
the Company sold its shares to Royal Ahold Co., Ltd.
The Company was approved for the asset transfer transaction to Power Buy Co., Ltd. and CRC Sport
Co., Ltd. respectively. Also, the Company granted right to those companies to utilize space in each
branch in order to operate electrical appliance stores and sport accessories stores. The Company
received income from those companies as income sharing on percentage of sales or fixed charge per
square meter. In April 1998, the Company purchased 40% shareholdings in both companies.
The Company announced a debt moratorium as a result of the sharp depreciation of the Baht following
the sudden flotation of the currency on 2 July 1997
On 2 May 2000, the Central Bankruptcy Court ordered rehabilitation of the Company as well as appointed
Robinson Planner Co., Ltd. as a Planner and as a Plan Administrator on 20 December 2000. The Company
also decided to close its Don Muang branch due to unacceptable of return on investment.
The Company closed its Victory Monument branch since lease agreement had terminated as well as
this branch attributed an unacceptable of return on investment. This left the Company with a total of
18 branches. Of these 9 branches were in Bangkok and 9 in provincial locations. The Company also
issued Notes to the unsecured financial creditors with a total value of Baht 4,766.7 million for principal
and interest.
The Company successfully implemented major steps set forth in its Rehabilitation Plan i.e. increasing
its capital from Baht 1,480.8 million to Baht 14,808.8 million, proceeding the debt-to-equity conversion,
proceeding a 25% capital reduction capital, and forgiveness of remaining debt. This achievement prompted
the Stock Exchange of Thailand to consider approving resumption of trade in the Companyûs ordinary
shares in Commerce sector, effective 26 November 2002.
In March, the Company waived the right to purchase new issuance shares from capital increase of CRC
Sports Co., Ltd. at its proportion. As a result, the Companyûs shareholding in CRC Sports was reduced
to 29.19%. In May, the Company re-launched its campaign to promote a new image using the concept
of çRobinson...Your Life Vitalizeré. In December, the Company gained Court approval for an amendment
of its Rehabilitation Plan to facilitate the repurchase of Notes under the VDRP.
10
Robinson Department StorePublic Company Limited and its Subsidiaries
History and Major Developments
In January, Robinson SPV Co., Ltd. (SPV) signed a loan agreement with two financial institutions to
secure funding for repurchase of Notes under the VDRP. The long-term loan was for up to Baht 2,700
million. At year-end 2004, the Company repurchased 15,899,277 units of Notes under the VDPR program,
equal to 77.04% of total outstanding Notes. In addition, on 22 March, the Creditorsû Meeting ordered by
the Court, passed a resolution to elect three new directors representing unsecured financial creditors
to replace resigning directors. On 8 December 2004, the Company acquired the remaining balance of
shares from its local partner in CR Ratchaburi (Thailand) Co., Ltd. thereby increasing its shareholding
from 49.99% to 99.99%. The acquisition stemmed from the need to improve management flexibility.
The Company continued to run its çRobinson...Your Life Revitalizeré campaign in its retail businesses
with the aim of generating continuous sales growth. The Company also launched one new branch, at
Rattanathibet, while continuously renovating and modernizing its existing stores across the country to
create a more colourful and lively ambiance. In addition, product selections with variety of assortment
were readjusted to tie in with Robinsonûs target customer groups and reflect its new image. On 19
December 2005, the Company has proceeded the early redemption on remaining notes which resulted
in the completion of the Companyûs rehabilitation plan.
The Bankruptcy Court considered the petition and ordered the termination of the Companyûs rehabilitation
plan. On April 2006, the Annual Ordinary General Meeting of shareholder was firstly held after the
Company resumed the ordinary business operation. The Meeting unanimously approved the appointment
10 directors as the Companyûs Board of Directors, comprising of 3 independent directors. In November,
the new branch Robinson Ayudhaya was official opened as the 20th branch of Robinson, the investment
cost was approximately Baht 347 million.
The Company made the first dividend payment after the order the termination of rehabilitation plan from
The Bankruptcy Court, at the rate of Baht 0.32 per share. Pursuant to the resolution of the Extraordinary
Shareholdersû Meeting1/2007 which held on June 19, 2007 that the Company decreased its capital
through reducing par value from Baht 10 to Baht 3.55, an share premium and partial of retained earnings
were transferred to set aside share discount according to the Federation of Accounting Professions
(FAP) Announcement. On September 13, 2007, Department of Business Development of Ministry of
Commerce completed amended the Company registered capital and Memorandum of Association.
In September, the new branch Robinson Jungceylon was opened as the 21st branch of Robinson,
the investment cost was approximately Baht 132 million.
2004
2005
2006
2007
11
Robinson Department StorePublic Company Limited and its Subsidiaries
History and Major DevelopmentsMajor changes and development of the company in the year 20071 January
12 April
25 May
19 June
31 August
13 September
27 September
19 December
The Company changed its accounting policy for its investments in subsidiary companies and associate companies in its financial statements from the equity method to the cost method in compliance with the announcement of the Federation of Accounting Professions 26/2006.Some areas in Bangkae branch damaged due to the fire incident at Future Park Bangkae Shopping Center. However, damages to the building and property owned by the Company were compensated and covered by the insurance policy. The Bangkae branch was temporarily closed for the safety of customers as well as damages assessment procedure. In August, the Company opened the areas which did not damage. Damaged areas are currently under renovation. Loss of revenue from sales at Bangkae branch did not cause any important effect to the Company's net sales.The Company paid dividend for the year 2006 operation results to general shareholders at Baht 0.32 per share with a total of Baht 355.41 million.The Company's Extraordinary Meeting of Shareholder No. 1/2007 approved the decrease of paid-up capital by reducing the par value from Baht 10 to Baht 3.55. Share premium and retained earnings which have not been allocated was transferred to eliminate the share discount.The Company opened some areas of Phuket Jungceylon branch. Official opening was held on 3 November. This is considered the Company's 21st branch and the second branch in Phuket under the management of CR Phuket (Thailand) Co., Ltd. (a subsidiary company with 50% of its shares held by CR (Thailand) Co., Ltd.) with investment budget at Baht 132 million and a leasing period of 25 years.The Department of Business Development, Ministry of Commerce completed the registration of the decrease of paid-up capital and the amendment of the Memorandum of Association according to the resolution of the Extraordinary Meeting of Shareholder No. 1/2007. The par value of the Company decreased from Baht 10.00 to Baht 3.55, while the registered capital and the paid-up capital of the Company decreased from Baht 11,106,611,330 to Baht 3,942,847,022.15.The Company ceased operation of Sapanmai Sappasinka Co., Ltd. (a subsidiary company which the Company holds 74.50% of paid up share capital) and D C R Co., Ltd. (an associated company which the Company holds 20.86% of paid up share capital) because there had been no business operations for more than 5 years in such companies. Sapanmai Sappasinka Co., Ltd. is currently in the liquidation process, while D C R Co., Ltd. has already refunded to the Company with the amount of Baht 80,718,748.79 on September 27, 2007.The Company signed a leasing agreement and service contract with Tanathip Shopping Center Co., Ltd. in order to open its 22nd branch and the 2nd branch in Ubon Ratchathani with a leasing period of 22 years and investment budget of Baht 390 million.
12
Robinson Department Store Pcl.
Robinson Anusawaree Co., Ltd. Kruerkaew Co., Ltd. RST Sky Bridge Co., Ltd.
Siam Ritz Plaza Co., Ltd.
Power Buy Co., Ltd.
CRC Sport Co., Ltd.Kruerpetch Co., Ltd.
RD Pattana Co., Ltd.
R-Trading (L) BHD
Robinson RatchadaCo., Ltd.
Siam Retail DevelopmentCo., Ltd.
Robinson SukhumvitCo., Ltd.
CR (Thailand) Co., Ltd.
CR Chiang Mai(Thailand) Co., Ltd.
CR Rajchaburi(Thailand) Co., Ltd.
CR Chantaburi(Thailand) Co., Ltd.
CR Phuket(Thailand) Co., Ltd.
CR Nakorn Sri Thammarat(Thailand) Co., Ltd.
CR Udornthani(Thailand) Co., Ltd.
CR Had Yai(Thailand) Co., Ltd.
CR Ubon Ratchathani(Thailand) Co., Ltd.
Robinson S.P.V.Co., Ltd.
Robinson Nakarin Co., Ltd.
Sapanmai Sappasinka Co., Ltd.
99.99%
99.99%
40.00%
29.19%
99.99%
99.99%
99.99%
89.99%50.00%49.99%
76.00%
76.00%
64.99%
49.99%
49.99%
74.99%
99.92%
99.98%
33.33%
24.00%
24.00%
99.91%
74.50%
99.86%
99.80%
Structure of the Company and its subsidiaries
Robinson Department StorePublic Company Limited and its Subsidiaries
Structure of the Company and its subsidiaries
Robinson Department Store Pcl.
CR (Thailand) Co., Ltd.
CR Ratchaburi (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Hadyai (Thailand) Co., Ltd.
CR Udonthani (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
CR Nakorn Sri Thammarat (Thailand)
Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
Robinson Anusawaree Co., Ltd.
Sapanmai Sappasinka Co., Ltd.
Robinson Nakarin Co., Ltd.
Robinson Sukhumvit Co., Ltd.
Robinson Ratchada Co., Ltd.
Kruerkaew Co., Ltd.
Kruerpetch Co., Ltd.
R-Trading (L) BHD 50,000
Robinson S.P.V. Co., Ltd.
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
Siam Retail Development Co., Ltd.
Square Ritz Plaza Co., Ltd.
RD Pattana Co., Ltd.
R.S.T. Sky bridge Co., Ltd.
Name Paid-up Capital (Bath) Nature of Business
3,942,847,022
501,000,000
102,500,000
220,000,000
202,000,000
225,000,000
71,000,000
130,000,000
280,000,000
177,000,000
8,000,000
20,000,000
105,000,000
100,000,000
75,000,000
40,000,000
11,250,000
50,000
1,000,000
560,000,000
370,000,000
500,000,000
125,000,000
3,000,000
46,995,000
Retail, including department stores in Bangkok
and upcountry areas, under "Robinson" brand.
Bangkok branches include: Silom,
Ratchadaphisek, Sukhumvit, Bangrak, Bangkae,
Srinakarin, Fashion Island, Rangsit, Ladya,
Rattanathibet Sriracha and Ayutthaya
Holding company to jointly invest in department
store business under the "Robinson" brand in
eight provinces
Operating a department store in Ratchaburi
Operating a department store in Chiang Mai
Operating a department store in Hadyai
Operating a department store in Udonthani
Operating a department store in Ubon Rachathani
Operating a department store in Chantaburi
Operating a department store in Nakorn Sri
Thammarat
Operating a department store in Phuket
Dormant company
Dormant company
Dormant company
Offer space rental within store
Offer space rental within store
Offer warehouse space for rent
Invest in businesses
Invest in businesses
Repurchase Notes under VDRP
Operate specialty stores: Electrical Appliances
Operate specialty stores: Sports Accessories
Owner and management of Fashion Island
shopping complex (Ramindra)
Land development
Build and manage the sky train connection to
department store
13
The Company and its subsidaries
Robinson Department StorePublic Company Limited and its Subsidiaries
Structure of the Company and its subsidiaries
14
Type of
Income/Company
2007 2006 2005% of
Shareholding MillionBath % Million
Bath % MillionBath %
Net sales
-Robinson Department Store Pcl.
-Subsidiaries
CR Ratchaburi
CR Chiang Mai
CR Hadyai
CR Udonthani
CR Ubon Ratchathani
CR Chantaburi
CR Nakorn Sri Thammarat
CR Phuket
Total net sales
Rental and service Income
Share of profits from investments
accounted for using the equity method
Other income
Total income
99.99
89.99
76.00
76.00
74.99
64.99
49.99
49.99
6,845
4,439
11,285
681
133
503
12,602
6,731
4,080
10,811
702
133
2,554
14,200
6,150
3,667
9,817
672
101
365
10,995
54.32
35.23
89.55
5.40
1.05
3.99
100.00
47.40
28.47
75.87
4.95
0.93
17.98
100.00
56.14
33.47
89.61
6.13
0.93
3.33
100.00
Income Structure
Robinson Department StorePublic Company Limited and its Subsidiaries
Structure of the Company and its subsidiaries
15
Categories of ProductsIncome (%)
2007
SOFTLINE
HARDLINE
OTHERS
85.54
14.10
0.36
85.31
14.24
0.45
85.21
14.27
0.52
2006 2005
Business GoalAs a leading retail operator, we strive to be the most preferred department store with widest market coverage in Thailand,
offering merchandises to best fit our customer lifestyle with innovative store formatand services
Income Structure from Sales
Robinson Department StorePublic Company Limited and its Subsidiaries
Structure of the Company and its subsidiaries
16
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
Product lines
Current products can be divided into 2 main categories as follows:
1. Soft Line products reflecting modern preferences and fashion trends, with the main categories as follows:
Menûs Fashion and Ladiesû Fashion
Cosmetics and Accessories
Leather Products
Children Products
This line emphasizes brand names, modernity, quality, variety, and fashion. The nature of product has rapid change.
Customersû purchase decisions depend on current trends.
2. Hard line product can be divided into the following categories:
Home and Kitchenware
Automobiles accessories and equipments
Toy and Gifts
This product line emphasizes quality, functionality, feature, variety, and modernity. Customersû purchase decisions
depend on product features, functions and prices.
Product Group Brand
Kitchenware and bedroom items
Fashion and ladiesû wear
Ladiesû shoes and bags
Menûs wear
Childrenûs products
R*Home, Home Genius, Cuizimate
FOF, Ohayo, Chee, Vivienne, Tasha, Taj,
FOF Accessories, Pacific Union, Pacific Life
FOF
Pacific Union, Snap, True Blue, Otoko,
Beyond Basic
Teeny Tiny, Pumpkin Pie, Beyond Basic
Fashion and ladiesû wear Allure, Centro Moda, I.E., Ying & Yang,
Goelia, Ermis, Voir Shoez, Perllini
17
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
To provide the above products, not only the leading brands which preferred by the customer but the Company
has also developed its own product design, which is different from general products available on the market. The
Company has selected new products with interesting feature and designs in order to increase product
variety and differentiate itself from its competitors. These products are available only at Robinson
(ONLY @ ROBINSON) and can be divided into categories as follows:
Private Label Products:
These comprise products whose brands are developed by the Company itself. The Company considers and
selects only the products demanded by customers and provides them at reasonable price with emphasis on good
quality and modern style. Available throughout 21 stores, the products can be divided into the following categories:
Exclusive Brand Products:
These comprise products which are produced domestically as well as imported international brands which
are exclusively available at Robinson. This is part of the Companyûs differentiation strategy. The products are then
positioned in stores where customer demand for such products and purchasing power is most conducive. This
type of products includes:
Product Group Brand
18
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
One-Price Products ùJust Buyû
A variety of products which are sold at Baht 35 and Baht 52 consisting of products for teenagers and young
professionals. Consumer products such as accessories, cosmetics, stationary, gifts, and home products are also included.
Procurement of products and services
The Companyûs procurement of products is conducted from the centre. The merchandising line at head office
is responsible for controlling in purchase, price negotiation, payment conditions and inventory management in each
store to be at a level as set by the Company. A computerized system has been utilized to control and follow up the
sales and inventory for accurate and efficient management. Of supply chain management, the Company collaborated
with Supply Chain Management Department of Central Retail Corporation Co.,Ltd has developed supply chain system
to be more efficient and put efforts to persuade our suppliers to join in our supply chain system since our system
shall reduce suppliersû overhead cost and be more response relevant to customer needs.
The Company has purchased products from over 2,000 suppliers both domestically and internationally.
Domestic purchases emphasized modern, brand named products that comply with trendy, are of high quality, are
worthwhile, different, and varied in terms of variety and assortment subject to the need of our targeted customers.
In terms of international purchases, the Company itself contacted international suppliers by sending its staff to
survey products and negotiate directly with international manufacturers and suppliers. However, the Company does
not enter into exclusive purchase agreements with specific suppliers. Imported products are mainly from Singapore,
China, Korea, Hong Kong, India, and Japan. The main purpose of international purchases is to offer different, modern,
new and prominent products in the categories of clothing, accessories, childrenûs products, toys, and kitchenware.
Concerning payment conditions, the Company has employed 2 systems, namely a consignment basis of
approximately 75% of sales and credit base of 25%.
19
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
Competitive Strategy
Product
ùModern products and differentiationû
The Company places emphasis on providing modern products that are of great variety, fine quality, are
fashionable, modern and comply with the lifestyles and personalities of customers and are at a price level that is
appropriate for its consumer group. The Company also emphasizes the provision of excellent service and information
on product uses to customers as a value added service for easy decision making.
During the past year, the Company has provided fashion products including Menûs Wear, Ladiesû Wear, home
furnishing items and home-use appliances with emphasis on differentiation of products. The Company has presented
new brands in Menûs Wear and Ladiesû Wear product group such as Pacific Union and Pacific Life Accessories
such as Allure Jewelry and Allure Accessories, Home-use appliances such as Cuizimate (kitchenware), Ella
(Towel), high quality plastic ware from Japan and carpet from India.
Furthermore, the Company stresses the importance of an effective product management policy with the use
of information technology systems. Attention has also been paid to ensure that there is a sufficient and complete
product supply at all branches in order to meet customer demand. The Company also selects products that are
different and outstanding, while continually offering new products such as exclusive collections, to customers in
accordance with seasons and the various festivals that occur throughout the year. And each year, the Company also
provides products in accordance with current market trends.
Service
ùProviding excellent services and adding value to customers with special and beneficial servicesû
The Company stresses the provision of excellent service to customers making them impression and added
value with privilege services, enable customers to make purchase decisions more easily. Services on offer include:
- Product suggestion and fashion consult as well as information on product uses to create customer confidence
in buying products.
- Special services/activities that offer useful knowledge on product uses to customers in the form of activities
which creates enjoyment in shopping, for example, ùBra measurementû which provides a measurement service
and recommendations on how to choose bra, provision of information in cosmetics, spa products and other
services.
- Establish hospitality with customers by giving them a smile and a warm welcome in order to creating a lasting
impression and encourage repeated buying behavior in the future.
- Random quality of service by Mystery Shopper to assure that sales persons truly service our customers with
Robinsonûs service standard.Furthermore, the Company also places emphasis on its perfect facilities including clean restrooms, fitting rooms,
resting area, relax room, parking areas only for our value member, and connecting walkways to BTS stations.
20
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
Regarding other services, the Company selects leased shops which can satisfy the needs of selected
customer groups and align with trends, including shops that provide various products, restaurants, and beauty salons
so that each branch will serve as a one-stop shopping place.
Marketing
ùEmphasize on the modernity and creation of çjust righté marketing activities to become the most preferred
department storeû
The Company places emphasis on creating the Robinson brand strength through the use of various clear,
advertisements and public relations media on a regular basis, so that customers will remember and be loyal to the
Robinson brand. Mass media communication can be conducted by advertising in the newspaper or radio. Specific
communication through leaflets and handbills has also been done. Creation of product differentiation has been
communicated through billboards and leading magazines. Famous people with a personality that reminds people of
Robinson have been used to serve as Robinson brand endorsers to and encourage people to think of Robinson.
The Company organizes key promotional programs in the form of event marketing or themed promotions
quarterly in order to create a shopping atmosphere according to the seasons and festivals. The Company also
implements a pricing strategy at regular intervals by organizing memorable and attractive sales promotion programs
such as the Surprise Sales, First Come First Serve, Lod-Talai Stock, Hot Sales as well as sales promotion activities at
specific departments of each branch. In addition, the Company also focused on modern advertisement and
communication to impress the customers for each season and festival such as Valentineûs Hug Bear, Bra Advisor,
The New Shopping Paradise and Always Loving You Dad
In 2007, the Company kept emphasizing on localized marketing continued from last year and employed the
past successful sales promotion to become key promotional programs of the store in this year such as Women's
Paradise to response to the needs of customers in the area, especially in large provinces in order to stress its
leading position and create opportunities for participating in various activities with customers. Despite of increasing in
sales from this strategy, it also fostered the corporate image and created good relationships with the consumers in
that area. With well-organized customer base, the Company focused on the high spending customer such as modern
ladies group which have prominent lifestyle and also strive to connect with member customers.
21
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
Regarding the customer relations management, the Company, in cooperation with Central Retail Group,
launched The 1 Card which accumulates points when goods are bought and can be redeemed for discounts or gifts.
The objective is to launch this card and to expand the member customer group which will result in the development
of the marketing strategy from the habitual customer database. The card was officially launched in June 2006. In
addition, the Company also cooperated with General Card Services Co., Ltd. to launch the Robinson Visa Card
under the concept: Adding more-than-expected happiness with people of the new generation as the target group
in order to expand its customer base. The card will provide discounts when shopping at Robinson, reward
redemption from accumulated points, special privileges for less installment payments and longer installment terms or
buy first pay later and special discounts during birth months. The card can be divided into 2 levels including the
classic card for those with more than Baht 15,000 of income and gold card for those with more than Baht 20,000 of
income and a supplementary card for those over 18 years of age. The card was officially launched in February 2006.
Store and Location
ùModernized store format, attractive ambience and extensive network of stores throughout nationwideû
The Company recognizes the importance of its locations, which allow great convenience for its target
customer group. In addition, branch expansion in Bangkok and the suburbs as well as large provinces has also been
emphasized in order to provide more convenience to targeted customers. The Company has currently a total of 21
branches both in Bangkok and provincial areas. Furthermore, the Company also renovated and expanded space of
Chiang Mai store to be the most modern and biggest department store in the North and to be a second Flagship
Store of the Company. The Company targets Chiang Mai branch to become a central of fashion and shopping center
in the North area of Thailand. In term of new store opening, Jungceylon branch, Tambol Patong, has been opened to
serve tourist customer both foreign and Thai and also customers in surrounding area.
Regarding its interior and exterior design, the Company stresses modernity, convenience, and brightness, while
creating a new shopping ambience for customersû pleasurable experience. Shop decoration and product layout has
been arranged in a consistent manner, allowing for customer convenience and easy access to products. Mannequins
are also used to show fashion attire and to stimulate customer's awareness of ever-changing fashion trends.
22
Robinson Department StorePublic Company Limited and its Subsidiaries
Nature of Business
Customer Relationship Management
The Companyûs main target groups include modern families and young professionals between the ages of
25-45 who have modern lifestyles and love to spend on popular fashion products at reasonable prices. Customers
who fall into groups such as teenagers, students, and young professionals are those who demand inexpensive products
with fashion.
The branches that are located in tourist areas or areas with overseas residents in close proximity include
Ratchadapisek, Silom, Sukhumvit, Bangrak, Phuket, Chiang Mai, Had Yai and Sriracha. The Company launched the
Tourist Card and VAT refund activities to allow convenience for overseas customers. In addition, special discounts and
sales promotion activities have been organized especially for tourists.
The Company provides special services for loyal customers', who are members of The 1 Card and Robinson
Visa Card including special privileges such as discounts, points accumulation when buying products and rewards
redemption, and also Lifestyle monthly magazine delivered to members. Through this magazine, members are able to
obtain news and information on sales promotion activities, new products, and special activities. At present, the
Company has more than 782,000 members of The 1 Card, 98% of which have continuously visited the department
store. There are currently 60,000 members of the Robinson Visa Card.
23
Risk associated with the competitive environment of the retail business
In 2007, Thailand's economy was continuously affected by negative factors from the year 2006 especially
the political conflict which has created an adverse effect on the confidence of consumers, business operators as
well as investors. Besides this, the domestic consumption has slowed down due to the fact that consumers are
more careful about spending. As the Retail Business Act has not been finalized yet, the retail business operators
especially the modern trade group has accelerated its branch expansion before the (draft) Act is enforced.
Therefore, the competition in the retail business was more violent. As for the department store business, there
was also heavier competition, especially in the Central Bangkok area where selling areas considerably increased
during the past year. Most department store operators employed various marketing strategies such as the
introduction of marketing activities, sales promotions, and discounts in order to stimulate spending by high end
consumers and to compete for more customers in the middle group which is the Company's main targeted
customer group.
The Company created its competitive capability with emphasis on the creation of product and service
difference by providing interesting products, increasing new product brands in the general category and
the differentiated category which was invented and developed by the Company. The Company has continually kept
pace with fashion trends in order to promptly provide products which were in market demand and consistent
with the lifestyles of our targeted customer. In addition, The Company has adapted more effective sales promotion
strategy by increasing marketing activities in branches that are located in the suburbs and provincial areas for
localized marketing promotions. This not only helped increase sales but also create a good corporate image,
while increasing loyalty towards Robinson.
Risk associated with the adjustment of related laws
The City Plan law has produced direct effects on the development of large-sized commercial complex
buildings which also included the construction and expansion of certain segments of some retail businesses such
as large scale retail stores which provide various consumer products. This law has been used by the government as
a means to monitor branch expansion of modern retail stores, as the process of the Retail Business Act enforcement
has not been completed yet. Although the City Plan law has no direct effect on the expansion of department stores,
this law has created an indirect effect on their expansion, as it is more difficult to develop new shopping complexes
and the expansion of retail areas has since slowed down. The shopping complex is a major location for department
store expansion, as it is a commercial point which provides a variety of products and services.
Robinson Department StorePublic Company Limited and its Subsidiaries
Risk Factors
Regarding the (draft) Retail Business Act, its objective is to directly supervise and monitor retail business.
The Act has been continually drafted and improved to include content regarding criteria, methods, and conditions
for operating particular segments of retail business and the permission of branch expansion. The (draft) Act has
been created with the intention of creating balance between large scale retail businesses (which provides basic
consumer necessaries and use pricing strategies) and community retail businesses (grocery). Regarding this matter,
the Company finds that the department store is a retail business which emphasizes fashion products, product
variety, brand name products which are different from consumer products sold in small retail stores. It also provides
other related one-stop services. It is a retail business with particular features that are different from community retail
businesses (grocery). Therefore, the Company's operation, management, and plans for expansion are not opposed
to the idea and intentions of this (draft) Act. It is unlikely that the Company will be directly affected by the (draft)
Act. In addition, in the primary consideration process of the (draft) Act, the department store business has not been
included in the category whose branch expansion needs to be monitored. The Company is confident that if the Act
is enforced, there will be no obstacle for permission of branch expansion.
The announcement of unfair trade practices in commercial business has the objective of setting definitions
and qualifications for trade operators who have power over markets, so that trade and business can be conducted
independently and fairly. This also allows operators to know which action and qualification may be considered false
according to the Trade Competition Act B.E. 2542. However, the Company has always set policies that adhere to
and follow the Act regarding fair trade practices in business operation. Throughout the years, the Company has
developed a good relationship with its business partners. Both assistance and cooperation have been provided for a
long time. Therefore, the announcement of a trade competition committee has had no effect towards the Company.
Risk associated with the dependency of purchasing from suppliers
The Company diversified its purchases from more than 2,000 suppliers in order to increase variety and the
differentiation of products in compliance with the Company's strategy, which also includes reducing dependency on
large purchases from a single, specific supplier. However, the Company still has products that accounted for a total
of 14.01% of sales in 2007, which were obtained from a single supplier whose productsand brand name is very
popular among customers. The Company also acts as a major partner in distributing products for such suppliers in
both Bangkok and provincial. Moreover, there has also been cooperation on the organization of marketing and
promotional activities on a regular basis, as well as product management and supply chain management in order to
provide sufficient products and decrease the exceeding amounts of product.
24
Robinson Department StorePublic Company Limited and its Subsidiaries
Risk Factors
Risk associated with the obsolete products
The Company operates the department store business with emphasis on continually providing fashionable
products as well as modern products. When consumers' trend has changed, the Company's products have become
obsolete and cannot be sold. However, the Company has employed efficient supply chain management system,
while conducting ongoing stock monitoring for up-to-date inventory management. In addition, the Company has set
an accounting policy that included provision for impairment of inventories in the credit stock category which accounted
for 25% of product costs. Moreover, most of the Company's products or approximately 75% of product costs were
in the consignment category which contains no stock, allowing for high flexibility in inventory management. Therefore,
risk associated with the obsolete products has created no effect on the Company's operation.
Risk associated with the dependency of leasehold
The Company owns land and buildings for 2 of its branches and owns rental contracts, sublease contracts,
and leasehold rights on land and buildings from existing owners for the remaining 19 of its department store branches.
The lease contract is a result of the necessity to select high potential areas for operating department store business.
Such land and/or buildings are not normally sold by their owners. They are instead leased out. In some cases, the
cost for acquiring the rights to land and buildings are costly and not worth the investment, especially when compared
to leasing. At present, the remaining term of such lease contracts is between 4 to 25 years. Moreover, certain parts
of the contract already set conditions for contract renewal. Since both parties involved were complying with these
existing contracts, the Company accordingly expects the successful renewal of such contracts in the future.
Regarding risk associated with damages to buildings and property which causes disruption to the department
store operation including fire, natural disasters, and terrorist acts, the Company undertook insurance for damage of
assets owned by the Company and property under the Company's supervision as well as insurance policy which
covered losses to the third party. In addition, insurance for losses of income caused by business interruption was
undertaken in case of temporary operation disruption of any of Robinson's branches. In the case when the Company
owned rental contract on buildings and depended on the management of its existing owner, the risk resulted from
damage and losses of shopping complex buildings and other facilities due to lack of appropriate maintenance may
occur. However, the Company has cooperated and followed up the building maintenance service provided by the
management of the shopping complex on a regular basis to ensure that the shopping complex buildings were safe
and suitable for the Company's business operation.
25
Robinson Department StorePublic Company Limited and its Subsidiaries
Risk Factors
Financial risk
Liquidity
As of 31 December 2007, the Company and its subsidiaries have current assets of Baht 2,814 million and
current liabilities of Baht 3,262 million, representing a ratio of 0.86 times. The Company's current liabilities are mostly
trade accounts payable and more than 75% of the trade accounts payable are those with the condition that payment
will be made only when products are sold. The inventories as they appear in the balance sheets are products with
actual buying conditions, which is a general feature of the retail business in the category of department store. The
average selling period is shorter than the average payment period. Therefore, the fact that the amount of current
liabilities is higher than the amount of current assets has not created any effect on the Company's normal liquidity.
Interest rates and foreign exchange rates
As of 31 December 2007, The Company has no outstanding borrowings, as long-term loan has been paid
off. The Company still has short-term credit facilities with interest rate referring to the interest rate of the financial
market at time of withdrawal. As the amount of borrowings is not high (less than 1% of the Company's total liabilities),
The Company expects that a change in such interest rates will not adversely affect business.
Regarding the risk from foreign exchange rates caused by imported merchandise as a normal business
transaction, The Company currently has a small credit line of letter of credit facility, compared to total amount of
sales. Besides this, The Company also has a policy of making a contract to minimize the risk from unpredictable
foreign exchange rates in advance and in the event of money market fluctuation.
26
Robinson Department StorePublic Company Limited and its Subsidiaries
Risk Factors
27
Company's Securities
On 31 December 2007, the Company had a registered capital of Baht 3,942,847,022.15 with 1,110,661,133 paid-up
capital shares, par value Baht 3.55 each.
Shareholders
Top 10 shareholder list as of 28 December 2007
The Company's ultimate shareholder is Central Retail Group (Chirathivat Family), which comprises of Central Retail
Corporation Co., Ltd. and C.R.G Service Co., Ltd. They jointly hold the company's shares in aggregate of 53.83% of total
outstanding shares.
Central Retail Corporation Ltd.
C.R.G. Service Co., Ltd.
GOLDMAN SACHS & CO
CREDIT SUISSE SINGAPORE TRUST ACCOUNT CLIENTS
J.P.MORGAN IRELAND (NOMINEES) LIMITED 565
HSBC (SINGAPORE) NOMINEES PTE LTD
THE BANK OF NEW YORK (NOMINEES) LIMITED
STATE STREET BANK AND TRUST COMPANY
STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA
STATE STREET BANK AND TRUST COMPANY FOR SWITZERLAND
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
308,162,660
289,645,488
126,860,850
51,992,765
50,000,000
43,343,790
36,842,796
26,483,821
17,343,879
16,048,594
27.75
26.08
11.42
4.68
4.50
3.90
3.32
2.38
1.56
1.44
No. Shareholder's Name No. of Shares %
Robinson Department StorePublic Company Limited and its Subsidiaries
Shareholders and Dividend Policy
28
Dividend Policy
On 26 April 2006, a Shareholder's Meeting approved the Company's dividend payout policy is at the rate of
approximately 40% of profit arising from ordinary business (after corporate income tax).
The Company's dividend payment in the past;
*As a result of good operating business performance together with sufficient cashflow to operating the business as
annual business plan, the board of directors considered appropriate for proposing the Meeting to approve the payment of
dividend for the year 2007 to the holders of ordinary shares at the rate of Baht 0.40 per share. The dividend payment
shall be made on May 23, 2008. The share register book for the right to receive the dividend will be closed on May 8,
2008.
Year
2006
2007*
719
864
0.32
0.40
49.4%
51.4%
Net Profit from ordinary operations(Consolidated)(Million Baht)
Dividend pershare(Baht)
Dividend payout ratioshare(%)
Robinson Department StorePublic Company Limited and its Subsidiaries
Shareholders and Dividend Policy
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
29
Organization Chart
Board of Directors
Audit CommiteeNomination &
Remuneration Committee Board of ExecutiveDirectors
President & CEO
Risk ManagementWorking Team
Corporate GovernanceWorking Team
Internal Audit team
Merchandising Operation Marketing Finance andAdmisnistration
System andBusiness Development
SVP SVP
VP VP VP VP VP VP VP
30
Structure of the Board
The organization structure of Robinson Department Store Public Company Limited consists of the board
of directors which responsible for supervision of the Company's governance, and 5 specific committee which
includes audit committee, board of executive committee, nomination and remuneration committee, risk
management working team and good corporate governance working team with details as follows:
Board of Directors The board of directors carries out the Company's activities in accordance with governing laws, the
Company's objectives and Article of Association, as well as the resolutions of shareholder meetings, the
rules and regulations of the Stock Exchange of Thailand and the Securities Exchange Commission. Directors
shall perform their duties in good faith with due diligence and care in the best interests of shareholders.
They shall also commit themselves to continuing good business ethics and take into account the benefits of
all stakeholders. They shall provide reliable systems for accounting, financial reporting, and account auditing.
To perform their duties, the board of directors may assign directors or other persons to carry out any tasks
under the supervision of the board of directors. Alternatively, the board of directors may assign a power of
attorney to delegate specific tasks to other persons, as agreed by the board within the timeframe specified
by the board.
Scope of Duties and Responsibility of the Board of Directors
1. To consider and approve policies, business plan, and the Company's annual budget.
2. To consider and approve any transactions made by the Company and its subsidiaries which may result
in changes to the Company's financial status, liabilities, and capital structure.
3. To consider and approve an investment of assets with the amount above Baht 200 million per investment.
4. To consider and approve significant engagement in rental or service related to the real estate properties
of the Company and its subsidiaries.
5. To consider and approve the significant activities which includes selling, transferring, and getting rid of
the Company and its subsidiaries' fixed assets
6. To consider, approve or give their consent on connected transactions and transactions which may cause
a conflict of interests between the Company or its subsidiaries and the concerned persons. The board
should monitor compliance with the regulations of the Securities Exchange Commission and the Stock
Exchange of Thailand.
7. To consider, approve, or give their consent on transactions concerning important issues, the acquisition
and trading of assets, all the while ensuring compliance to theregulations of the Securities Exchange
Commission and the Stock Exchange of Thailand.
8. To appoint and set duties and responsibilities of the committees.
9. To nominate directors and to consider and approve the appointment of a President.
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
31
Qualifications of independent directors The Company independent director shall be independence and qualified pursuant to requirement of the
Company which is stricter than the minimum requirement of SET and SEC
1. Holding shares not more than 1 percent of paid-up capital of the company, affiliated company, and associated
company or related company, which shall be inclusive of the shares held by related persons;
2. Being a director who does not take part in the management of the company, affiliated company, associated
company, related company or majority shareholder of the company, and is not an employee, staff member or
advisor who receives a regular salary from the company, affiliated company, associated company, related company
or majority shareholder of the company;
3. Being a director who has no direct or indirect benefit or interest in finance and management of the company,
affiliated company, associated company or majority shareholder of the company, including the benefit or interest
of the said nature during the period of 1 year before his appointment as a member of the audit committee except
where the board of directors has carefully considered that such previous benefit or interest does not affect the
performance of duties and the giving of independent opinions;
4. Being a director who is not a related person or close relative of any management member or majority
shareholder of the company;
5. Being a director whom is not appointed as a representative to safeguard interests of the company's
directors, majority shareholders or shareholders who are related to the company's majority shareholders;
6. Being capable of performing duties, giving opinions or reporting the results of performance of work according
to the duties delegated by the board of directors free and clear of the control of the management or the majority
shareholders of the company including related persons or close relatives of the said persons.
As of December 31, 2007, member of the Company's Board of Directors comprises of;
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
The Company's corporate secretary is Mr. Parivat Sopasit, Vice President-Finance and Administration.
Authorized directors for the Company signage are Mr. Sudhisak Chirathivat, or Mr. Sudhitham Chirathivat, or
Mr. Prin Chirathivat, or Mr. Tos Chirathivat, or Mr. Preecha Ekkunagul, or Mr. Piya Nguiakaramahawongse, or Mr. Pandit
Mongkolkul. Any two of these seven directors are authorized to jointly sign on behalf of the Company with the Company
seal affix.
1. Mr. Sudhisak Chirathivat
2. Mr. Sudhitham Chirathivat
3. Mr. Somchai Apiwattanaporn
4. Mr. Phibul Phatharodom
5. Mr. Vithaya Chavananand
6. Mr. Prin Chirathivat
7. Mr. Tos Chirathivat
8. Mr. Preecha Ekkunagul
9. Mr. Piya Nguiakaramahawongse
10. Mr. Pandit Mongkolkul
Chairman
Vice Chairman
Director and Independent Director
Director and Independent Director
Director and Independent Director
Director
Director
Director and President
Director
Director
32
Audit Committee
As of December 31, 2007, the audit committee comprises of various expertise which is independent director and
their qualification comply with the requirement of SET and SEC. Those 3 directors are;
1. Mr. Somchai Apiiwattanaporn Chairman of the Audit Committee
2. Mr. Phibul Phatharodom Audit Committee
3. Mr. Vithaya Chavananand Audit Committee
The secretary of audit committee is Ms. Jantana Sriviriyalertkul, Head of internal audit team.
Scope of Duties and Responsibilities of the Audit Committee
1. Review the Company's financial reporting process to ensure accuracy and adequacy.
2. Ensure that the Company has an appropriate and effective internal control system and internal audit system.
3. Ensure compliance with securities and exchange laws and SET regulations, or laws concerning the Company's
business.
4. Consider, select, nominate, and determine annual remuneration for the Company's auditor.
5. Consider the disclosure of company information in case of connected transactions or transactions which may
cause a conflict of interests to ensure accuracy and completely.
6. Prepare a report on the audit committee's supervision of business, to be disclosed in the Company's annual
report and signed by the chairman of the audit committee.
7. Perform other tasks assigned by the Company's board with the approval of the audit committee.
Tenure of Audit Committee
1. Chairman of the Audit Committee 3 years
2. Audit Committee 3 years
Board of Executive Directors
As of December 31, 2007 the Company's board of executive directors which appointed by board of directors
comprises of;
1. Mr. Sudhisak Chirathivat Chairman
2. Mr. Sudhitham Chirathivat Executive Director
3. Mr. Prin Chirathivat Executive Director
4. Mr. Tos Chirathivat Executive Director
5. Mr. Preecha Ekkunagul Executive Director and President
The secretary of board of executive directors is Mr. Parivat Sopasit, Vice President-Finance and Administration.
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
33
Scope of Duties and Responsibilities of the Board of Executive Directors
1. Assign power of attorney to the president to act on behalf of the Company and set the scope of responsibilities
for the president to operate day-to-day business.
2. Consider and submit relevant policies, business plan, and annual budget as proposed by the management before
submission to the Company's board of directors for approval.
3. Approve an investment of assets at a credit limit up to Baht 200 million per investment. The board of executive
directors should prepare a quarterly report on details of investments for the Company's board of directors.
4. Trade and transfer the Company's fixed assets with the amount up to Baht 100 million per item.
5. Consider and approve transactions related to banks and financial institutions. This is regarded as an ordinary
trading business operation of the Company.
Nomination and Remuneration Committee
As of December 31, 2007 the Company's Nomination and Remuneration Committee which appointed by board
of directors comprises of;
1. Mr. Somchai Apiiwattanaporn Chairman
2. Mr. Vithaya Chavananand Committee
3. Mr. Sudhitham Chirathivat Committee
4. Mr. Tos Chirathivat Consultant
Scope of Duties and Responsibilities of the Nomination and Remuneration Committee
Nomination
1. Define the scope of work and policy on the selection and recruitment of directors and sub-committee based
on the size, structure, and composition of the Board of Directors, including determination of the qualification of
the candidate for submission for the Board's consideration and/or further to shareholders' meetings for approval.
2. Propose a qualified candidate on the selection and recruitment of the director whose tenure have ended or
unoccupied position for submission for the Board's approval, including for new President who shall be appointed.
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
34
Compensation
1. Define a form of compensation for directors and sub-committee for submission to the Board and further to
shareholders' meetings for approval.
2. Define the method and practice of appropriate compensation both monetary and non-monetary compensation
for submission to the Board and further to shareholders' meetings for approval.
Risk Management Working Team
As of December 31, 2007 the Company's Risk Management Working Team which appointed by board of directors
comprises of;
The consultant of the Risk Management Working Team is Ms. Jantana Sriviriyalertkul, the secretary of Audit Committee
and head of internal audit team.
The secretary of the Risk Management Working Team is Ms. Vasana Samngamnoi.
Scope of Duties and Responsibilities of the Risk Management Workingteam
1. Make suggestions and give support to the Board in formulating the risk management policy and defining
acceptable risk levels.
2. Define the framework of the Company's risk management in line with the risk management policy, and follow
up on its implementation as well as reviewing the effectiveness of the framework.
3. Table a broad view for the Board's consideration of business risks and its management method, and follow up
on results.
4. Review risk management reports, ensure adequate and suitable risk management to acceptable levels, and
ensure continued implementation of risk management.
5. Regularly coordinate with the Audit Committee by sharing information about risks and internal control
potentially affecting the Company's business.
6. Decide and provide recommendations on critical issues which learn from the risk management process.
7. Support a Company culture for adequate risk management and internal control.
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
1. Mr. Vithaya Chavananand Chairman
2. Mr. Preecha Ekkunagul Working Team
3. Mr. Parivat Sopasit Working Team
4. Mrs. Rattana Anoontakaroon Working Team
5. Mr. Anan Tantipanyakun Working Team
35
Good Corporate Governance Working Team
As of December 31, 2007 the Company's Good Corporate Governance Working Team which appointed by board
of directors comprises of;
Scope of Duties and Responsibilities of the Good Corporate Governance Working Team
1. Define the policy and review an adequacy and appropriation of the Company Good Corporate Governance
Policy, including practices of good corporate governance, code of conduct and Corporate Social Responsibility.
2. Quarterly meet up to follow up ongoing the Company's good corporate governance plan as well as the practicing
of the good corporate governance policy of directors, management and employees, to assure that the Company
full comply with the principle of the good corporate governance and operate its business with efficiency,
transparency and be able to examine.
3. Conduct self-assessment pertaining to the principle of the good corporate governance and submit the findings
to the Board for consideration, approval, or comments.
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
1. Mr. Phibul Phatharodom Chairman
2. Mr. Piya Nguiakaramahawongse Working Team
3. Mr. Parivat Sopasit Working Team
1. Mr. Preecha Ekkunagul President
2. Ms. Narttaya Chirathivat Senior Vice President-Merchandising
3. Mr. Gerard McGurk Senior Vice President-Operations
4. Ms. Sirinij Chokchairittikul Vice President-Merchandising
5. Ms. Rattana Anoontakaroon Vice President-Merchandising
6. Mr. Sukitti Kittipassorn Vice President-Business Analysis and Development
7. Mr. Anan Tantipanyakun Vice President-Operation System and Support
8. Ms. Apinun Chatrapongporn Vice President-Commercial Operations
9. Ms. Usara Yongpiyakul Vice President-Marketing
10. Mr. Parivat Sopasit Vice President-Finance and Administration
Executive Officers
36
Scope of Duties and Responsibilities of the President
1. Prepare policies, business plan, and annual budget, to be submitted to the board of executive directors for
consideration and then to the board of directors for approval.
2. Manage the business according to the Company's policies and business plan as assigned by the Company's
board of directors.
3. Approve disbursement of expenses as specified in the budget, and consider and approve investment of assets
at a credit limit with the amount up to Baht 5 million per transaction.
4. To consider and approve the Company's engagement in rental or service of any movable properties which are
considered as normal business operations.
5. To consider and approve the Company's engagement in rental or service of the real estate properties which
are considered as normal business operations. The contract value shall not exceed Baht 50 million and/or three
years of tenure.
6. Consider and approve policy of merchandising, trading policy, marketing, sales, and general asset administration.
Nomination of Directors and ExecutivesNomination Procedure
The Company's Board of Directors has appointed Nomination and Remuneration Committee to have duties and
responsibilities to propose the qualified candidate for the Board's consideration and/or further to shareholders'
meetings for approval.
Appointment of the Company's directors shall be conducted according to the Article of Association as follows:
- The Company's directors need not to be the Company's shareholders. The third person who agrees to be
the Company's director and is appointed by the general shareholders meeting can be the Company's directors.
- The Company's board of directors shall consist of not less than five directors and not less than half of those
shall reside within the Kingdom.
In addition, the Company has adopted the best practices of good corporate governance in regard to the board
structure, where the Company's board of directors shall compose of independent directors at least one third of the
board size.
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
37
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
Criteria and procedure for electing directors at the shareholders meeting are as follows:
In vote for election of directors, majority vote shall be regarded and each shareholder shall have one vote per one
share held by such shareholder.
- Each shareholder may exercise all the votes he/she has to electing each candidate nominated as a director.
- The candidates ranked in order descending from the highest number of votes received to the lowest
shall be appointed as directors until the number of directors to be comprised or elected in such meeting
is filled. In case the votes cast for candidates in descending order are tied, which would otherwise cause
the number of directors to be exceeded, the chairman of the meeting shall have casting vote.
- Regarding the right of minor shareholders to appoint a director, the Company's regulations specify that
each shareholder has one vote for one share. The cumulative voting is not applicable.
The Company's shareholders were invited via SET online system to have a right to propose the person(s) whose
qualification comply with the Article of Association, the Public Company Limited B.E. 2535 Act, and the notice of the
Securities Exchange Commission to the Company's corporate secretary for consideration as the candidate to serve
as the Company director(s) in advance for 2 months before propose to the Nomination and Remuneration Committee's
meeting and the Board's meeting. The shareholder who wish to submit the proposal must have the following qualifications:
1. being the shareholder of the company which can be either one shareholder or combined shareholders.
2. holding minimum shares of not less than 100,000 shares.
3. having continuously held those shares in Clause 2 for at least one (1) year until the date of which the
shareholder proposes the agenda or proposes the person(s).
The Company Secretary shall review the documents initially prior to proposing to the Nomination and
Remuneration Committee for their consideration and opinion to the Board of Directors to consider the appropriation
of further submission to shareholders for the approval. However, the resolution of the Board of Director shall be
deemed the final decision. The name of the nominated person approved by the Board of Director of the Company
shall be included in the agenda regarding the election of the Company's directors, accompanied with the opinion of
the Board of Director and propose to the shareholder meeting for the approval.
The shareholder possessing the qualification in accordance with Clause 1 must submit the "Shareholders
Meeting Agenda Proposal Form" together with complete and accurate supporting documents to the Company
Secretary within January 31, 2008. The Shareholder shall clarify the objective of the proposal, whether for
acknowledgment, consideration or approval.
38
Remuneration of Directors and the Management
Monetary Remuneration
Board of Directors
According to the resolution of the annual general shareholder meeting for year 2007 approved the remuneration
for the members of the entire board not exceeding Baht 4,000,000 (four million baht net), excluding remuneration for
Mr. Preecha Ekkunagul who held another position as the Company's president, in which equivalent to the remuneration
which was approved in 2006. The Nomination and Remuneration Committee and Board of Directors determine the
remuneration of each director as deemed appropriate as follows;
Monetary remuneration of the Board in the year 2007 comprising of meeting fee and quarterly fee for the
Company's directors, Executive Directors, and Audit Committees totaling 10 directors was paid at a total amount of
Baht 1,865,000. Details has shown below;
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
20,000
40,000
30,000
10,000
-
-
-
15,000
15,000
Chairman of the Board of Directors/
Directors/ Independent Directors
Chairman of the Audit Committee
Audit Committee
Type of Director
Meeting Fee (Baht)Quarterly Fee
(Baht)Board of Directors/Board of Executive
DirectorsAudit Committee
180,000.00
180,000.00
180,000.00
140,000.00
160,000.00
130,000.00
130,000.00
275,000.00
245,000.00
245,000.00
1,865,000.00
63,333.33
53,333.33
63,333.33
63,333.33
63,333.33
53,333.33
63,333.33
131,666.67
125,000.00
125,000.00
804,999.98
2007 2006
39
Management
The management consists of 10 executive officers taking the positions of president, senior vice president, and
vice president, as well as management who are also regarded as board members. Remuneration for executives
comprise of monthly salary, bonus, provident fund, and other remuneration (car allowance)
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
47,048,771
None
37,972,486
None
2007 2006
1. Mr. Sudhisak Chirathivat
2. Mr. Sudhitham Chirathivat
3. Mr. Prin Chirathivat
4. Mr. Tos Chirathivat
5. Mr. Preecha Ekkunagul
6. Mr. Piya Nguiakaramahawongse
7. Mr. Pandit Mongkolkul
8. Mr. Somchai Apiwattanaporn
9. Mr. Phibul Phatharodom
10. Mr. Vithaya Chavananand
Chairman
Vice Chairman
Director
Director
Director
Director
Director
Chairman of Audit Committee/
Independent Director
Audit Committee/
Independent Director
Audit Committee/
Independent Director
Grand Total
Directors' Name PositionRemuneration (Baht/year)
Type of RemunerationRemuneration (Baht/year)
Monetary Remuneration
Non-Monetary Remuneration
40
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
Supervision on Inside InformationThe company has clearly established its scope of duty and responsibility of all employees in the form of Job
Description and has trained them to accurately understand their duties and the company's regulations. However,
some duties may occasionally cause inside information to be revealed to employees and perhaps to the public without
permission. Therefore, the company specifically details that only concerned employees can be informed of such important
inside information especially in the case of financial information, by utilizing a computerized system to limit access of
information by any particular level of authority. The company will disclose information to those concerned during the
appropriate time and only without contravention to the related regulations of the SET and other applicable laws. In
addition, the employee shall certify to the Company related to their use of inside information. The company also has
regulations in connection with the disclosure of confidential information. If an investigation finds that an employee has
disclosed confidential information or financial information without permission, said employee shall be subject to strict
punishment by the investigative committee in accordance with the company's regulations.
In the case where the company hires outside contractors to perform particular tasks the company requests that
a contract should be made in terms of protection of confidential information which may be disclosed due to the nature
of the task performed. The hired party must ensure that its staff is under obligation to protect clients' confidentiality.
The staff and executives of the hired party are prohibited from using such disclosed inside information to buy or sell
shares issued by the company either for their own benefit or that of others.
Internal ControlThe Company has an internal control system which is sufficient, appropriate, and effective. With a clear organization
structure, the Company sets a written scope of authority in various operations, authorization limit, operation processes
and responsibility of each party including the board of directors, president, management, and staff. This will allow the
Company to operate its business with accuracy, transparency, verifiability, and to prevent any damages which may
occur. The Internal Control System has been improved for ongoing effectiveness and efficiency. The Internal Audit
section, which is independent from the management reviews operations and the information technology system of all
departments to ensure that all staff in the organization comply with the Internal Control System as set by the Company,
while reporting their performance directly to the Audit Committee on a regular basis. Communication and cooperation
with management regarding audit results, observations, and suggestions was also conducted. In addition, guidelines
to resolve issues appropriately were also set up. Chairman of the Audit Committee reported all audit results to the
Board on regular basis.
Regarding auditor's opinions in the Audit Report of Certified Public Accountant for the year 2007, there were no
material respects that can be considered significant in the Internal Control System of the Compan's accounting and
information technology system.
41
Robinson Department StorePublic Company Limited and its Subsidiaries
Management
In terms of risk management, the Company realizes and stresses the importance of risk management. Therefore,
the Company's board appointed the risk management working team to serve as an important instrument or mechanism
to ensure the Company's effective operation of risk management with an internal control system that sufficiently covers
all risks. In 2007, the working team established the Company's written risk management policy. The working team
comprising management from various operations was also set up to consider risk factors which the Company is facing
and those which may occur in the future. The Training & Workshop for executives was also created. The Company is
currently setting up guidelines that indicate the organizationßs risks and producing risk management handbook.
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
42
Mr. SudhisakChirathivatAge: 62
Position:ë Chairman of Board of Director/Executive (Authorized Director)Relationship among managementë Brother of Mr. Sudhitham and Mrs. Narttaya ë Uncle of Mr. Prin and Mr. Tos Education:ë Bachelor Degree in Mathematics, St. Fisher College, U.S.A. ë Director Certification Program (DCP) 2007 ë Director Accreditation Program (DAP) 2007, Thai Institute of Directors Association No. of share holding (shares): NoneExperiences:ë 1994 President of Industry and Retail Business, Companies in Central Group ë 2000 Chairman of the Executive Board, Central Marketing Group Co., Ltd. ë 2001-Present Executive Board, Central Group of Companies ë 2003-Present Director/Executive Board, Central Pattana Pcl. ë 2003-Present Director/Executive Board, Central Plaza Hotel Pcl.ë 2006-Present Chairman and Chairman of the Executive Board, Robinson Department Store Pcl.
Mr. SomchaiApiwattanapornAge: 57
Position:ë Director/Independent Director/Chairman of the Audit CommitteeEducation:ë Bachelor Degree in Accounting, RamKhamhaeng University ë Master of Art (Public Management), RamKhamhaeng University ë Defense College Graduated (Wor Por Ror Or -2546) ë Certified Public Accountant ë Director Certification Program (DCP) 2006, Director Accreditation Program (DAP) 2004, Thai Institute of Directors Association ë Capital Market Academy Leader ProgramNo. of share holding (shares): NoneExperiences:ë 2003-2004 Chairman of Asset Management Committee, Director, TMB Bank Pcl. ë 2003-Present Deputy Director, Excise Department ë 2003-Present Vice Chairman of Committee, Playing Card Factory Committee, Excise Department, Ministry of Financeë 2005-Present Member of Federation of Accounting Professions Tax Accounting Committeeë 2005-Present Director, Liquor Distillery Organization, Excise Department, Ministry of Finance ë 2006-Present Chairman of Audit Committee and Independent Director, Robinson Department Store Pcl.
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
43
Position:ë Director/Executive Director (Authorized Director)r)Relationship among managementë Nephew of Mr. Sudhisak, Mr. Sudhitham, and Mrs. Narttaya ë Brother of Mr. Prin Education:ë BA Wesleyan University, CT, USA ë MBA (Finance) Columbia University, NY, U.S.A.No. of share holding (shares): NoneExperiences:ë 1996-2001 Chief Operational Officer, Central Retail Corporation Co., Ltd. ë 2002-Present Chief Executive Officer Central, Retail Corporation Co., Ltd. ë 2006-Present Director/ Executive Board, Robinson Department Store Pcl.
Position:ë Vice Chairman of Board of Director/Executive Director (Authorized Director)Relationship among managementë Brother of Mr. Sudhisak and Mrs. Narttaya ë Uncle of Mr. Prin and Mr. TosEducation:ë Bachelor Degree in Electrical Engineering University of Maryland (College Park), U.S.A.ë MBA (Operations Research) Iona University, New York, U.S.A. ë Director Certification Program (DCP) 2003, Thai Institute of Directors Association ë Defense College Graduated - 4313 (Wor Por Ror Or - 4313)No. of share holding (shares): NoneExperiences:ë 2002-Present Executive Committee Retail and Real Estate, Central Group of Companies, Chairman, Earth Care Co., Ltd., Executive Director, The Vintage Club Co., Ltd., Director, Central Holding Co,. Ltd., Executive Director, Central Plaza Hotel Pcl., Director, Central Pattana Pcl., Director, TT&T Pcl. ë 2006-Present Member of the National Legislative Assembly ë 2006-Present Director/Executive Board, Robinson Department Store Pcl.
Mr. SudhithamChirathivatAge: 60
Mr. TosChirathivatAge: 43
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
44
Position:ë Director/Executive Director (Authorized Director)Relationship among managementë Nephew of Mr. Sudhitham, Mr. Sudhisak, and Mrs. Narttaya ë Brother of Mr.TosEducation:ë Bachelor Degree, Skidmore College, U.S.A. ë MBA Sasin Graduate Institute of Business Administration, Chulalongkorn University ë Director Certification Program (DCP) 2000, Director Accreditation Program (DAP) 2005, Audit Committee Program (ACP) 2005, The Role of Chairman (RCM) 2005, Thai Institute of Directors Association ë Capital Market Academy Leader ProgramNo. of share holding (shares): NoneExperiences:ë 1999-2006 Director, Indhra Insurance Pcl. ë 2002-2006 Director, Dhanamitr Factoring Pcl.ë 1995-Present Director, General Card Services Ltd. ë 1996-Present Director/Executive Board, Central Retail Corporation Co., Ltd. ë 2002-Present Executive Board, Central Group of Companies ë 2004-Present Member of Board of University Affairs, Chiangrai Rajabhat University ë 2004-Present Consultant, Market for Alternative Investment (MAI) ë 1993-Present Director/Executive Board, Central Plaza Hotel Pcl. ë 1994-Present Director/Executive Board, Central Pattana Pcl. ë 1999-Present Director, Malee Sampran Pcl. ë 2003-Present Chairman of Audit Committee, Bualuang Securities Pcl. ë 2006-Present Director/Executive Board, Robinson Department Store Pcl.
Mr. PrinChirathivatAge: 45
Position:ë Director/Executive Director/President (Authorized Director)Education:ë Bachelor Degree in Chemical Engineering, Chulalongkorn University ë Master Degree (Industrial and Management), Asia Institute of Technology ë Director Certification Program (DCP) 2005 ë Director Accreditation Program (DAP) 2004, Thai Institute of Directors AssociationNo. of share holding (shares): NoneExperiences:ë 1995-2000 Managing Director, BigC Supercenter Pcl. ë 2000-2003 President, CRC Power Retail Co., Ltd., B2S Co., Ltd. ë 2003-Present President/Director/Executive Director, Robinson Department Store Pcl.
Mr. PreechaEkkunagulAge: 49
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
45
Position:ë Director (Authorized Director)Education:ë BS (Electrical Engineering) and BS (Management), Massachusetts Institution of Technology, Cambridge, U.S.A. ë MBA and MS (Electrical Engineering), University of Southern California, Los Angeles, U.S.A. ë Director Certification Program (DCP) 2005, Thai Institute of Directors AssociationNo. of share holding (shares): NoneExperiences:ë 1997-Present Senior Vice President Finance and Account, Central Retail Corporation Co., Ltd. ë 1997-Present Director, Robinson Planner Co., Ltd. ë 2006-President Director, Robinson Department Store Pcl.
Mr. PiyaNguiakaramahawongseAge: 50
Position:ë Director (Authorized Director)Education:ë Bachelor Degree in Accounting, Chulalongkorn University ë MBA (Finance and International Business) Sasin Graduate Institute of Business Administration ë Director Certification Program (DCP) 2003, Thai Institute of Directors Association ë Capital Market Academy Leader ProgramNo. of share holding (shares): 225Experiences:ë 1992-Present Vice President, Central Department Store Co., Ltd. ë 1993-Present Director, Earth Care Co., Ltd. ë 2005-Present Director, Andaman Capital Co., Ltd. ë 2004-Present Director, CG Broker Co., Ltd. ë 2000-Present Director, Robinson Planner Co., Ltd.ë 2004-Present Chairman of the Executive Board Dhanamitr Factoring Pcl. ë 2006-Present Director, Malee Sampran Pcl. ë 1996-Present Director, Robinson Department Store Pcl. and its Subsidiaries
Mr. PanditMongkolkulAge: 45
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
46
Position:ë Director/Independent Director/Audit Committee Education:ë Bachelor Degree (Accounting and Law), Thammasat University ë M.S. (Accounting) University of Kansas, U.S.A. ë Director Accreditation Program (DAP), 2004, Audit Committee Program (ACP), 2005, Thai Institute of Directors Association No. of share holding (shares): NoneExperiences:ë 1999-2005 Independent Director/Audit Committee, Central Plaza Hotel Pcl. ë 1969-Present Partner/Certified Public Accountant, Phatharatham Auditing Office ë 2006-Present Independent Director/Audit Committee, Robinson Department Store Pcl.
Position:ë Director/Independent Director/Audit CommitteeEducation:ë Bachelor Degree (Political Science Finance), Chulalongkorn University ë MBA, Webster University, U.S.A. ë Director Accreditation Program (DAP) 2006, Thai Institute of Directors Association ë Director Certification Program (DCP), Thai Institute of Directors AssociationNo. of share holding (shares): NoneExperiences:ë 1986-Present Vice Chairman, Wijitpan Palm Oil Co., Ltd., Managing Director Wijitpan Suan Palm Co., Ltd., Director Wijitpan Construction Co., Ltd., Managing Director, CVN Developement Co., Ltd., Director, Chavananand Construction Co., Ltd, Director, Wijitpan Real Estate Co., Ltd., Director Wijitpan Palm Co., Ltd., ë 2006-Present Independent Director/Audit Committee, Robinson Department Store Pcl.
Mr. PhibulPhatharodomAge: 74
Mr. VithayaChavananandAge: 50
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
47
Position:ë Director/SVP-Merchandising (Authorized Director)Relationship among managementë Sister of Mr. Sudhisak, and Mr. Sudhitham ë Aunt of Mr. Prin and Mr. TosEducation:ë BS (Economic) University of Hartford, CT, U.S.A. ë MBA University of Hartford Paris, FranceNo. of share holding (shares): NoneExperiences:ë 1995-Present SVP-Merchandising, Robinson Department Store Pcl.
Position:ë VP-Commercial OperationsEducation:ë HND in Business Practices and Business Computer Practices, Dundee College of Commerce ë 5'0' Grade-3'H'Level, Lawside RC AcademyNo. of share holding (shares): NoneExperiences:ë 1998-2000 District Manager, Robinson Department Store Pcl. ë 2000-2002 Managing Director Planer Sports China Limited, TS Lifestyle Thailand Limited ë 2003-Present VP-Commercial Operations, Robinson Department Store Pcl.
Mrs. NarttayaChirathivatAge: 44
MR.GERARDMcGURKAge: 41
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
48
Position:ë VP-Business Analysis and DevelopmentEducation:ë Bachelor Degree in Pharmacology, Mahidol University ë MBA, Thammasat UniversityNo. of share holding (shares): NoneExperiences:ë 1997-2006 VP-Operation Systems and Support, Robinson Department Store Pcl.ë 2007-Present VP-Business Analysis and Development, Robinson Department Store Pcl.
Mr. SukittiKittipassornAge: 51
Position:ë Company Secretary/VP-Finance and AdministrationEducation:ë Bachelor Degree in Accounting, Chulalongkorn University No. of share holding (shares): NoneExperiences:ë 1995-2001 Accounting and System Manager, Siam Gardian Glass Co., Ltd. ë 2001-2003 Accounting Director, CRC Power Retail Co., Ltd. ë 2003-Present VP-Finance and Administration, Robinson Department Store Pcl.
Mr. ParivatSopasitAge: 49
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
49
Position:ë VP-MarketingEducation:ë Bachelor Degree in Marketing Management, ABAC ë MBA (Business Communication) Bentley College Boston, U.S.A. No. of share holding (shares): NoneExperiences:ë 1998-2000 Senior Marketing Manager, Krungsri-GE Bank Card, GE Capital Thailandë 2000-2003 Customer (Non-Auto) Insurance Product Leader, GE Capital Thailand ë 2004-Present VP-Marketing, Robinson Department Store Pcl.
Miss. UsaraYongpiyakulAge: 42
Position:ë VP-MerchandisingEducation:ë Bachelor Degree in Communication Arts, Bangkok University ë MA (Communication) International Program, 1st HONOR (Golden Medal), Bangkok University No. of share holding (shares): NoneExperiences:ë 1995-2002 Regional Store Manager, Mark &Spencer (United Kingdom), Marks & Spencer (Thailand), ë 2002-2005 General Manager-Merchandise Ready to wear (Credit-Differentiate), Robinson Department Store Pcl. ë 2005-Present VP-Merchandising, Robinson Department Store Pcl.Miss. Sirinij
ChokchairittikulAge: 32
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
50
Position:ë VP-MerchandisingEducation:ë BBA (General Management) at Sukhothaithammathirat University ë MBA at National Institution of Development Administration Bangkok, ThailandNo. of share holding (shares): NoneExperiences:ë 1997-2006 VP-General Merchandising BigC Supercenter Pcl. ë 2006-Present VP-Merchandising, Robinson Department Store Pcl.
Miss. RatanaAnoontakaroonAge: 48
Position:ë VP-Store Commercial OperationsEducation:ë Bachelor of Science Kasetsart University ë Master of Public Administration Program National Institute of Development AdministrationNo. of share holding (shares): NoneExperiences:ë 2004-2006 District Manager, Robinson Department Store Public Company Limited ë 2007-Present VP-Store Commercial Operations, Robinson Department Store Pcl.
Miss ApinunChatrapongpornAge: 44
Robinson Department StorePublic Company Limited and its Subsidiaries
Information of Board of Directors
51
Position:ë VP-Operation Systems and Support Education:ë Bachelor Degree (Auditing), 1st Honor, The University of the Thai Chamber of Commerceë Master Degree (Master of Public and Private Management) National Institute ofDevelopment AdministrationNo. of share holding (shares): NoneExperiences:ë 1995-2003 Store General Manager, Big C Supercenter Pcl. ë 2003-2007 Analysis Project and Director, Robinson Department Store Pcl. ë 2007-Present VP-Operation Systems and Support, Robinson Department Store Pcl.Mr. Anan
TantipanyakunAge: 41
52
The Company's board of directors approved a written good corporate governance policy with principles and practices that comply with Good Corporate Governance Principles of Listed Companies (2006) of the Stock Exchange of Thailand. This policy can be divided into 4 sections including section 1 The Company's board of directors, section 2 rights and equitable treatment of shareholders, and roles of stakeholders, section 3 information disclosure and transparency, and section 4 business ethics. The Company's board of directors assigned the corporate governance working team to be responsible for setting up policy and guidelines for good corporate governance and business ethics, while reviewing and modernizing such policy and guidelines to be suitable for current situation. The Company's board of directors, management, and staff are encouraged to strictly follow the policy and guidelines. The Company's board of directors has a strong belief that good corporate governance serves as an important factor to set up a power controls, checks-and-balances mechanism for a transparent and fair business operation which is open to scrutiny. This will help add value and returns to the Company's shareholders in the long run.
Summary of Good Corporate Governance Practices
Rights of Shareholders Recognizing the importance of shareholders rights, not only the basic rights but also other rights. The Company shall not do anything to infringe their rights or to deprive them of their rights. In 2007, the Company strived to enhance the efficiency of distribution of necessary news and information procedure to ensure that shareholders will receive sufficient and accurate information on the Company in a timely manner before making decisions. It also includes the right to receive stock certificates, to transfer shares, and to receive dividends. The Company supported shareholders to attend the shareholders' meeting. There is no restriction on the right to attend the meetings for shareholders who show up late. The Company facilitated shareholders to attend the meetings both in terms of venue, food and beverages preparation as well as proper time setting. Regarding meeting notices, the Company provided shareholders, in advance of meetings, with meeting notices that contain all agenda details, each with the board of directors' opinions, supporting information on agenda details, details about the credentials each shareholder needs to bring to the meeting. All supporting documents both in Thai and English versions along with the proxy forms were also posted on the Company's website at least 30 days in advance of meeting. Such documents were also sent to shareholders at least 14 days prior to the meeting. Since 2006 upon the completion of the Company's rehabilitation plan, shareholders' meetings have been held. The Company has not distributed any documents that contained additional information at the meetings. There have been neither additional meeting agendas nor changes on important information without prior notice. At the meeting, chairman of the Company's board of directors informed shareholders of their voting right and explained clearly how ballots are cast and counted. The minutes of the meeting were complete and accurately recorded along with the voting results of each agenda item, which must also be provided on the Company's website within 14 days after the meeting. The Company encouraged its board of directors especially the chairman, chairman of the sub-committee, and president to attend the shareholders' meetings with prior notices to enable all directors to allocate time for the meeting. In addition, shareholders were encouraged to submit their questions in advance of the meeting by sending letters to the Company's secretary or via e-mail: [email protected]. Shareholders were also able to address their opinions and questions related to the Company's operation at the meeting.
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
53
Equitable Treatment of Shareholders The Company provided the right of minority shareholders to nominate candidates for director positions, to propose any agenda items to the Company's secretary for the board of directors' consideration up to 2 months ahead of the board of directors meeting to set up agendas for the shareholders' meetings. Shareholders who cannot attend the meeting were able to vote by proxy or appoint independent directors as their proxies. This serves as an option for shareholders to appoint at least 2 independent directors who have no connection with the agenda items on the proxy forms. This has enabled shareholders to appoint their proxies to attend the shareholders' meeting. For director election, the Company specified that each director nominee is voted on individually. Shareholders are also encouraged to use the proxy forms which can decide balloting directions (Proxy Form B). In addition, the Company also provided the custodian proxy form for international shareholders in a category of institution (Proxy Form C). Regarding details of information for each agenda in the meeting's supporting documents for shareholders' consideration, the Company followed and adhered to the practical guidelines of the AGM Checklist provided by the Securities and Exchange Commission (SEC) In addition, the Company requested that new executives report the holding of securities and also the transfer of securities to the Securities and Exchange Commission (SEC) pursuant to section 59 under the Securities and Exchange Act B.E. 2535. In addition, the Company also clearly specified the duties and responsibilities of the executives and organization units by prohibiting executives or any persons who have inside information from disclosing such information to outsiders or non-engaged persons, except if the disclosure is made to the public as specified in the regulations of the Stock Exchange of Thailand. Any violation shall be subject to disciplinary action according to the company's regulations.
The Role of Stakeholders in Corporate Governance Apart from shareholders, the Company takes into account all groups of stakeholders, making sure that they are treated fairly and in accordance with their legal rights as specified in the laws that concern stakeholders and/or through mutual agreements with the Company. Written business ethics was produced to enable directors, executives, and staff to understand and recognize the ethical standard that has been employed in the Company's business operation. The Company strongly hopes that everyone in the organization will strictly comply with the guidelines of practices, while promoting conduct that expresses its responsibility towards stakeholders. The Company realizes that all stakeholders play a supportive role in the Company's long-running success with details as follows:
Employees: The Company has been striving to develop and create a good relationship between the Company and its staff by treating them according to the regulations set out under the labor and social welfare law. It strictly respects staff's individual rights, and provides proper remuneration and welfare benefits in comparison with those in the same business group. The Company set up a working unit particularly responsible for staff welfare benefits at all branches to ensure that the Company's staff as well as the sales staff employed by our business partners receives a fair treatment from the Company, while working in a proper and safe environment. Various activities have been organized for staff to promote teamwork and create pleasant atmosphere.
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
54
Partners and/or Creditors: The Company strictly observes and adheres to all its obligations to partners and/or creditors. It has regulations to prohibit executives or staff from performing any illegal or unethical practices against partners and/or creditors by admitting or asking for any properties or benefits. Should there be any evidenceor information of unethical practice the Company or partners and/or creditors must inform or disclose such information for joint consideration to find a solution to the problem in order to prevent any losses which may occur in the future.
Customers: The Company attempts to create customer satisfaction by providing fine quality products that meet customers' demands at reasonable price as well as excellent service. It also conducts its business rightly and equitably. The Company has a strict policy of preventing the confidential information of customers. Customers have a chance to make complaints or queries at all time.
Competitors: The Company abides by the framework, rules and ethics of fair competition, and will not destroy the reputation of its competitors through pricing strategy or any unethical strategies.
Community and Environment: The Company has a policy to continually support activities which are beneficial to the community and environment. It will not take any illegal action or support any illegal action which is harmful to the natural resources and community.
Information Disclosure and Transparency The Company stresses the importance of the disclosure of information including financial reports and business information that is accurate, complete, transparent, equitable, and on a timely basis through the communication channel of the SET and the Company's website www.robinson.co.th. For investor relations, the Company assigns the financial management and investor relations section, financial management division, along with the president and vice president of finance and administration to be responsible for duties related to investor relations in order to communicate important and beneficial information to the institutional investors, shareholders, stock analysts, press and general public. In the year 2007, investor relation activities included a non-deal road show among company's executives, international investors, and analysts, along with securities companies; domestic press meetings; investors' and analysts' company visits; and conference calls to acquire information on the Company's performance. The Company also participated in meet the investor activity in cooperation with the SET, or Thailand Focus event.
Investors can contact the Company's investor relations section at tel. 0-2248-2626 ext. 732, 733 or e-mail: [email protected]. This will serve as a communications channel between the Company, shareholders and investors. Regarding the quality of financial reports, the Company's board of directors is responsible for consolidated financial statements of the Company and its subsidiaries (approved by the Company's auditor) as well as financial information presented in the annual report. The Company's board of directors appoints the audit committee which consists of an independent committee responsible for the quality of financial reports and internal control system. For the year 2006 financial report, the board of directors had the opinion that such financial statements were prepared in accordance with Thai General Accepted Accounting Principles through the adoption of the appropriate accounting policy and consistent practice of that policy, including the disclosure of substantial information in the Notes to the financial statements of the Company and its subsidiaries.
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
55
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
Responsibilities of the Board
Board Composition In 2007, the company's board of directors appointed at the shareholders' meeting consisted of directors with various qualifications in terms of skills and experience in managing retail business and department stores, as well as expertise in particular fields such as accounting, finance, and law. The board of directors comprises ten members including: - 1 Executive Director - 6 Non- Executive Directors - 3 Independent Directors (Independent Directors are 30%)
However, there are currently 3 independent directors or 30% which may lead to unclear checks-and-balances system of the board of directors' control and management duties. Therefore, the nomination and remuneration committee nominated another independent director at the board of directors' meeting in order to submit to the shareholders' meeting at the general shareholders' meeting for the year 2008 for approval of appointment of new director. Upon approval at the shareholders' meeting, the composition of the Company's board of directors may change in compliance with the good corporate governance principles related to the board of directors' structure that comprises independent directors which must account for one-third of the board. This will lead to clarity in checks-and-balances system.
Roles and Responsibility of the BoardThe board of directors authority and responsibilities include:
- Carries out the company's activities in accordance with governing laws, the company's objectives and Article of Association, as well as the resolutions of shareholder meeting. Directors shall perform their duties in good faith, with due diligence and care for the Company's interest.
- Directors must possess honesty, faithfulness, business ethics, skills, experience and expertise that are useful to the Company and also put all efforts to the Company.
- Be consistently accountable to the shareholders and protect the benefit of each shareholder equally. The Board arrange for the disclosure of Company information to shareholders, investors, and all stakeholders. Such information must be correct, complete, standardized, transparent, and timely.
- The Board shall define the Company's vision, strategies, policy, and business directions and ensure that the business is efficiently and effectively administered by the management team under the Company's policy to add the highest value, which must be secure and sustained, to the Company and shareholders. The Board regularly monitors business performance by setting up the Board's Meeting in every quarter.
- The Board shall provide reliable systems for accounting, financial reporting, account auditing, including the efficient internal control system and internal audit, which the Board appointed the Audit Committee to be responsible for this matter.
- The Board shall provide efficient risk management and regular monitoring including good corporate governance practices. The Board set up the Risk Management Working Team and the Good Corporate Governance Working Team which appointed Independent Director as chairman of each working team. The working teams shall be conduct the Company's risk management and good corporate governance.
56
- The Board shall arrange a corporate secretary to assist the Board in its various activities and run the business in line with the related laws and regulations.
- Independent directors should exercise independent discretion in the formulation of strategies, management of work and resources, appointment of directors, and determination of business standards. They should also be ready to disagree with management team members and other directors on matters that may affect the equality of each shareholder.
- Chairman of the Board does not be the same person of the President of the Company for duties and responsibilities desperation and hold balance of operation power.
The number of board position The Company defines limit of the number of board positions that a director can hold which shall not exceed 5 positions during his/her tenure in order for director to have time to attend the meeting for following up the Company's business performance. While, the Company's president shall limit to be the president of a listed company only in order for he/she to have sufficient time to conduct the business operation.
Committee and Working Team
In 2007, the Board considered and appointed the additional Committees as appropriate. The new appointed committees are responsible for specific duties which expertise is needed to consider and review on the assigned work as its delegation. The Committees shall report their duties to the Board according to annual schedule. Details of committees have shown as the followings;
1. Audit Committee the structure of audit committee comprises of 3 independent directors and one of them must possess the knowledge of finance and/or accounting.
2. Nomination and Remuneration Committee the structure of the committee comprises of 2 independent directors as minimum, where the proportion of independent director shall not less than two-third of the committee size and being the chairman of the committee.
3. Risk Management Working Team the structure of the working team comprises of 1 independent director as minimum and also being the chairman of the working team.
4. Good Corporate Governance Working Team the structure of the working team comprises of 1 independent director as minimum and also being the chairman of the working team.
The Board MeetingsThe Company's Board of Director Meetings is held on regular basis, at least on 1 meeting in every quarter. The
Board has set its meeting schedule in advance for every quarter and sends notice of the meeting along with a meeting agenda and meeting documents of each agenda to each director in advance of the meeting date so that the directors have sufficient time for their consideration. In the event that queries are raised from director, each director has their right to examine the meeting document and other important documents and the management shall state it clearly.
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
Directors' Name Position
Meeting Attendance
(No. of Attendance / No. of Meeting)
Board of
DirectorsAudit Committee
Of the Board Meeting, the chairman of the Board, President, and corporate secretary set the meeting agenda and all important issues together including the Company and its subsidiaries' acquisition or disposal of assets which is significantly impact on the Company, investment project, as well as connected transactions, in such case, these issues shall be proposed to the board of executive directors and/or audit committee for their consideration and state their opinion before propose to the Board.
In the agenda that one of the director who has interest in transaction shall be in the meeting room before the Board consider and make decision on that agenda.
57
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
5/5
5/5
5/5
4/5
4/5
5/5
5/5
4/5
5/5
5/5
-
-
-
-
-
-
-
5/5
5/5
5/5
Details of the meeting attendance of the Board of Directors and Audit Committee in 2007
1. Mr. Sudhisak Chirathivat
2. Mr. Sudhitham Chirathivat
3. Mr. Prin Chirathivat
4. Mr. Tos Chirathivat
5. Mr. Preecha Ekkunagul
6. Mr. Piya Nguiakaramahawongse
7. Mr. Pandit Mongkolkul
8. Mr. Somchai Apiwattanaporn
9. Mr. Phibul Phatharodom
10. Mr. Vithaya Chavananand
Chairman
Vice Chairman
Director
Director
Director
Director
Director
Chairman of Audit Committee/
Independent Director
Audit Committee/
Independent Director
Audit Committee/
Independent Director
Board Self Assessment The Company conducts self assessment for the Board of Directors and Audit Committee at least 1 time per year.
Board and Management Training The Company encourages each director including corporate secretary to attend a course from Thai Institute of Directors (IOD) and from other institutions in order to increase their caliber and deem beneficial to the Company's current corporate governance appropriately. In 2007, 90% of the directors in the Board have attained the certificate from IOD. The Company has determined president and senior vice president to establish his/her succession plan and report the progress to the Board of Executive Directors.
Social Responsibility
The Company has a policy to promote social responsibility on a regular basis, while creating awareness of theCompany's staff at all levels of each branch to enable them to recognize the importance of society and environmentthrough the Company's internal network system. In 2007, the Company focused on promoting 4 activities includingblood donation in cooperation with the Thai Red Cross, provision of assistance to the community and environmentalpreservation, provision of support in terms of education and sport, and making contribution to the Buddhism.
The Company provided cooperation to the private sector and government sector such as support to the blood donationcenter of the Thai Red Cross including support to HRH Princess Maha Chakri Sirindhorn' s mobile blood donation unitproject, promotion on blood donation, and production of souvenirs to be given to blood donors to celebrate His Majesty's80th birthday. Head office's staff and those working at the Company's branches are encouraged to donate blood annually.Support to the regional Red Cross in provinces where the Company's branches are located was also provided.
Regarding contribution to the community and environment preservation, the Company conducted activities throughvarious environment foundations such as the Environment Foundation. These included production of t-shirts for blooddonors, blanket donation for those suffering cold weather, and provision of donation boxes at all branches to collectmoney to support various projects of the Environment Foundation. In addition, support to other projects was alsoprovided including Love The King Project and holy candle production to celebrate His Majesty's 80th birthday.
Recognizing the importance of Thai children's education, the Company provided financial support for study materialsas well as renovation of school's building in rural areas. The Company also supported various sport competition activitiesto contribute to the good health of people.
Moreover, great efforts have been exerted to preserve and promote Buddhism in order to conserve traditional Thaiculture and traditions. These included support to the annual Buddhist Lent of Ubon Ratchathani province as well aspromotion of various activities related to Buddhism important occasions.
58
Robinson Department StorePublic Company Limited and its Subsidiaries
Good Corporate Governance and Corporate Social Responsibility
59
Robinson Department StorePublic Company Limited and its Subsidiaries
Report of the Audit Committee
Dear Shareholders of Robinson Department Store Public Company Limited
In 2007, the Audit Committee performed their duties and responsibilities as assigned by the Companyûs board
of Directors in compliance with the regulations of the Stock Exchange of Thailand. The Committee held 5 meetings in
all that participated among management, auditors and internal auditors according to the appropriate agendas. The
Audit Committee reported, expressed their opinions, and offered suggestions as deemed necessary. Duties performed
were, in summary, as follows:
Procedures for Making Financial Reports and the Disclosure of Information
The Audit Committee reviewed quarterly and annual financial statements, cooperates with the Companyûs
Management and auditors. These were for the making of disclosure of information approval that is accurate to the
main point and to the principle of accounting with Generally Accepted Accounting Practices. They also ensured that
important information, connected transactions, and transactions which may cause conflict of interest were sufficiently
and credibly disclosed. Including, the committee considered and providing suggestions to auditing planning and
auditing result from auditors, before propose to the Companyûs board of Directors for approval.
Internal control system and internal audit
The Audit Committee supervised internal audit operations in compliance with professional standards, a
computerize system has been utilized to support internal audit operations and to enhance the efficiency of the
internal audit procedures, and had more concisely Internal control system. They also agreed annual auditing planning
and reported auditing result, together with, providing advices to office of internal control and the Companyûs
Management for improving procedures. In addition, the committee considered and supported workforce and ongoing
personnel development of internal team.
Compliance with regulations and related laws
The Audit Committee consistently reviewed the Companyûs compliance subjected to the Securities and Stock
Exchange Act, Regulations of the Stock Exchange of Thailand, and other related business laws.
Disclosure of information of connected transactions
The Audit Committee considered the Companyûs inter-transactions and the disclosure of information on
related transactions which may cause conflict of interest on a regular basis. Also, they provide suggestions to the
Companyûs Management to assure that it has transparency, entirety and accuracy in practice.
60
Robinson Department StorePublic Company Limited and its Subsidiaries
Risk management
The Audit Committee considered and gave their opinions to the report of the Companyûs risk management
and also reported the progress of the Company's risk management. The Audit Committee also exchanged the
knowledge and information related to risk and internal control, which has caused or may cause effects on the
Company with the Risk Management Committee, risk management working group and Management continuously.
Good Corporate Governance
The Audit Committee continuously fosters and follows up good Corporate Governance practices, while
providing suggestions necessary for improving such practice. Moreover, they also pushed forward the Corporate
Governance workingteam to perform and follow up the improvement more actual.
Selection and appointment of auditor
The Audit Committee estimated overall operation in 2007, the result was satisfied. They determined
remuneration for auditing fees compare with the range of work which is expanding. Then they proposed to the
Companyûs board the appointment of KPMG Phoomchai Audit Ltd. as the Companyûs Auditors for the year 2008 with
remuneration to the amount of Baht 4,339,000. Remuneration for the Auditors of subsidiaries was Baht 2,135,000. Total
remuneration for the Company and its subsidiaries was Baht 6,474,000. This will be submitted to the shareholders
meeting for their approval.
Self-assessment of the Audit Committee
Assessment of the Audit Committeeûs performance for the year 2007 was done on 28 January 2008 and
yielded satisfactory results.
The Audit Committee concluded that the Company has appropriate and reliable procedures for making
financial reports and the disclosure of information, as well as a sufficient internal control system and also has
continually improvement to support satisfactory Corporate Governance procedures.
Report of the Audit Committee
(Mr. Somchai Apiwattanapron)Chairman of the Audit Committee
February 2008
61
The Board of Directors is responsible for financial statements of Robinson Department Store Public Company
Limited and its subsidiary. The financial statements and information set out in Annual Report have been prepared in
compliance with the generally accepted accounting principles in Thailand and other appropriate and consistent
accounting policies and with careful consideration. Thus the company has disclosed all important information in the
Notes under the Financial Statements, in a proper and highly transparent manner.
The Board of Directors provides and maintains appropriate and efficient internal control systems, ensuring that
all accounting records are accurate, complete and sufficient to protect the Company's assets.
In this regard, the Board of Directors has appointed the Audit Committee, comprising independent directors, to
review the financial reporting and internal audit procedures. The Audit Committee's Report is presented accordingly in
this Annual Report.
The Board of Directors agrees that the overall internal control systems of Robinson Department Store Public
Company Limited are satisfactory and creditable rationally for reliability on the financial statement of Robinson
Department Store Public Company Limited and its subsidiary for the year ending 31 December 2007.
Responsibility Statement from the Board of Directorson the Disclosure of the Financial Report
Robinson Department StorePublic Company Limited and its Subsidiaries
(Mr.Sudhisak Chirathivat)Chairman of the Board of Directors
(Mr.Preecha Ekkunagul)President
62
Robinson Department StorePublic Company Limited and its Subsidiaries
Management Discussion and Analysis
Revenue from Sales and Others
The Company and its subsidiaries total revenues of Baht 12,602 million were Baht 572 million an increase in
revenue from continuing operations or 4.75%. This was mainly due to an ongoing growth in sales of Baht 473 million
or 4.38% comparing to last year resulted from the successfulness in merchandising management by continuously
offering a variety of fashion goods in assortment, launching a large number of new product brands, whereby the
sales from provincial branch kept growing as a consequence of sales promotions through the year to stimulate
customer's need. In addition, there was also new stores expansion in year last year-Ayudthaya and this year-
Jungceylon which opened since September.
Rental and service incomes decreased by Baht 21 million or 2.99%, mainly due to lower rental space
comparing to last year, meanwhile a certain lessee renovated its retail space which inconvenient for customer to
shopping resulted in lower rental income to the Company.
Cost of Sales
In 2007, cost of sales of the Company and its subsidiaries was in the proportion of revenue from sales at
76.96%, a decrease from 77.53% from the previous year. Gross profit margin increased from 22.47% in 2006 to
23.04% in 2007, an increase in gross profit at the amount of Baht 170.56 million or 7.2% comparing to last year. This
was mainly due to merchandising management which emphasized the continual use of effective goods purchasing
policy and stock management policy. It also included appropriate sales promotion programs which were organized
throughout the year especially compelling marketing of differentiation product which driven higher gross margin.
Selling and Administrative Expenses
The Company and its subsidiaries selling and administrative expenses amounted to Baht 2,904 million in
2006 and Baht 2,821 million in 2007. In 2006, the Company recorded one time expenses in provision of obsolete
stock at Baht 227 million so the Company expenses from continuing operations amounted to Baht 2,677 million. On
a like-for-like basis, expenses in 2007 increased by Baht 144 million or 5.38% caused by asset depreciations and
expense from new store. However, the Company was able to efficiently control selling and administrative expenses in
existing stores particular in areas of personal expense, marketing expense and sales promotion, including ongoing
energy saving measurement.
Net Profit and Interest Expenses
In 2007, Interest expense decreased by Baht 31 million from 2006 due to the final repayment was made
since 2006, whereby, corporate income tax expense increased by Baht 16 million as a result of good performance
from operations.
63
Robinson Department StorePublic Company Limited and its Subsidiaries
Management Discussion and Analysis
The Company and its subsidiaries net profit amounted to Baht 846 million or an increase of Baht 145 million
or 20.20% comparing to year 2006 on a like-for-like basis. Net margin to sales increased from 6.65% to 7.66%.
These results reflected the successfulness of the Company business strategy amid fierce competition in department
store segment and economy slowdown.
.Assets
At the end of 2007, total assets of the Company and its subsidiaries were at Baht 9,030 million, an increase
of Baht 395 million from the previous year, this was mainly due to an increase in cash from sales, account receivable
from creditcard sales, and increase in investment in affiliates. Property, plant and equipment, and leasehold rights
decreased by Baht 400 million caused by asset depreciations and amortizations.
Liabilities and Shareholders Equity
At the end of 2007, total assets of the Company and its subsidiaries of Baht 3,337 million, decreased by
Baht 128 million because repayment of loan from related companies was made and in 2007 the Company has not
incurred more debt thus debt to equity ratio was at 0.59 times about the same level of last year.
In 2007, the first dividend payment was made to the shareholders with dividend payout at 49.45% of the net
profit from continuing operations, or 0.32 baht per share, amounted of Baht 355 million.
Liquidity
2550
1,312
(141)
(597)
574
2549
1,326
(590)
(770)
(34)
Cashflow from operating activities
Cashflow from investment activities
Cashflow from financing activities
Net cashflow increase(decrease)
In 2007, net cash flow increased by Baht 574 million as a result of a decrease in capital expenditure for new
store expansion, Jungceylon, since require for upfront leasehold payment was not needed same as Ayudhaya Store
which opened in the previous year. Despite of Baht 355 million cashout for dividend payment, cashflow used in
financing activities remained below last year because the Company had no obligation to pay the large amount of
debt repayment as same as 2006. Cashflow from operating activities gradually decreased due to higher corporate
income tax expense.
Refer to the change of the Companyûs accounting policy regarding investment in subsidiaries or associate
companies, to record such investment with the cost method instead of the equity method as per the Federation of
Accounting Professions announcement No.26/2549 which starting from January 1, 2007. This change in accounting
policy has effect to the Companyûs separate financial statement for the period of the year 2007, resulted in a
decrease in investments in subsidiaries and associates of Baht 1,238 million, an increase in allowance for doubtful
accounts of Baht 2,405 million, and a decrease in net profit of Baht 316 million.
However, the change in accounting policy effects only the separate financial statement. It does not have any
effect on the consolidated financial statements or business fundamentals.
Auditorûs Fee
Audit Fee
The Company and its subsidiaries paid audit fees to:
- The Companyûs auditor for the previous accounting year with a total of Baht 6,569,000.
- The audit office of the auditor, person, or business related to the auditor and the auditors office for the
previous accounting year with a total of none.
Non-Audit Fee
None
64
Robinson Department StorePublic Company Limited and its Subsidiaries
Management Discussion and Analysis
Robinson Department StorePublic Company Limited and its Subsidiaries
Annual financial statements and
Audit report of Certified Public Accountant
For the years ended 31 December 2007 and 2006
66
Robinson Department StorePublic Company Limited and its Subsidiaries
To the Shareholders of Robinson Department Store Public Company Limited
I have audited the accompanying consolidated and separate balance sheets as at 31 December 2007 and 2006, and
the related statements of income, changes in shareholders' equity and cash flows for the years then ended of
Robinson Department Store Public Company Limited and its subsidiaries, and of Robinson Department Store Public
Company Limited, respectively. The Company's management is responsible for the correctness and completeness of
information presented in these financial statements. My responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a
reasonable basis for my opinion.
In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material
respects, the financial position as at 31 December 2007 and 2006, and the results of operations and cash flows for
the years then ended of Robinson Department Store Public Company Limited and its subsidiaries, and of Robinson
Department Store Public Company Limited, respectively, in accordance with generally accepted accounting principles.
As described in note 30 to the financial statements, the Company's financial statements for the year ended 31
December 2006 have been restated for the effects of the change in accounting policy for investments in subsidiaries
and associates from the equity method of accounting to the cost method, and are now termed 'separate' financial
statements.
(Wilai Buranakittisopon)
Certified Public Accountant
Registration No. 3920
KPMG Phoomchai Audit Ltd.
Bangkok
18 February 2008
Audit Report of Certified Public Accountant
67
Robinson Department StorePublic Company Limited and its Subsidiaries
As at 31 December 2007 and 2006
Balance sheets
Current assets
Cash and cash equivalents
Trade accounts receivable
Short-term loans and advances to
related parties
Inventories
Other current assets
Total current assets
Non-current assets
Investments in subsidiaries
and associates
Other long-term investments
Long-term loans to related parties
Property, plant and equipment
Leasehold rights
Goodwill
Other non-current assets
Total non-current assets
Total assets
(in Baht)(Restated)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Assets Note
5
4, 6
4, 30
7
4, 8
9, 30
10
4
11, 16, 30
12, 30
13
14, 16
1,571,408,509
390,665,270
-
663,140,266
188,766,938
2,813,980,983
811,986,014
26,250,000
-
1,791,052,808
3,026,346,385
56,924,082
503,258,305
6,215,817,594
9,029,798,577
996,834,360
328,159,360
-
649,735,585
163,156,022
2,137,885,597
679,313,323
-
-
1,996,825,253
3,220,433,710
58,477,313
541,732,369
6,496,781,968
8,634,667,565
1,233,696,385
285,480,659
1,973,693,286
416,464,868
170,610,583
4,079,945,781
798,847,990
26,250,000
61,223,493
1,016,101,607
1,514,044,008
-
299,041,674
3,715,508,772
7,795,454,553
733,858,095
256,043,539
2,242,028,829
431,624,046
142,392,590
3,805,947,099
813,747,990
-
61,223,493
1,257,223,338
1,618,534,032
-
339,678,841
4,090,407,694
7,896,354,793
The accompanying notes are integral part of these financial statements.
68
Robinson Department StorePublic Company Limited and its Subsidiaries
As at 31 December 2007 and 2006
Balance sheets
Current liabilities
Trade accounts payable
Current portion of long-term loan
Short-term loans and
advances from related parties
Income tax payable
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans from related party
Unearned lease income
Other non-current liabilities
Total non-current liabilities
Total liabilities
Shareholders' equity
Share capital
Authorised share capital
Issued and paid-up share capital
Share discount
Retained earnings
Appropriated to legal reserve
Unappropriated
Total equity attributable to
the Company's shareholders
Minority interest
Total shareholders' equity
Total liabilities and shareholder's
equity
(in Baht) (Restated)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Liabilities and shareholders' equity Note
4, 15
16
4, 16
17
4, 16
18
19
20
2,482,833,160
-
33,122,050
77,374,857
669,053,355
3,262,383,422
-
59,854,212
14,699,200
74,553,412
3,336,936,834
3,942,847,022
3,942,847,022
-
175,917,000
1,419,396,988
5,538,161,010
154,700,733
5,692,816,743
9,029,798,577
2,349,997,771
123,000,000
155,669,308
83,997,519
667,429,336
3,380,093,934
-
68,954,272
16,252,186
85,206,458
3,465,300,392
11,106,611,330
11,106,611,330
(7,217,474,659)
148,415,000
991,643,415
5,029,195,086
140,172,087
5,169,367,173
8,634,667,565
1,450,065,653
-
1,036,113,611
58,686,819
488,736,762
3,033,602,845
113,300,000
-
-
113,300,000
3,146,902,845
3,942,847,022
3,942,847,022
-
175,917,000
529,787,686
4,648,551,708
-
4,648,551,708
7,795,454,553
1,468,512,945
123,000,000
1,135,949,554
74,059,886
524,618,174
3,326,140,568
113,300,000
-
-
113,300,000
3,439,440,568
11,106,611,330
11,106,611,330
(7,217,474,659)
148,415,000
419,362,554
4,456,914,225
-
4,456,914,225
7,896,354,793
The accompanying notes are integral part of these financial statements.
69
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Statements of Income
Revenues
Revenue from sale goods
Rental and service income
Interest income
Reversal of impairment loss
on assets
Other income
Share of profits from
investments accounted
for using the equity method
Total revenues
Expenses
Cost of sale of goods
Selling and administrative
expenses
Total expenses
Profit before interest
and income tax expenses
Interest expense
Income tax expense
Profit after tax
Net profit of minority interest
Net profit
Basic earnings per share
(in Baht)(Restated)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Note
4
4
4, 22
11, 12
4, 23
9, 11
4, 24
4, 26
27
28, 30
11,284,877,927
681,113,678
17,293,796
-
485,943,751
132,672,691
12,601,901,843
8,684,563,345
2,820,884,708
11,505,448,053
1,096,453,790
3,571,847
208,696,505
884,185,438
(19,807,951)
864,377,487
0.78
6,845,437,557
407,923,559
234,373,955
-
502,662,028
-
7,990,397,099
5,265,069,148
2,005,768,341
7,270,837,489
719,559,610
8,418,431
164,092,133
547,049,046
-
547,049,046
0.49
6,731,086,838
429,157,311
349,305,012
1,054,745,761
373,895,353
-
8,938,190,275
5,213,325,073
2,218,883,663
7,432,208,736
1,505,981,539
38,509,982
171,507,128
1,295,964,429
-
1,295,964,429
1.17
10,811,579,071
702,274,905
22,509,181
2,170,235,275
360,852,222
132,510,667
14,199,961,321
8,381,825,838
2,903,835,617
11,285,661,455
2,914,299,866
35,477,762
192,891,657
2,914,299,447
(24,080,872)
2,661,849,575
2.40
The accompanying notes are integral part of these financial statements.
The accompanying notes are integral part of these financial statements.
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Statements of changes in shareholders' equity
(in Baht)
Balance at 1 January 2006Changes in shareholders' equity for 2006Net profitTotal recognised income and expense DividendLegal reserveBalance at 31 December 2006Changes in shareholders' equity for 2007Net profitTotal recognised income and expense Decrease in minority interest on liquidation of subsidiaryCapital decreaseDividendLegal reserveBalance at 31 December 2007
Issued andpaid-up
share capitalShare
discount, net
Appropriatedto
legal reserveUnappropriated/
(Deficit)
Total equityattributable
to the Company'sshareholder's
Minorityinterest
Totalshareholder's
equityNote
20
19, 342920
Retained earnings/ (Deficit)
11,106,611,330
-
---
11,106,611,330
- -
-(7,163,764,308)
--
3,942,847,022
(7,217,474,659)
- -
--
(7,217,474,659)
-
-
-7,217,474,659
---
96,215,000
-
--
52,200,000148,415,000
-
-
---
27,502,000175,917,000
(1,618,006,160)
2,661,849,575
2,661,849,575-
(52,200,000)991,643,415
864,377,487
864,377,487
-(53,710,351)
(355,411,563)(27,502,000)
1,419,396,988
2,367,345,511
2,661,849,575
2,661,849,575--
5,029,195,086
864,377,487
864,377,487
--
(355,411,563)-
5,538,161,010
138,227,129
24,080,872
24,080,872(22,135,914)
-140,172,087
19,807,951
19,807,951
(5,279,305)---
154,700,733
2,505,572,640
2,685,930,447
2,685,930,447(22,135,914)
-5,169,367,173
884,185,438
884,185,438
(5,279,305)-
(355,411,563)-
5,692,861,743
Consolidated financial statements
70
The accompanying notes are integral part of these financial statements.
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Statements of changes in shareholders' equity
Separate financial statements (Restated)
(in Baht)
Balance at 1 January 2006Change in accounting policy Restated balanceChanges in shareholders' equity for 2006Net profitTotal recognised income and expenseLegal reserveBalance at 31 December 2006 Balance at 1 January 2007Change in accounting policy Restated balanceChanges in shareholders' equity for 2007Net profitTotal recognised income and expenseCapital decreaseDividendLegal reserveBalance at 31 December 2007
Issued andpaid-up
share capitalShare
discount
Appropriatedto
legal reserveUnappropriated/
(Deficit)
Total equityattributable
to the Company'sshareholdersNote
30
20
30
19, 342920
Retained earnings (Deficit)
11,106,611,330-
11,106,611,330
---
11,106,611,330
11,106,611,330-
11,106,611,330
--
(7,163,764,308)--
3,942,847,022
(7,217,474,659) -
(7,217,474,659)
---
(7,217,474,659)
(7,217,474,659)-
(7,217,474,659)
--
7,217,474,659---
96,215,000-
96,215,000
--
52,200,000148,415,000
148,415,000-
148,415,000
----
27,502,000175,917,000
(1,618,006,160)793,604,285
(824,401,875)
1,295,964,4291,295,964,429
(52,200,000)419,362,554
991,643,415(572,280,861)419,362,554
547,049,046547,049,046(53,710,351)
(355,411,563)(27,502,000)529,787,686
2,367,345,511793,604,285
3,160,949,796
1,295,964,4291,295,964,429
-4.456,914,225
5,029,195,086(572,280,861)
4.456,914,225
547,049,046547,049,046
-(355,411,563)
-4,648,551,708
71
72
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Statements of cash flows
Cash flows from operating activities
Net profit
Adjustments for
Depreciation and amortisation
Interest income
Interest expense
Dividend revenue
Bad debts and
doubtful debts expenses (reversal)
Allowance for obsolete and slow-moving
Loss (gain) on disposal of plant and equipment
Net profit of minority interest
Share of profits from investments
accounted for using the equity method
Earned lease income
Gain from discontinuity of subsidiary and associate
Reversal of impairment loss on assets
Write-off witholding tax
Reversal of impairment loss on investments of
subsidiary and associate
Income tax expense
Changes in operating assets and liabilities
Trade accounts receivable
Inventories
Other current assets
Other non-current assets
Trade accounts payable
Advance from related parties
Other current liabilities
Other non-current liabilities
Income taxes paid
Net cash provided by operating activities
(in Baht) (Restated)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
The accompanying notes are integral part of these financial statements.
864,377,487
691,486,271
(17,293,796)
3,571,847
(262,500)
2,952,807
1,426,452
(27,264,384)
19,807,951
(132,672,691)
(9,100,060)
(46,163,750)
-
-
(60,834,181)
208,696,505
1,498,727,958
(65,458,447)
(14,831,133)
(40,971,156)
38,659,774
132,835,389
(7,447,559)
1,556,723
(1,552,986)
(229,021,504)
1,312,497,059
2,661,849,575
581,142,896
(22,509,181)
35,477,762
-
(29,459,788)
216,948,959
2,023,772
24,080,872
(132,510,667)
(85,342,055)
-
(2,170,235,275)
1,830,653
-
192,891,657
1,276,189,180
(98,104,744)
(262,144,805)
(113,319,608)
36,628,772
507,938,732
21,577,259
90,242,809
(2,788,335)
(130,067,730)
1,326,151,530
547,049,046
438,877,625
(234,373,955)
8,418,431
(262,500)
351,449
912,002
(26,741,722)
-
-
-
(556,719)
-
-
(106,968,749)
164,092,133
790,797,041
(29,788,569)
14,247,176
(28,150,697)
33,933,723
(18,447,301)
(26,652,393)
(35,881,412)
-
(179,465,200)
520,592,368
1,295,964,429
372,905,261
(349,305,012)
38,509,982
-
2,910,810
221,257,844
(24,766)
-
-
(52,487,167)
-
(1,054,745,761)
-
-
171,507,128
646,492,748
(72,491,590)
(245,978,591)
(108,606,370)
25,968,829
396,101,064
45,502,827
79,007,715
(1,996,460)
(97,447,242)
666,552,930
73
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Statements of cash flows
Cash flows from investing activities
Interest received
Dividend received
Cash of minority interest in
the liquidated subsidiary
Loan repaid by related parties
Loan to related parties
Long-term loan repaid by related parties
Purchase of property, plant and equipment
Sale of property, plant and equipment
Purchase of investment in subsidiaries
Increase in leasehold rights
Proceeds from discontinuity of
subsidiary and associate
Net cash (used in) provided by
investing activities
Cash flows from financing activities
Interest paid
Dividends paid
Proceeds from loans and advances
from related parties
Repayment of loans and advances
from related parties
Repayment of loans from financial institutions
Net cash used in financing activities
Net increase(decrease) in cash
and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(in Baht) (Restated)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
The accompanying notes are integral part of these financial statements.
17,226,500
262,500
(5,279,305)
-
-
-
(344,409,369)
95,117,109
-
-
96,175,468
(140,907,097)
(3,894,251)
(355,411,563)
-
(114,709,999)
(123,000,000)
(597,015,813)
574,574,149
996,834,360
1,571,408,509
22,509,182
-
-
-
-
19,687,500
(434,778,354)
16,421,266
-
(213,773,227)
-
(589,933,633)
(35,174,409)
(22,135,914)
114,710,000
-
(827,000,000)
(769,600,323)
(33,382,426)
1,030,216,786
996,834,360
242,141,828
262,500
-
5,705,702,107
(5,445,201,733)
-
(150,494,502)
90,673,798
-
-
96,175,468
539,259,466
(19,547,418)
(355,411,563)
81,314,766
(143,369,329)
(123,000,000)
(560,013,544)
499,838,290
733,858,095
1,233,696,385
358,755,831
-
-
13,349,168,426
(12,294,843,609)
19,687,500
(320,041,458)
8,222,286
(271,550,000)
(213,773,227)
-
635,625,749
(35,696,106)
-
184,974,109
(4,188,144)
(827,000,000)
(681,910,141)
620,268,538
113,589,557
733,858,095
74
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Note
1234567891011121314151617181920212223242526272829303132333435
Contents
General informationBasis of preparation of financial statementsSignificant accounting policiesRelated party transactions and balancesCash and cash equivalentsTrade accounts receivableInventoriesOther current assetsInvestments in subsidiaries and associatesOther long-term investmentsProperty, plant and equipmentLeasehold rightsGoodwillOther non-current assetsTrade accounts payableInterest-bearing liabilitiesOther current liabilitiesOther non-current liabilitiesShare capitalLegal reservesSegment informationInterest incomeOther incomeSelling and administrative expensesPersonnel expensesInterest expenseIncome taxEarnings per shareDividendsChange in accounting policyFinancial instrumentsCommitments with non-related partiesThai Accounting Standards (TAS) not yet adoptedOthersReclassification of accounts
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
75
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the directors on 18 February 2008.
1 General information
Robinson Department Store Public Company Limited, the çCompanyé is incorporated in Thailand and has its registered office at 2 Silom Road, Suriyawong, Bangrak, Bangkok, Thailand.
The Company was listed on the Stock Exchange of Thailand in January 1992.
The Company's major shareholders during the financial year were Central Retail Corporation Co., Ltd. (27.74 %shareholding) and CRG Service Co., Ltd. (26.07 % shareholding) which were incorporated in Thailand.
The principal activities of the Company and its subsidiaries are engaged in a chain of department stores under the brand of çRobinsoné. The Company has also jointly invested with groups of business partners (Indirect subsidiaries) outside Bangkok through a holding company, CR (Thailand) Co., Ltd.. Details of the Company's subsidiaries as at 31 December 2007 and 2006 were as follows:
Ownership interest(%)
Notes to the Financial Statements
Name of the entity
Direct subsidiariesRobinson Anusawaree Co., Ltd.Robinson Ratchada Co., Ltd.Robinson Nakarin Co., Ltd.Robinson Sukhumvit Co., Ltd.Sapanmai Department Store Co., Ltd.Kruerpetch Co., Ltd.Kruerkaew Co., Ltd.CR (Thailand) Co., Ltd.R-Trading (L) BHD. RD Pattana Co., Ltd.Robinson S.P.V. Co., Ltd.CR Rajchaburi (Thailand) Co., Ltd.Indirect subsidiariesCR Udorn Thani (Thailand) Co., Ltd.CR Phuket (Thailand) Co., Ltd.CR Nakhon Sri Thammarat (Thailand) Co., Ltd.CR Had Yai (Thailand) Co., Ltd.CR Chiang Mai (Thailand) Co., Ltd.CR Ubon Ratchathani (Thailand) Co., Ltd.CR Chantaburi (Thailand) Co., Ltd.CR Rajchaburi (Thailand) Co., Ltd.
Type of business
Dormant CompanyDormant CompanyDormant CompanyDormant CompanyDormant CompanyInvesting CompanyDormant CompanyInvesting CompanyInvesting CompanyReal EstateInvesting CompanyDepartment Store
Department Store Department Store Department Store Department Store Department Store Department Store Department Store Department Store
Country ofincorporation
ThailandThailandThailandThailandThailandThailandThailandThailandMalaysiaThailandThailandThailand
ThailandThailandThailandThailandThailandThailandThailandThailand
2007
99.9199.8099.8699.99
-99.9999.9999.9999.9299.9899.9950.00
76.0049.9949.9976.0089.9974.9964.9949.99
2006
99.9199.8099.8699.9974.5099.9999.9999.9999.9299.9899.9950.00
76.0049.9949.9976.0089.9974.9964.9949.99
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
76
2 Basis of preparation of financial statements
The financial statements issued for Thai reporting purposes are prepared in the Thai language. This Englishtranslation of the financial statements has been prepared for the convenience of readers not conversant withthe Thai language.
The financial statements are prepared in accordance with Thai Accounting Standards ("TAS") including relatedinterpretations and guidelines promulgated by the Federation of Accounting Professions ("FAP") and withgenerally accepted accounting principles in Thailand.
During 2007, the FAP issued the following revised TAS relevant to the Group's operations and effective for accounting periods beginning on or after 1 January 2007:
TAS 44 (revised 2007) Consolidated and Separate Financial Statements
TAS 45 (revised 2007) Investments in Associates
The adoption of these revised TAS has resulted in a change in the Company's accounting policy for interests in subsidiaries and associates in the separate financial statements of the Company. The effects of this changeare disclosed in note 30.
In addition to the above revised TAS, the FAP has issued during 2007 a number of other new and revised TAS which are only effective for financial statements beginning on or after 1 January 2008 and have not beenadopted in the preparation of these financial statements. These new and revised TAS are disclosed in note 33.
The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to thenearest thousand. They are prepared on the historical cost basis except as stated in the accounting policies.
The preparation of financial statements in conformity with TAS requires management to make judgments,estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities,income and expenses. The estimates and associated assumptions are based on historical experience andvarious other factors that are believed to be reasonable under the circumstances, the results of which formthe basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparentfrom other sources. Accordingly, actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period,or in the period of the revision and future periods, if the revision affects both current and future periods.
Notes to the Financial Statements
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
77
3 Significant accounting policies
(a) Basis of consolidation
The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the çGroupé) and the Groupûs interest in associates.
Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation.
Subsidiaries
Subsidiaries are those companies controlled by the Company. Control exists when the Company has thepower, directly or indirectly, to govern the financial and operating policies of a company so as to obtainbenefits from its activities. The financial statements of subsidiaries are included in the consolidated financialstatements from the date that control commences until the date that control ceases.
Associates
Associates are those companies in which the Group has significant influence, but not control, over the financialand operating policies. The consolidated financial statements include the Groupûs share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commencesuntil the date that significant influence ceases. When the Group's share of losses exceeds its interest in anassociate, the Group's carrying amount is reduced to nil and recognition of further losses is discontinuedexcept to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
(b) Foreign currencies
Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated toThai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translationare recognised in the statement of income.
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht usingthe foreign exchange rates ruling at the dates of the transactions.
(c) Cash and cash equivalentsCash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows.
(d) Trade and other accounts receivable
Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.
The allowance for doubtful accounts is assessed primarily on analysis of payment histories and futureexpectations of customer payments. Bad debts are written off when incurred.
Notes to the Financial Statements
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
78
(e) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost principle and comprises all costs of purchase.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated coststo complete and to make the sale.
(f) Investments
Investments in subsidiaries and associates
Investments in subsidiaries and associates in the separate financial statements of the Company are accountedfor using the cost method. This is a change of accounting policy, the effects of which are disclosed in Note 30. Investments in associates in the consolidated financial statements are accounted for using the equitymethod.
Investments in equity securities
Equity securities which are not marketable are stated at cost less impairment losses.
Disposal of investments
On disposal of an investment, the difference between net disposal proceeds and the carrying amount togetherwith the associated cumulative gain or loss that was reported in equity is recognised in the statement ofincome.
(g) Property, plant and equipment
Owned assets
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation
Depreciation is charged to the statement of income on a sum-of-the-year digits basis (except for property,plant and equipment acquired before 2001 which are depreciated on a straight-line basis) over the estimateduseful lives of each part of an item of property, plant and equipment. The estimated useful lives are asfollows:
For the years ended 31 December 2007 and 2006
yearsyearsyearsyearsyearsyearsyears
2020
5-205-105-10
55
Robinson Department StorePublic Company Limited and its Subsidiaries
79
(h) Intangible assets
Goodwill
Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of theGroupûs share of the identifiable net assets acquired. Negative goodwill in a business combination representsthe excess of the fair value of the Group's share of the identifiable net assets acquired over the cost of acquisition.
Goodwill and negative goodwill are stated at cost less accumulated amortisation and impairment losses.Goodwill and negative goodwill arising on acquisition of shares in subsidiaries and associates in the Companyûsseparate financial statements are included in investments.
The gain or loss on disposal of an entity includes the net balance of goodwill relating to the entity disposed of.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses.
Amortisation
Amortisation is charged to the statement of income on a straight-line basis from the date that intangible assets are available for use over the estimated useful lives of the assets. The estimated useful lives are as follows :
(i) Impairment
The carrying amounts of the Groupûs assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assetsû recoverable amounts are estimated.
Notes to the Financial Statements
Leasehold improvementsBuildings and constructionBuildings and construction improvementsInformation system equipmentBuilding system equipmentFurniture, fixtures and office equipmentTransportation equipment
No depreciation is provided on freehold land or assets under construction.
Leasehold rightsGoodwillSoftware licenses
Over the lease periods20 and 27 years5 and 10 years
For the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial statements
80
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. The impairment loss is recognised in the statement of income.
Calculation of recoverable amount
The recoverable amount of assets is the greater of the assets' net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. However, an impairment loss in respect of goodwill is not reversed.
An impairment loss is reversed only to the extent that the assetûs carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(j) Interest-bearing liabilities
Interest-bearing liabilities are recognised initially at cost.
(k) Trade and other accounts payable
Trade and other accounts payable are stated at cost.
(l) Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
(m) Revenue
Revenue excludes value added taxes and is arrived at after deduction of trade discounts.
Sale of goods and services rendered
Revenue is recognised in the statement of income when the significant risks and rewards of ownership havebeen transferred to the buyer.†No revenue is recognised if there is continuing management involvement withthe goods or there are significant uncertainties regarding recovery of the consideration due, associated costsor the probable return of goods. Service income is recognised as services are provided.
For the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
81
Rental income
Rental income from investment property is recognised in the statement of income on a straight-line basis over the term of the lease.
Interest and dividend income
Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in thestatement of income on the date the Group's rights to receive payments is established.
(n) Expenses
Operating leases
Payments made under operating leases are recognised in the statement of income on a straight line basisover the term of the lease.
Finance costs
Interest expenses and similar costs are charged to the statement of income for the period in which they areincurred.
(o) Income tax
Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payableon the taxable income for the year, using tax rates enacted at the balance sheet date and applicable to thereporting period, and any adjustment to tax payable in respect of previous years.
4 Related party transactions and balances
Related parties are those parties linked to the Group and the Company by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market priceexists, at contractually agreed prices.
The followings are relationships with related parties that control or jointly control the Company or are beingcontrolled or jointly controlled by the Company or have transactions with the Group
For the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
82
Name of entities
Central Retail Corporation Co., Ltd.
CRG service Co., Ltd.
Robinson Anusawaree Co., Ltd.
Robinson Ratchada Co., Ltd.
Robinson Nakarin Co., Ltd.
Robinson Sukhumvit Co., Ltd.
Sapanmai Department Store Co., Ltd.
Kruerpetch Co., Ltd.
Kruerkaew Co., Ltd.
CR (Thailand) Co., Ltd.
R-Trading (L) BHD.
RD Pattana Co., Ltd.
Robinson S.P.V. Co., Ltd.
CR Rajchaburi (Thailand) Co., Ltd.
CR Udorn Thani (Thailand) Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
CR Nakhon Sri Thammarat (Thailand) Co., Ltd.
CR Had Yai (Thailand) Co., Ltd.
Country ofincorporation/ Nationality
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Nature of relationships
Major shareholders, 27.74% shareholding, some common directorsMajor shareholders, 26.07% shareholding, some common directorsSubsidiary, 99.91% shareholding, some common directorsSubsidiary, 99.80% shareholding, some common directorsSubsidiary, 99.86% shareholding, some common directorsSubsidiary, 99.99% shareholding, some common directorsSubsidiary, 74.50% shareholding, some common directorsSubsidiary, 99.99% shareholding, some common directorsSubsidiary, 99.99% shareholding, some common directorsSubsidiary, 99.99% shareholding, some common directorsSubsidiary, 99.92% shareholding, some common directorsSubsidiary, 99.98% shareholding, some common directorsSubsidiary, 99.99% shareholding, some common directorsSubsidiary, 99.99% shareholding, some common directorsSubsidiary, 76.00% shareholding, some common directorsSubsidiary, 49.99% shareholding, some common directorsSubsidiary, 49.99% shareholding, some common directorsSubsidiary, 76.00% shareholding, some common directors
For the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
83
The pricing policies for particular types of transactions are explained further below:
Transactions Pricing polices
Sale of goods Market prices should not be lower than the cost of goods.
Interest income/Interest expense Minimum loan rates or saving rates or fixed deposit rate of certain local financial institutions plus 0% to 2.5% per annum depend on financial cost of each company.
Rental and service fees Certain percentages of sales with a reference to the related market prices or fixed amount.
Management fees Certain percentages of sales or fixed amount.
Name of entities
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
B2S Co., Ltd.Central Food Retail Co., Ltd.Central Department Store Co., Ltd,Central Trading Co., Ltd.Central Garment Factory Co., Ltd.Cetrac International Co., Ltd. RIS Co., Ltd.PB Logistic Co., Ltd.Central Pattana Rattanatibeth Co.,Ltd.
Country ofincorporation/ Nationality
Thailand
Thailand
Thailand
Thailand
Thailand
ThailandThailandThailandThailandThailandThailandThailandThailandThailand
Nature of relationships
Subsidiary, 89.99% shareholding, some common directorsSubsidiary, 74.99% shareholding, some common directorsSubsidiary, 64.99% shareholding, some common directorsAssociate, 40% shareholding, some common directorsAssociate, 40% shareholding, some common directorsSome common directorsSome common directorsSome common directorsSome common directorsSome common directorsSome common directorsSome common directorsSome common directorsSome common directors
For the years ended 31 December 2007 and 2006
84
Consolidated Separate financial statements financial statements
2007 2006 2007 2006
Transactions for the years ended 31 December 2007 and 2006 with related parties are summarisedas follows:
Major shareholdersRental and service chargesUtility incomeManagement fee expenseInterest expense
SubsidiariesRevenue from salesRental and service chargesSales of propertyManagement fee incomeInterest incomeRental and service expenseInterest expense
AssociatesRental and service chargesUtility incomeManagement fee incomeInterest expense
Other related partiesRevenue from salesRental and service chargesUtility income Sales of propertyManagement fee incomeRental and service expenseInterest expenseDirector remuneration
8,521 1,141
63,935-
-------
106,830 16,007 4,834 1,069
107
298,369 97,839 26,581 2,536
52,183 948
1,865
10,245 1,574
62,635 130
-------
99,970 15,857 4,612 1,539
- 337,690 100,276
8,269 2,546
54,757 1,365 1,205
8,521 1,141
62,519-
111,364 60
36,902 107,741 218,294 21,360 4,984
74,310 11,327 3,091 1,069
107 213,232 66,778 26,581 1,549
51,971 948
1,865
10,245 1,574
61,363-
83,635 167-
98,870 338,343 21,360 3,268
69,769 11,297 2,907 1,539
- 238,135 69,052
- 1,597
54,717 1,365 1,205
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
(in thousand Baht)
85
Balances as at 31 December 2007 and 2006 with related parties were as follows:
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statementsTrade accounts receivable from related parties
Major shareholders
Central Retail Corporation Co., Ltd.
Subsidiaries
RD Pattana Co., Ltd.
CR Udorn Thani (Thailand) Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
CR Had Yai (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Rajchaburi (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Associates
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
Other related parties
B2S Co., Ltd.
Central Food Retail Co., Ltd.
Central Department Store Co., Ltd.
Others
Less allowance for doubtful accounts
Net
3,884
-
-
-
-
-
-
-
-
-
6,229
6,685
6,359
30,008
15,520
11,137
79,822
-
79,822
712
-
-
-
-
-
-
-
-
-
10,393
7,196
7,939
36,111
9,261
11,053
82,665
-
82,665
2,244
-
3,444
6,572
4,554
4,893
5,625
1,126
2,203
2,298
4,568
4,570
4,223
26,280
15,490
5,637
93,727
-
93,727
644
267
4,198
3,512
3,818
4,644
5,418
1,251
2,678
2,416
8,089
4,885
6,147
31,292
9,254
5,850
94,363
-
94,363
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
86
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Subsidiaries
Robinson Anusawaree Co., Ltd.
Robinson Ratchada Co., Ltd.
Robinson Nakarin Co., Ltd.
Kruerpetch Co., Ltd.
RD Pattana Co., Ltd.
Robinson S.P.V. Co., Ltd.
Robinson Sukhumvit Co., Ltd.
CR (Thailand) Co., Ltd.
Less allowance for doubtful accounts
Short-term loans to related parties, net
(in thousand Baht)(Restated)
(% per annum)
2007 20062007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Interest rate (%)
Subsidiaries
CR Phuket (Thailand) Co., Ltd.
Other related parties
RIS Co., Ltd.
Total
-
28,248
28,248
-
-
-
10,339
28,248
38,587
-
-
-
3.875
3.875
3.875
3.875
3.875
3.875
3.875
3.875
6.5
6.5
6.5
6.5
6.5
6.5
6.5
6.5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
84,364
10,950
251,960
151,830
10,802
1,181
-
3,879,378
4,390,465
(2,416,772)
1,973,693
80,400
46,794
238,195
146,142
10,306
1,127
12,154
4,123,683
4,658,801
(2,416,772)
2,242,029
Loans to related parties
Other receivable related parties
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
Short-term loans
87
(in thousand Baht)(Restated)
(% per annum)
2007 20062007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Interest rate (%)Loans to related parties
Long-term loans
Subsidiaries
Robinson Nakarin Co., Ltd.
Associates
Siam Retail Development Co., Ltd.
Less allowance for doubtful accounts
Long-term loans to related parties, net
Summary of loans to related parties
Short-term loans
Long-term loans
Less allowance for doubtful accounts
Loans and advance to related parties, net
6.0
-
6.0
-
-
324,882
324,882
(324,882)
-
-
324,882
324,882
(324,882)
-
-
324,882
324,882
(324,882)
-
-
324,882
324,882
(324,882)
-
61,224
324,882
386,106
(324,882)
61,244
4,390,465
386,106
4,776,571
(2,741,654)
2,034,917
61,224
324,882
386,106
(324,882)
61,244
4,658,801
386,106
5,044,907
(2,741,654)
2,303,253
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial statementsFor the years ended 31 December 2007 and 2006
88
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statementsLoans to related parties
Movements during the years ended 31 December 2007 and 2006 of loans to related parties were as follows:
Short-term loans
Subsidiaries
At 1 January
Increase
- principal
- interest
Decrease
- principal
- interest
At 31 December
Long-term loans
Subsidiaries
At 1 January
Increase
Decrease
At 31 December
Associates
At 1 January
Increase
Decrease
At 31 December
Total long-term loans to related parties
At 1 January
Increase
Decrease
At 31 December
-
-
-
-
-
-
-
-
-
-
324,882
-
-
324,882
324,882
-
-
324,882
-
-
-
-
-
-
-
-
-
-
344,569
-
(19,687)
324,882
344,569
-
(19,687)
324,882
4,658,801
5,445,202
218,294
(5,705,702)
(226,130)
4,390,465
61,224
-
-
61,224
324,882
-
-
324,882
386,106
-
-
386,106
5,722,576
12,294,844
338,343
(13,349,168)
(347,794)
4,658,801
61,224
-
-
61,224
344,569
-
(19,687)
324,882
405,793
-
(19,687)
386,106
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
89
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Trade accounts payable- related parties
Associates
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
Other related parties
Central Trading Co., Ltd.
Central Garment Factory Co., Ltd.
Cetrac International Co., Ltd.
Central Department Store Co., Ltd.
Others
Total
1,207
1,907
37,877
24,176
16,744
4,079
8,477
94,467
-
375
77,146
38,168
81
3,787
18,199
137,756
-
73
47,671
21,485
70
3,755
6,925
79,979
1,207
1,907
22,366
12,724
8,587
3,987
8,184
58,962
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
33,122
-
33,122
40,569
115,100
155,669
28,277
1,007,837
1,036,114
54,930
1,081,020
1,135,950
Short-term loans and advance from related parties
Comprising:
Other payables to related parties
Short-term loans from related parties
Total
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
90
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Major shareholders
Central Retail Corporation Co., Ltd.
Subsidiaries
Robinson Ratchada Co., Ltd.
CR Nakonsrithummarat (Thailand) Co., Ltd.
Associates
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
Other related parties
RIS Co., Ltd.
Central Pattana Rattanatibeth Co.,Ltd.
Others
Total
Other payable to related parties
16,231
-
-
-
70
9,161
6,327
1,333
33,122
19,485
-
-
878
-
16,779
-
3,427
40,569
13,928
-
397
-
-
6,636
6,327
989
28,277
16,652
19,200
397
878
-
14,474
-
3,329
54,930
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
91
(in thousand Baht)(% per annum)
2007 20062007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Interest rate (%)
Subsidiaries
Kruerkaew Co., Ltd.
Robinson Sukhumvit Co., Ltd.
R -Trading (L) BHD.
CR Rajchaburi (Thailand)
Co., Ltd.
Associates
CRC Sport Co., Ltd.
Other related parties
PB Logistic Co., Ltd.
Short-term loans from related parties
Long-term loans
Subsidiaries
Robinson Sukhumvit Co., Ltd.
Long-term loans from related parties
Summary of loans from related parties
Short-term loans
Long-term loans
Total loans from related parties
3.0
2.0
-
3.0
-
-
2.0
3.0
2.0
-
3.0
4.0
4.0
2.0
Loans from related parties
Short-term loans
4,714
14,041
880,049
67,116
965,920
60,997
54,103
1,081,020
113,300
113,300
1,081,020
113,300
1,194,320
6,442
3,169
880,450
117,776
1,007,837
-
-
1,007,837
113,300
113,300
1,007,837
113,300
1,121,137
-
-
-
-
-
60,997
54,103
115,100
-
-
115,100
-
115,100
-
-
-
-
-
-
-
-
-
-
-
-
-
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
92
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Movements during the years ended 31 December 2007 and 2006 of loans to related parties were as follows:
Subsidiaries
At 1 January
Increase
- principal
- interest
Decrease
- principal
- interest
At 31 December
Associates
At 1 January
Increase
- principal
- interest
Decrease
- principal
- interest
At 31 December
Other related parties
At 1 January
Increase
- principal
- interest
Decrease
- principal
- interest
At 31 December
Loans from related companies
Short-term loans
-
-
-
-
-
-
60,997
-
1,068
(60,790)
(1,275)
-
54,103
-
948
(53,920)
(1,131)
-
-
-
-
-
-
-
60,790
1,539
-
(1,332)
60,997
-
53,920
1,365
-
(1,182)
54,103
965,920
81,315
4,985
(28,659)
(15,724)
1,007,837
60,997
-
1,068
(60,790)
(1,275)
-
54,103
-
948
(53,920)
(1,131)
-
897,421
70,264
3,268
(4,188)
(845)
965,920
-
60,790
1,539
-
(1,332)
60,997
-
53,920
1,365
-
(1,182)
54,103
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
93
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statementsLoans from related companies
Short-term loans
Total short-term loans from
related parties
At 1 January
Increase
- principal
- interest
Decrease
- principal
- interest
At 31 December
Long-term loans
Subsidiaries
At 1 January
Increase
Decrease
At 31 December
115,100
-
2,016
(114,710)
(2,406)
-
-
-
-
-
-
114,710
2,904
-
(2,514)
115,100
-
-
-
-
1,081,020
81,315
7,001
(143,369)
(18,130)
1,007,837
113,300
-
-
113,300
897,421
184,974
6,172
(4,188)
(3,359)
1,081,020
113,300
-
-
113,300
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
Commitments with related parties
94
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Operating lease commitments
Within one year
After one year but
within five years
After five years
Total
91,282
198,054
526,467
815,803
107,240
241,694
574,109
923,043
57,241
105,857
261,512
424,610
73,200
135,970
288,640
497,810
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
108,961
10,959
1,250,529
200,960
1,571,409
104,291
(4,803)
889,523
7,823
996,834
67,596
6,290
958,850
200,960
1,233,696
66,496
(959)
667,166
1,155
733,858
5 Cash and cash equivalents
Cash on hand
Cash at banks - current accounts
Cash at banks - savings accounts
Highly liquid short term investment
Total
Cash and cash equivalents of the Group and the Company as at 31 December 2007 and 2006 were
denominated entirely in Thai Baht.
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
95
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Note
6 Trade accounts receivable
Related parties
Other parties
Less allowance for
doubtful accounts
Net
Bad and doubtful debts
expenses (reversal)
for the year
79,822
314,024
393,846
(3,181)
390,665
2,953
4 82,665
248,370
331,035
(2,875)
328,160
(9,772)
93,727
192,396
286,123
(642)
285,481
351
94,363
161,971
256,334
(291)
256,043
1,895
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Aging analyses for trade accounts receivable were as follows:
Related parties
Within credit terms
Overdue:
Less than 3 months
3-6 months
6-12 months
Over 12 months
Less allowance for
doubtful accounts
Net
79,706
-
105
11
-
79,822
-
79,822
82,665
-
-
-
-
82,665
-
82,665
93,653
-
49
25
-
93,727
-
93,727
94,362
-
-
1
-
94,363
-
94,363
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
96
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Other parties
Within credit terms
Overdue:
Less than 3 months
3-6 months
6-12 months
Over 12 months
Less allowance for
doubtful accounts
Net
Total
308,478
1,648
776
408
2,714
314,024
(3,181)
310,843
390,665
243,476
1,570
718
89
2,517
248,370
(2,875)
245,495
328,160
191,363
-
365
404
264
192,396
(642)
191,754
285,481
161,355
-
303
74
239
161,971
(291)
161,680
256,043
The normal credit term granted by the Group ranges from 30 days to 60 days.
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
97
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Trade accounts receivable of the Group and the Company as at 31 December 2007 and 2006 were
denominated entirely in Thai Baht.
7 Inventories
Merchandise
Less allowance for shortage,
damage, obsolete and
slow-moving inventories
Net
904,388
(241,248)
663,140
902,571
(252,835)
649,736
647,302
(230,837)
416,465
674,421
(242,797)
431,624
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
8 Other current assets
Other receivable
Other receivable - related parties
Prepaid expenses
Advances payment
Others
Total
Note
4
99,360
28,248
47,020
8,113
6,026
188,767
105,416
-
30,791
13,970
12,979
163,156
99,360
38,587
20,467
4,419
7,778
170,611
104,973
-
17,437
9,773
10,210
142,393
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
98
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
9 Investments in subsidiaries and associates
At 1 January
Share of net profits of
investments - equity method
Acquisitions
Disposals
At 31 December
679,313
132,673
-
-
811,986
546,803
132,510
-
-
679,313
542,198
-
271,550
-
813,748
813,748
-
-
(14,900)
798,848
(Restated)
At the extraordinary shareholders' meetings held on 24 May 2007 and 19 June 2007 of Sapanmai Department Store Co., Ltd., a subsidiary, the shareholders passed a special resolution to liquidate the company. The company registered for liquidation with the Ministry of Commerce on 22 June 2007 and was liquidated during the year. The liquidator returned Baht 15.5 million to the Company.
DCR Co., Ltd., an associate, was liquidated during the year. The liquidator returned Baht 80.7 million to the Company. The Company's cost of investment in this associate was Baht 89.3 million, against which full allowance for impairment loss had been made. The investment was, accordingly, carried at nil value in both the 2007 and 2006 consolidated and separate financial statements. The amount returned to the Company by the liquidator has been credited to the consolidated and separate statements of income for the year ended 31 December 2007.
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Investments in subsidiaries and associates as at 31 December 2007 and 2006 were as follows:
Consolidated financial statements
Ownership interest Paid-up capital Cost method Equity method Impairment At equity - net
(%) (in thousand Baht)
Associates
Power Buy Co., Ltd.
CRC Sports, Co., Ltd.
Siam Retail
Development Co., Ltd.
Square Ritz Plaza Co., Ltd.
D C R Co., Ltd.
Total
40.00
29.19
24.00
24.00
-
40.00
29.19
24.00
24.00
20.86
560,000
370,000
500,000
125,000
-
560,000
370,000
500,000
125,000
428,200
224,000
108,000
120,000
30,000
-
482,000
224,000
108,000
120,000
30,000
89,330
571,330
648,335
163,651
10,194
29,858
-
852,038
543,140
136,173
10,194
29,858
34,584
753,949
-
-
(10,194)
(29,858)
-
(40,052)
-
-
(10,194)
(29,858)
(34,584)
(74,636)
648,335
163,651
-
-
-
811,986
543,104
136,173
-
-
-
679,313
For the years ended 31 December 2007 and 2006
99
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Separate financial statements (Restated)
Ownership interest Paid-up capital Cost method Impairment Cost method-Net
(%) (in thousand Baht)
99.99
50.00
99.86
99.99
99.80
99.99
-
99.99
99.91
99.98
99.99
99.92
99.99
50.00
99.86
99.99
99.80
99.99
74.50
99.99
99.91
99.98
99.99
99.92
501,000
645,600
105,000
100,000
75,000
40,000
-
11,250
8,000
3,000
1,000
50
501,000
645,600
105,000
100,000
75,000
40,000
20,000
11,250
8,000
3,000
1,000
50
501,000
322,800
104,850
100,000
74,850
39,999
-
11,249
7,993
3,000
999
50
1,166,790
501,000
322,800
104,850
100,000
74,850
39,999
14,900
11,249
7,993
3,000
999
50
1,181,690
(501,000)
-
(104,850)
-
(74,850)
-
-
(11,249)
(7,993)
-
-
-
(699,942)
(501,000)
-
(104,850)
-
(74,850)
-
-
(11,249)
(7,993)
-
-
-
(699,942)
-
322,800
-
100,000
-
39,999
-
-
-
3,000
999
50
466,848
-
322,800
-
100,000
-
39,999
14,900
-
-
3,000
999
50
481,748
Subsidiaries
CR (Thailand) Co., Ltd.
CR Rajchaburi (Thailand) Co., Ltd.
Robinson Nakarin Co.,Ltd.
Robinson Sukhumvit Co., Ltd.
Robinson Ratchada Co., Ltd.
Kruerkaew Co., Ltd.
Sapanmai Department Store Co., Ltd.
Kruerpetch Co., Ltd.
Robinson Anusawaree Co., Ltd.
RD Pattana Co., Ltd.
Robinson S.P.V. Co., Ltd.
R-Trading (L) BHD.
For the years ended 31 December 2007 and 2006
100
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Separate financial statements (Restated)
Ownership interest Paid-up capital Cost method Impairment Cost method-Net
(%) (in thousand Baht)
40.00
29.19
24.00
24.00
-
40.00
29.19
24.00
24.00
20.86
560,000
370,000
500,000
125,000
-
560,000
370,000
500,000
125,000
428,200
224,000
108,000
120,000
30,000
-
482,000
1,648,790
224,000
108,000
120,000
30,000
89,330
571,330
1,753,020
-
-
(120,000)
(30,000)
-
(150,000)
(849,942)
-
-
(120,000)
(30,000)
(89,330)
(239,330)
(939,272)
224,000
108,000
-
-
-
332,000
798,848
224,000
108,000
-
-
-
332,000
813,748
Associates
Power Buy Co., Ltd.
CRC Sports Co., Ltd.
Siam Retail Development Co., Ltd.
Square Ritz Plaza Co., Ltd.
D C R Co., Ltd.
Total
For the years ended 31 December 2007 and 2006
101
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Consolidated financial statements
Ownership interest Paid-up capital Investment value
(%) (in thousand Baht)
19.58
6.56
4.15
0.71
19.58
6.56
4.15
2.50
600,000
400,000
170,000
2,800,000
600,000
400,000
170,000
800,000
117,500
26,250
12,713
20,000
176,463
117,500
26,250
12,713
20,000
176,463
(117,500)
-
(12,713)
(20,000)
(150,213)
(117,500)
(26,250)
(12,713)
(20,000)
(176,463)
-
26,250
-
-
26,250
-
-
-
-
-
10 Other long-term investment
Wattanawana Co., Ltd.
Rangsit Plaza Co., Ltd.
Samakeesan (Dokya) Co., Ltd.
Siam Family Mart Co., Ltd.
Total
Allowancefor impairmen
Investmentvalue - net
Other long-term investments recorded by the cost method as at 31 December 2007 and 2006 were as follows:
For the years ended 31 December 2007 and 2006
102
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Separate financial statements (Restated)
Ownership interest Paid-up capital Investment value
(%) (in thousand Baht)
6.56
4.15
0.71
6.56
4.15
2.50
400,000
170,000
2,800,000
400,000
170,000
800,000
26,250
12,713
20,000
58,963
26,250
12,713
20,000
58,963
-
(12,713)
(20,000)
(32,713)
(26,250)
(12,713)
(20,000)
(58,963)
26,250
-
-
26,250
-
-
-
-
Rangsit Plaza Co., Ltd.
Samakeesan (Dokya) Co., Ltd.
Siam Family Mart Co., Ltd.
Total
Allowancefor impairmen
Investmentvalue - net
For the years ended 31 December 2007 and 2006
In 2006, Rangsit Plaza Co.,Ltd. generated profits from operations totaling Baht 1,545 million and had retained earnings as at 31 December 2006 totalling Baht 188.6 million. Thesefactors indicate that the value of this long-term investment is no longer impaired. Management has, accordingly, reversed the remaining balance of allowance for impairment invalue of this investment amounting to Baht 26.25 million in the statement of income for the year ended 31 December 2007
103
11 Property, plant and equipment
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Consolidated financial statements
(in thousand Baht)Cost
At 1 January 2006
Reversal of impairment loss
Additions
Transfer
Disposals
At 31 December 2006 and
1 January 2007
Additions
Transfer
Disposals
At 31 December 2007
Leaseholdimprovement
Building,constructions
andimprovementLand
Informationsystem
equipment
Buildingsystem
equipment
Furniture,fixtures
and officeequipment
Transportationequipment
Underconstruction Total
180,898
52,000
-
-
-
232,898
-
-
-
232,898
809,024
457,821
-
-
(3,458)
1,263,387
-
-
(56,294)
1,207,093
1,326,134
-
103,508
81,469
(10,473)
1,500,638
105,544
33,263
(3,481)
1,635,964
304,127
-
4,893
12
(29,403)
279,629
16,800
26,400
(32,778)
290,051
1,119,680
113,696
57,293
178,900
(11,751)
1,457,818
79,900
25,458
(1,842)
1,561,334
1,657,456
-
36,662
7,533
(138,512)
1,563,139
26,083
4,642
(96,435)
1,497,429
16,713
-
1,047
-
(3,311)
14,449
503
-
(255)
14,697
59,184
-
437,704
(474,205)
-
22,683
115,579
(89,763)
(36,898)
11,601
5,473,216
623,517
641,107
(206,291)
(196,908)
6,334,641
344,409
-
(227,983)
6,451,067
For the years ended 31 December 2007 and 2006
104
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Consolidated financial statements
(in thousand Baht)Accumulated depreciation
At 1 January 2006
Reversal of impairment loss
Depreciation charges
for the year
Disposals
At 31 December 2006
and 1 January 2007
Depreciation charges
for the year
Disposals
At 31 December 2007
Net book value
At 31 December 2006
At 31 December 2007
Leaseholdimprovement
Building,constructions
andimprovementLand
Informationsystem
equipment
Buildingsystem
equipment
Furniture,fixtures
and officeequipment
Transportationequipment
Underconstruction Total
296
-
-
-
296
-
-
296
232,602
232,602
624,290
116,061
58,852
(1,514)
797,689
57,719
(54,885)
800,523
465,698
406,570
583,146
-
133,649
(5,279)
711,516
186,305
(1,707)
896,114
789,122
739,850
238,985
-
27,547
(30,988)
235,544
27,990
(6,939)
256,595
44,085
33,456
862,978
113,696
132,688
(6,789)
1,102,573
169,485
(1,480)
1,270,578
355,245
290,756
1,555,169
-
52,796
(130,593)
1,477,372
39,945
(94,867)
1,422,450
85,767
74,979
15,020
-
1,106
(3,300)
12,826
885
(252)
13,459
1,623
1,238
-
-
-
-
-
-
-
-
22,683
11,601
3,879,884
229,757
406,638
(178,463)
4,337,816
482,329
(160,130)
4,660,015
1,996,825
1,791,052
For the years ended 31 December 2007 and 2006
105
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Separate financial statements
(in thousand Baht)Cost
At 1 January 2006
Reversal of impairment loss
on assets
Additions
Transfers
Disposals
At 31 December 2006
and 1 January 2007
Additions
Transfers
Disposals
At 31 December 2007
Leaseholdimprovement
Building,constructions
andimprovementLand
Informationsystem
equipment
Buildingsystem
equipment
Furniture,fixtures
and officeequipment
Transportationequipment
Underconstruction Total
69,538
-
-
-
-
69,538
-
-
-
69,538
750,421
444,813
-
-
(1,568)
1,193,666
-
-
(56,296)
1,137,370
507,015
-
78,918
65,470
(8,147)
643,256
35,664
12,504
(1,724)
689,700
249,780
-
11,565
397
(17,689)
244,053
3,752
26,400
(32,543)
241,662
715,631
68,189
46,412
130,166
(4,315)
956,083
23,092
18,114
(1,835)
995,454
1,137,841
-
20,487
5,335
(77,275)
1,086,388
9,734
-
(95,756)
1,000,366
10,233
-
38
-
(2,749)
7,522
-
-
-
7,522
57,324
-
368,990
(407,699)
-
18,615
78,252
(57,018)
(36,898)
2,951
3,497,783
513,002
526,410
(206,331)
(111,743)
4,219,121
150,494
-
(225,052)
4,144,563
For the years ended 31 December 2007 and 2006
106
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Separate financial statements
(in thousand Baht)Accumulated depreciation
At 1 January 2006
Reversal of impairment loss
on assets
Depreciation charge
for the year
Disposals
At 31 December 2006
and 1 January 2007
Depreciation charge
for the year
Disposals
At 31 December 2007
Net book value
At 31 December 2006
At 31 December 2007
Leaseholdimprovement
Building,constructions
andimprovementLand
Informationsystem
equipment
Buildingsystem
equipment
Furniture,fixtures
and officeequipment
Transportationequipment
Underconstruction Total
-
-
-
-
-
-
-
-
69,538
69,538
602,740
112,984
54,987
(896)
769,815
53,963
(54,885)
768,893
423,851
368,477
168,964
-
84,103
(5,242)
247,825
116,693
(1,253)
363,265
395,431
326,435
199,154
-
21,045
(15,501)
204,698
21,819
(8,690)
217,827
39,355
23,835
554,261
68,189
86,060
(4,235)
704,275
106,378
(1,632)
809,021
251,808
186,433
1,067,199
-
36,267
(74,935)
1,028,531
28,428
(94,661)
962,298
57,857
38,068
8,799
-
693
(2,738)
6,754
403
-
7,157
768
365
-
-
-
-
-
-
-
-
18,615
2,951
2,601,117
181,173
283,155
(103,547)
2,961,898
327,684
(161,121)
3,128,461
1,257,223
1,016,102
For the years ended 31 December 2007 and 2006
107
108
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Separatefinancial statements
Consolidatedfinancial statements
(in thousand Baht)
Reversal of impairment loss on assets
Share of profits from investments accounted for
using the equity method
Total
2,170,235
-
2,170,235
1,054,746
1,115,489
2,170,235
The gross carrying amount of fully depreciated property, plant and equipment of the group and the Company that
was still in use as at 31 December 2007 amounted to Baht 3,087 million and Baht 2,161 million, respectively (2006: Baht
2,325 million and Baht 1,846 million, respectively).
In December 1999, the Company and its subsidiaries appraised the value of their land, leasehold rights and leasehold
improvement. The appraisals were carried out by an independent appraiser using methodologies including Sales
Comparison Approach (Market Approach), Discounted Cash Flow Analysis and Income Capitalisation Approach. The
appraisals indicated that the valuation of these assets was lower than cost by Baht 3,406.9 million, which was charged
to selling and administrative expenses in the financial statements for the year ended 31 December 1999. In March
2006, the Company and its subsidiaries reappraised the value of their land, leasehold rights and leasehold
improvement. The appraisals were carried out by an independent appraiser using the Income Capitalisation Approach.
The appraisals indicated that the valuation of these assets was higher than the net book value as at 31 March 2006
before netting off the impairment loss booked in 1999.
In 2005, the Company successfully complied with the Business Reorganisation Plan and on 6 February 2006 the
Central Bankruptcy Court issued an order to lift the Business Reorganisation requirement of the Company. Furthermore, the
Company generated profits from operations of Baht 927.2 million in 2005.
The above factors indicate that the value of these assets is no longer impaired. Management, accordingly, reversed
the remaining balance of allowance for impairment in value of the land, leasehold right and leasehold improvement as
at 31 March 2006, totaling Baht 2,170.2 million, to the statements of income for the year ended 31 December 2006 as
follows:
For the years ended 31 December 2007 and 2006
109
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Separatefinancial statements
Consolidatedfinancial statements
(in thousand Baht)
Cost
At 1 January 2006
Reversal of impairment loss on assets
Additions
Disposals
At 31 December 2006 and 1 January 2007
Additions
Disposals
At 31 December 2007
2,953,767
2,375,838
237,951
(24,178)
5,543,378
-
-
5,543,378
1,789,830
977,648
237,951
(24,178)
2,981,251
-
-
2,981,251
12 Leasehold rights
Note
11
Separatefinancial statements
Consolidatedfinancial statements
(in thousand Baht)
Accumulated amortisation
At 1 January 2006
Reversal of impairment loss on assets
Amortisation charge for the year
At 31 December 2006 and 1 January 2007
Amortisation charge for the year
At 31 December 2007
Net book value
At 31 December 2006
At 31 December 2007
1,560,829
599,363
162,752
2,322,944
194,088
2,517,032
3,220,434
3,026,346
1,021,045
254,731
86,941
1,362,717
104,490
1,467,207
1,618,534
1,514,044
Note
11
For the years ended 31 December 2007 and 2006
In March 2006, the management reversed the remaining balance of allowance for impairment in value of the assets as
at 31 March 2006 as disclosed in Note 11.
110
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
TotalNegative goodwillGoodwill(in thousand Baht)
Cost
At 1 January 2006
At 31 December 2006
At 31 December 2007
Accumulated amortization
At 1 January 2006
Amortisation charge for the year
At 31 December 2006 and
1 January 2007
Amortisation charge for the year
At 31 December 2007
Net book value
At 31 December 2006
At 31 December 2007
13 Goodwill
Consolidated financial statements
78,750
78,750
78,750
12,400
2,907
15,307
2,908
18,215
63,443
60,535
(27,082)
(27,082)
(27,082)
(20,763)
(1,354)
(22,117)
(1,354)
(23,471)
(4,965)
(3,611)
51,668
51,668
51,668
(8,363)
1,553
(6,810)
1,554
(5,256)
58,478
56,924
Restricted cash at bank
Guarantees and deposits
Receivable from the Revenue
Department
Land not used in operations
Others
Total
14 Other non-current assets
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
174,640
80,100
30,085
140,913
77,520
503,258
174,163
82,295
61,261
140,913
83,100
541,732
157,726
76,564
21
-
64,731
299,042
157,884
76,944
33,908
-
70,943
339,679
For the years ended 31 December 2007 and 2006
111
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
15 Trade accounts payable
Related parties
Other parties
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
137,756
2,345,077
2,482,833
94,467
2,255,531
2,349,998
79,979
1,370,087
1,450,066
58,962
1,409,551
1,468,513
Note
4
16 Interest-bearing liabilities
Current
Current portion of long-term
loan from financial institution
- secured
Short-term loans from related
parties - unsecured
Non-current
Long-term loan from
subsidiary - unsecured
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Note
4
4
-
-
-
-
-
-
123,000
115,100
238,100
-
-
238,100
-
1,007,837
1,007,837
113,300
113,300
1,121,137
123,000
1,081,020
1,204,020
113,300
113,300
1,317,320
For the years ended 31 December 2007 and 2006
Trade accounts payable of the Group and the Company as at 31 December 2007 and 2006 were denominated entirely
in Thai Baht.
112
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Within one year
After one year but within five years
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
-
-
-
238,100
-
238,100
1,007,837
113,300
1,121,137
1,204,020
113,300
1,317,320
Land
Building
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
-
-
-
-
-
-
69,538
141,763
211,301
69,538
141,763
211,301
Secured interest-bearing liabilities as at 31 December were secured on the following assets:
The period to maturity of interest-bearing liabilities as at 31 December were as follows:
On 15 December 2005, the Company entered into a loan agreement with a local financial institution totalling Baht 950
million. This loan bears interest at the minimum loan rate minus 1.5% per annum for the first year and minus 1.25%
per annum during the second to the third years. The repayment of principal will be made in 36 monthly installments
in amount specific in the agreement commencing from January 2006. The loan is collateralised by the mortgage of a
portion of the Companyûs land and structures thereon under the credit line totalling Baht 1,500 million and a negative
pledge for the Companyûs leasehold rights and structures thereon of the Company, maintaining minimum percentage
of investment by Group of related companies and certain financial ratio as specified in the agreement.
During the years 2007 and 2006, the Company made early repayment of the loans of Baht 123 million and Baht 510
million, respectively.
As at 31 December 2007 the Company had unutilised credit facilities totalling Baht 1,378.2 million (2006: Baht 3,375.4
million).
Interest-bearing liabilities of the Group and the Company as at 31 December 2007 and 2006 were denominated
entirely in Thai Baht.
For the years ended 31 December 2007 and 2006
113
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
17 Other current liabilities
Accrued expenses
Deposits and advances received
Other accounts payable
Revenue Department payable
Others
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
179,575
74,492
162,169
3,894
248,923
669,053
175,876
68,281
194,384
5,799
223,089
667,429
121,496
34,324
88,453
2,404
242,060
488,737
128,296
35,292
159,579
4,244
197,207
524,618
18 Other non-current liabilities
Accrued leasehold rights
Others
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
14,699
-
14,699
-
-
-
-
-
-
15,199
1,053
16,252
For the years ended 31 December 2007 and 2006
114
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
19 Share capital
20 Legal reserve
Authorised
At 1 January
- ordinary shares
Reduction in par value
- from Baht 10 to Baht 3.55
At 31 December
- ordinary shares
- ordinary shares
Issued and paid
At 1 January
- ordinary shares
Reduction in par value
- from Baht 10 to Baht 3.55
At 31 December
- ordinary shares
- ordinary shares
(thousand shares/ thousand Baht)
Number AmountNumber Amount
20062007
1,110,661
-
-
1,110,661
1,110,661
-
-
1,110,661
11,106,611
(7,163,764)
-
3,942,847
11,106,611
(7,163,764)
-
3,942,847
1,110,661
-
1,110,661
-
1,110,661
-
1,110,661
-
11,106,611
-
11,106,611
-
111,106,611
-
11,106,611
-
Par value per share(in Baht)
10
(6.45)
10
3.55
10
(6.45)
10
3.55
Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (çlegal reserveé), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
For the years ended 31 December 2007 and 2006
Please refer to note 34 for the circumstances of the decrease in the share capital during 2007.
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
115
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
21 Segment information
22 Interest income
Interest income
Related parties
Financial institutions
Total
(in thousand Baht)
-
17,294
17,294
-
22,509
22,509
218,294
16,080
234,374
338,343
10,962
349,305
Note
4
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
23 Other income
Utilities income
Promotion and advertising
income
Management fee income
Reversal of impairment
loss on investments
Others
Total
(in thousand Baht)
180,411
46,031
8,139
60,834
190,529
485,944
186,135
54,516
7,411
-
112,790
360,852
115,058
46,317
107,741
106,969
126,577
502,662
116,821
60,165
103,543
-
93,366
373,895
Note
4
4
Business segments
Management considers that the Group operates in a single line of business, namely operation of department stores, and has, therefore, only one major business segment
Geographic segments
Management considers that the Group operates in a single geographic area, namely in Thailand, and has, therefore, only one major geographic segment
For the years ended 31 December 2007 and 2006
116
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
24 Selling and administrative expenses
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Personnel expenses
Promotion expenses
Utilities expenses
Depreciation and amortisation
Building expenses
Allowance for obsolete and
slow-moving inventories
Others
Total
(in thousand Baht)
621,707
222,137
468,377
691,486
277,505
1,426
538,247
2,820,885
602,563
280,916
462,738
581,143
236,347
216,949
523,180
2,903,836
467,221
162,205
305,912
438,878
226,343
912
404,297
2,005,768
461,300
217,493
304,890
372,905
208,663
221,258
432,375
2,218,884
Note
4
25 Personnel expenses
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Wages and salaries
Contribution to defined
contribution plans
Others
Total
(in thousand Baht)
437,242
5,649
178,816
621,707
403,928
5,056
193,579
602,563
327,849
4,870
134,502
467,221
308,254
4,420
148,626
461,300
The Group has established contributory provident funds for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 3% to 5% of their basic salaries and by the Group from 3% to 5% of the employeesû basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.
For the years ended 31 December 2007 and 2006
117
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
26 Interest expense
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Interest income
Related parties
Financial institutions
Total
(in thousand Baht)
2,017
1,555
3,572
3,034
32,444
35,478
7,001
1,417
8,418
6,172
32,338
38,510
Note
4
27 Income tax expense
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
Current tax expense
Current year
Under / (over) provided in prior
years
(in thousand Baht)
208,697
-
208,697
192,892
-
192,892
164,092
-
164,092
171,507
-
171,507
The current tax expense in the consolidated and separate statements of income is less than the amount determined by applying the Thai corporation tax rate to the accounting profit for the year principally because the different treatment for accounting and taxation purposes of certain items of income and expense, in particular, reversal of impairment loss on investments, allowance for obsolete and slow-moving and losses suffered by certain subsidiaries cannot be set-off against the profits of the Company and other subsidiaries for tax purposes.
For the years ended 31 December 2007 and 2006
118
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial StatementsFor the years ended 31 December 2007 and 2006
28 Earnings per share
Basic earnings per share
The calculation of basic earnings per share in the consolidated and separate financial statements for the year ended 31 December 2007 was based on the consolidated and separate net profit attributable to ordinary shareholders of Baht 864 million and Baht 547 million, respectively, (2006: Baht 2,662 million and Baht 1,296 million, respectively) and the number of shares outstanding during the year of 1,110,661,133 (2006: 1,110,661,133)
29 DividendsAt the annual general meeting of the shareholders of the Company held on 27 April 2007, the shareholders approved the appropriation of dividends of Baht 0.32 per share, amounting to Baht 355.4 million. The dividend was paid to shareholders during 2007. The general shareholders' meeting also approved the appropriation of Baht 52.2 million to legal reserve, which had been recorded in the financial statements for the year ended 31 December 2006.
At the annual general meeting of the shareholders of the subsidiary held on 28 April 2006, the shareholders approved the appropriation of dividends of Baht 25.0 per share, amounting to Baht 44.25 million. The dividend was paid to shareholders during 2006.
30 Change in accounting policy
(a) Investments in subsidiary companies and associates
The following change of accounting policy by the Company has no effect on the consolidated financial statements of the Group.
Until 31 December 2006, the Company accounted for its investments in subsidiary companies, and associates in its financial statements using the equity method.
During 2007, the FAP issued the following new TAS which are effective for accounting periods beginning on or after 1 January 2007:
TAS 44 (revised 2007) Consolidated and Separate Financial Statements
TAS 45 (revised 2007) Investment in Associates
TAS 46 (revised 2007) Interest in joint Ventures
20062007
(in thousand Baht)
119
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
These new TAS require a parent company which has an investment in a subsidiary company, an entity under
joint control, or an associate company, which is not classified as a "held for sale" investment, to record such
investment in accordance with either the cost method or with the recognition and measurement basis for
financial instruments (when a TAS on financial instruments is issued and becomes effective), instead of the
equity method currently used.
Starting from 1 January 2007, the Company has, accordingly, changed its accounting policy for its investments
in subsidiary companies and associate companies in its financial statements from the equity method to the
cost method. The change in accounting policy has been applied retrospectively and the Company's 2006
financial statements, which are included in the Company's 2007 financial statements for comparative purposes,
have been restated accordingly. The effects of the change in accounting policy on the Company's 2007 and
2006 financial statements are as follows:
Investments in subsidiaries and associates
Balance at 1 January before change in accounting policy
(Decrease) increase in retained earnings
Decrease in provision for loss from investments
in subsidiaries accounted for using the
equity method
Decrease in provision for excess of losses from
investments in subsidiaries
Increase in allowance for doubtful accounts
Net decrease
Balance at 1 January after change in accounting policy
2,052,074
(572,281)
(3,023,713)
(47,121)
2,404,789
(1,238,326)
813,748
1,642,494
793,604
(4,184,903)
(81,588)
2,372,591
(1,100,296)
542,198
For the years ended 31 December 2007 and 2006
20062007
(in thousand Baht)
120
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
Retained earnings (deficit)
Balance at 1 January before change in accounting policy
Decrease in share of profits from investments
accounted for using the equity method, net
Decrease in provision for loss from investments
in subsidiaries accounted for using the
equity method
Increase in allowance for doubtful accounts
Decrease in provision for excess of losses from
investment in subsidiaries
Net (decrease) increase
Balance at 1 January after change in accounting policy
991,644
(1,238,326)
3,023,713
(2,404,789)
47,121
(572,281)
419,363
(1,618,006)
(1,100,296)
4,184,903
(2,372,591)
81,588
793,604
(824,402)
20062007
(in thousand Baht)
Net profit
Net profit before change in accounting policy
Decrease in share of profits from investments accounted for
using the equity method, net
Increase in allowance for doubtful accounts
Net decrease
Net profit after change in accounting policy
Decrease in earnings per share (Baht)
865,823
(315,792)
-
(315,792)
550,031
0.28
2,661,850
(1,333,687)
(32,198)
(1,365,885)
1,295,965
1.23
For the years ended 31 December 2007 and 2006
121
Robinson Department StorePublic Company Limited and its Subsidiaries
Notes to the Financial Statements
(b) Land, leasehold rights and leasehold improvement
In 2006, the Group changed its accounting policy for land, leasehold rights and leasehold improvement from revalued amount to the cost basis. The change was made because, in the opinion of the directors, the new policy, which is the benchmark treatment given in Thai Accounting Standard 32 - Property, Plant and Equipment, facilitates tracking and comparison of the primary financial information of the Group over different financial periods and is more appropriate for the Group in the current financial and economic environment.
31 Financial instruments
Financial risk management policies
The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes.
Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group's risk management process to ensure that an appropriate balance between risk and control is achieved.
Interest rate risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group's operations and its cash flows because loan interest rates are mainly floated. The Group is primarily exposed to interest rate risk from its borrowings (Note 16).
For the years ended 31 December 2007 and 2006
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Consolidated financial statements
More than5 Years
Over 1 to5 Years
1 year or toless
Total
2007
Floating Fixed
(%)(in thousand Baht)
Financial assets
Cash at financial institutions
Short term investment
Restricted cash at bank
As at 31 December 2007 and 2006, the Company and subsidiaries had risk from the changing value of financial instruments, from changing market interest rates as follows:
Fixed interest rate maturing in: Average interest rate
1,250,529
1,196
174,640
1,250,529
200,960
174,640
0.50-2.67
0.75-2.375
0.50-3.50
-
199,764
-
-
-
-
-
-
-
-
3.074
-
Floatinginterest rate
122
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Separate financial statements
More than5 Years
Over 1 to5 Years
1 year or toless
Floatinginterest rate Total
2007
Floating Fixed
(%)(in thousand Baht)
Financial assets
Cash at financial institutions
Short-term investment
Restricted cash at bank
Short-term loans and
advances to related parties
Long-term loans to related parties
Financial liabilities
Short-term loans and advances
from related parties
Long-term loan from related party
Fixed interest rate maturing in: Average interest rate
958,850
1,196
157,726
4,390,465
-
1,007,837
-
958,850
200,960
157,726
4,390,465
61,224
1,007,837
113,300
0.5-2.67
0.75-2.375
1.50-3.50
Fixed deposit+1.5
-
Savings+2.50
-
-
199,764
-
-
-
-
-
-
-
-
-
-
-
113,300
-
-
-
-
61,224
-
-
-
3.074
-
-
6.00
3.00
2.00
123
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Consolidated financial statements
More than5 Years
Over 1 to5 Years
1 year or toless
Floatinginterest rate Total
2006
Floating Fixed
(%)(in thousand Baht)
Financial assets
Cash at financial institutions
Short term investment
Restricted cash at bank
Financial liabilities
Current portion of long-term loan
from financial institution
Short - term loans and advances
from related parties
Fixed interest rate maturing in: Average interest rate
889,523
7,823
174,163
123,000
115,100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
889,523
7,823
174,163
123,000
115,100
0.50 - 3.50
1.00 - 3.50
1.50 - 3.50
MLR - 1.25
Savings + 2.50
124
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Separate financial statements
More than5 Years
Over 1 to5 Years
1 year or toless
Floatinginterest rate Total
2006
Floating Fixed
(%)(in thousand Baht)
Financial assets
Cash at financial institutions
Short-term investment
Restricted cash at bank
Short-term loans and
advances to related parties
Long-term loans to related parties
Financial liabilities
Current portion of long-term loan
from financial institution
Short-term loans and advances
from related parties
Long-term loan from related party
Fixed interest rate maturing in: Average interest rate
667,166
1,155
157,884
4,658,801
-
123,000
1,081,020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
113,000
-
-
-
-
61,224
-
-
-
-
-
-
6.00
-
4.00
2.00
667,166
1,155
157,884
4,658,801
61,224
123,000
1,081,020
113,000
0.50 - 3.50
1.00 - 3.50
0.50 - 4.00
MLR - 0.5
-
MLR - 1.25
Savings+2.50
-
125
126
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial
and contractual obligations to the Group as and when they fall due.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit
evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there
were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying
amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the
Group's customer base, Management does not anticipate material losses from its debt collection.
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by
management to finance the Group's operations and to mitigate the effects of fluctuations in cash flows.
Fair values
The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable,
willing parties in an arm's length transaction.
The fair value of trade and other short-term receivables is taken to approximate the carrying value.
The carrying amounts of short-term loans to subsidiaries approximate their fair values because they are short-term
maturity loans. The carrying amounts of long-term loans to subsidiaries approximate their fair value estimated from
the current market interest rates available for borrowings with the same maturity profile.
The carrying amounts of borrowings with variable interest rates approximate their fair values. The carrying amounts of
other accounts with fixed interest rates are immaterial.
127
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
Capital commitments
Contracted but not provided for
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
22,000 -23,000 -
Operating lease commitments
Within one year
After one year but
within five years
After five years
Total
(in thousand Baht)
2007 2006 2007 2006
Separatefinancial statements
Consolidatedfinancial statements
167,871
662,525
1,555,343
2,385,739
112,492
442,703
407,840
963,035
125,766
547,499
726,598
1,399,863
107,674
479,428
483,607
1,070,709
32 Commitments with non-related parties
The group has lease agreements covering rental and service agreements with local certain companies. These
agreements are for periods until the year 2025. The annual rental and service fees are payable as follows:
32 Thai Accounting Standards (TAS) not yet adopted
128
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
The Group has not adopted the following TAS that have been issued as of the balance sheet date but are not yet
effective. These TAS will become effective for financial periods beginning on or after 1 January 2008.
TAS 25 (revised 2007) Cash Flows Statements
TAS 29 (revised 2007) Leases
TAS 31 (revised 2007) Inventories
TAS 33 (revised 2007) Borrowing Costs
TAS 35 (revised 2007) Presentation of Financial Statements
TAS 39 (revised 2007) Accounting Policies, Changes in Accounting Estimates and Errors
TAS 41 (revised 2007) Interim Financial Reporting
TAS 43 (revised 2007) Business Combinations
TAS 49 (revised 2007) Construction Contracts
TAS 51 Intangible Assets
The adoption and initial application of these TAS is not expected to have any material impact on the consolidated or
separate financial statements.
129
Robinson Department StorePublic Company Limited and its Subsidiaries
For the years ended 31 December 2007 and 2006
Notes to the Financial Statements
As at 31 December 2006, the Company's separate financial statements, before restatement (note 30), carried a
share discount and unappropriated retained earnings of approximately Baht 7,217 million and Baht 992 million,
respectively. Subsequent to the approval of the 2006 unrestated financial statements, on 26 February 2007, the
Board of Directors approved the appropriations of 2006 profits as cash dividends and legal reserve totaling
Baht 355.4 million (Baht 0.3 per share) and Baht 52.2 million, respectively. The Annual General Meeting of the
Company's shareholders held on 27 April 2007 approved the Board of Directors' proposal to distribute the
dividends, which were paid on 25 May 2007. On 27 April 2007, the Federation of Accounting Professions (FAP)
announced a guidance outlining the accounting treatment for compensation of cumulative deficit of a public
company partly requiring a public company carrying a share discount and cumulative profits to set aside the
amount of accumulated profits not less than the share discount prior to paying the dividends. As such, the
approvals of payments of dividends have not been in line with the FAP's Announcement. The Company closed
the shareholders' register for right to receive the dividends on 9 May 2007 and had proceeded with the
payments of dividends as approved by the shareholders.
During the third quarter of 2007, the shareholders resolved to decrease the registered share capital of the
Company from Baht 11,106.6 million (divided into 1,110,661,133 shares at Baht 10 par value) to Baht 3,942.8
million (divided into 1,110,661,133 shares at Baht 3.55 par value) and to transfer the premium resulting from the
decrease in share capital amounting to Baht 7,163.8 million and a portion of unappropriated retained earnings
amounting to Baht 53.7 million to set off against the total amount of share discount amounting to Baht 7,217.5
million The Company registered the decrease in the registered share capital with the Ministry of Commerce on
13 September 2007.
On 12 April 2007, a portion of the Company's property, equipment and inventories was damaged by fire.
Currently, the Company has received compensation for all losses incurred in amount of Baht 53.9 million.
Certain accounts in the 2006 financial statements have been reclassified to conform with the presentation in
the 2007 financial statements.
34 Others
34 Reclassification of accounts
(a)
(b)
130
The Company enters various transactions with its subsidiaries, joint-venture companies and other related
companies. Certain assets, liabilities, income, costs and expenses of the Company and its subsidiaries also involve
inter-company transactions. These businesses are related through sharing the same shareholders and/or directors,
as disclosed in Note 4 of the Company's financial statement. Details of major transactions during the year ended
31 December 2007 can be summarized as follows:
Details of Major Transactions
Robinson Department StorePublic Company Limited and its Subsidiaries
Inter-Company Transactions
Subject Related Company Relationship with
Subs
idiarie
s
Joint-v
entu
res
Main
Shar
eholde
rs
Joint s
hare
holder
s
Joint D
irect
ors
Inter-company
Transaction
value
(Million Baht)
Robinson Anusawaree Co., Ltd.
Robinson Ratchada Co., Ltd.
Robinson Sukhumvit Co., Ltd.
Robinson Nakarin Co., Ltd.
Kruerpetch Co., Ltd.
Robinson S.P.V Co., Ltd.
CR (Thailand) Co., Ltd.
CR Hadyai (Thailand) Co., Ltd.
CR Udonthani (Thailand) Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Ratchaburi (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Robinson Sukhumvit Co., Ltd.
CR Hadyai (Thailand) Co., Ltd.
CR Udonthani (Thailand) Co., Ltd.
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
391.40
553.22
Income
Interests
Rentals and
Services
Subject Related Company Relationship with
Subs
idiarie
s
Joint-v
entu
res
Main
Shar
eholde
rs
Joint s
hare
holder
s
Joint D
irect
ors
Inter-company
Transaction
value
(Million Baht)
131
Robinson Department StorePublic Company Limited and its Subsidiaries
Inter-Company Transactions
CR Phuket (Thailand) Co., Ltd.
CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Ratchaburi (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
B2S Co., Ltd.
CRC Power Retail Co., Ltd.
Office Club (Thailand) Co., Ltd.
Group of Central Food Retail Co., Ltd.
Central Department Co., Ltd.
Central Retail Corporation Co., Ltd.
CDS Restaurant Co., Ltd.
Central Pattana Group Pcl.
Textral Textile Co., Ltd.
RIS Co., Ltd.
Central Watson Co., Ltd.
Group of Central Restaurant Group Co., Ltd.
(Auntie Anne's, Pizza Hut, Mister Donut, KFC)
CR Hadyai (Thailand) Co., Ltd.
CR Udonthani (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Ratchaburi (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
7.39Financial Services
Subject Related Company Relationship with
Subs
idiarie
s
Joint-v
entu
res
Main
Shar
eholde
rs
Joint s
hare
holder
s
Joint D
irect
ors
Inter-company
Transaction
value
(Million Baht)
132
Robinson Department StorePublic Company Limited and its Subsidiaries
Inter-Company Transactions
Group of Central Food Retail Co., Ltd.
B2S Co., Ltd.
CRC Power Retail Co., Ltd.
Robinson Sukhumvit Co., Ltd.
Kruerkaew Co., Ltd.
RD Pattana Co., Ltd.
CR Hadyai (Thailand) Co., Ltd.
CR Udonthani (Thailand) Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Ratchaburi (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Central Trading Co., Ltd.
Central Garment Factory Co., Ltd.
Cetrac International Ltd.
Textral Textile Co., Ltd.
Earth Care Co., Ltd.
Central Department Co., Ltd.
Central Pattana Group Pcl.
Tiang Chirathivat Co., Ltd.
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
107.74
523.11
94.65Rentals/Services
Management fees
Expenses
Merchandising
Payment
Subject Related Company Relationship with
Subs
idiarie
s
Joint-v
entu
res
Main
Shar
eholde
rs
Joint s
hare
holder
s
Joint D
irect
ors
Inter-company
Transaction
value
(Million Baht)
133
Robinson Department StorePublic Company Limited and its Subsidiaries
Inter-Company Transactions
Robinson Sukhumvit Co., Ltd.
Kruerkaew Co., Ltd.
RD Pattana Co., Ltd.
Central Retail Corporation Co., Ltd.
CR (Thailand) Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
Group of Central Food Retail Group Co., Ltd.
PB Logistic Co., Ltd.
CRC Sport Co., Ltd.
CR Hadyai (Thailand) Co., Ltd.
CR Udonthani (Thailand) Co., Ltd.
CR Phuket (Thailand) Co., Ltd.
CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
CR Chiang Mai (Thailand) Co., Ltd.
CR Ubon Ratchathani (Thailand) Co., Ltd.
CR Ratchaburi (Thailand) Co., Ltd.
CR Chantaburi (Thailand) Co., Ltd.
Central Retail Corporation Co., Ltd.
RIS Co., Ltd.
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
2,073.57
180.11
76.50Management fees
Interests
Financial support
via subsdiaries
134
Robinson Department StorePublic Company Limited and its Subsidiaries
Inter-Company Transactions
Necessary Inter-company Transactions
Type of Transaction
Merchandise purchases
Rental and service income
Income from financial services
Management fee income
Management fee expenses
Lending and borrowing to
and from subsidiaries
Necessary Inter-company Transactions
The Company purchases popular brand products from relevant suppliers and acts
as sole distributor of those products. The same merchandising policy is followed
with other suppliers. Prices are negotiated with a view to achieving the highest
gross profit margin. Such products must be currently available in the market and
competitive with similar products offered by other department stores.
Specialty stores are run by affiliated companies and other companies that are
expert in specialty merchandising of specific products that are popular among the
Company's target customers. Specialty stores are also specially designed in unique,
modern styles in accordance with the Company's concepts. Compensation is based
either on a percentage of sales or a fixed rate. In addition, the Company provides
space to affiliated companies to set up international money transferred counter
services.
This source of income is derived from affiliates who use the Company's secure
room to store their cash receipts during the day. The service is a general service to
be offered by other department stores in order to facilitate their tenants. The
service fee charged to those related parties are at the same rates charged to other
tenants and/or business partners
Collected from the Company's affiliates and subsidiaries for department store
management, merchandising, marketing and use of the Robinson brand. The rate is
based on a percentage of sales and/or other income, as per each joint venture
agreement.
Paid to related company for accounting and financial management services, human
resources, legal issues, and tax. The service provider is of specialized management
expertise, so as to enable the Company to efficiently and effectively minimize
related costs.
Centralization of the merchandising system involves making inter-company loans
thru the current account system. Inter-company loan costs are minimum loan rates
or saving rates or fixed deposit rate of certain local financial institutions plus 0% to
2.5% per annum depend on financial cost of each company.
135
Robinson Department StorePublic Company Limited and its Subsidiaries
Inter-Company Transactions
Measures and procedures for approval of inter-company transactionsThe Company and its subsidiaries act in compliance with the Stock Exchange of Thailandís notice
regarding measures, methods and disclosure of inter-company transactions of the listed company and under
governance of the Plan Administrator.
Future policy and trends for inter-company transactionsThe Company and its subsidiaries will continue their inter-company transactions, which are a necessary
part of department store operation. Such transactions will be conducted in compliance with the Stock Exchange of
Thailand rule and regulations. The pricing policy for inter-company transactions is as follows:
Sale of goods
Interest income/Interest expense
Rental and service fees
Management fees
Market prices should not be lower than the cost of
goods.
Minimum loan rates or saving rates or fixed deposit
rate of certain local financial institutions plus 0% to
2.5% per annum depend on financial cost of each
company.
Certain percentages of sales with a reference to the
related market prices or fixed amount.
Certain percentages of sales or fixed amount.
General Information
136
Robinson Department Store Public Company Limited
Registration number 010753600412 (previous number Bor Mor Jor 115)
Operates department stores under the name "Robinson". The company currently has 21 branches around the
country, comprising 10 branches in Bangkok and 11 provincial branches.
Baht 3,942,847,022.15 (1,110,661,133 common shares)
Baht 3,942,847,022.15 (1,110,661,133 common shares)
Baht 3.55
139 Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400
Tel. 0-2245-4811 Fax. 0-2247-5325
Thailand Securities Depository Co., Ltd.
62 The Stock Exchange of Thailand Building, 4th & 7th Floor,
Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110
Tel. 0-2229-2800 Fax. 0-2359-1262-3
KPMG Phoomchai Audit Co., Ltd.
22nd Floor, Empire Tower, 195 South Sathorn Road
Yannawa, Sathorn, Bangkok 10120
Tel. 0-2677-2000 Fax. 0-2677-2222
Auditor: Mrs. Wilai Buranakittisophon - CPA no. 3920
Robinson Department StorePublic Company Limited and its Subsidiaries
Registered Share Capital
Paid-up Share Capital
Par Value
Central Administration Office
Share Registrar
Auditor
General Information
Store Location
137
Robinson Department Store Public Company LimitedThanon Ratchadapisek Branch(Opening Date : November 11, 1989)139 Ratchadapisek Road, Dindaeng,Dindaeng, Bangkok 10400Tel. 02-248-2626-35, 02-247-5300-9, 245-4811 Fax. 02-642-2047Mon. - Fri. : 10.00 am. - 10.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 10.00 pm.
Robinson Department Store Public Company Limited
Silom Branch (Opening Date : December 1, 1984)
2 Silom Road, Suriyawong, Bangrak, Bangkok 10500
Tel. 02-266-3340-50 Fax. 02-236-5330
Mon. - Fri. : 10.30 am. - 10.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 10.00 pm.
Robinson Department StorePublic Company Limited and its Subsidiaries
Robinson Department Store Public Company Limited
Sukhumvit Branch
(Opening Date : December 1, 1990)
259 Sukhumvit Road, North Klongtoey,
Wattana, Bangkok 10110
Tel. 02-651-1533-42, 02-252-5121 Fax 02-651-1560
Mon. - Fri. : 10.00 am. - 10.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 10.00 pm.
Robinson Department Store Public Company Limited
Bangrak Branch (Opening Date : November 11, 1992)
1522 Charoenkrung Road, Bangrak,
Wattana, Bangkok 10500
Tel. 02-238-0052-61, 02-267-3781-86 Fax. 02-235-2467
Mon. - Fri. : 10.30 am. - 10.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 10.00 pm.
General Information
138
Robinson Department StorePublic Company Limited and its Subsidiaries
Robinson Department Store Public Company Limited
Bangkae Branch (Opening Date : December 1, 1993)
110/5 Moo 9 Petchkasaem Road, Bangwa,
Phasicharoen, Bangkok 10160
Tel. 02-455-0143-45 Fax. 02-454-8350
Mon. - Fri. : 11.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 9.00 pm.
Robinson Department Store Public Company Limited
Srinakarin Branch (Opening Date : August 21, 1994)
904/1 Moo 6 Srinakarin Road, Nhong Born, Pravej,
Bangkok 10260
Tel. 02-721-8990-9 Fax. 02-721-9066
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
Robinson Department Store Public Company Limited
Rangsit Branch (Opening Date : March 18, 1995)
161 Moo 2 Phaholyothin Road, Prachatipat,
Thanyaburi, Pathumthani 12130
Tel. 02-958-0800-39 Fax. 02-958-0899
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
Robinson Department Store Public Company Limited
Ram Intra Branch (Opening Date : June 1, 1995)
5/7 Moo 7 Ram Intra Road, Kannayao, Bangkok 10230
Tel. 02-947-5320-62 Fax. 02-947-5400
Mon. - Fri. : 11.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
General Information
139
Robinson Department StorePublic Company Limited and its Subsidiaries
Robinson Department Store Public Company Limited
Lardya Branch (Opening Date : November 11, 1996)
99 Lardya Road, Somdejchaopraya, Klongsarn,
Bangkok 10600
Tel. 02-437-0104-5 Fax. 02-439-4296, 02-437-0111
Mon. - Fri. : 11.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 9.00 pm.
Robinson Department Store Public Company Limited
Rattanathibet Branch (Opening Date : June 15, 2005)
68/100 Moo 8 Rattanathibet Road, Bangkrasor,
Muang Nonthaburi, Nonthaburi 11000
Tel. 02-525-4420-29 Fax. 02-525-4466
Mon. - Fri. : 10.00 am. - 10.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 10.00 pm.
CR Udornthani (Thailand) Co., Ltd.
Udornthani Branch (Opening Date : August 30, 1995)
277/2 Prajak Road, Makkaeng, Amphoe Muang,
Udornthani 41000
Tel. 042-242-777 Fax. 042-248-780
Mon. - Fri. : 11.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
CR Phuket (Thailand) Co., Ltd.
Phuket Branch (Opening Date : October 12, 1995)
36 Dilhok-U-Thit 1 Road,Taladyai, Amphoe Muang,
Phuket 83000
Tel. 076-256-500-12 Fax. 076-223-304
Mon. - Fri. : 10.30 am. - 10.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 10.00 pm.
General Information
140
Robinson Department StorePublic Company Limited and its Subsidiaries
CR Nakhon Si Thammarat (Thailand) Co., Ltd.
Nakhon Si Thammarat Branch (Opening Date
: October 27, 1995)
89/201 Pattanakarnkukwang Road, Klang,
Amphoe Muang, Nakhon Si Thammarat 80000
Tel. 075-318-012-20 Fax. 075-318-010
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 9.00 pm.
CR Had Yai (Thailand) Co., Ltd.
Had Yai Branch (Opening Date : December 1, 1995)
9 Thammanoonvithi Road, Had Yai, Had Yai,
Songkhla 90110
Tel. 074-220-150 Fax. 074-220-157
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 9.00 pm.
CR Chiang Mai (Thailand) Co., Ltd.
Chiang Mai Branch (Opening Date : January 26, 1996)
2 Mahidon Road, Hai ya, Amphoe Muang,
Chiang Mai 50100
Tel. 053-203-640-59 Fax. 053-283-129
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
General Information
141
Robinson Department StorePublic Company Limited and its Subsidiaries
CR Ubon Ratchathani (Thailand) Co., Ltd.
Ubon Ratchathani Branch (Opening Date
: June 1, 1996)
221 Chayangkool Road, Naimuang, Amphoe Muang,
Ubon Ratchathani 34000
Tel. 045-241-887 Fax. 045-241-268, 045-242-866
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 9.00 pm.
Robinson Department Store Public Company Limited
Sriracha Branch (Opening Date : May 31, 1997)
90/1 Sukhumvit Road, Sriracha, Sriracha,
Chonburi 20110
Tel. 038-771-001-10 Fax. 038-770-999
Mon. - Fri. : 10.30 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
CR Ratchaburi (Thailand) Co., Ltd.
Ratchaburi Branch (Opening Date : November 1, 1996)
265 Srisuriyawong Road, Namuang, Amphoe Muang
Ratchaburi, Ratchaburi 70000
Tel. 032-310-831 Fax. 032-310-866
Mon. - Fri. : 11.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.30 am. - 9.00 pm.
General Information
142
Robinson Department StorePublic Company Limited and its Subsidiaries
CR Chanthaburi (Thailand) Co., Ltd.
Chanthaburi Branch (Opening Date : January 16, 1998)
22/107 Moo 7 Chantanimit, Amphoe Muang
Chanthaburi, Chanthaburi 22000
Tel. 039-340-348-57 Fax. 039-303-114
Mon. - Fri. : 11.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
Robinson Department Store Public Company Limited
Ayutthaya Branch (Opening Date : November 16, 2006)
126 Moo 3 Asia Road, Klong Suan Plu,
Phranakhonsiayutthaya, Phranakhonsiayutthaya 13000
Tel. 035-229-888, 035-229-851 Fax. 035-229-878
Mon. - Fri. : 10.00 am. - 9.00 pm.
Sat. - Sun. & Holidays : 10.00 am. - 9.00 pm.
CR Phuket (Thailand) Co., Ltd.
Robinson Ocean Jungceylon Branch
(Opening Date : November 3, 2007)
177 Rat-U-Thit 200 pee Road, Patong, Katu,
Phuket 83150
Tel. 076-600-888-97 Fax. 076-600-886
Mon. - Fri. : 11.00 am. - 10.00 pm.
Sat. - Sun. & Holidays : 11.00 am. - 10.00 pm.