Company/CPN means Central Pattana Public Company Limited and its subsidiary companies.
Sister companies means two or more subsidiary companies with the same parent company
CPN employees means directors, executives, and rank-and-file employees.
Directors means CPN directors.
Independent directors means director who is independent from controlling of executives and of major shareholder as well as not related to or has interest in any executives' decision. Qualifications of the independent directors are as follows:
- Not holding more than 0.5% of the total outstanding voting shares of the Company, its parent company, subsidiary or affiliated company, major shareholders or controlling person including shares held by related persons of the independent director
- Neither being nor having been an executive director, officer, employee, controlling person or advisor who receives a salary of the Company, its parent company, subsidiary, a same-level subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two years prior to the date of appointment
- Not being a person related by blood or registration under law, such as a father, mother, spouse, sibling, or child, including spouses of children of executives, major shareholders, controlling persons, or persons to be nominated as executives or controlling persons of the Company or its subsidiaries
- Not having nor have had a business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, in a manner which may interfere with his or her independent judgment, and neither being nor having been a substantial shareholder or controlling person of any entity having business relationship with the Company, its parent company, subsidiary, affiliate , major shareholder or controlling person, unless the foregoing status ended not less than two years prior to the date of appointment
The term 'business relationship' under the above paragraph includes any normal business transaction, rental, or lease of immovable properties, transaction relating to assets or services, or grant or receipt of financial support through receiving or extending loans, guarantee, providing assets as collateral, including any other similar action whose value exceeds 20 MB or more than 3% of the net tangible assets, whichever is lower. The value of each transaction is based on the calculation method for the values of connected transactions under a Notification of the Board of Governors of SET Re: Disclosure of Information and Act of Listed Companies concerning Connected Transactions. Under the regulation, all transactions occurring within a year of preceding transactions must be included in such calculation.
- Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person nor being a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing relationship ended not less than two years from the date of appointment
- Neither being nor having been any kind of professional advisor including a legal advisor or financial advisor who receives an annual service fee exceeding two million baht from the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and neither being nor having been a substantial shareholder, controlling person or partner of the professional advisor unless the foregoing relationship ended not less than two years from the date of appointment
- Not being a director who has been appointed as representative of the Company's directors, major shareholders, or shareholders who are related to CPN's major shareholders
- Not conducting any businesses which have the same nature as or in competition with the Company's or its subsidiaries or neither being a substantial partner, executive director, employee, officer or advisor who receives regular salary, shareholder holding more than 1% of the voting shares of businesses which have the same nature as or in competition with the Company or its subsidiaries
- Not having any characteristics that could prevent him/her from giving independent opinions concerning CPN's operation
Independent directors may be assigned by the Board to make decisions regarding the operation of the Company, its parent company, subsidiaries, associated companies, a same-lever subsidiary, major shareholders or controlling person in an organization's collective decision.
Executives means the company's executives from executive vice president upwards as well as the executives of the shopping complexes from the general manager upwards. In reviewing items related to the supervisory criteria by the Stock Exchange of Thailand or the Office of the Securities and Exchange Commission, including CPN's securities holding and connected transactions, this includes the top executive in the finance and accounting group.
Employees means employees from the level of executives downwards, whether rank-and-file employees, specially contracted employees, or temporary employees.
Business partners means suppliers of goods and services to the company, designers, consultants, contractors, and sub-contractors.
Customers means tenants and those who use the company's services.
Stakeholders means shareholders, customers, business partners, creditors, employees, business competitors, the public sector, organizations, and other related people in society.
Connected transactions means transactions between the company or the subsidiary companies and the company's connected persons.
Connected transactions fall into six categories as follows:
- Transactions of normal business are those involving assets/services concerning regular business, conducted under general business conditions, such as procurement and development of real estate for the rental of buildings of the shopping complexes, office buildings, and residential buildings.
- Transactions that support normal business are those with the same general line of business as the company or the subsidiary companies to support and smoothen the company's normal business, such as services in the company's rented areas, procurement, insurance, management hiring, consultant hiring, and experts in various fields.
- Short-term transactions of renting/renting out real estate are those of renting or renting out real estate that cannot be explicitly shown to align with the general business conditions, and with a contract of up to three years.
- Transactions of assets or services are those of buying or selling assets and/or the right to buy or sell assets, renting/renting out, buying/providing services, such as investment/selling of investment.
- Transactions of financial assistance are those that the company or its subsidiary companies provide financial assistance to connected persons, including the transactions of loans, guarantees, asset collaterals, and similar activities.
- General business conditions means those conditions with fair prices and conditions, not causing profit transfer, and similar business agreements that a reasonable person may generally make with a contracted party under the same conditions, possessing no influential power of business negotiations for being directors, executives, or related persons. The prices and conditions are as follows:
- Those that the company or the subsidiary companies receive or give to other persons
- Those that connected persons give to other persons
- Those that the company can show that similar entrepreneurs apply with other persons.
Connected persons means directors, executives, major shareholders, controllers, or the person to be recommended as the authorized controllers for the company or its subsidiary companies, including their relevant persons and close relatives.
Major shareholders means direct or indirect shareholders in the company with more than 10 percent of all the shares with the right to vote, including shares held by related persons (the company's major shareholders are Central Holding Company Limited and the members of the Chirathivat family).
Related persons means those with the following relationships:
- The controllers of the company; in case of a juristic person, it will include the directors of that company
- Spouses, children or adopted children under the legal age of the directors, executives, or persons mentioned under (1)
- The company that the persons under (1) and (2) are authorized to control
- Other persons as specified by the Capital Market Supervisory Board.
Close relatives means blood relations or through lawful registration as follows:
- Fathers, mothers, siblings, and children/adopted children, including the spouses of the children/adopted children
Inside information means the information that is not yet disclosed to the public and is used for the sole purpose of the company and not of personal use, the information that company keeps temporarily, including the information about strategies, policies, business plans, objectives, business performance, and the company's income.
Levels of confidentiality means four levels of information confidentiality, classified by the company as follows:
A) Level O: Public
Whistle-blowing and complaints
Information that can be harmlessly disclosed or causing little damage, or information for public relations that the outsiders can have access to.
B) Level 1: Internal
Information to be used in the company by the company' employees, outsiders, or outside agencies under a contract. In general, this kind of information is necessary for business transactions. Access to the information must be monitored and only on a need-to-know basis, such as forms, minutes of meetings, policies and internal regulations.
C) Level 2: Confidential
Information that is disclosed or accessed to by a limited group such as departments and working groups. Disclosure of such information may cause a leak of the company's material information, possibly damaging the company's business, finance, or image, such as confidential contract information with expensive fines and employees' curriculum vitae.
D) Level 3: Strictly confidential
Strictly confidential information is accessible only to specified individuals and its owners want to know to whom the information is passed on. The leak of this information may cause serious harm to business potential, image, or financial situations, such as where the leak is considered a violation of law, information of salaries, and passwords.
In order to encourage stakeholders, both in and outside the company, to participate in the corporate governance principles, should employees or stakeholders suspect any unlawful activities or those in violation of the law, rules, regulations, code of business conduct, or corporate governance principles, they can ask, undertake whistle-blowing or file complaints with detailed evidence to the company or relevant agencies via the following channels:
||(02) 667-5555 ext. 1200
Central Pattana Public Company Limited
999/9 The Offices at CentralWorld, 30th floor
Rama 1 Road, Pathumwan
||President & CEO
||PO Box 99 Pratunam Post Office, Bangkok 10409
||Use i-dea Box located across the workplace.
Conditions of whistle-blowing and complaints
- The details of whistle-blowing or complaints must be factual, clear, or sufficient to lead to investigation.
- The whistle-blower or the complainant may choose not to reveal his/her name, address, and telephone number(s) if the disclosure will cause danger or damage. But if the person chooses to reveal himself/herself, the investigation will proceed with speed, with additional useful information, factual revelation, or alleviation of the damage in a more convenient way and shorter time.
- The information received is considered confidential, and no disclosure of the name of the whistle-blower or the complainant will be made public without consent.
- The rights of the whistle-blower or the complainant will be protected whether he/she is an employee or an outsider.
- The time required to process each complaint depends on the complexity of the case, document sufficiency, proofs received from the complainant, as well as documents, proofs, and explanations of the person complained against.
- The person who receives the complaint and the person involved in the investigation must keep the filed information confidential. If necessary, they may disclose it taking into account the safety of and the damage to the complainant or any person who cooperates in the investigation, the information sources, or relevant persons.
- If the complainant or the person who cooperates in the investigation thinks that he/she is unsafe or threatened, he/she may ask the company for appropriate protective measures, or the company may proactively provide protective measures if there is potential damage or danger.
- The damaged person will be assisted by proper and just procedures.
Protection of rights of employees, temporary employees, and outsourced persons
The company will not unfairly treat employees, temporary employees, or outsourced persons, whether through changes in position, nature of work, or locations of work, suspension, threats, obstruction of work, termination of work, or any unfair act to these people because they:
- Provide information, cooperation, assistance to the directors, executives, the public sector, or the monitoring agency if there is sufficient proof that those people violated or abused law, rules, regulations, the code of business conduct, or corporate governance principles
- Give testimony, submit evidence, or provide assistance to the directors, executives, the public sector, or the monitoring agency useful to the consideration or investigation if there is doubt of the violation or abuse of law, rules, code of business conduct, or corporate governance principles.