CP Financial Statement 2015
CP Financial Statement 2015
CP Financial Statement 2015
OPERATIONs IN BRIEF
Feed
Farm
Feed
Manufacturing
Breeding
& Animal Farming
Animal Feed
Food
Production of Processed
& Ready-to-eat Food
Distribution Channels
(Food Retail Outlets,
Restaurant & Food Courts)
CPF
C PF
OPEN
5 st a r c hi c ke n
CHESTER S
C H EST ERS
CP KITC HEN
CP FRE S H MA RT
C P F O O D WO R L D
UK
- Food Processing Plant
- Food Kiosks
Belgium
- Food Processing Plant
Turkey
- Chicken Integrated
Business
India
- Chicken Integrated
Business
- Aquaculture Feed
Tanzania
- Livestock Feed
- Chicken Farming
Thailand Operations
International Operations
Russia
China
Laos
Taiwan
- Livestock Feed
- Swine Farming
- Chicken Integrated
Business
- Livestock and
Aquaculture Feed
- Aquaculture Farming
- Food Processing
Plant
- Livestock Integrated
Business
- Livestock Integrated
Business
Thailand
- Livestock and Aquaculture
Integrated Businesses
Malaysia
Cambodia
Philippines
Vietnam
Table of Contents
Page
Part 1 Business Operation
1. Business Overview
2. Nature of Business Operations
3. Risk Factors
4. General Information
Page 1-18
Page 1-12
Page 1-10
Page 1-2
Page 1-10
Page 1-15
Page 1-13
Page 1-4
Page 1
Page 1-3
Attachment
Attachment 1
Attachment 2
Attachment 3
Attachment 4
Attachment 5
Attachment 6
Definition :
The Company mentioned in Part 1-3 refers to Charoen Pokphand Foods Plc. (
CPF) and its subsidiaries (companies
which CPF has direct and indirect control)
Investors may see more information of the Company in Annual Registration Statements (Form 56-1)
on www.sec.or.th or www.cpfworldwide.com
1.
Business Overview
1.1
The Company has its vision to become Kitchen of the World with the mission to operate integrated agro-industrial
and food businesses, by providing products and services that are of high quality, nutritious, tasty, safe and traceable. The
Company is also dedicated to operate the business with strict adherence to corporate social responsibility and environment
conservation as a mean of achieving sustainable growth leading to the appropriate return to shareholders.
The Companys business strategy focuses on building a secure business fundamental to ensure sustainable growth
with personnel management and development as well as good corporate governance. Three main strategic pillars have been
prescribed including 1) sustainable growth; 2) aiming for excellence; and 3) building of a secure foundation.
The Company believes in the long-term growth and development of the global agro-industry and food, aiming to
apply its expertise in integrated and modern agro-business to invest internationally, particularly in countries with potential
growth of consumption; meanwhile, the Company plans to enhance its ready-to-eat and value-added foods under CP brand
and other brands of the Company and expand the distribution channels and expand bases.
1.2
History
CPF was registered as a limited company on January 17, 1978 under the name Charoen Pokphand Feedmill
Company Limited, with initial registered capital of Baht 5 million, engaging in livestock feed and livestock farming business in
Thailand. Then, in December 1987, CPF was listed on the Stock Exchange of Thailand with stock code CPF. The Company
has expanded its business to integrated shrimp farming business in 1988 and converted to a public company limited in
January 1994.
In 1998, CPF acquired the agro-industry and meat processing companies from Charoen Pokphand Group to be
under CPF umbrella; whereas, the business acquisitions were completed in early 1999. CPF then renamed as Charoen
Pokphand Foods Public Company Limited and announced the vision to become Kitchen of the World for its integrated
agro-industry business operation to produce meat products and quality food products to consumers around the world. After
that the Company has continuously expanded its businesses and investment internationally. In 2005, the Company has
started to use brand for its basic processed meat products and entered into ready-to-eat food business under the said
brand for distribution in Thailand and for export as well as expanded the product distribution channels to retail and food
outlets.
As of December 31, 2015, CPF had paid-up capital of Baht 7,742,941,932, all in ordinary shares, and its market
capitalization was Baht 141,696 million.
Key milestones in 2015
In April 2015, CPF Investment Limited (CPFI), a wholly-owned subsidiary of CPF, acquired 75.0% of C.P.
Cambodia Company Limited (CPC)s total issued and paid-up share capital. After the transaction, CPC, previously an
associate of CPF (CPF indirectly held 25.0%), became a subsidiary of CPF (CPF indirectly held 100.0%).
In May 2015, CPF Europe S.A. and CP Foods (UK) Limited, indirect subsidiaries of CPF with 99.99% and 57.52%
stake respectively, aggregately acquired 80.0% of CP Chozen Limited (CP Chozen)s total issued and paid-up share capital.
CP Chozen invests in the company engaging in food kiosk business in United Kingdom and the company holding the lease of
properties for operating food kiosk business. After the transaction, CP Chozen became a subsidiary of CPF (CPF indirectly
held 71.50%).
In November 2015, CPF Netherlands B.V. (CPF Netherlands)/1, 99.99% subsidiary of CPF, acquired 100.0%
investment in Stesha LLC. who held 80.0% stake in CJSC Poultry Production Severnaya and CJSC Poultry Parent Stock
Production Woyskovitsy (together, the Targets). The Targets involve in integrated poultry business in Russia including
production of feed, breeding, hatching, farming and poultry processing. After the transaction, Stesha LLC. and the Targets
became subsidiaries of CPF with indirect shareholding of 99.99% and 79.99%, respectively. In addition, CPF Netherlands
will also acquire the remaining 20.0% of the shares in each of the Targets from the seller (the Second Acquisition) and will
then own 100.0% of the shares in each of the Targets. The Second Acquisition is expected to be completed in August 2018,
subject to the occurrence of certain events pursuant to the Share Purchase Agreement.
1.3
Overview of Business Operation and Shareholding Structure of the Group as of December 31, 2015
The scope of business operations can be divided into 2 main parts : (1) Thailand operations and (2) International
operations, as briefly elaborated as follows:
1) Thailand operations involve agro-industrial and food business operations for domestic distribution and export.
The products include meat, processed meat and ready-to-eat food which will be distributed and exported across 5
continents.
The Companys Thailand operations cover livestock and aquaculture include swine, broilers, layers, ducks,
shrimps and fish. Its integrated production process starts from production of animal feed, animal breeding, animal farming,
processing of meat, production of semi-cooked or cooked meat products and ready-to-eat products with retail and food
outlets as the Companys distribution channels.
/1
2) International operations involve agro-industrial and food business operated by its subsidiaries in 13 countries
i.e. China, Vietnam, India, Taiwan, Turkey, Cambodia, Malaysia, United Kingdom, the Philippines, Laos, Russia, Belgium and
Tanzania.
The Company has expanded its production bases internationally with intention to leverage its expertise in
domestic integrated and modern agro-industrial techonology in countries with high potential in development of farming
standards and commercial farming efficiency in order to promote the production of meats and foods that met the international
food safety standards.
The Companys businesses can be divided into 3 product categories i.e. 1) feed business including production and
distribution of animal feed, 2) farm business including animal breeding, animal farming and basic meat processing and 3)
food business covering production and distribution of semi-cooked and cooked meats and ready-to-eat products under
brand and customers brands.
Type of Business
Animal feed raw materials distribution
Restaurant
Baht 80,000,000
99.99
Baht 7,008,250,000
99.98
Baht 9,000,000,000
99.99
Indirect Subsidiaries
5. CPF Trading Co., Ltd.
Bangkok, Thailand
Tel. 66-2-694-4466
6. CPF Denmark A/S
Denmark
Tel. 45-7526-1330
7. CPF Europe S.A.
Belgium
Tel. 32-2357-5380
7.1 CP Chozen Ltd.
United Kingdom
7.1.1 Chozen Holdings Ltd.
United Kingdom
Tel. 44-1905-732100
7.1.2 Chozen Noodle Trading Ltd.
United Kingdom
Tel. 44-1905-732100
7.2 Tops Foods NV
Belgium
Tel. 32-1428-5560
8. CPF Food Trading Co., Ltd.
China
Tel. 86-21-5835-8683
1
Ownership Interest
(%)
Baht 600,000,000
99.44
Registered Capital
Type of Business
Wholesale and retail food products
Ownership Interest
(%)
Baht 800,000,000
99.97
Registered Capital
EUR 500,000
52.00
EUR 28,000,000
99.99
Investment
GPB 700,000
71.50
Restaurant
GBP 30
71.50
Property lease-out
GBP 10
71.50
EUR 3,940,000
84.08
USD 4,000,000
100.00
Excluding the companies which are in the process of liquidation and/or wound up its operations i.e. CPF Premium Foods Co., Ltd., Seafoods Enterprise
Co., Ltd., C.P. Aquaculture (Hainan) Co., Ltd., Shanghai C.P. Industrial Trading Co., Ltd., Weinan Chia Tai Co., Ltd. and Charoen Pokphand (USA), Inc.
Indirect Subsidiaries
Type of Business
Ownership Interest
(%)
JPY 200,000,000
99.99
Registered Capital
GBP 271,200
57.52
GBP 1
57.52
Aquaculture Business
Indirect Subsidiary
Type of Business
Ownership Interest
(%)
USD 5,000,000
100.00
Registered Capital
Other Businesses
Direct Subsidiaries
Type of Business
Training center service provider
Ownership Interest
(%)
Baht 20,000,000
99.99
Registered Capital
Baht 250,000,000
99.99
Baht 500,000,000
99.99
International Operations
Direct Subsidiaries
15. Charoen Pokphand Foods Kenya Co., Ltd.
Kenya
16. CPF Investment Ltd.
British Virgin Islands
16.1 Bright Excel Investments Ltd.
British Virgin Islands
16.2 Charoen Pokphand (Taiwan)
Investment Ltd.
Bermuda
16.3 Coinaton Investments Ltd.
British Virgin Islands
16.3.1 Chun Ta Investment Co., Ltd.
Taiwan
16.4 CPVN Ltd.
British Virgin Islands
16.5 Forward Pass Ltd.
British Virgin Islands
16.5.1 Ta Chung Investment Co., Ltd.
Taiwan
16.6 New Splendid Holdings Ltd.
British Virgin Islands
17. CPF Netherlands B.V.
Netherlands
17.1 Stesha LLC.
Russia
17.1.1 CJSC Poultry Parent Stock
Production Woyskovitsy
Russia
17.1.2 CJSC Poultry Production
Severnaya
Russia
18. C.P. Aquaculture (Beihai) Co., Ltd.
China
Tel. 86-779-208-4362
19. C.P. Aquaculture (Dongfang) Co., Ltd.
China
Tel. 86-898-3696-3979
20. C.P. Foods Holdings Ltd.
British Virgin Islands
21. C.P. Foods International Ltd.
British Virgin Islands
Type of Business
Animal feedmill and livestock farming
Ownership Interest
(%)
Ksh 400,000,000
99.99
Registered Capital
Investment
USD 1,400,000,000
100.00
Investment
USD 50,000
100.00
Investment
USD12,000
100.00
Investment
USD 50,000
100.00
Investment
NTD 50,000,000
100.00
Investment
USD 1,000,000
100.00
Investment
USD 50,000
100.00
Investment
NTD 100,000,000
100.00
Investment
USD 50,000
100.00
Investment
USD 350,000,000
99.99
Investment
RB 11,922,108,924
99.99
RB196,500,735
79.99
RB 1,129,937,718
79.99
USD 17,500,000
100.00
RMB 148,000,000
100.00
Investment
USD 1,000,000
100.00
Investment
USD 1,000,000
100.00
Type of Business
Ownership Interest
(%)
PHP 4,000,000,000
99.99
Registered Capital
PHP 5,000
39.60
RB 4,200,446,418.5
99.99
Livestock farming
RB 1,153,061,000
99.99
Livestock farming
RB 480,010,000
99.99
Livestock farming
RB 10,000
99.99
RB 10,000
60.00
Livestock farming
RB 10,000
99.99
Investment
USD 78,738,922
50.43
Investment
HKD 28,000,000
50.43
Investment
HKD 10,000
50.43
Investment
USD 100,000
50.43
Investment
USD 50,000
50.43
Investment
HKD 10,000
50.43
RMB 100,000,000
35.17
RMB 10,000,000
35.17
RMB 72,000,000
35.17
Type of Business
Investment
Ownership Interest
(%)
TL 350,000,000
100.00
Registered Capital
USD 600,000,000
50.43
USD 10,000,000
50.43
50.43
50.43
Investment
HKD 5,000,000
50.43
64.89
HKD 1,000,000
50.43
RMB 134,000,000
50.43
USD 56,000,000
50.43
USD 6,300,000
35.30
RMB 100,000,000
50.43
Investment
Production and sale of animal feed
Investment
50.43
50.43
50.43
Ownership Interest
(%)
USD 196,695,333
50.43
RMB 25,000,000
50.43
RMB 32,000,000
50.43
RMB 36,000,000
50.43
RMB 31,110,000
50.43
USD 85,700,000
50.43
50.43
USD 7,062,018
50.43
USD 9,550,000
50.43
USD 5,920,000
30.26
USD 4,520,000
35.30
USD 7,648,500
50.43
Investment
USD 129,750,000
50.43
Investment
HKD 1
50.43
RMB 37,000,000
50.43
Type of Business
Registered Capital
Type of Business
Ownership Interest
(%)
USD 9,139,297
50.43
Registered Capital
RMB 100,000,000
50.43
RMB 18,000,000
40.34
RMB 24,500,000
30.26
RMB 10,500,000
50.43
USD 818,250.95
45.89
RMB 100,000,000
50.43
USD 3,720,000
42.86
RMB 33,000,000
50.43
RMB 6,700,000
50.43
HKD 1,000
50.43
RMB 100,000,000
50.43
RMB 125,000,000
50.43
Property investment
Ownership Interest
(%)
RMB 100,000,000
50.43
Registered Capital
USD 3,900,000
50.43
RMB 28,100,000
50.43
USD 8,190,700
45.48
RMB 100,000,000
50.43
USD 3,621,000
44.38
RMB 100,000,000
50.43
50.43
RMB 34,000,000
30.26
USD 10,000,000
50.43
USD 6,405,300
46.59
USD 8,779,000
45.70
32.78
Ownership Interest
(%)
RMB 6,700,000
50.43
USD 4,000,000
40.34
USD 120,000,000
50.43
USD 5,120,229
50.43
USD 6,774,500
46.21
RMB 110,060,025
30.26
RMB 3,000,000
30.26
RMB 50,000,000
45.89
USD 3,900,000
35.30
USD 7,415,300
35.30
USD 2,761,321
35.30
USD 8,800,000
50.43
USD 6,729,100
48.41
USD 11,673,200
30.21
Type of Business
Investment
Registered Capital
Type of Business
Ownership Interest
(%)
RMB 24,900,000
50.43
Registered Capital
USD 5,600,000
50.43
RMB 22,000,000
50.43
USD 4,000,000
35.30
USD 8,451,051
48.41
RMB 65,540,000
50.43
USD 23,812,500
50.43
RMB 34,250,000
47.11
USD 3,750,000
50.43
RMB 62,000,000
50.43
RMB 34,640,000
42.86
RMB 30,400,000
30.26
RMB 97,900,000
50.43
RMB 16,000,000
32.78
Ownership Interest
(%)
USD 18,090,000
50.43
RMB 6,000,000
42.86
RMB 27,000,000
50.43
RMB 60,000,000
30.26
RMB 50,000,000
50.43
RMB 28,060,000
30.76
Tzs11,500,000,000
99.99
Type of Business
Registered Capital
Type of Business
Registered Capital
Ownership Interest
(%)
USD 67,402,000
100.00
Property lease-out
KHR 20,000,000
49.00
USD 15,000,000
99.99
CAD 1,000,000
70.00
RM 200,000,000
99.99
RM 150,000,000
99.99
Indirect Subsidiaries
Type of Business
Investment
Livestock processing retailer
Ownership Interest
(%)
RM 50,000,000
99.99
Registered Capital
RM 5,000,000
99.99
Livestock farming
RM 25,000,000
99.99
RM 25,000,000
99.99
RM 100,000,000
99.99
RS 2,792,500,000
99.99
NTD 3,579,000,000
32.68
Livestock farming
NTD 32,000,000
16.34
NTD 32,000,000
29.41
Investment
HKD 1,000,000
32.68
USD 5,400,000
22.88
Investment
USD 14,261,488
32.68
Investment
NOK 357,913,200
75.82
RB 100,000
75.82
Financial service
DK 550,000
75.82
RB 3,010,000
75.82
Indirect Subsidiaries
Type of Business
Ownership Interest
(%)
RB 10,000
75.82
Registered Capital
Property lease-out
Livestock farming
RB 483,040,562.83
75.82
Livestock farming
RB 160,000,000
75.82
Livestock farming
RB 10,000,000
75.82
Associates
As of December 31, 2015, CPF had 9 associates as follows:
Associates
Type of Business
1. CP All Plc.3
Bangkok, Thailand
Tel. 66-2-677-9000
2. Nava 84 Co., Ltd.4
Bangkok, Thailand
3. Ross Breeders Siam Co., Ltd.
Bangkok, Thailand
Tel. 66-2-988-0700
4. Arbor Acres Thailand Co., Ltd.
Bangkok, Thailand
Tel. 66-2-988-0700
5. BHJ Kalino Food AB
Sweden
Tel. 46-4620-5260
6. C.P. Aquaculture (India) Private Ltd.5
India
Tel. 9144-2491-7790
7. Charoen Pokphand Holdings (Malaysia) Sdn. Bhd.6
Malaysia
8. Conti Chia Tai International Ltd.
Hong Kong
Tel. 852-282-36171
9. Zhan Jiang Deni Carburetor Co., Ltd.
China
Tel. 86-759-315-0934
3
4
5
6
Ownership Interest
(%)
Baht 8,986,296,048
34.50
Registered Capital
25.00
Baht 4,000,000
49.98
SEK 1,000,000
15.08
Rs 250,000,000
31.70
RM 50,000,000
49.75
HKD 3,122,000
25.21
USD 21,250,000
14.12
49.99
There was one associate which CPF held interest less than Charoen Pokphand Group Co., Ltd. (CPG) and its
related person namely C.P. Aquaculture (India) Pte. Ltd. (CPA India). Upon its establishment, CPF held 19.20% stake in
CPA India. Then in 2003, existing shareholders of CPA India sold their 12.50% stake in CPA India to CPF. As a result, CPA
India became associate of CPF. In case that the Company enters into related transactions with the said associate, the
transactions which are in ordinary course of business or supporting an ordinary course of business shall be conducted on
arms length basis and in accordance with the principle approved by the Board of Directors. However, the transactions which
are not the ordinary course of business or supporting an ordinary course of business must be considered and approved by
the Board of Directors prior to the transaction engagement, upon the review by the Audit Committee to ensure the highest
benefit of the Company and no conflict of interest. In this case, the Audit Committee may employ the independent appraiser or
financial advisor to assess the value of such related transaction for comparative purpose. During 2015, there were no
transactions with the said associate which are not the ordinary course of business.
Joint Ventures
As of December 31, 2015, CPF had 6 joint ventures as follows:
Joint Ventures
Type of Business
Ownership Interest
(%)
Baht 500,000,000
59.99
Registered Capital
USD 5,000,000
25.21
USD 12,000,000
25.21
RMB 11,200,000
25.21
USD 5,400,000
25.21
USD 8,284,000
25.21
Company which CPF holds stake more than 10.00% but less than 20.00% 7
As of December 31, 2015, there was 1 company which CPF held stake more than 10.00% but less than 20.00% with detail as follows:
Company
Type of Business
1. Kinghill Limited8
Cayman Islands
7
8
Registered Capital
Excluding the company that already fully recorded the asset impairment
Related person of CPG held 64.86% stake
Ownership Interest
(%)
13.96
Type of Business
Ownership Interest
(%)
USD 1,800,000
10.00
Registered Capital
Baht 1,950,000,000
6.58
Property development
Baht 3,630,310,000
6.49
Baht 98,431,712,600
2.21
Telecommunication
)1(
)2(
)3(
)4(
)5(
)6(
2014
Baht Million
2015
Baht Million
51,243
69,922
43,177
164,342
13
17
11
41
51,850
79,212
44,212
175,274
12
18
10
40
50,287
74,686
42,074
167,047
11
17
10
38
164,348
55,583
4,978
224,909
389,251
10,326
399,577
41
14
1
56
97
3
100
173,448
70,036
7,281
250,765
426,039
7,463
433,502
40
16
2
58
98
2
100
167,008
79,158
8,142
254,308
421,355
12,838
434,193
39
18
2
59
97
3
100
2.1
Nature of Products
The Companys operations cover livestock and aquaculture include swine, broilers, layers, ducks, shrimps and fish.
The scope of business operations can be divided into 2 main parts : (1) Thailand operations involving operations for domestic
distribution and export and (2) International operations by its subsidiaries in 13 countries i.e. China, Vietnam, India, Taiwan,
Turkey, Cambodia, Malaysia, United Kingdom, the Philippines, Laos, Russia, Belgium and Tanzania.
2.1.1
Thailand Operations
In 2015, the revenue from Thailand operations accounted for 40% of its total sales revenue. The Company has
divided its businesses into 3 main categories i.e. 1) feed business, 2) farm business and 3) food business.
1.
Feed Business
Products, Markets and Customers
The Company is a leader in feed production and distribution in Thailand with its main products including swine feed,
chicken feed, duck feed, shrimp feed and fish feed, in form of concentrated feed and completed feed in either powder or
pellet. The feed is formulated according to nutrition requirement by different types and age groups of animals. The Company
manufactures and sales livestock feed products under brand CP, Hi-Gro, Hogtonal, Hyprovite, Anvipro, Star Feed,
Novo, Safe Feed, Erawan, C.F., Hilac, and aquatic animal feed under brand CP, Star Feed, Hi-Grade, Blanca,
(2) Nature of Business Operations page 1
Stargate, Safe Fish and Safe Fo. In 2015, the Companys revenue from feed business of Thailand operations
represented 12% of total sales revenue.
The Company has its manufacturing plants situated in all regions of Thailand. The Company distributes feeds to
large-scale farmers directly and to small farmers through dealers situated nationwide. The feed prices shall be determined by
the cost of production at each period of time which shall be in conformity with raw material market prices and approved by the
Department of Internal Trade, Ministry of Commerce.
The Company has implemented the main marketing strategies by providing customers with full services, starting
from offering quality feed and breeding stock, providing technical advice on animal farming and modern farm management
techniques by the Companys experts through seminars, establishment of learning centers, regular dissemination of
information on animal farming according to international standards via printed material and social media, in order to promote
sustainable growth of the animal husbandry industry in Thailand.
Raw Materials and Production Process
The Company has set up its central purchasing unit in Thailand responsible for the procurement of raw materials
used in feed production and for data gathering and analysis of quantity and prices of raw materials trend in Thailand and
foreign countries. Main raw materials for feed production are agricultural crops such as corn, soybean meal, wheat flour,
broken rice and fish meal, etc. In 2015, total raw material costs for animal feed production of Thailand operations accounted
for 17% of total cost of good sold. Regarding the raw material purchasing, the Company gives importance to all relevant
matters, such as sources and quality of raw materials, compliance with the Companys policy on human rights, social and
environment impact as well as competitive costs in the industry. It is also the Companya policy to give preference to
purchase raw materials from domestic sources, particularly around areas where feed manufacturing plants are located in
order to support local farmers and to reduce distances and energy consumption in raw material transportation. If the quantity
of locally-purchased raw material is not sufficient due to inadequate quantity or inferior quality, raw materials will be imported.
In 2015, Thailand operations imported raw material costs accounted for 47% of the total raw material costs for animal feed
production.
The Company has focused on social and environmental factors involved in its supply chains; whereas, the
Company has procured raw materials which can be traced back to their sources whether they are obtained from lawful,
environmental-friendly and sustainable sources. Ban Bueng Aquatic Animal Feed Plant in Chonburi province is the worlds
first manufacturing plant certified with standard by the International Fishmeal and Fish Oil Organizations Responsible
Supply Chain of Custody or IFFO RS CoC, which has proven the Companys commitment and responsibilities for its
purchasing and use of fishmeal from sustainable sources. Moreover, the Company has also been awarded with the Best
Aquaculture Practices (BAP) by the Global Aquaculture Alliance (GAA), which is the internationally recognized standard on
good fishing practices.
Regarding the production process, the Company places importance on innovation and technologies to improve
quality and efficiency of production in order to obtain high-quality and safe feed products with competitive cost. Each
feedmill plants are equipped with laboratories and testing equipment to check the quality of raw materials before fed into the
production process whereas all production process has been controlled with automated system to ensure that the quality of
feeds is consistent and meet the required standard. As a result of the Companys effort, its high-quality feed products provide
good feed conversion ratio (FCR) which helps reduce the cost to farmers.
(2)
Farm Business
covering its poultry farming operations for processed food manufacturing since 2003 and continuously certified every year
until 2015. Such standard is regarded as the strictest standard of production in the poultry farming industry nowadays.
In addition to animal farming, the Company also promotes animal farming to farmers, including fattening swine and
broilers. The Company shall select farmers who have their own farming areas and equipment. The selected farmers shall be
provided with the Companys support in terms of animal breeds, feed, veterinary supplies and technical knowledge on animal
farming.
Regarding the aquaculture farming, the Company has emphasized the probiotic farming to avoid the use of drugs
and chemicals and has also employed the shrimp culture techniques in a closed system using the circulating water for
reduction of water use, prevention of animal epidemics and environmental friendliness. Moreover, the Company has
employed the Best Aquaculture Practice (BAP) to the nursery, shrimp farms and processing plants, together with its business
operation with social and environmental responsibility and care for food safety and traceability of products.
Thailands shrimp industry has encountered the challenges in prevention of Early Mortality Syndrome (EMS) since
late 2012; whereas, in 2015, the situation has been developed in a positive direction. The Company has continuously
developed breeds of healthy and disease-resistant shrimp fry and shrimp farm management technologies that can reduce
EMS impact. The Company has also emphasized on the dissemination of good techniques of shrimp farming; and has also
continuously organized academic training to farmers in order to promote farmers confidence and has its role on recovery of
Thailands shrimp industry competitiveness in the world trade arena.
(3)
Food Business
Products, Markets and Customers
The Company has added the value of basic processed products from animal farms by processing them into cooked
food products and ready-to-eat food products, then, chilling or freezing and distributing the products under customers
brands, the Companys brand and under brand . The Company has conducted researches and surveys regarding
consumers preferences and behavioral changes who tended to focus on convenience and health care in all age groups such
as housewife, working people, teenagers, etc. The Company has distributed products through various distribution channels,
including traditional trade, modern trade such as convenience stores, supermarkets and food service businesses such as fast
food outlets, etc. Moreover, the Company has its own retail and food outlets, other wholesalers and retailers. Regarding
export to foreign markets, the Company has its branch offices and dealers in 18 countries and has distributed products
through importers in foreign countries. At present, the Company has exported its products worldwide; whereas, major
importing countries include European Union, United Kingdom, Japan, USA and other Asian countries. In 2015, the revenue of
food businesses from Thailand operations equal to 10% of the total sales revenue.
The Company has food research and development expertise team that has committed to the creation of food
products to response to consumers preferences and changing lifestyles. The Company has given the importance to the
production of quality food products in terms of nutritions, tastes and safety. Cooked food products locally distributed and
exported are, for example, Chicken Frank Sausages, Scheweinewurst Sausages, which are premium sausage under Bucher
Brand, Kurobuta pork steak, shrimp wontons, cooked shrimps, Karage chicken, seaweed chicken rolls, teriyaki chicken, rice
with chicken green curry, noodles with stewed duck, roasted duck, meat balls and Carbonara spaghetti, etc. The Company
has produced food products under brand , Kitchen Joy, Five Stars, BK, BKP and for distribution under brands of customers.
In 2015, the Company has launched innovative food products to meet the changing lifestyles of consumers such as
ready-to-eat tender chicken breast, onsen egg, Japanese style steamed eggs cup, omega egg tofu with vegetable, chick
fingers and ready-to-eat healthy foods under CP Balance brand such as baked rice with cereal and chicken, hot and sour
soup with pangasius dory fish with brown rice, spice whole wheat spaghetti and savory boiled brown rice, etc.
The Company has implemented its main marketing strategy by promoting consumers aware of brand and using
innovation in developing and producing food products with nutritional value, good tastes, quality and safety throughout the
production chains and creating convenience for consumers and promoting customers accessibility to its products in all
occasions by means of sale channel management.
(2) Nature of Business Operations page 4
(e) CP Food World is a food court with a variety of food outlets owned by the Company and food outlets from
outside. CP Food World has become a leading player in the food court business and a center of quality food
outlets emphasizing on tasty of foods and professional services, attention to consumers demands and
accessibility to all age and gender groups of customers.
In addition to the strong points of food quality, CP Food World is also a food court with standard of cleanliness
of equipment, including sanitation of service-providing employees and with all aspects of quality under
modern atmospheres to become one of the food court for young generations. In addition, CP Food World has
also expanded its businesses in full-scale catering service channels, divided into 2 channels, as follows:
Catering services such as meal boxes and snack boxes as well as integrated catering services.
Food services for patients: CP Food World has the nutrition department under the supervision of
professional chefs who shall supervise all menus of foods with good quality, safety, good tastes and all
working processes in accordance with international standards such as JCI and HACCP to strive towards
the goal of becoming professional service teams in hospitals.
2.1.2
International Operations
As of December 31, 2015, CPF has operated its businesses through subsidiaries in various countries as follows:
1. China - Livestock and Aquaculture Business
1.1) Livestock business operated by C.P. Pokphand Co., Ltd. (CPP), a company listed on the Stock Exchange
of Hong Kong under stock code 00043 (For more details, please visit: www.cpp.hk). CPPs business
involves in the production and distribution of animal feed with swine and chicken feed as the main products.
CPP also operates the production and distribution of processed foods, processed meat and ready-to-eat
products for domestic distribution.
1.2) Aquaculture business operated by (1) C.P. Pokphand Co., Ltd. and (2) C.P. Aquaculture (Beihai) Co., Ltd.,
engaging in the production and distribution of aquatic feed with shrimp feed, fish feed and probiotic
products as the main products; and (3) C.P. Aquaculture (Dongfang) Co., Ltd., involving in aquaculture
farming with main products including shrimp fry, fish fry and aquaculture farm equipment.
2. Vietnam - Integrated livestock and aquaculture business operated by C.P. Vietnam Corporation with details as
follows
2.1) Integrated livestock business consisting of (1) production and distribution of animal feeds with main
products including swine and chicken feed; (2) farm business including basic meat processing business
with swine, broiler and layer as the main products; (3) food business for domestic distribution; and
(4) restaurant business i.e. Five Stars business, which is a franchise food kiosk business.
2.2) Integrated aquaculture business consisting of (1) production and distribution of animal feeds with main
products including shrimp and fish feed; (2) farm business including basic meat processing business with
shrimp and fish as the main products; and (3) food business for domestic distribution and export to
European and Asia.
3. India - Livestock and aquaculture business operated by CPF (INDIA) Private Limited as follows:
3.1) Livestock business consisting of (1) production and distribution of animal feeds with chicken feed as the
main product; (2) broiler farming; (3) food business for domestic distribution; and (4) restaurant business
i.e. Five Stars business, which is a franchise food kiosk business.
3.2) Aquaculture business engaging in production and distribution of animal feed with shrimp feed as the main
product.
4. Taiwan - Integrated livestock business operated by Charoen Pokphand Enterprise (Taiwan) Co., Ltd. (CPE), a
company listed on the Stock Exchange of Taiwan under stock code 1215 (For more details, please visit:
www.cptwn.com.tw). CPE operates the production and distribution of animal feeds with main products including
(2) Nature of Business Operations page 7
swine feed, broiler feed, layer feed and duck feed. CPE also engages in the animal farming including basic meat
processing with broiler and swine as the main products; and the food business business for domestic
distribution.
5. Turkey - Agro-industrial and integrated food business operated by C.P. Standart Gida Sanayi ve Ticaret A.S.
(CPS). CPS business consists of (1) production and distribution of animal feeds with main products including
cow and chicken feed; (2) livestock farming including basic meat processing with broiler and layer as the main
products; (3) food business for domestic distribution and export to Middle East countries; and (4) retail business
- CP Shop operates retail business selling CP and consumer products.
6. Cambodia - Livestock business operated by C.P. Cambodia Co., Ltd., consisting of (1) production and
distribution of animal feeds with swine and poultry feed as the main products; (2) animal farming with main
products including day-old-chick, piglets, broiler, native broiler, swine and eggs; and (3) food business with
main products including ready-to-eat products and Five Stars fried chicken.
7. Malaysia - Livestock and aquaculture business
7.1) Livestock business operated by 1) Chau Yang Farming Sdn. Bhd., engaging in swine breeding and
fattening swine farms; 2) Tip Top Meat Sdn. Bhd., engaging in swine slaughterhouses; and 3) AA Meat
Shop Sdn. Bhd., engaging in retail shop selling processed pork products.
7.2) Aquaculture business operated by 1) Star Feedmills (M) Sdn. Bhd., engaging in production and sale of
animal feed with shrimp and fish feed as the main products; and 2) Asia Aquaculture (M) Sdn. Bhd.,
engaging in shrimp farming and processing for domestic distribution and export.
8. United Kingdom - International trade and production of chilled food products operated by CP Foods (UK)
Limited. CP Foods (UK) Limited mainly involves in the import of ready-to-eat food and frozen food products for
distribution in the European Union and import of food products for further processing from frozen to chilled
products for distribution in the European Union under the brand CP, Authentic Asia and Taste Inc. In 2015, CP
Foods (UK) Limited also invested in the company operating food kiosk business in the United Kingdom under
Chozen Noodle.
9. The Philippines - Livestock and Aquaculture Business operated by Charoen Pokphand Foods Philippines
Corporation with details as follows:
9.1( Livestock business consisting of (1) production and sale of animal feed with chicken and swine feed as the
main products; and (2) animal farming with main types of animals including swine and broiler.
9.2) Aquaculture business consisting of (1) production and sale of animal feed with shrimp and fish feed as the
main products; and (2) animal farming with shrimp and fish as the main products.
10. Laos Integrated livestock business operated by C.P. Laos Co., Ltd. Its business involves in production and
sale of animal feed with chicken and swine feeds as the main products; animal farming, including basic meat
processing, with swine, broiler and layer as the main products; and food business for domestic distribution as
well as restaurant business i.e. Five Stars business, which is a franchise food kiosk business.
11. Russia Livestock business operated by 1) Charoen Pokphand Foods (Overseas), LLC. which engages in the
production and sale of animal feed with swine and cow feed as the major products and swine farming; 2) CPF
AGRO LLC. which engages in the swine farming; and 3) Russia Baltic Pork Invest ASA (RBPI) engages in
swine farming through its subsidiaries. Furthermore, in 2015, CPF Netherlands B.V. acquired the integrated
poultry business in Russia, starting from production of animal feeds, animal breeding, hatching, animal farming
and basic meat processing.
12. Belgium - Ready-to-eat food business operated by Tops Foods NV. Tops Foods NV. engages in production and
distribution of chilled and ambient ready-to-eat food using microwave system production technology for
distribution in the European Union.
(2) Nature of Business Operations page 8
13. Tanzania - Livestock business operated by CPF Tanzania Limited. CPF Tanzania Limited engages in the
manufacturing and distribution of livestock feed with chicken feed as its main product. It also operates broiler
and layer breeder farming as well as production and distribution of day-old-broilers and day-old-layers.
Proportion of Thailand and International Operations during 2013-2015 are as follows
Unit : %
1. Thailand Operations
Feed
Farm
Food
Total revenues from Thailand operations
2. International Operations
Feed
Farm
Food
Total revenues from international operations
Total Revenes from Sale of Goods
2.2
2013
2014
2015
13
18
11
42
12
19
10
41
12
18
10
40
42
15
1
58
100
41
16
2
59
100
39
19
2
60
100
Broiler chicken
In 2015, the quantity of broiler chicken production around the world was 87.94 million tons, increased by 1.6% from
those in 2014; whereas, USA was the largest producer, with the quantity of production of 17.97 million tons, followed by Brazil
(13.08 million tons), China (13.03 million tons) and the European Union (10.6 million tons).
The quantity of broiler chicken production in Thailand was 2.2 million tons, increased by 9% from those in 2014,
divided into domestic consumption of 1.6 million tons or equal to 71.1% and export of 0.6 million tons or equal to 28.9%
Chicken meat production in Thailand has met the standards with the safe production system acceptable to foreign markets;
as a result, the quantity of production has been expanded to meet the increasing demands and volume of export.
Regarding the quantity of production in 2016, the United States Department of Agriculture (USDA) estimated that the
quantity of broiler chicken production around the world would increase to 89.3 million tons or expanded by 1.6% when
compared to those in 2015 due to the accelerating increase of the quantity of production by China and continuing increase of
production by Brazil resulting from low cost of production in order to meet the increasing quantity of export; moreover, India
has increased the quantity of production rapidly to meet the expansion of domestic consumption resulting from the increasing
demands of the Middle Class.
In 2016, the Thai Broiler Processing Exporters Association estimated that the quantity of broiler chicken production
in Thailand would remain stable due to the considerable increase of the quantity of production in 2015, which was predicted
at 2.2 million tons; and that the quantity of broiler chicken export of Thailand would be 0.65 million tons due to the saturated
export market of restrictions on import quotas.
Swine
In 2015, the quantity of swine production around the world was 111.5 million tons, increased by 1% when compared
to those in 2014 due to the increasing quantity of production in Brazil and Russia resulting from the decreasing cost of foods
and recovery from the outbreak of Porcine Epidemic Diarrhea (PED) in USA; however, the quantity of production in China has
slightly decreased; meanwhile, Korea and Japan has still been affected by such disease in the swine production.
(2) Nature of Business Operations page 9
In Thailand, according to the data of the Swine Raisers Association of Thailand, it was specified that the quantity of
swine production in 2015 was 16.5 million pigs, increased by 3.1% when compared to those in 2014 due to good prices of
swine; whereas, the domestic markets were considered as main markets with the proportion of 96% of the total quantity of
swine production.
In 2016, the United States Department of Agriculture (USDA) predicted that the quantity of swine production around
the world would slightly increase to 112 million tons or increased by 0.4% when compared to those in 2015 due to Brazils plan
to increase the quantity of swine production for export to Russia by approximately 2%; meanwhile, Russia has increased the
quantity of swine production by 6%; and in USA, it was predicted that the quantity of swine production would increase by 1%;
meanwhile, in China, the quantity of swine production was still equivalent to those in the previous year; and in the European
Union, it was predicted that the quantity of swine production would slightly decrease.
The Swine Raisers Association of Thailand predicted that, in 2016, Thailand would have the total quantity of swine
production of 17 million pigs, increased by 3% from those in 2015 due to the trends of good prices of live swine; whereas, the
domestic markets would still be main markets with the proportion of approximately 96% of the total quantity of swine
production in Thailand.
Shrimps
In 2015, the quantity of shrimp production in Thailand was approximately 250,000 tons, increased by 9% when
compared to those in the previous year due to effective solutions to the Early Mortality Syndrome with good management and
stronger and more rapid-growing breeds of shrimps.
Meanwhile, the quantity of shrimp production around the world was 2.1 million tons, decreased by 6% when
compared to those in 2014 due to the decreasing production of major shrimp producing countries such as China (decreased
by 13%) due to the outbreak problem; meanwhile, in Vietnam, the quantity of shrimp production decreased by approximately
30% due to diseases from new species of microsporidia caused by Enterocytozoon Hepatopenaei (EHP) and Early Mortality
Syndrome as well as lower prices of shrimps causing farmers unmotivated for shrimp culture. In India, the quantity of shrimp
production decreased by approximately 10% due to more severe damage caused by White Spot Disease, White Feces
Disease as well as early development of Running Mortality Syndrome and diseases from microsporidia. However, in
Indonesia, the quantity of shrimp production increased by approximately 10% due to considerably good prices of shrimps
and no problem of trade embargo, including effective control of White Feces Disease and White Muscle Disease.
In 2016, Thai Shrimp Association predicted that the quantity of shrimp production around the world would
continuously decrease from those in 2015 because major shrimp producing countries still encountered situations of shrimp
diseases continuously; meanwhile, in Thailand, it was predicted that the quantity of shrimp production in 2016 tended to
increase by 20% to approximately 300,000 tons due to unfolding situations as well as effective control of outbreak of Early
Mortality Syndrome; as a result, shrimp raisers gained more confidence in shrimp culture.
Sources:
Thai Broiler Processing Exporters Association (TBPEA)
United States Department of Agriculture (USDA)
Thai Shrimp Association
Swine Raisers Association of Thailand
2.3
Environmental Impacts
Impacts of the Companys production process on the environment can be divided as follows:
(1)
whereas, all animal feed manufacturing plants have used the ozone system to effectively eliminate smells from vapour stacks
of animal feed drying machines and to reduce the consumption of electric energy since 2013; therefore, no such problem was
found in the Companys animal feed manufacturing plants.
Regarding water used in the production processes of meat processing plants, if immediately released to the public
water sources, it may cause water pollution. Therefore, the Company has constructed wastewater treatment ponds for
treatment of water before releasing to public water sources; and the water quality will be tested before the water will be
released outside of meat processing factories.
Regarding the Companys factories in Thailand, including livestock and aquatic animal plants under the Ministerial
Regulations No.2 (1992) issued in accordance with the Factory Act B.E.2535 by the Department of Industrial Works, Ministry
of Industry, requiring that such factories must control the release of wastes, pollution or any materials which may cause
environmental impacts such as wastes, filth, wastewater, air pollution and noise pollution as per the criteria and methods for
each type of factories throughout the period of business operation of such factories; whereas, during the past 3 years, the
Companys factories in Thailand has supervised and controlled the environmental impacts in accordance with the laws.
The Company has its strict quality control standard for all production processes in factories and has given the ultimate
importance to the improvement of production processes to be in accordance with the generally accepted international quality
control standards such as ISO, HACCP (Hazard Analysis and Critical Control Point) and GMP (Good Manufacturing Practices)
and the environmental management standard (ISO14001); moreover, the Company has applied the CPF Safety Health and
Environment Management System (CPF SHE&En Standard), starting from the determination of policies and evaluation of
environmental impacts, provision of standard plan for reduction and control and monitoring of the results of environmental
operations; and the Company has particularly given the importance to the strict compliance with the environmental laws by all
units.
Activities and projects for environmental quality development regularly carried out by the Company such as:
(1) Improvement of the wastewater treatment system of meat processing factories by changing the anaerobic
ponds from an open type to a closed type and using methane obtained from wastewater fermentation as
alternative fuel for furnace oil to help reduce global warming and to increase the efficiency of sewage treatment
in 8 factories, including livestock and aquatic animal processing factories;
(2) Change of fuels for heating of boilers in animal feed and meat processing plants by using low-pollution fuels
such as rice husk, corn cob, firewood, LPG/NGV gas, which are proper to the available sources of raw materials;
provided that, in case, any factory has no such source of low-pollution fuels, equipment shall be installed to
reduce pollution emitted from combustion of furnace oil such as micro-emulsion system, which can effectively
reduce the quantity of TSP (Total Suspended Particulate);
(3) Improvement of the wastewater treatment system and reuse of treated water; whereas, plants shall prescribe
their goals of reduction of water use and reuse of treated water in order to reduce the quantity of pollution emitted
from plants.
(2) Animal Farms
Animal farms may cause smells from animal droppings; therefore, majority of the Companys animal farms are located
in the provinces and outside community areas and far from highly-populated areas of animal farm, using the evaporative
cooling system in the animal farm; moreover, rice husk has been used as sub-base of animal houses which shall be beneficial
to the growth of animals and shall also be helpful for elimination of smells and shall be convenient for cleanup of animal
droppings to be used as manure for effective agricultural soil conditioning. Moreover, the Company has grown golden teaks
in empty spaces between animal houses and other buildings in farms for optimal use of areas and for contribution to
conservation of resources and the environment. Regarding swine farms, the Company aims to develop renewable energy by
using swine feces for production of biogas to be used as fuel for electricity generation and for prevention of smells and
environmental pollution and for energy saving of the country. Moreover, the Company has envisaged advantages of this
biogas production system and has therefore promoted farmers in the project and partner farms of the Company to use this
system widely; and since 2013, the Company has improved its swine farms as green farms, all of which have been certified
(2) Nature of Business Operations page 11
with ISO14001 for aquatic animal husbandry. The Company has used a closed system technology and has recycled water
for use and for saving of water resources and prevention of water contamination.
In addition to all measures and activities as above-mentioned, the Company has regularly improved the quality of
environment better than the legal requirements by applying CPF Safety Health and Environment Management System (CPF
SHE&En Standard) and also prescribing standard of monitoring the amendment of laws, local requirements and other
requirements to ensure that all activities, services and products of the Company shall be consistently in accordance with the
laws and to reduce the environmental impacts as much as possible; whereas, CPF SHE&En Standard has prescribed the
main mechanism for management, as follows:
(1) SHE&En Committee shall be established in all plants or workplaces;
(2) All workplaces must have SHE&En officers though some units are not required by laws to provide environmental
personnel;
(3) Environmental impact assessment must be provided before carrying out significant activities or new projects; or
top management must be reported before making any changes;
(4) All workplaces must provide short-term and long-term plans for prevention and reduction of environmental
impacts;
(5) Legal amendments and actions in compliance with the laws must be monitored on a monthly basis and must be
reviewed by the Management at least once a year;
(6) SHE&En Committees meetings must be convened on a monthly basis for monitoring of problems occurred and
solutions to those problems; and for review by the Management once a year.
With CPF SHE&En Standard, all workplaces shall be obliged to comply with all significant issues as above-mentioned
of the work standard; as a result, the Company is confident that its environmental management shall be in accordance with
the laws at all time without any disputes or legal actions on environmental issues against the Company and that all systems
must be evaluated and certified by third-party organizations on a yearly basis. Moreover, the Company has developed CPF
SHE&En Standard inspectors to be responsible for the inspection and assessment of all systems; provided that the Company
has complied with CPF SHE&En Standard systems covering all units in businesses of animal feeds, animal farms and foods in
Thailand in 2014; and in 2015-2016, the Company planned to extend its operations to other segments of trade, logistics and
offices.
Moreover, the Company has regularly organized environmental personnel training courses under CPF SHE&En
Standard systems such as environmental management system, waste management, wastewater treatment system control
and energy management, etc.; whereas, in 2015, the Company organized 31 training sessions covering over 1,200 employees.
Risk Factors
In the previous year, Thailand encountered some considerably severe problems, including the issues of warnings by
the European Union or its refusal to import fishery goods from Thailand due to Thailands non-conformity with Illegal,
Unreported and Unregulated (IUU) Fishing Regulations of the European Union; moreover, the United States also ranked
Thailand in Tier-3 or the lowest level in the rankings of Report on Situations of Trafficking in Persons for 2 consecutive years,
which affected Thailands international trade; and the economic slowdown in trading partner countries such as China and
Japan also affected Thailands economic condition.
In addition to such issues, there was issues of Trans-Pacific Strategic Economic Partnership Agreement that
Thailand had to consider advantages and disadvantages of joining the partnership, which may affect Thailands international
trade and investment. According to the above-mentioned factors which may affect the achievement of its objectives and
goals, the Company has therefore followed up the situations and risk factors closely and continuously and has also evaluated
potential impacts on the Company in the short term and in the long term to be used as guidelines for risk management.
The Company has continuously managed its risks both at organizational and business units levels; has promulgated
its risk management policy at an organizational level so that executives and all employees shall be informed of details of the
policy, including their roles, duties and responsibilities relating to risk management; and the Company has also appointed a
risk management subcommittee to directly report to the Management Committee.
The Risk Management Sub-committee consisting of executives representatives from business units of animal feeds,
farm, food production and sale, including representatives from support functions shall be responsible for consideration of risk
factors of the Company as well as provision of guidelines for risk management and assignment of duties relating to risk
management to all related units as the risk owners.
Regarding the risk management at a business units level, executives and employees of each business unit shall be
obliged to identify risks, to evaluate and determine the management measures and to report the results thereof to the risk
management unit; whereas, the risk coordination officers of each business group shall act as coordination medium.
Provided that, at present, the risk management is based on primary and secondary data as well as tools and
consideration of correlation of risk factors; as a result, the Company has realized the correlation of risks and used it for
determination of guidelines for risk management. Main risk factors to be considered by the company (in case, there is
improper management, it will affect the achievement of vision, mission, objectives and goals of the Company) can be
summarized, as follows:
3.1
Strategic Risks
3.1.1
groups, CP has also diversified its products to meet consumers demands and has continuously cooperated with its business
partners in operations in accordance with guidelines for procurement of raw materials and sustainable development of
packages.
Moreover, the Company has also designed and developed CPF Product Sustainability Project in consideration of
resource efficiency, covering the production of animal feeds, farm, food processing, transport of products to consumers, as
well as waste disposal, thus, to create product sustainability by taking account of value in 4 dimensions including food quality
and safety, environment, society and economy. The Company has implemented the Project in certain groups of products and
was certified with standard by a world-class certification agency; therefore, the Company has magnified the operating
outcomes to other products; and has also participated in Corporate Carbon Footprint Label Certification Project (global
warming reduction labels) and Greenhouse Gas Reduction Activity Project with government agencies in order to adjust
patterns of production for sustainability and to reduce environmental impacts which will lead to sustainable growth.
3.1.2
Climate Changes
Natural changes have kept on occurring more severely and extensively due to uncontrollable and unavoidable
external factors which may affect the Companys business operations as from the upstream businesses involving the quantity,
quality and prices of raw materials of animal feeds which were key factors to success in business operation of animal feed
production. Changes of temperatures may affect the quality and efficiency of livestock, aquaculture, and farming plans.
These factors would eventually affect the business of human food production.
Risk Management
The Company had its especially experienced teams to supervise the purchasing of raw materials of animal feeds
who shall be obliged to follow up information, to collect data and to analyze statistical data relating to weather condition of
sources of cultivation of raw materials used in the production of animal feeds, season changes and harvesting period, which
helped the forecast of global agricultural products in terms of quantity, prices and quality as well as the harvesting period; and
the purchasing teams have used such data in the purchasing planning with the Sales Department and the Production
Department in different countries where the Company had its production bases; as a result, the Company had its plans of
demand for raw materials in each country; and purchasing plans for main raw materials shall be collected for purchasing in a
large quantity which shall lead to the economies of scale; moreover, farm/factory locations shall be surveyed by taking
account of suitability of weather condition and past occurrences of natural disasters prior to selection of workplaces;
moreover, the Company has developed processes and technologies of farm and breeds to resist environmental changes for
high efficiency of farming as well as high quality of meats.
At an organizational level, in case, any unusual event has occurred, each business shall provide emergency
response plan (ERP) to handle unpremeditated events; but in case, situations have become more severe, the Company shall
have the Crisis Management Committee to be ready for coordination and management of events continuously from the
emergency response plan (ERP); and the Company shall also have its teams to closely follow up the related information
through coordination with internal and external units in order to analyze situations and to solve problems promptly. Moreover,
the Company shall communicate with employees and stakeholders relating to such situations.
3.1.3
external factors such as political and trade policies, laws, taxes, economic condition, employment, languages and local
cultures, currency exchange rates, interest rates, natural disasters, terrorism, etc., or internal factors such as market
information of each country. In 2015, income from overseas operation was 60% of total sales (for more details of foreign
investments of the Company, please refer to Clause 1 General Data in Notes to Financial Statements for the year ended
December 31, 2015).
Risk Management
The Company had its vision and goals of business operation as well as clear short-term and long-term strategic
directions. The Company had to study data at national and industrial levels in order to consider opportunities, obstacles and
competitiveness in different areas before making its decisions to invest in different countries and to select patterns of
investment; and had to study the feasibility of investment to be proposed for consideration and approval; whereas, the
Company shall assign its internal unit to study the data before making decisions to invest; and may employ consulting
companies to help consider in some issues; provided that the goals, strategies and operational guidelines in foreign countries
must be in conformity with the Companys vision and goals and must be suitable to the environment of such countries; and
during the decision-making to invest, the Company shall appoint executives and teams for operations in such countries.
When the actual operation has started, the Company shall have another team stationed in Thailand to follow up and take care
of investment and the operating performances and shall convene meetings in Thailand at least in every 6 months for
executives who are stationed in foreign countries in order to consider the operating performances and to jointly adjust the
strategies so that the operating performances in each country shall achieve the prescribed goals. Moreover, the Company
also has a supporting department to give assistances on laws and trading regulations of each country in which the Company
has invested and to follow up, collect and communicate relating to changes to executives in each country in order to be
informed about changes and to make action plans as may be suitable to the situations.
3.2
Operational Risks
3.2.1
business partners and consumers that in case, any unpredictable event has occurred, the Company shall have its
corrective guidelines and complaint management process through different channels such as CPF Consumer Center, Sales
Department, the Companys website, etc.; moreover, the Company had the crisis team to manage impromptu problems;
and in case, it was found that the contamination in products exceeded the prescribed standard, the Company is ready to
recall products immediately in order to prevent potential problems from consumption; and the Company shall apply the
problems detected to the improvement of its working processes and shall give knowledge to operators in order to prevent
reoccurrence of problems.
3.2.2
Disease Outbreaks
According to the results of study by various departments, it is definitely confirmed that Vibrio Parahemolyticus
Bacteria is a key cause of Early Mortality Syndrome (EMS) and having significantly affected the operating performance of the
Company so far and resulting in significant decrease of the quantity of shrimp. Regarding livestock diseases, they are still
diseases having occurred in the past but having no significant impacts; however, the Company may have additional risks
from reemerging epidemics or other unmanageable bacteria found in Thailand and in foreign countries, which shall have
direct impacts on the efficiency of farming and may bring about panic and may reduce the confidence in consumption of
meats.
Risk Management
The Company has given the importance to foods, animal breeds and animal house management, which was
regarded as a key factor affecting the efficiency of farming; whereas, the Company has continuously provided the study,
researches and development as well as experiments and tests so that animals shall have disease resistance; and during the
period when EMS disease has been detected, the Company has also developed a new breed of shrimps as disease-free and
strong white shrimps which are ideal for commercial breeding. Moreover, the Company has also participated with
government departments in sustainable development of shrimp farming; and has created confidence to shrimp farmers by
supporting Phetchaburi Coastal Fisheries Research and Development Center, Department of Fisheries. The Center has
conducted a trial of shrimp pond management under Phetchaburi Model, using seaweeds and microbes for treatment of
diseases; whereby, the Company has supported quality and disease-free post larva that have met the standard of hatchery
management; and the Company has clearly determined the standard of working processes which shall be strictly adhered to.
Moreover, the Company has regularly provided its employees development to obtain knowledge and understanding on
diseases and outbreaks and has continuously promoted the creation of innovation of shrimp farming and has conducted trials
to ensure that it will help improve the efficiency of farming; then, the Company has applied such innovation to the Companys
farms and customers farms. Moreover, the Company has continuously conducted the surveillance, follow-up, data analysis
and communication of information on diseases and outbreaks, including emerging and re-emerging diseases in Thailand and
in abroad to the related parties; and has also applied the early warning system to communicate with its network farms to be
informed of diseases and to provide protection thereof. However, in case, the situation of outbreaks is severe; or in case,
there is panic among consumer groups, the Company shall assign the Crisis Management Committee to manage the
situation.
3.2.3
Risk Management
The Company has given the importance to all working processes throughout the supply chains as from the
purchasing and procurement of quality raw materials from sustainable sources of production that have met the standard
prescribed by the Company and at reasonable prices; therefore, the Company has promulgated several policies of
purchasing and procurement such as policy of purchasing of fish meal, policy of sustainable procurement and operational
guidelines for partners; and has prescribed the criteria for selection of business partners to enhance the business standard of
both partners and Company in conformity and in accordance with demands of customers and consumers. The Company
has convened meetings with manufacturers to keep them informed of details of its policies and to provide primary assessment
of risks. Moreover, the Company has cooperated with its business partners to determine guidelines for improvement and
sustainable development as business partners. The Company has also initiated different projects such as project of
self-dependent farmers, sustainable corn growing for sustainable development of corn grower and animal farming farmers
potentials, project of cooperation for corn growing after harvesting of rice crops, etc. Regarding the production and sale, the
Company has jointly provided the planning of sale by analyzing the economy, industry and consumption in order to use data
in the planning of production and forecast. Regarding different areas of operation, the Company had to develop its
employees to have knowledge and abilities and to promote creation of innovation or to apply innovation to be used in the
organization and to develop the working processes continuously and to apply technologies to help the performance of work,
including self-developed and duly-copyrighted technologies so that the Company shall be able to comply with the same
correctly in accordance with the laws and to achieve the goals in management of its supply chains and for sustainable
business operation and responsibility to stakeholders.
3.2.4
2013
9.6
19.3
29.3
Average Price
2014
9.3
20.9
32.8
2015
9.6
18.1
36.7
Risk Management
Determination of strategies for purchasing the raw materials of animal feeds is regarded as the key to create its
competitiveness because the Company has its business operation of supply chains. In case, the Company is able to manage
its costs as from the upstream businesses, it will benefit to downstream business groups; therefore, the Company has
established and developed a department which shall be obliged to provide continuous purchase and procurement of raw
materials of animal feeds and to collect, analyze, forecast the trends of commodities in terms of prices, quantity and quality;
whereas, the primary data has been collected by means of survey of domestic and overseas sources of actual cultivation; and
the secondary data has been collected from reliable sources of data for use in making purchasing plans with internal
departments.
Regarding the quantity and quality of commodities with variability, the Company has developed farmers
continuously through implementation of different projects to improve the production efficiency and to establish good
relationship with reliable farmers and to select farmers to be developed as sustainable business partners of the Company.
In addition to the management of external factors which may affect the Company, the Company has developed
additional processes to reduce or change the use of some types of raw materials with trends of risks for use and has added or
created new raw materials for substitution, which shall be beneficial to the ecological system and the management of costs of
the Company; meanwhile, products produced are still of equivalent quality and standard to the original standard of products.
Volatility of Prices of Live Animals and Processed Meat
The majority proportion of the Companys sale of products was the sale of live animals, meats and eggs;
whereas, the volatility of prices shall depend on demand and supply of the market in each period of time, with various factors
affecting the market demand including disease outbreaks, quantity of animal farm in the industry, quantity of import and
export, forecast of trends of the market, etc.; provided that, it was forecast that the market demand for some types of products
would decrease due to problems of disease outbreaks; meanwhile, the purchasing demand has increased continuously from
consumption and numbers of the world population. Therefore, the Company may lose its opportunities to generate incomes;
in case, the Company was unable to produce enough products to meet consumers demands during appropriate periods of
time and at reasonable price.
Risk Management
Though the Company has prescribed its goals and attempted to extend the proportion of sale of value-added
products or processed products through creation of the Companys brand so that the Companys income from sale shall not
depend on the market demand and supply; however, the Company shall still continuously maintain of its bases of income from
sale of live animals, meats and eggs.
Regarding the increase of income from sale of processed products, the Company has developed food products
by launching new products and improving tastes and packaging sizes of food products in conformity of consumers lifestyles
and demands and by selling them through distribution channels of the Company and of its business partners.
Regarding the sale of live animals, meats and eggs, which were commodities, the Company has prescribed the
roles, duties and responsibilities for a committee particularly appointed or for related business units in order to follow up and
analyze the industry and to evaluate trends of factors with potential influences on prices and quantity of products to be
released to the markets in advance and to adjust the production plans or to make plans for relocation of goods to the desired
areas.
3.2.5
Risk Management
In the Companys perspectives, personnel is valuable resource and having dynamics; therefore, personnel
management is challenging; and the Company has committed to the development of all processes of human resources
management to obtain talents with attitudes in conformity with its corporate culture, starting from the promulgation of human
management policy in several working processes as framework of the human resources department.
The Company has its recruitment unit that has made plan of personnel recruitment through various channels;
whereas, qualifications of applicants shall be preliminarily screened from paper-based skill and knowledge tests and
interviews with committees in each business unit requiring the recruitment of new employees before entering the selection
process. When job applicants made their decisions to work with the organization, the Company shall analyze employees
capacity compared to the Companys standard to be determined as individual personal development plan; provided that the
Company has its training centers at an organizational level and at a business unit level for personnel development with special
expertise; and the Company has sent its employees for training and study with external department in Thailand and in abroad.
Regarding the retention of employees, the Company has considered the adjustment of remunerations depending on the
annual work performances as well as promotion of knowledgeable and capable employees with opportunities of job
advancements and more challenging job assignments, including transfer of personnel to different workplaces in Thailand and
in abroad in order to give them opportunities to express their abilities to be promoted as the top management; and local
employees shall also be developed as executive in such countries to build up morale for local people and to act as role
models for local people to develop themselves for their own job advancements; moreover, the Company has implanted its
corporate culture by means of communication, public relations, organization of activities, action as role models so that
employees within the organization shall be able to recognize the basic corporate values and equal treatment to all employees
and to accept differences and varieties as the diversity and inclusion policy for the purpose of organizational development
towards the goal of kitchen of the world.
The Company also has the personnel management system a particular group of talents and successors in order to
attract them to work with the organization and to jointly develop the organization.
3.3
3.3.1
revenues of the same currencies, which was the management of risks from foreign exchange rates by creating natural hedge,
continuously used by the Company. However, sometimes, the Company may be unable to create the balance as planned;
and has therefore used financial instruments (derivatives) such as forward contracts, etc., to mitigate impacts from foreign
exchange, operated by the Companys assigned employees who have knowledge and understanding strictly under the
Companys policies, rules and regulations. Such operation enabled the Company to recognize its exact incomes and
expenses in local currencies and to fix the sale prices and to manage its expenses more effectively.
3.3.2
3.5
Risks from CPF Major Shareholder Holding Over 25% of the Total Issued Shares
As of August 28, 2015, CPG and its subsidiaries held 43.42% of total issued shares of CPF. Therefore, certain
matters required by laws or regulations to be passed by at least three-fourth of the total votes of shareholders who attend the
meeting and have the rights to vote may not be passed if CPG and its subsidiaries abstain their votes or vote against.
Risk Management
The Company and Board of Directors have realized the importance of equitably treatment to all shareholders with
utmost benefits to the Company and shareholders. Therefore, any matters or transactions required shareholders approval
shall be thoroughly considered by executives before the Company Secretary, assigned by Chairman of the Board, includes
such matter as the agenda for the Board meeting to consider and provide opinion to be further proposed to shareholders
meeting. The shareholders meeting notice shall also includes relevant and appropriate opinion provided by the Board.
Therefore, the Company believes that major shareholder will cast its votes in the same direction of that of the Board in each
agenda. Additionally, In case of related party transactions requiring shareholders approval, shareholders who have a conflict
of interest according to the relevant regulations of the regulatory bodies shall have no rights to vote.
Regarding the investment in the Companys stocks and/or the Companys stakeholders, all investors and
stakeholders should consider potential risk factors of the Company, which may affect the operating performances and/or
financial position of the Company; as a result, the Companys operating could not achieve its prescribed goals.
Moreover, in addition to risk factors mentioned herein, there might be other risks which may affect the Companys
business operations but the Company has not been aware of those risks or might be risks that are currently considered by the
Company as not existing.
General Information
4.1
Company Information
Company name
Business
Head office
Registration number
Telephone number
Facsimile number
Website
E-mail
:
:
:
:
:
:
4.2
4.3
References
(1) Share Registrar
Thailand Securities Depository Co., Ltd.
93 Ratchadaphisek road,
Dindaeng, Bangkok 10400 Thailand
Telephone number 66-2-009-9999
Facsimile number 66-2-009-9991
(2) Bond Registrar and Bondholders Representative
CPF debentures No. 2/2010 Series 2 due 2017
Bond registrar
Agent and Securities Service Department, TMB Bank Plc.,
3000 Head Office Building, 5A floor, Phahonyothin road
Chompol, Chatuchak, Bangkok 10900 Thailand
Telephone number 66-2-299-1321
Facsimile number 66-2-242-3270
Bondholders representative Agent and Securities Service Department, Bank of Ayudhya Plc.
1222 Rama 3 road, Bangpongpang,
Yannawa, Bangkok 10120 Thailand
Telephone number 66-2-296-4782
Facsimile number 66-2-683-1298
CPF debentures No. 1/2011 Series 1 due 2018, Series 2 due 2021, Series 3 due 2041 with debentureholders
early redemption right and No.2/2011 due 2041 with debentureholders early redemption right
Bond registrar and
Securities Service Department, Bangkok Bank Plc.
Bondholders representative 333 Silom road, Silom, Bangrak, Bangkok 10500 Thailand
Telephone number 66-2-230-1447-8 Facsimile number 66-2-626-4545-6
CPF debentures No. 1/2012 due 2016 and No. 1/2013 due 2018
Bond registrar
Registrar 1, Markets Operations Division,
Siam commercial Bank Plc., Chidlom Office, Buildiing 2, 3rd floor
1060 Phetburi road, Ratchatawee, Bangkok 10400 Thailand
Telephone number 66-2-256-2323-6 Facsimile number 66-2-256-2406
CPF debentures No. 2/2012 Series 1 due 2019, Series 2 due 2022 and Series 3 due 2032
Bond registrar and
Agent and Securities Service Department, TMB Bank Plc.,
Bondholders representative 3000 Head Office Building, 5A floor, Phahonyothin road
Chompol, Chatuchak, Bangkok 10900 Thailand
Telephone number 66-2-299-1321
Facsimile number 66-2-242-3270
CPF debentures No. 2/2013 Series 1 due 2017, Series 2 due 2019, Series 3 due 2021, No. 2/2015 Series 1
due 2023, Series 2 due 2025 and Series 3 due 2027
Bond registrar
Agent and Securities Service Department, TMB Bank Plc.,
3000 Head Office Building, 5A floor, Phahonyothin road
Chompol, Chatuchak, Bangkok 10900 Thailand
Telephone number 66-2-299-1321
Facsimile number 66-2-242-3270
CPF debentures No. 1/2015 Series 1 due 2020 and Series 2 due 2023
Bond registrar and
Agent and Securities Service Department, Bank of Ayudhya Plc.
Bondholders representative 1222 Rama 3 road, Bangpongpang,
Yannawa, Bangkok 10120 Thailand
Telephone number 66-2-296-4782
Facsimile number 66-2-683-1298
(3) American Depositary Receipts Registrar
The Bank of New York Mellon Corporation, BNY Mellon Shareowner Services
PO Box 358516, Pittsburgh, PA 15252-8516, USA
Telephone number: 1-201-680-6825
Website: www.bnymellon.com/shareowner
E-mail: shrrelations@bnymellon.com
(4) Auditor for the Year 2015
1. Mrs. Munchupa Singsuksawat C.P.A. (Thailand) No. 6112
2. Mr. Charoen Phosamritlert C.P.A. (Thailand) No. 4068
3. Mr. Veerachai Ratanajaratkul C.P.A. (Thailand) No. 4323
KPMG Phoomchai Audit Ltd.
Empire Tower, 50th51st floor
1 South Sathorn road, Sathorn, Bangkok 10120 Thailand
Telephone number 0-2677-2000
Facsimile number
0-2677-2222
4.4 Other Information
- None -
5.
5.1
5.2
Shareholders
5.2.1 Top ten major shareholders, number of shares and holding percentage as of the share register book closure date
on August 28, 2015.
Names
Number of Shares
% Shareholding
(1)
1. CPG Group comprises:
3,716,789,095
48.00%
(2)
1.1 CPG
1,935,815,835
25.00%
(3)
1.2 Charoen Pokphand Holding Co., Ltd.
889,225,460
11.48%
1.3 Orient Success International Ltd.(4)
205,000,000
2.65%
(4)
1.4 Worth Access Trading Ltd.
187,372,200
2.42%
(4)
1.5 Creative Light Investments Ltd.
144,555,000
1.87%
(5)
1.6 CPF (Thailand) Plc.
207,935,600
2.68%
1.7 Bangkok Produce Merchandising Plc.(6)
82,885,000
1.07%
(7)
1.8 Plenty Type Ltd.
64,000,000
0.83%
(8)
2. Thai NVDR Co., Ltd.
448,970,326
5.80%
(9)
3. Social Security Office (2 cases)
181,345,800
2.34%
4. STATE STREET BANK EUROPE LIMITED(10)
131,513,650
1.70%
5. Ms. Walaiporn Jiraphummin
114,700,000
1.48%
(10)
6. STATE STREET BANK AND TRUST COMPANY
113,360,850
1.46%
(10)
7. CHASE NOMINEES LTD.
104,079,809
1.34%
8. Mr. Prinya Tieanworn
98,000,000
1.27%
(10)
9. UBS AG LONDON BRANCH
95,481,683
1.23%
(11)
10. THE BANK OF NEW YORK (NOMINEES) LTD.
92,669,698
1.20%
CPG Group does not have any shareholding in no. 2-4, 6-7 and 9-10
Remarks
(1)
CPG Group is a reporting group to be in compliance with Section 246 and Section 247 of the Securities and Exchange Act of 2535 (as amended)
(2)
Engaging in investment business as well as importing and distribution of chemical products and providing technical services. As of June 8, 2015,
Chearavanont family is a major shareholder of CPG. Top ten major shareholders of CPG and % shareholding of such persons are as follows:
Mr. Sumet Jiaravanon 12.96%, Mr. Dhanin Chearavanont 12.96%, Mr. Jaran Chiaravanont 12.76%, Mr. Montri Jiaravanont 12.63%, Mr. Kiat
Chiaravanont 5.76%, Bangkok Telecom Holding Co., Ltd. 4.47%, Mr. Phongthep Chiaravanont 4.26% and Mr. Prathip Chiravanond, Mrs. Phatanee
Leksrisompong, Mr. Manu Chiaravanond and Mr. Manas Chiaravanond 4.22% each.
(3)
CPGs direct subsidiary, engaging in investment business
(4)
CPGs indirect subsidiary, engaging in investment business
(5)
CPFs direct subsidiary, engaging in agro-industrial and integrated food business
(6)
CPFs direct subsidiary, engaging in animal feed raw material distribution
(7)
CPFs indirect subsidiary, engaging in investment business
(8)
A Thai company, contact information: 62 The Stock Exchange of Thailand Building, Ratchadapisek Road, Klong Toey, Bangkok 10110, Thailand
(9)
A Thai government department, contact information: Siam Commercial Bank Plc., Markets Operations Division, 1060 Building 2, 3 rd Floor, Phetburi
Road, Makkasan, Ratchatawee, Bangkok 10400, Thailand
(10)
A foreign company, contact information: Standard Chartered Bank (Thai) Plc., Securities Services, Zone B, Sathorn Nakorn Tower, 14th Floor, North
Sathorn Road, Silom, Bangkok 10500, Thailand
(11)
A foreign company, contact information: 968 HSBC Building, 5th Floor, Rama 4 Road, Bangrak, Bangkok 10500, Thailand
Other Securities
Debentures
As of December 31, 2015, there were 18 CPF outstanding debentures, totaling principal of Baht 77,000 million as
follows:
(1) Debentures of Charoen Pokphand Foods Plc. #2/2010 Series 2 due 2017
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 7 years from the issuing date
Issue size
: Baht 5,000,000,000
Issuing amount
: 5,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: November 3, 2010
Maturity date
: November 3, 2017
Interest
: 3.0% p.a. for Year 1st-3rd, 4.0% p.a. for Year 4th5th and 5.0% p.a. for
Year 6th7th
Interest payment date
: Semi-annually on every May 3 and November 3 of each year during the
term of the debenture. The first interest payment date was May 3, 2011.
Outstanding amount
: Baht 5,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: TMB Bank Plc.
Debentureholders representative : Bank of Ayudhya Plc.
Secondary market
: Thai Bond Market Association
(2) Debentures of Charoen Pokphand Foods Plc. #1/2011 Series 1 due 2018
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 7 years from the issuing date
(5) Securities and Shareholders Information Page 2
:
:
:
:
:
:
:
:
Baht 3,000,000,000
3,000,000 units
Baht 1,000
Baht 1,000
August 19, 2011
August 19, 2018
4.65% p.a.
Semi-annually on every February 19 and August 19 of each year
during the term of the debenture. The first interest payment date was
February 19, 2012.
Outstanding amount
: Baht 3,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: Bangkok Bank Plc.
Debentureholders representative : Bangkok Bank Plc.
Secondary market
: Thai Bond Market Association
(3) Debentures of Charoen Pokphand Foods Plc. #1/2011 Series 2 due 2021
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 10 years from the issuing date
Issue size
: Baht 3,000,000,000
Issuing amount
: 3,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: August 19, 2011
Maturity date
: August 19, 2021
Interest
: 4.87% p.a.
Interest payment date
: Semi-annually on every February 19 and August 19 of each year
during the term of the debenture. The first interest payment date was
February 19, 2012.
Outstanding amount
: Baht 3,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: Bangkok Bank Plc.
Debentureholders representative : Bangkok Bank Plc.
Secondary market
: Thai Bond Market Association
(4) Debentures of Charoen Pokphand Foods Plc. #1/2011 Series 3 due 2041 with debentureholders early
redemption right
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate and
debentureholders have early redemption right at the end of Year 15th
Tenor
: 30 years from the issuing date
Issue size
: Baht 4,000,000,000
Issuing amount
: 4,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: August 19, 2011
Maturity date
: August 19, 2041
Interest
: 5.42% p.a.
(5) Securities and Shareholders Information Page 3
(7) Debentures of Charoen Pokphand Foods Plc. #2/2012 Series 1 due 2019
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 7 years from the issuing date
Issue size
: Baht 6,000,000,000
Issuing amount
: 6,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: August 3, 2012
Maturity date
: August 3, 2019
Interest
: 4.35% p.a. for Year 1st-4th and 5.0% p.a. for Year 5th7th
Interest payment date
: Semi-annually on every February 3 and August 3 of each year during
the term of the debenture. The first interest payment date was
February 3, 2013.
Outstanding amount
: Baht 6,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: TMB Bank Plc.
Debentureholders representative : TMB Bank Plc./1
Secondary market
: Thai Bond Market Association
(8) Debentures of Charoen Pokphand Foods Plc. #2/2012 Series 2 due 2022
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 10 years from the issuing date
Issue size
: Baht 4,000,000,000
Issuing amount
: 4,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: August 3, 2012
Maturity date
: August 3, 2022
Interest
: 4.40% p.a. for Year 1st-4th, 5.0% p.a. for Year 5th9th and 6.0% p.a. for
Year 10th
Interest payment date
: Semi-annually on every February 3 and August 3 of each year during
the term of the debenture. The first interest payment date was
February 3, 2013.
Outstanding amount
: Baht 4,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: TMB Bank Plc.
Debentureholders representative : TMB Bank Plc./1
Secondary market
: Thai Bond Market Association
(9) Debentures of Charoen Pokphand Foods Plc. #2/2012 Series 3 due 2032
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 20 years from the issuing date
Issue size
: Baht 5,000,000,000
/1
From January 1, 2016, Bank of Ayudhya Plc. wil be the new debentureholders representative instead of TMB Bank Plc.
5,000,000 units
Baht 1,000
Baht 1,000
August 3, 2012
August 3, 2032
5.30% p.a.
Semi-annually on every February 3 and August 3 of each year during
the term of the debenture. The first interest payment date was February
3, 2013.
Outstanding amount
: Baht 5,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: TMB Bank Plc.
Debentureholders representative : TMB Bank Plc./1
Secondary market
: Thai Bond Market Association
(10) Debentures of Charoen Pokphand Foods Plc. #1/2013 due 2018
Type of debenture
: Unsubordinated and unsecured debentures without debentureholders
representative in the name-registered debenture certificate
Tenor
: 5 years from the issuing date
Issue size
: Baht 6,000,000,000
Issuing amount
: 6,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: May 9, 2013
Maturity date
: May 9, 2018
Interest
: 3.93% p.a.
Interest payment date
: Semi-annually on every May 9 and November 9 of each year during
the term of the debenture. The first interest payment date was
November 9, 2013.
Outstanding amount
: Baht 6,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: Siam Commercial Bank Plc.
Secondary market
: Thai Bond Market Association
(11) Debentures of Charoen Pokphand Foods Plc. #2/2013 Series 1 due 2017
Type of debenture
: Unsubordinated and unsecured debentures without debentureholders
representative in the name-registered debenture certificate
Tenor
: 4 years from the issuing date
Issue size
: Baht 2,000,000,000
Issuing amount
: 2,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: August 2, 2013
Maturity date
: August 2, 2017
Interest
: 4.04% p.a.
/1
:
:
:
:
:
:
:
From January 1, 2016, Bank of Ayudhya Plc. wil be the new debentureholders representative instead of TMB Bank Plc.
(14) Debentures of Charoen Pokphand Foods Plc. #1/2015 Series 1 due 2020
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 5 years from the issuing date
Issue size
: Baht 6,500,000,000
Issuing amount
: 6,500,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: May 13, 2015
Maturity date
: May 13, 2020
Interest
: 3.21% p.a.
Interest payment date
: Semi-annually on every May 13 and November 13 of each year during
the term of the debenture. The first interest payment date was
November 13, 2015.
Outstanding amount
: Baht 6,500,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: Bank of Ayudhya Plc.
Debentureholders representative : Bank of Ayudhya Plc.
Secondary market
: Thai Bond Market Association
(15) Deybentures of Charoen Pokphand Foods Plc. #1/2015 Series 2 due 2023
Type of debenture
: Unsubordinated and unsecured debentures with debentureholders
representative in the name-registered debenture certificate
Tenor
: 8 years from the issuing date
Issue size
: Baht 5,500,000,000
Issuing amount
: 5,500,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: May 13, 2015
Maturity date
: May 13, 2023
Interest
: 3.98% p.a.
Interest payment date
: Semi-annually on every May 13 and November 13 of each year during
the term of the debenture. The first interest payment date was
November 13, 2015.
Outstanding amount
: Baht 5,500,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: Bank of Ayudhya Plc.
Debentureholders representative : Bank of Ayudhya Plc.
Secondary market
: Thai Bond Market Association
(16) Debentures of Charoen Pokphand Foods Plc. #2/2015 Series 1 due 2023
Type of debenture
: Unsubordinated and unsecured debentures without debentureholders
representative in the name-registered debenture certificate
Tenor
: 8 years from the issuing date
Issue size
: Baht 1,940,000,000
Issuing amount
: 1,940,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
(5) Securities and Shareholders Information Page 8
:
:
:
:
Outstanding amount
Latest credit rating
Registrar
Secondary market
:
:
:
:
(17) Debentures of Charoen Pokphand Foods Plc. #2/2015 Series 2 due 2025
Type of debenture
: Unsubordinated and unsecured debentures without debentureholders
representative in the name-registered debenture certificate
Tenor
: 10 years from the issuing date
Issue size
: Baht 3,000,000,000
Issuing amount
: 3,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: July 29, 2015
Maturity date
: July 29, 2025
Interest
: 4.28% p.a.
Interest payment date
: Semi-annually on every January 29 and July 29 of each year during the
term of the debenture. The first interest payment date was January 29,
2016.
Outstanding amount
: Baht 3,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: TMB Plc.
Secondary market
: Thai Bond Market Association
(18) Debentures of Charoen Pokphand Foods Plc. #2/2015 Series 3 due 2027
Type of debenture
: Unsubordinated and unsecured debentures without debentureholders
representative in the name-registered debenture certificate
Tenor
: 12 years from the issuing date
Issue size
: Baht 2,000,000,000
Issuing amount
: 2,000,000 units
Face value per unit
: Baht 1,000
Offering price per unit
: Baht 1,000
Issuing date
: July 29, 2015
Maturity date
: July 29, 2027
Interest
: 4.51% p.a.
Interest payment date
: Semi-annually on every January 29 and July 29 of each year during the
term of the debenture. The first interest payment date was January 29,
2016.
Outstanding amount
: Baht 2,000,000,000
Latest credit rating
: A+ by TRIS Rating Co., Ltd.
Registrar
: TMB Plc.
Secondary market
: Thai Bond Market Association
(5) Securities and Shareholders Information Page 9
Bills of Exchange
As of December 31, 2015, CPF had outstanding bills of exchange totaling Baht 18,810 million.
5.4
Dividend Policy
CPF has a policy to pay dividends to shareholders twice a year. The total dividend paid each year will be
approximately 50% of net income, after the deduction of income taxes and the legal reserve (based on separate financial
statements). The annual and interim dividend payments may be subject to change, depending on such variables as the
Companys operations results, its financial position, future projects and prevailing economic conditions at the time.
Additionally, CPF has a duty to comply with the terms and conditions of its debentures, which prohibit CPF from
paying cash dividends to shareholders in the event of CPF being unable to service interest payments on, or any other
amounts owing to, the debenture holders.
For subsidiaries that are listed in foreign stock exchanges, the dividend payment will be depend upon the Board of
Directors meeting or Shareholders meeting resolution (as the case may be). For subsidiaries that are non-listed companies,
the dividend payment will depend upon such issues as their future investment plans, their financial structure and liquidity. In
the fiscal year ended December 31, 2015, CPFs dividend income from subsidiaries totaled Baht 13,413 million, of which
Baht 218 million was from subsidiary that are listed in foreign stock exchanges and Baht 13,195 million was from subsidiary
that are non-listed company.
Management
6.1
/1
The Company mentioned in item 6.1 6.4 in Part 2 means Charoen Pokphand Foods Plc. or CPF
( ) Management Page 1
Board of Directors
As of February 1, 2016, CPFs Board of Directors consisted of the following15 directors:
Name
1. Mr. Dhanin
2. Mr. Prasert
3. Mr. Min
4. Mr. Chingchai
5. Mr. Arsa
6. Mr. Adirek
7. Emeritus Professor Supapun
8. Dr. Chaiyawat
9. Professor Dr. Pongsak
10. Mr. Rungson
11. Mr. Phongthep
12. Dr. Veeravat
13. Mr. Pong
14. Mr. Sunthorn
15. Mrs. Arunee
Surname
Chearavanont
Poongkumarn
Tieanworn
Lohawatanakul
Sarasin
Sripratak
Ruttanaporn
Wibulswasdi
Angkasith
Sriworasat(3)
Chiaravanont
Kanchanadul
Visedpaitoon
Arunanondchai
Watcharananan
Position
Chairman(1)
Vice Chairman
Vice Chairman
Vice Chairman(1)
Vice Chairman(2)
Vice Chairman(1)
Director(2)
Director(2)
Director(2)
Director(2)
Director(1)
Director(1)
Director(1)
Director(1)
Director(1)
Remarks (1) Authorized directors whereby any two of the authorized directors shall sign on behalf of the Company with the Companys seal
affixed
(2)
Independent director
(3)
Appointed to be director, effective from February 1, 2016
In addition, the Board of Directors appoints the Company Secretary to counsel and assist the Board of Directors to
ensure its compliance with legal rules and regulations, as well as corporate governance. The Company Secretary
is also required to coordinate and take appropriate care of the Companys shareholders on an equal basis.
The Roles and Responsibilities of Chairman of the Board of Directors
(1) To consider the meeting agenda of the Board of Directors;
(2) To take the chair at the Board of Directors meeting and allocate sufficient time for the management to present
matters, and the directors to thoroughly discuss, as well as encourage the exercise of prudential discretion;
(3) To give the casting vote in the case of the votes of the Board are tied; and
(4) Perform the duty specified by law as the duty to be performed by the Chairman.
The Roles and Responsibilities of the Board of Directors
(1) To perform its duties in accordance with the laws, the Company's objectives and Articles of Association, as
well as resolutions of shareholders meetings, with due accountability, care and integrity;
(2) To determine the major policies for business operations, as well as the policies relating to finance,
mobilization of funds, funds management and management of the Company's risks, and to supervise the
management for the implementation of these policies in an efficient and effective manner;
(3) To consider and approve the Company's vision and mission, and cause a review thereof every year;
(4) To consider and approve the Company's objectives, strategies and business plans as well as conduct a
review thereof every year, and to monitor the results of the implementation of those prescribed plans;
(5) To consider and approve matters other than those which are within the authority delegated to the President,
or matters which must be approved by the Board of Directors or a shareholders meeting as prescribed by the
law or the relevant rules or procedures of the Company;
(6) To set up an internal control system covering the areas of business operations, financial reporting and
compliance with the laws and the Company's rules, policies and procedures. In this regard, the Internal Audit
Office has the duty to audit the compliance with this internal control system, and make a report to the Audit
Committee. The Board of Directors will evaluate the risk management system and assess the adequacy and
appropriateness of the internal control system on a yearly basis, and will review the significant systems at
least once a year. The Board of Directors will also provide its opinions thereon in the annual report;
(7) To assess the compliance with the corporate governance policy and conduct a review thereof at least once a
year;
(8) To appoint the President, to supervise and ensure that the President performs his duties in accordance with
the Company's corporate governance policy and the scope of authority delegated by the Board of Directors,
and to conduct an annual evaluation of the President's performance in order to support the determination of
his remuneration;
(9) To appoint directors or executives to serve as directors of the subsidiaries in order to oversee their
operations in accordance with their investment objectives;
(10) To appoint the Company Secretary who is to be responsible for all matters as required by the law;
(11) To appoint the Audit Committee, the Executive Committee and other committees, such as the Remuneration
and Nominating Committee, in order to assist the Board of Directors in supervising the business with a view
to achieving the prescribed objectives. The majority of the committee members shall be independent
directors. The chairmen of the committees must be independent directors; and
(12) To set up a plan for director and management development, as well as a succession plan.
6.1.2
Audit Committee
CPFs Audit Committee has been appointed by the Board of Directors. The current Audit Committee term is for a
period of three years which expires on December 23, 2017. As of February 1, 2016, the members of the Audit Committee
are the following five independent directors:
(6) Management Page 3
Surname
Sarasin
Ruttanaporn
Wibulswasdi
Angkasith
Sriworasat(1)
Position
Chairman of the Audit Committee
Member of the Audit Committee
Member of the Audit Committee
Member of the Audit Committee
Member of the Audit Committee
Mr. Chalermchon Koonthonwan, Head of Internal Audit Department, serves as Ex Officio Secretary of the Audit
Committee.
Emeritus Professor Supapun Ruttanaporn, Dr Chaiyawat Wibulswasdi and Mr. Rungson Sriworasat, three
members of the Audit Committee, have excellent knowledge, understanding and experience in matters of accounting and
finance, as well as changing financial regulations which require changes in the nature of the financial report. The Audit
Committee can seek advice from an independent specialist if necessary.
The terms of service of the committee members is for a period of three years, as this ensures a greater degree of
continuity in the work undertaken by the Audit Committee. Moreover, any retiring member of the committee can be
re-appointed for another term of membership. If any committee member wishes to resign before the expiration of his/her
period of service, s/he is required to provide one months notice of such resignation in writing. New committee members
who replace resigning committee members assume the remaining period of service of the member who resigns.
The Audit Committee has to conduct meetings at least four times in any one-year period. At each Audit
Committee meeting, the Audit Committee is empowered to invite the President, Chief Operating Officer, Chief Financial
Officer, executives, auditor and Head of the Internal Audit Office to attend, for clarification purposes. The Audit Committee
also meets the Companys External Auditor at least once a year and without management in attendance.
Roles and Responsibilities of the Audit Committee
The Board of Directors has revised the roles and responsibilities of the Audit Committee in order to comply with
the Notification of the Stock Exchange of Thailand Re: Qualification and Scopes of Duties of the Audit Committee 2008
dated June 9, 2008, as follows:
(1) To review the Company's financial reporting process to ensure that it is accurate and adequate;
(2) To review the Company's internal control system, internal audit system and risk management system to
ensure that they are suitable and efficient;
(3) To review the Company's compliance with the law on securities and exchange, the regulations of the Stock
Exchange of Thailand and the laws relating to the Company's businesses;
(4) To determine the independence of the Internal Audit Office, as well as to approve the appointment, transfer
and dismissal of the Head of Internal Audit Office;
(5) To consider, select and nominate independent persons to serve as the Companys external auditors, to
dismiss the Companys external auditors, to propose their remuneration and to attend the meeting with the
external auditors without the management at least once a year
(6) To review related-party transactions and any transactions that may involve a potential conflict of interest so
as to ensure that they are in compliance with the law and the regulations of the Stock Exchange of Thailand,
and are reasonable and in the best interests of the Company;
(7) To prepare a report of the Audit Committee which is signed by the Chairman of the Audit Committee and
published in the Companys annual report. This report must contain at least the following information:
(7.1) a commentary on the accuracy, completeness and creditability of the Company's financial report;
(7.2) a commentary on the adequacy of the Company's internal control system;
(7.3) a commentary on compliance with the law on securities and exchange, the regulations of the Stock
Exchange of Thailand or the laws relating to the Company's business;
(6) Management Page 4
Surname
Sarasin
Poongkumarn
Angkasith
Position
Chairman of the Remuneration and Nominating Committee
Member of the Remuneration and Nominating Committee
Member of the Remuneration and Nominating Committee
Appointed to be member of the Remuneration and Nominating Committee, effective from January 27, 2016
The Board of Directors appoints the Chairman of the Remuneration and Nominating Committee, where the
Remuneration and Nominating Committee term is for a period of three years, so as to ensure a degree of continuity in its
work. The period of service can be changed subject to approval from the Board of Directors. Furthermore, a retiring
committee member may be re-appointed for another term, if this is approved by the Board of Directors. If any committee
member wishes to resign before the expiration of his/her term of service, he/she should provide one months written notice.
Roles and Responsibilities of the Remuneration and Nominating Committee
(1) To establish the rules and process for nominating individuals qualified to be the Company's directors and
member of the Audit Committee;
(2) If there is a vacancy on the Board of Directors or the Audit Commiittee, to propose an individual qualified to fill
such vacancy to the Board of Directors for its consideration;
(3) To review the structure, size, and composition of the Board of Directors, and suggest any appropriate
changes;
(4) To conduct an annual evaluation of the performance of the Board of Directors, and to report such evaluation
to the Board of Directors;
(5) To establish and review the policy and guidelines relating to directors' remuneration which is suitable for their
responsibilities, and commensurate with the prevailing level of the industry and the benefits expected from
them whereby the Company's operating results and the directors' duties and responsibilities are taken into
account. Such policy and guidelines must also be in accordance with the policy established by the Board of
Directors Any proposed change in the remuneration, from that which has been approved by a shareholders
meeting, must be submitted to the Board of Directors for its consideration and then to a shareholders
meeting for its approval; and
(6) To perform any other tasks relating to its duties and responsibilities, as requested by the Board of Directors.
To efficiently perform and accomplish its duties and responsibilities as assigned by the Board of Directors, the
Remuneration and Nominating Committee shall meet at least twice a year to consider, discuss any matters and take any
action according to its duties and responsibilities. The Remuneration and Nominating Committee may invite other parties
such as independent advisor to attend the meetings as appropriate.
If the Board of Directors appoints any person to be an advisor to the Remuneration and Nominating Committee, his
or her independence or lack of conflicts of interest must be disclosed in the annual report.
6.1.4
Surname
Wibulswasdi
2. Mr. Adirek
Sripratak
Position
Chairman of the Corporate Social Responsibility and
Sustainable Development Committee
Member of the Corporate Social Responsibility and
Sustainable Development Committee
Member of the Corporate Social Responsibility and
Sustainable Development Committee
Mr. Wuthichai Sithipreedanant is the Secretary of the Corporate Social Responsibility and Sustainable
Development Committee.
Roles and Responsibilities of the Corporate Social Responsibility and Sustainable Development Committee
(1) To establish and propose the social responsibility and sustainable development policy and direction to the
Board of Directors for its approval;
(2) To support social responsibility and sustainable development activities by participating in a meeting in order
to provide the guidelines and monitor the tasks in accordance with the prescribed timeframe;
(3) To consider and assess the results of implementation of the social responsibility and sustainable
development, to give advice for the development, and to make a report to the Board of Directors at least once
a year;
(4) To approve the report on social responsibility and sustainable development for public disclosure; and
(5) To appoint a social responsibility and sustainable development sub-committee as considered appropriate.
Directors Attendance at the Meetings in 2015
Number of Attendances
Name
Surname
Board of Audit Remuneration Corporate
Corporate Social
Directors Committee and Nominating Governance Responsibility and Sustainable
Committee Committee Development Committee
1. Mr. Dhanin
Chearavanont
9/10
2. Mr. Prasert
Poongkumarn
10/10
1/1
3. Mr. Min
Tieanworn
10/10
4. Mr. Chingchai
Lohawatanakul
9/10
5. Mr. Arsa
Sarasin
10/10
9/9
1/1
2/2
6. Mr. Adirek
Sripratak
10/10
2/2
7. Professor Dr. Athasit
Vejjajiva(1)
10/10
9/9
1/1
8. Emeritus Professor Supapun Ruttanaporn
9/10
9/9
9. Dr. Chaiyawat
Wibulswasdi
8/10
8/9
2/2
2/2
10. Professor Dr. Pongsak
Angkasith
8/10
7/9
2/2
11. Mr. Phongthep
Chiaravanont
8/10
12. Dr. Veeravat
Kanchanadul
9/10
2/2
13. Mr. Pong
Visedpaitoon
10/10
14. Mr. Sunthorn
Arunanondchai 10/10
15. Mrs. Arunee
Watcharananan 10/10
Remark
(1)
Retired from the director position, effective from December 31, 2015.
6.1.6
Executive Committee
The Board of Directors appoints the Executive Committee by considering individuals with the qualifications,
knowledge, competency and experience related to the Companys business. This is to assist the Board of Directors with
the efficient and effective management of its operations according to Company policy and the objectives as laid down by
the Board of Directors.
As of February 1, 2016, the members of CPFs Executive Committee are as follows:
Name
1. Mr. Chingchai
2. Mr. Adirek
3. Mr. Pong
4. Mr. Phongthep
5. Mrs. Arunee
6. Mr. Voravit
7. Mr. Teerasak
8. Mr. Vitit
9. Ms. Patchara
10. Mr. Paisan
Surname
Lohawatanakul
Sripratak
Visedpaitoon
Chiaravanont
Watcharananan
Janthanakul
Urunanon
Pootanasap
Chartbunchachai
Chirakitcharern
Position
Chairman of the Executive Committee
Executive Director
Executive Director
Executive Director
Executive Director
Executive Director
Executive Director
Executive Director
Executive Director
Executive Director
The Board of Directors appoints the Chairman of the Executive Committee, the Chief Executive Officer and Chief
Operating Officer, as well as the Chief Financial Officer. Should the Chairman of the Executive Committee be unable to
attend an Executive Committee meeting, he will nominate the President or Chief Operating Officer to act as Chairman of
the meeting in his absence. At meetings, the Executive Committee can invite other people, such as management
representatives and/or external advisors, to attend the meeting as necessary.
Primary Responsibilities of the Executive Committee:
(1) To scrutinize the goals, business strategies, budgets and investment projects of each business before they
are submitted to the Board of Directors for approval, and to review the approved budgets and investment
projects to be in line with changing situations, if any;
(2) To monitor the results of implementation and progress of the investment projects of each business, to report
any problems and obstacles encountered, and to propose possible solutions to the Board of Directors;
(3) To monitor the administration and risk management of each business;
(4) To review the risk management system or evaluate its efficiency at least once a year;
(5) To monitor the results of human resource development, the promotion and rotation of management in each
business according to the Company's succession plan, manpower plan, remuneration criteria and
performance assessment criteria for the management, provided that the remuneration in the forms of salary,
bonus and long-term incentives of the President and executives must be in line with their respective
performance evaluation results whereby shareholders' interests and the Company's sustainability are also
taken into account;
(6) To consider alternative sources of funding for various investment projects when necessary, for approval by
the Board of Directors; and
(7) To monitor the use of funds, funds management and financial condition of each business.
Executives
As of February 1, 2016, CPFs management comprises the following:
1. Mr. Adirek Sripratak(1)
President and Chief Executive Officer (CEO)
(1)
2. Mr. Pong
Visedpaitoon
Chief Operating Officer - Aquaculture Business
(1)
3. Mr. Teerasak Urunanon
Chief Operating Officer - Livestock Feed Business
(1)
4. Mr. Virachai Ratanabanchuen
Chief Operating Officer - Chicken Business
5. Mr. Pisit
Ohmpornnuwat(1)
Chief Operating Officer - Duck Business
(1)
6. Mr. Sompop Mongkolpitaksuk
Chief Operating Officer - Egg Business
(1)
7. Mr. Somkuan Choowatanapakorn Chief Operating Officer - Pork Business
8. Mr. Sukhawat Dansermsuk(1)
Chief Operating Officer - Food Business
Executive Vice President - Domestic Trading Unit and Food Research and
Development Unit
(1)
9. Mr. Sathit
Sangkanarubordee Chief Operating Officer - Five Star and Restaurant Business
10. Mr. Paisan Chirakitcharern(1)
Chief Financial Officer
11. Mr. Vitit
Pootanasap
Executive Vice President - Aquatic Feed Unit
12. DVM Sujint Thammasart
Executive Vice President - Aquatic Farming Unit and Aquatic Breeding and
Farming Research and Development Unit
13. Mr. Rewat
Hathaisattayapong Executive Vice President - Livestock Feed Business
(Northeastern, Central and Eastern Region and Cattle Feed)
14. Mr. Virote
Kumpeera
Executive Vice President - Livestock Feed Business (Northern, Western and
Southern Region)
15. Mr. Prajit
Udnoon
Executive Vice President - Poultry Breeding and Farming Research and
Development Unit
16. Mr. Prasit
Boondoungprasert Executive Vice President - Chicken Integration Business (Bangkok, Minburi
and Eastern Region) and Overseas Trading Unit
17. Mr. Siripong Aroonratana
Executive Vice President - Chicken Integration Business (Northeastern
Region)
18. Mr. Songsak Futrakul
Executive Vice President - Pork Business (Northern, Central, and Southern
Region)
19. Mr. Prapoj Choakpichitchai
Executive Vice President - Pork Business (Bangkok Metropolitan Region)
20. Mr. Narerk Mangkeo
Executive Vice President - Agri-Food Business
21. Mr. Viboon Supakarapongkul
Executive Vice President - Aquatic Food Domestic Trading Unit
22. Mr. Somchai Triamchaipisut
Executive Vice President - Aquatic Food International Trading Unit
23. Dr. Sommai Tachasirinugune
Executive Vice President - Food Quality Assurance Unit
24. Mr. Voravit Janthanakul
Executive Vice President - General Administration Unit
25. Mr. Praderm Chotsuparach
Executive Vice President - Information Technology and Application Unit
26. Mr. Vittavat Tantivess
Executive Vice President - Marketing Unit
27. Mr. Anurat Suthamnirun
Executive Vice President - Food Processing Technology and Engineering Unit
28. Mr. Sumeth Vongbunyong
Executive Vice President - Human Resource Unit
(1)
Management in accordance with the Notification of the Securities and Exchange Commission No. Kor Chor. 17/2551 Re:
Definition under Notifications relating to Issuance and Offering of Securities
practices. In addition, the President has authority for carrying out any duties according to the Companys normal operation.
However, the President does not have authority in the following matters, which outline the limitations of the Presidents
authority:
(1) To enter into transactions involving a potential conflict of interest which have not been approved by the Board
of Directors and the Notification of the Capital Market Supervisory Board, which requires such transactions to
be approved by either the Board of Directors or the Companys shareholders
(2) To sell, or write-off any assets from the accounting book must be approved by the Board of Directors or the
Companys shareholders, in accordance with the financial principles of the Company.
(3) To enter into any transaction with any person to provide or accept financial assistance, such as lending
money, guaranteeing, providing assets as collateral, and other similar acts, with the exception of:
3.1 Short-term loans between the Company and subsidiaries in which the Company directly or indirectly
holds at least 90% of the shares.
3.2 Short-term loans between subsidiaries in which there is no party connected with the Company who
holds in excess of 10% of the shares in the subsidiaries.
(4) To approve the annual budget or any additional investment budget during the year, where the value of the
project is more than Baht 100 million.
(5) To acquire or dispose of investments (held as equity or debt instruments) in any company that infringes the
Companys financial principles must be approved by the Board of Directors or the Companys shareholders.
(6) Any matters that are required by law, or relevant regulations, to be approved by the Board of Directors, or at a
shareholders meeting.
6.3
Company Secretary
The Board of Directors Meeting, convened on August 27, 2008, passed a resolution to appoint Ms. Patchara
Chartbunchachai to be the Company Secretary due to her experience as well as knowledge and understanding of the
Companys businesses. She also possess adequate knowledge concerning accounting, finance, legal matters and
regulations related to securities laws including other relevant laws to perform her role efficiently. The Company Secretary is
responsible for preparing and maintaining the profile of directors, notice for and minutes of the meetings, the Companys
Annual Reports, notice and minutes of shareholders meetings as well as maintaining the directors and executives report on
conflict of interest, and performing other duties as required by the Capital Market Supervisory Board.
6.4
Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Mr. Dhanin
Mr. Prasert
Mr. Min
Mr. Chingchai
Mr. Arsa
Mr. Adirek
Professor Dr. Athasit
Emeritus Professor Supapun
Dr. Chaiyawat
Professor Dr. Pongsak
Mr. Phongthep
Dr. Veeravat
Mr. Pong
Mr. Sunthorn
Mrs. Arunee
Remark
(1)
Surname
Chearavanont
Poongkumarn
Tieanworn
Lohawatanakul
Sarasin
Sripratak
Vejjajiva(1)
Ruttanaporn
Wibulswasdi
Angkasith
Chiaravanont
Kanchanadul
Visedpaitoon
Arunanondchai
Watcharananan
CPF
Director
6,167,530
4,624,770
4,624,770
4,624,770
4,624,770
4,624,770
3,083,180
3,083,180
3,083,180
3,083,180
3,083,180
3,083,180
3,083,180
3,083,180
3,083,180
Audit Committee
5,400,000
2,400,000
2,400,000
2,400,000
2,400,000
-
Subsidiaries
Director
64,680
770,000
590,000
Retired from the director position, effective from December 31, 2015.
Other remuneration - None 6.4.2 Remuneration of the Executives for the Year 2015
Monetary remuneration Monetary remuneration in 2015 for 6 executives amounted to a total of Baht 142 million,
which included monthly salary and other benefits.
Other remuneration - None 6.5
In addition to the above evaluation of the Boards performance, member of each sub-committee also evaluate their
own performance and report the results to the Board of Directors annually.
6.6
Personnel
As of December 31, 2015, CPF had a total of 11,855 employees and workers who received remuneration in 2015
totaling Baht 6,250 million in form of salary, wages and other benefits. Number of employees and workers can be grouped
according to the main business units as follows:
Major functions
1. Operation units
2. Central units
Total
As of December 31, 2015, CPF and its subsidiaries had a total of 110,594 employees and workers.
Human Resources Management
The Company has realized that employees are important resources in driving businesses to the goals and
leading organizations towards sustainability. Therefore, the Company has developed the human resources management
work on the basis of fair treatment to personnel and respect of human rights by enhancing opportunities of job promotion
and working team environment as well as promoting skills and learnings throughout the period of work for happiness and
balance of working life and personal life of employees under the vision People Excel-Business Exceeds.
From Vision to Human Resources Management
With the vision People Excel-Business Exceeds, the Company has given the importance to management
processes of human resources at all levels including attraction, development, motivation and retention so that employees at
all levels and fields of careers will have excellent knowledge, abilities and expertise, which will be significant factors and
driving forces for world-class competitiveness and sustainable growth and success of the business.
Moreover, the Company has provided its succession plan to support the job expansion and replacement in case
of vacancies together with the talent management, in order to provide opportunities for employees to express their
potentials and to step up to leader positions in the future, and to develop local personnel in terms of professional skills
(through the learning center) and the leadership for executives and employees in each country in which the Company has
operated its businesses, in order to support local personnel to step up to executive positions and to obtain knowledge and
abilities of business management under the world-class standards.
Human Resources Supervision and Assurance
The Company has realized the importance of human resources operation and has therefore established HR
Assurance Unit to ensure that the Companys human resources management processes are in accordance with the laws,
corporate policies, including standards and customers requirements; and to ensure that the human resources
management processes shall be developed continuously in order to step up to world-class standards and to support the
business growth.
Laws
To ensure that the human resources management process are in accordance with the
laws.
Standards adhered by the
To ensure that the human resources management process are in accordance with the
Company
United Nations Universal Declaration of Human Rights (UNDHR) and Regulations of
International Labour Organization (ILO), including standards adhered by the Company.
Corporate Human Resources To ensure that the human resources management process are in conformity with the
Policy
Corporate HR Policy.
Customers Requirements
To ensure that the human resources management process are in accordance with
Customers Code of Conduct.
(6) Management Page 12
On August 1, 2014, the Company announced its appointment of the Committee for Support and Promotion of
Corporate Social Responsibility and Thai Labour Standard System (TLS8001-2010); whereas, such committee shall have its
roles and duties to determine policies and action plans and to support and promote the application of Thai Labour Standard
System (TLS8001-2010) so that the Company shall have its good labour management system equivalent to the international
labour standards. On October 19, 2015, Korat Chicken Processing plant was certified under the highest Thai Labour
Standard (TLS8001-2010) of the Department of Labour Protection and Welfare, Ministry of Labour, which was CPFs labour
management guidelines to create equality, fair treatment and non-discrimination and in accordance with international
standards and principles of human rights and to continuously and perfectly develop and upgrade Thai labour standards of
other workplaces.
Moreover, on August 31, 2015, CPF received a certificate from the Ministry of Labour as the workplace having
employed legal foreign workers and having given protection to foreign workers under a good standard and having taken
part in prevention and action against human trafficking.
CPF Corporate Compliance
The Company has given the importance to standards, rules and regulations which are significant to its business
operation and has therefore established CPF Corporate Compliance Unit with its duties to supervise rules and regulations
relating to business operation of CPF.
Establishment of Strong Corporate Culture
The Company has aimed to establish a participatory corporate culture on the basis of honesty, integrity and ethics
and to create common interests through its implantation of CPF Way values such as innovation projects to promote and
support employees at all levels with opportunities, presentation of ideas or development of outstanding work performances
and job advancement together with the Company through innovativeness.
Employees Code of Conduct has been promoted by means of dissemination through various communication
channels of the Company such as CPF HR Web Portal, orientation of new employees; and the Company has developed the
E-learning system as a channel of dissemination to new employees throughout the organization, which helps follow up new
employees to receive information correctly and completely and making it easy for storage and immediate reporting through
online registration. Moreover, with its commitment to business operation in a fair, honest and transparent manner and with
responsibilities to the society and all groups of stakeholders under the Good Governance Policy, Employees Code of
Conducts and Universal Principles to create confidence to all groups of stakeholders and to support sustainable growth of
the Company.
In 2013, the Company signed the Declaration of Intention of the Private Sector Collection Action Coalition against
Corruption in cooperation with government, private sectors, and regulatory bodies to establish standards of transparent
business operation. Then, in November 2014, the Board of Directors approved the anti-corruption policy which has become
a framework for the Companys business operations. Additionally, the Human Resources department is responsible for
regular communicating and encouraging the use of the anti-corruption policy, including policies and regulations prescribed
thereunder, to directors, executives and employees. The Companys executives and employees should follow the following
guidelines:
1. Directors, executives and employees of all levels are required to adhere to the anti-corruption policy and Code
of Conduct for the benefit of the Company, individual employees, families, friends and acquaintances, both
directly and indirectly.
2. Directors, executives and employees of all levels must not be indifferent or ignore when they are aware of
Company-related corruption cases. They must inform their superiors or responsible persons, and cooperate in
the fact-finding process. In case of doubt, they should discuss with their superiors or persons in charge of
governance through designated channels.
3. The Company must protect employees who provide information on Company-related corruption cases though
it may jeopardize the Companys business opportunities.
(6) Management Page 13
4. A corrupt person violates the corporate governance - an act liable to disciplinary punishment and possibly
legal punishment.
5. The Company emphasizes the requirement to communicate with and create understanding among business
suppliers and stakeholders concerning the anti-corruption policy and disclosure of information on the
Companys anti-corruption policy.
6. The Company internally communicates its anti-corruption policy through different channels including
orientations for directors and employees, and intranet to ensure understanding and adherence to the policy.
Talent Recruitment
The Company is proactive in recruiting talents, starting from organizing student training programs, job
recruitments in universities, and building relationship with talented pre-graduates. The Company also recruits high-level and
experienced executives through various activities, e.g. the CPF Ambassador and Getting to Know programs. Talented
candidates are recruited domestically and overseas to develop CPF as an Employer of Choice organization.
Respect of Human Rights
Fully aware of respect on human rights, the Company issued policies on human rights, employment and labor
management in 2014 as management guidelines based on international human rights standards. This is to promote
individuals participation and respect to differences, safety and well-being in workplace, fair compensation, and appropriate
career advancement. The ultimate goal is to build the so-called CPF Home of Happiness.
Promote work culture with an emphasis on participation and respect to differences
The Company advocates an integration of employeesideas, skills and diverse experiences to drive the
business, create innovations and achieve excellence. Diversity and inclusion management was implemented
for the benefits of the business and employees:
- Leaders must be ready to listen to different ideas.
- Encourage employees to creatively reveal their ideas.
- Create an atmosphere of mutual respect, coherence despite diversity, non-discrimination and equal
opportunity for appropriate compliment of employees. In 2015, CPF has promulgated its policy of
non-discrimination and non-harassment in order to prevent and protect employees at all levels from different
patterns of discrimination, harassment and threats.
Create safety and well-being in workplace
The Company emphasizes safe and hygienic workplace with a zero-accident goal through participation by
employees of all levels and training. The Company also creates a happy workplace through various activities
aimed at promoting a healthy work-life balance for employees.
Employees Motivation
Fairness in compensation
The Company offers compensation and benefit packages that are competitive with leading players in the
industry, based on its business performance and employees performances. The Company conducts reviews
of its total compensation package annually to ensure that it is competitive in the labor market.
Performance management
The Company has given the importance to its performance management by means of target setting with key
performance indicator (KPI), including behaviours in conformity with the corporate values of CPF Way, to be
properly used as indicators of work performances of employees at all levels so that the Company shall be able
to consider and give rewards to personnel who had good performances of work and conducted themselves in
conformity with the corporate values and ethics and to offer remunerations to them with significant differences
when compared to those who had poorer performances of work. The performance management shall be used
as rewards and motivation for employees to keep such good level of performances of work and as motivation
and role models for other employees to improve their performances of work.
Development of Leadership and Professionalism
The Company is aware of the need to develop employees skills and knowledge to continually strengthen their
efficiency and leadership, and to support business growth. The CPF Training Center (CPFTC), which was awarded ISO
29990:2010, also provides pre-retirement training to employees to prepare them for their post-retirement life. The Company
was the first in Thailand to be certified by the United Registrar of Systems Ltd. (URS) under the United Kingdom Certification
Service (UKAS) in May 2014 for the initiatives. Earlier, the Company has been awarded ISO 9001:2008 for learning
development, training service and learning through electronic media since March 1, 2012, which confirmed its commitment
to develop the training process to meet the international standards effectively, continuously and sustainably and can be
verified and traced effectively; whereas, the Company has developed its personnel on the basis of competency framework
in terms of classroom training and non-classroom training such as project implementation, job rotation, new job
assignments, coaching, consultation, and development through learning such as learning through lecture rooms, e-learning,
etc., in response to strategies, values, roles, duties and responsibilities of employees in order to obtain the talents who have
their potentials and abilities to sustainably achieve their personal goals of work and the organizations goals in each area of
the development process, as per the examples, as follows:
Development of leadership skills to support business growth
According to the corporate strategies of Creating Innovation and Improving Efficiency that have emphasized
the personnel development through the creation of effective people by developing 7 basic habits to employees
at all level throughout the organization through Theory of Inventive Problem Solving (TRIZ) Program, 21-Day
Idea-Sharing Program and Lean Six Sigma Program to increase the productivity of performance of work and
to emphasize the corporate values of CPF Way.
Moreover, the Company has prescribed standard programs as per levels for enhancement of leadership skills
and management abilities, jointly designed with PacRim, the world-class personnel development consultant,
and using development tools from Franklin Covey, VitalSmarts, etc., and leadership development programs of
C.P. Leadership Institute.
Continual development of work skills and knowledge
The Company has given the importance to the development of work-related abilities to create expertise in
works through the Learning Center of each business that has emphasized the creation of work-related skills
and knowledge by means of dissemination of knowledge from experts within the organization for design of
learning process appropriate to each subject, including learning by doing, learning in classrooms and learning
through self-service systems in the knowledge management which contains over 35,000 subjects of data,
books and documents, including the establishment of internal network of resource persons for dissemination of
knowledge as well as evaluation for development of up-to-date programs.
Promotion and creation of employee engagement
The Companys success of becoming a world-class organization is partly due to employee engagement and
personnel management since the first day of employment through the on-boarding process for management of
new employees and their adaptation to co-workers, friendly working environment, including corporate culture
as well as continuous personnel development through the above-mentioned process until their retirement
period as a reward for their work and support of happy life after their retirement.
Corporate Governance
7.1
Rights of Shareholders
The Board of Directors recognizes the rights of shareholders as provided by laws, and support the exercise of their
rights in a manner not inconsistent with the provisions of the laws. The Board of Directors will not do anything which violates
or deprives shareholders of their rights. To promote the exercise of rights by shareholders, the Board of Directors has
established guidelines as set forth below.
General Practices
1. The Company shall ensure that all shareholders have the fundamental rights as prescribed by the laws, such
as the equal right to profit sharing, the right to receive adequate news and information of the Company in a
timely manner, etc., and shall facilitate and encourage shareholders, especially the institutional group, to
attend and exercise their voting rights at shareholders meetings.
2. The Company shall ensure that the total number of shares held by directors does not exceed twenty-five
percent (25%) of the total number of shares issued and sold by the Company.
3. The Company shall promote the maintenance of ordinary shareholding by minority shareholders at a
proportion in excess of forty percent (40%) of the total number of shares issued and sold by the Company.
4. The Company shall not obstruct or cause obstacle to communication opportunities among shareholders.
5. When a shareholders agreement is to be executed by any shareholders, the Company shall endeavor to
ensure that such shareholders agreement will not materially affect the Company or other shareholders.
6. The Company shall refrain from doing anything to limit shareholders' opportunities to study information publicly
disclosed by the Company.
Procedures before the Date of Shareholders Meeting
7. The Company shall ensure that a notice of meeting, in Thai and English, is sent to shareholders at least 14 days
prior to the meeting date, and posted on the Company's website at least 30 days prior to the meeting date. A
notice of meeting shall consist of the following information:
7.1 the date, time and place of the meeting, an agenda which clearly describes the respective agenda items,
the rules and procedures relating to attendance of the meeting and voting under each agenda item, as
well as adequate information, rationales, and opinions of the Board of Directors for the proposed agenda
items so as to enable shareholders to exercise their independent decision making and protect their
interests and the Company's overall interests;
7.2 the profiles of persons nominated to be directors, e.g. their ages, educational background, work
experience and number of companies in which they hold directorship position, the rules and method of
nomination, the types of directors who are nominated for re-election, their attendance of meetings during
the previous years and the date of their first appointments as directors, etc. for the shareholders'
information and consideration under the agenda item relating to the election of directors;
7.3 the names of auditors nominated for appointment, their companies, experience, expertise,
independence, and fee for the shareholders' information and consideration under the agenda item
relating to the appointment of auditors; and
7.4 the dividend payment policy and the proposed amount and rate of dividend payment, including other
supplementary details for the shareholders' information and consideration under the agenda item relating
to dividend payment.
8. The Company shall provide shareholders with an opportunity to raise questions relating to the agenda items to
the Board of Directors prior to the meeting date.
Procedures on the Date of Shareholders Meeting
9. A shareholders meeting shall be held in a locality with convenient transportation to facilitate attendance of the
meeting by shareholders.
10. Sufficient personnel and technologies must be provided to examine the documents of shareholders and fully
facilitate their attendance and voting, as well as to support vote counting and the announcement of the results,
so that the meeting can be conducted expeditiously and so the voting results are accurate.
11. All directors and management are encouraged to attend shareholders meetings to answer shareholders'
questions.
12. The Company shall arrange persons to verify vote counting in the shareholders meeting, and disclose them in
the minutes of the shareholders meeting.
13. Before the commencement of a shareholders meeting, the chairman of the meeting or a person assigned by
them shall explain the rules for the meeting and the voting procedures and method.
14. During a meeting, the chairman or a person assigned by them shall inform the meeting of the details and
rationale supporting its decision on the proposed matters, and the votes required for the respective agenda
items.
15. For each agenda item which requires a resolution of the meeting, the voting shall be made by ballot, unless
shareholders have voted in advance through their forms of proxy.
16. Voting for election of directors shall be conducted on a person-by-person basis, under the agenda item
relating to election of directors.
17. Shareholders shall be given opportunities to raise questions, express their opinions and make
recommendations in an independent and appropriate manner, based on the meeting agenda.
Procedures after the Date of Shareholders Meeting
18. Resolutions and voting results of a shareholders meeting shall be disclosed on the day following the meeting
date, via a newsletter which is publicized through the information disclosure system of the Stock Exchange of
Thailand and on the Company's website.
19. Minutes of the shareholders meeting shall be prepared and publicly published on the Company's website
within 14 days of the meeting date. Resolutions of the meeting, including the numbers of affirmative, negative
and abstaining votes for the respective agenda items, shall be clearly recorded in the minutes.
For the 2015 Annual General Meeting of Shareholders, the Company has publicized relevant documents and
information on its website since March 20, 2015. Such documents and information were the same as those sent to
shareholders by mail on April 1, 2015, along with a notice of meeting. The notice of meeting consisted of information relating
to the meeting agenda, the rationales for and opinions of the Board of Directors on the proposed matters, the date, time and
place of the meeting, and the rules and supporting documents for registration of attendance. Shareholders were given an
opportunity to send questions to the Company on matters relating to the agenda in advance at csoffice@cpf.co.th or
facsimile number 0-2638-2139, for the Board of Directors to consider and provide full clarification on to the shareholders'
meeting.
The 2015 Annual General Meeting of Shareholders was held on April 22, 2015, in the Conference Room, 3rd Floor,
Convention Hall, Panyapiwat Institute of Management, 85/1 Moo 2, Chaengwattana Road, Bang Talad, Pakkred,
Nonthaburi, in order to facilitate the attendance of shareholders. The Company also provided snacks and refreshments for
shareholders in the registration area prior to the commencement of the meeting. In order to minimize the time for the
registration process, the Company used a bar-code system and arranged adequate personnel to check the documentation
of each attending shareholder.
Before the 2015 Annual General Meeting of Shareholders began, the Company clarified the rules for conducting
the meeting and the voting procedures and methods for the meeting. There were 33 directors and senior executives in
attendance, including the Vice Chairman, the President, the committee members, the Chief Operating Officer and the Chief
Financial Officer.
As the Chairman of the Board of Directors could not attend the meeting, the Vice Chairman shall preside over the
Meeting, according to the Articles of Associations of the Company. Therefore, Mr. Adirek Sripratak, the Vice Chairman, was
the Chairman of the Meeting. Shareholders were given opportunities to express their views and raise questions on matters
under the relevant agenda items, and to elect directors individually to replace the retiring directors under the agenda item
relating to election of directors. For each agenda item, shareholders were asked to vote by ballot in case they wished to vote
against the proposed matter or abstain from voting. During the meeting, the conductor of the meeting provided information
and rationales supporting the decision on each proposed matter and informed the meeting of the votes required for each
agenda item. Legal advisors were also present to monitor the meeting to ensure that it was conducted in accordance with
the law and the Company's Articles of Association, and to witness the vote counting.
The minutes of the meeting were duly prepared, consisting of two main sections. Section one consisted of general
information, such as the names of the directors and executives attending the meeting, the number of shareholders in
attendance at the commencement of the meeting and the total number of their votes, the voting and voting counting rules,
etc. Section two consisted of information relating to matters proposed to the shareholders according to the meeting agenda
included in the notice of meeting, the summaries of significant details presented by the Board of Directors, questions raised
by shareholders and explanations given by the management on the significant and pertaining matters (if any) under the
respective agenda items, and the voting results categorized into affirmative, negative and abstaining votes.
The Company submitted the minutes of the 2015 Annual General Meeting of Shareholders to the Stock Exchange
of Thailand on May 6, 2015 (14 days from the meeting date), and simultaneously posted them on the Company's website.
7.1.2
7.1.3
5. The Company shall also include in its annual report all shareholdings by its directors and executives, either
directly, i.e. shareholdings by themselves, or indirectly, e.g. shareholdings by their spouses;
6. The directors and executives have the duty to report their interests according to the rules and method
prescribed by the Board of Directors;
Communication of the Company's Information Via Other Channels
7. The Company shall disclose up-to-date information in both Thai and English versions through its website, in
addition to the disclosure of information according to the prescribed rules and via the channels of the Office of
the Securities and Exchange Commission or the Stock Exchange of Thailand; and
8. The Company has set up an Investor Relations Office to disseminate its financial and general information to
shareholders, security analysts, and investors, and to serve as a channel of communication for shareholders
and interested investors. The Investor Relations Office has the duty to meet with investors and securities
analysts on a regular basis to present the Company's performance.
7.1.5
2.1.4 A director may not have been an employee or partner of an external auditing firm engaged by the
Company during the past two years.
2.1.5 A director who serves as an executive director may not hold a directorship position in more than two
other listed companies.
2.1.6 If any director holds a directorship or management position in another company, he or she shall
report the details thereof to the Company. This matter shall be one of his or her interests that must
be reported according to clause 6 of chapter 4.
2.2 Additional qualifications for independent directors
2.2.1 The qualifications of independent directors shall at least be in accordance with the criteria
prescribed by the regulatory authorities as prescribed below. The Company may add required
qualifications as appropriate.
a. Holds not more than 1% of the total outstanding voting shares of the Company, a parent
company, a subsidiary, an associate, a major shareholder, or a controlling person of the
Company, including shares held by a person related to the independent director.
b. Is neither a director that has a management authority nor an employee, staff, advisor on regular
retainer, or a controlling person of the Company, a parent company, a subsidiary, an associate,
a subsidiary of the same tier, a major shareholder, or of the Companys controlling person both
in the present and at least two years prior to taking the independent directorship.
c. No relationship by blood or legal registration, in a nature that makes the independent director
be a parent, spouse, brothers and sisters, children nor spouse of children of a management, a
major shareholders, a controlling person or a person who will be nominated as a management
or a controlling person of the Company or a subsidiary.
d. Is not involved in the following relationships with the Company, a parent company, a subsidiary,
an associate, a major shareholder or a controlling person of the Company in a nature which may
obstruct his independent judgment, both in the present and at least two years prior to taking the
independent directorship.
- The business relationship including from normal course of business transactions, rent or lease
out the property, transactions related to assets or services nor provide or receive financial
support by borrowing, lending, surety, or other similar manner, which incur debt to the
Company or contract party equivalent to 3% of the net tangible assets of the Company or
amounting to Baht 20 million up, whichever is lower. This threshold is applicable to all
indebtedness incurred within one year prior to the date of having such business relationship.
For consideration the business relationship, it is included the relationship as a significant
shareholder or a controlling person of firms the Company having such businesses with.
- be an auditor or a significant shareholder, a controlling person or a partner of the audit firm of
such auditor.
- be a professional service provider such as legal or financial advisor, whose service fee
exceed Baht 2 million per year, or a major shareholder, a controlling person or a partner of
such firm.
e. Is not appointed as a representative of the Company's directors, major shareholders or
shareholders who are related to the major shareholders of the Company.
f. Does not engage in the similar business and significantly competing with the business of the
Company or subsidiary, or not being a significant partner in partnership or not being a director
that has a management authority nor an employee, staff, advisor on regular retainer or holding
shares exceed 1 percent of the total voting shares of other company which engage in the similar
business and significantly competing with the business of the Company.
(7) Corporate Governance Page 9
exchange their views, and make independent decisions. The meeting may request additional information from
the President, the Company Secretary or other executives, or seek advice from independent consultants as
appropriate.
12. If any director has a vested interest in any agenda item, he or she shall immediately disclose the details thereof
to the Board of Directors and shall not participate in the decision making for such agenda item. This shall also
be recorded in the minutes of meeting of the Board of Directors.
13. The non-executive directors may hold meetings to discuss matters relating to the Company's overall
management as necessary, without any management personnel in such meeting. The reports on the meeting
results shall be submitted to the board meetings for information.
14. The Chairman of the Board of Directors should allocate sufficient time for the management to present matters,
and the directors to thoroughly discuss the same, and should encourage the exercise of prudential discretion.
Every director should pay attention to all issues presented to the meeting, including corporate governance
issues.
Evaluation of the Board of Directors Performance
15. The Remuneration and Nominating Committee shall evaluate the Board of Directors performance annually and
report the results to the Board of Directors.
16. The Board of Directors shall conduct a self-assessment at least once a year. The Chairman of the Board of
Directors will be responsible therefor. Such self-assessment process and criteria shall be disclosed in the
annual report.
17. There shall be an evaluation of individual directors' performance. The process and criteria for such evaluation
shall be disclosed in the annual report.
18. An evaluation of the performance of each sub-committee shall be conducted, and a report on the results
thereof shall be made to the Board of Directors at least once a year.
19. The Board of Directors may engage an external consultant to help establish the guidelines and recommend the
issues in evaluating the performance of the Board of Directors.
Remuneration of Directors and Executives
20. Remuneration of directors shall be in accordance with the rules prescribed by the Remuneration and
Nominating Committee.
21. Remuneration of the executives shall be in accordance with the rules prescribed by the Executive Committee.
Development of Directors and Executives
22. The development of directors and executives shall be in accordance with the director and executive
development plan and succession plan in in Clause 6.1.1 under 6. Management in Part 2. The President must
report the implementation of these plans to the Executive Committee every year.
23. Training and knowledge on the Company's corporate governance shall be regularly provided to the directors
and executives. Such training and knowledge enhancement may be conducted internally or by third-party
institution.
24. Upon assuming a directorship position for the first time, the director shall receive all the important information
relating to the Company, including its Articles of Association which prescribe the roles, duties and
responsibilities of the Board of Directors, as well as information relating to the laws, regulations and conditions
pertaining to the assumption of directorship position in a listed company, and other information relating to the
Company's business operations.
Holding of Position by Executives
25. If the President or an executive holds a directorship position in another company other than as assigned by the
Company, he or she shall report the details thereof to the Company as prescribed by the law. The President or
an executive may not serve as a president of another company, except as assigned by the Company.
(7) Corporate Governance Page 11
26. An executive must not have been an employee or partner of an external auditing firm engaged by the
Company during the past two years.
7.2
7.2.1
7.4
Auditors Remuneration
CPFs auditors in the year 2015, considered and proposed by the Audit Committee which then approved by the
Annual General Shareholders Meeting No.1/2015, were Mrs. Munchupa Singsuksawat C.P.A. (Thailand) Registration No.
6112, Mr. Charoen Phosamritlert C.P.A. (Thailand) Registration No. 4068 and Mr. Veerachai Ratanajaratkul C.P.A. (Thailand)
Registration No. 4323, of KPMG Phoomchai Audit Limited.
The remunerations that CPF paid to KPMG Phoomchai Audit Limited(1) in 2015, were as follows:
1. The audit fees on companys accounts
2. Other audit fees on special projects
(1)
Baht
3,290,000
270,000
The Company has prescribed its corporate social responsibility (CSR) as one of its main strategies for sustainable
business operation; whereas, policies and directions of CSR strategy have been implemented under 3 main pillars Food
Security, Self-Sufficient Society and Balance of Nature on the basis of good governance and fair supervision of personnel
development and respect of human rights in order to obtain suitable returns to shareholders, good health of consumers,
security and happiness of employees, business partners and communities and to conserve natural resources and the
environment which is the cost of social and economic development at present and in the future.
However, for efficient and effective management of sustainability, the Company has reviewed and assessed
issues of corporate social responsibility towards sustainability covering significant opportunities and risks in dimensions of
economy, society and environment on a yearly basis by using 4 main principles of Global Reporting Initiatives (GRI)
including Sustainability Context, Materiality, Completeness and Stakeholder Inclusiveness; whereas, in 2015, the
Company has summarized its evaluation of issues prioritized by its stakeholders and related issues which may have
impacts on successes of the Companys business operation, as follows:
According to the integration of points of view and expectation of stakeholders and the Company as
above-mentioned, it helped enhance the confidence in operation as per strategic directions of corporate social
responsibility towards sustainability under 3 main pillars Food Security, Self-Sufficient Society and Balance of Nature,
which are scope of operation of corporate social responsibility towards long-term sustainability of the Company which shall
be implemented together with its continuous review and improvement of management guidelines in order to achieve the
Companys goals and to meet stakeholders expectation as well as challenges at present and in the future.
Food Security
Food security is a significant agenda to which all organizations around the globe have paid attentions and determined as
the world and regional food strategy. In this regard, the Company, as agro-industrial and integrated food business
leader, has given extreme importance to its participation in creating food security continuously by aiming at enhancing
(8) CSR towards Sustainability Page 1
food quality and safety throughout the processes together with improving food access for health and safety of
consumers as well as relief of hunger and malnutrition in the society.
Enhancing food quality and safety throughout the value chains
The Company has given highest importance to the food quality and safety throughout the processes including selection
of raw materials, research and development, animal feed manufacturing, animal husbandry, food production,
packaging and delivery to consumers.
In 2015, the Company has initiated CPF Food Standard Project to standardize systems on food quality and safety
throughout its value chains locally and overseas and to create a variety of alternatives and health food menus by means
of new product development (NPD), totally 119 items, including health products, totally 15 items.
Improving food access
The Company has envisaged the importance of promotion of adequate food access of communities, particularly among
children and youth groups in response to challenges on malnutrition of the Country as well as promotion of proper age
group development.
In 2015, the Company has cooperated with the Rural Lives Development Foundation sponsored by Charoen Pokphand
Group and all employees as well as network parties to implement Raising Layer for Students Lunch Project to extend
opportunities of continuous access to protein sources for the youth in remote areas by having additionally accessed 50
schools in 6 regions and initiated CPF Growing Happiness, Growing Futures Project Commemorating Princess Maha
Chakri Sirindhorns 60th Birthday Anniversary for extension of commitment to jointly create good nutrition of students in
surrounding areas of factories and farms of the Company under its 5-Year Development Plan 2015-2019 in cooperation
with 67 schools in surrounding areas of factories and farms of the Company. From the Companys commitment to
continuously improving food access among the youth, it was found that over 580 schools nationwide have participated
in the Project which helped promote food access and adequate nutrition of over 147,000 students.
Self-Sufficient Society
The business sectors awareness of roles and participation in dealing with social and environmental issues is an extremely
crucial supporting factor to sustainable growth. In this regard, the Company has continuously aimed to mitigate negative
impacts and to enhance positive impacts on the society with the goal of promoting win-win partnership as well as
supporting quality of life in communities through the integration of the Companys capacity with participation of business
partners and communities and synergy with network parties for development of business partners and communities for
the better and preparedness for challenges at present and in the future.
Promoting win-win partnership
The Company believes that creation of growth, driving for excellence and creation of secure foundation under the vision
of kitchen of the world needs to be systematically based on corporate social responsibility and the environmental
awareness as well as processes of business operation of the Company and its business partners; therefore, the
Company has operated its businesses with an emphasis on promoting and supporting and brainstorming and doing
together to link potentials and competitiveness as well as participation in social and environmental maintenance
between the Company and its business partners.
In 2015, Management of Sustainability in the Supply Chains has been a significant mission and urgent agenda;
whereby, the Company has delivered the Sustainable Sourcing Policy and Supplier Guiding Principle to its main
suppliers in groups of animal feed raw materials, seasonings and packages, which are significant groups to food safety
and quality. As of December 31, 2015, 99% of suppliers have signed for acknowledgment of the policy and have also
promoted self-assessment on sustainability of suppliers.
At the same time, the Company has continued the sustainable management of the supply chains of fish meal in order to
eradicate problems of illegal, unreported, unregulated fishing, including problem of human trafficking; and has taken
actions in various dimensions such as announcement of stricter requirements on the purchase of fish meal, reduction of
(8) CSR towards Sustainability Page 2
use of fish meal in aquatic animal feed formula, development of supply chains through guidelines for inspection, work
plans or international standards as well as advocating the reviving of abundance to the Gulf of Thailand and Andaman
Sea, etc.
Moreover, in order to show its commitments to the sustainable supply of corns, the Company has developed the mass
balance traceability system which can specify farmers and the whole cultivation areas; and has concurrently carried on
the Self-Sufficient Farmers, Sustainable Corn Project to give knowledge to farmers relating to the production of corns
as per the Agricultural Commodity Standards, which helps increase the crops per rai and reduce the unit costs for
farmers and also helps mitigate the health problems and reduce the environmental impacts. In this year, there were over
3,400 farmers participating in the Project, covering the cultivation areas of over 38,500 rai.
Supporting Quality of life in communities
With its awareness that businesses may not be growing in weak social condition; and creation of strong business
foundation must be implemented concurrently with the creation of foundation of good quality of lives of the society;
therefore the Company has given its importance to the promotion of good livelihood and economic growth of
communities around workplaces and in rural areas under the strategy of 4 Elements to Sustainability: Competency +
Creation + Collaboration + (Connection).
In 2015, the Company has implemented over 370 projects/activities in cooperation with communities around workplaces,
covering the promotion of occupations, incomes, education, customs and cultures, sports and public health, including
public service activities; and has also cooperated with the Rural Lives Development Foundation to promote and develop
farmers in over 5,000 families to have secure occupations and adequate incomes; whereas, in this year, the Company
creates economic value of over Baht 870 million from occupational promotion projects throughout the year.
Balance of Nature
Promotion of the environmental quality and keeping the balance of the ecosystem is a joint mission of all sectors in order to
maintain food security and quality of lives of people in the society.In this regard, the Company, as agro-industrial and
integrated food business leader, has tried to carry out business operation activities by taking account of environmental
impacts and to promote natural resource conservation activities continuously by aiming at reducing environmental
footprints as well as conservation of biodiversity for existence of natural resources and the environment.
Reducing Environmental Footprints
The Company has realized that the environmental challenge, particularly the climate change, may affect the business
continuity; and has therefore improved, changed, developed and extended its operations in terms of process and
products in order to mitigate the environmental impacts caused by business operation activities.
In 2015, the Company has reviewed and improved CPF Safety, Health, Environment and Energy Standard (CPF SHE&En
MS) by applying international guidelines in addition to the conformity with ISO14001 Standard and OHSAS18001
Standard; and has set the environmental targets for clarity in its performance appraisal, in addition to the continuous
implementation of energy-saving and efficiency-increased projects, recycling of water through the treatment system,
and addition of value of waste generated from the production process. Moreover, the Company has emphasized the
design of packages by taking account of environmental impacts caused by the use of resources in the production of
packages until the transformation of packages into wastes. In this year, the Company could reduce the use of plastic
and paper in its production of packages by over 200 tons or totally 1,900 tons since the year 2007.
Conservation of biodiversity
As the business operation by taking account of environmental impacts and biodiversity plays a crucial role in
maintaining the ecosystem in a balanced and sustainable manner; therefore, the Company has given its importance on
the site of workplace that must not be located in the natural resource and environmental conservation areas as
prescribed by rules, regulations, standards and the Ministerial Regulations; and has regularly evaluated potential
(8) CSR towards Sustainability Page 3
impacts from its business operations, thus, for security of the ecosystem and resource base of the Country which is the
cost of sustainable economic and social development.
In 2015, the Company has implemented Rak-Nives Project (Ecosystem Conservation Project) continuously from 2014
for conservation and recovery of green areas within and around its workplaces; whereas, 54 factories and farms
participating in the Project received LESS Award (Low Emission Support Scheme) from Thailand Greenhouse Gas
Management Organization; at the same time, the Company has extended its commitment in conservation and recovery
of mangrove forests under the Grow-Share-Protect mangrove forestation Project in 5 strategic areas of the Country,
i.e., Chumphon, Rayong, Samut Sakorn, Songkhla and Phang-nga provinces; whereas, in this year, the Company has
increased new mangrove forest planting areas by 43 rai to a total of 154 rai or equal to 40% of the total target areas of
390 rai; and has participated in conservation of mangrove forests, totally 2,025 rai or equal to 91% of the total target
areas. According to the survey of areas in Samut Sakorn Province, it was found that the survival rate of the total trees
planted was 65%; meanwhile, in Chumphon areas, the survival rate of the total trees planted was 85%.
Remark: Results of the Companys CSR to Sustainable activities for 2015 are exhibited in the 2015 Sustainable Report
At the Board of Directors meeting No.2/2016 held on February 29, 2016, including 5 Audit Committee members
presented, reviewed the Companys internal control system. Following the reviewed by the Audit Committee and the
Internal Audit Office, it can be concluded that the existing internal control system is appropriate and sufficient to ensure
compliance of the Companys operations with the required target, objectives, legal requirements and relevant regulations
effectively, so as to protect Companys assets from being misused. It provides a reasonable assurance that financial
statements are reliable and correctly prepared. The internal auditors reviewed of the various operations of the Company to
ensure compliance with the Companys internal control system. Any major non-compliance found was reported to the
Executive Board and the Audit Committee for review and correction. However, in 2015 the Internal Audit Office found no
major non-compliance that would affect the operation of the Company. Additionally, according to the assessment of the
financial statements performed by external auditor which considers internal control relevant to the Companys preparation
and presentation of the financial statements, the auditor did not report any material non-compliance activities.
Related Transactions
During 2015, the Company entered into transactions with related persons, which the Audit Committee considered
reasonable as summarized below:
10.1
Related transactions which are ordinary course of business or supporting transactions according to the principle
of the process of those transactions subjected to section 89/12(1) of Securities and Exchange Act B.E. (No.4) 2008
approved by the Board in 2008.
10.1.1 Accounts Receivable
As of December 31, 2015, the Company had accounts receivable, arising from transactions with associates, joint
ventures and related companies amounting to Baht 7,338 million, or 28% of total accounts receivable. (2014: Baht 6,193
million)
10.1.2 Accounts Payable
As of December 31, 2015, the Company had accounts payable, arising from transactions with associates, joint
ventures and related companies, amounting to Baht 3,537 million, or 13% of total accounts payable. (2014: Baht 5,181
million)
10.1.3 Sales
In 2015, the Company sold products to associates, joint ventures and related companies which were based on the
ordinary course of business price list. The value of these transactions for the year ended December 31, 2015 was Baht
34,350 million, or 8% of total sales. (2014: Baht 30,831 million)
10.1.4 Purchase of Raw Materials
In 2015, the Company purchased raw materials from associates, joint ventures and related companies which were
also based on the ordinary course of business price list. The value of these transactions for the year ended December 31,
2015 was THB 59,595 million, or 16% of total cost of goods sold. (2014: Baht 51,065 million)
10.1.5 Other Income
In 2015, the Company received other income in forms of dividends, interest, training and seminar fees, system
service fees, rental and service fees, and others from associates, joint ventures and related companies amounted to Baht
374 million, or 0.1% of total revenues. (2014: Baht 494 million)
10.1.6 Rental and Services Fees
The Company has lease agreements covering office premises (including related facilities service agreements),
land, farms, and vehicles with certain related companies, for periods of 1 to 10 years expiring during year 2016 to 2024.
The rental and services fees obligation of the Company, as of December 31, 2015, amounted to Baht 2,839 million. (2014:
Baht 2,665 million).
The Company rented assets from associates, joint ventures and related companies according to the rates set by
their owners. For the year ended December 31, 2015, the value of these transactions was Baht 1,582 million, or 3% of total
selling and administrative expenses. (2014: THB 1,192 million)
10.1.7 Technical Service Fees
The Company has technical service agreements with the major shareholder, Charoen Pokphand Group Co., Ltd.
(CPG). Under the terms of these agreements, CPG agrees to research and develop the raw material ingredients for the
production of animal feeds for the Company and its subsidiaries. In this regard, CPF and its subsidiaries are committed to
pay the technical service fee which is calculated from the feed production quantity dependent upon the types of feed, as
stipulated in the agreements, to CPG. The minimum service fee ranges from Baht 0.1 million to Baht 1.3 million per month.
In addition, certain foreign subsidiaries have agreements to obtain the technical service assistance from CPG. The
foreign subsidiaries are committed to pay service fees to CPG in accordance with the terms and conditions that are
stipulated in the agreements.
(10) Related Transactions Page 1
In 2015, the Company paid CPG for technical services according to the agreements amounting to Baht 1,624
million, or 0.4% of total cost of goods sold. (2014: Baht 1,526 million)
10.1.8 Insurance Premium
The Company paid the insurance premiums to Allianz C.P. Insurance Plc. (AZCP) which is a related company.
The insurance premium rates were paid according to the standards set by the insurers. In 2015, the Company paid
insurance premiums to AZCP amounted to Baht 243 million, or 0.5% of total selling and administration expenses. (2014:
Baht 262 million)
10.1.9 Other Expenses
In 2015, the Company paid application system service fee, sales promotional fee, transportation fee and other fees,
to related companies amounted to Baht 1,238 million. (2014: Baht 1,223 million)
10.1.10 Others
The Company has hire-of-work agreements to construct buildings, structures and other agreements, including
equipment and other purchase with certain related companies. In 2015, the payments in respect of these agreements
amounted to a total of Baht 1,948 million. (2014: Baht 2,456 million)
A subsidiary has a trademark agreement with a related company, Star Marketing Co., Ltd. (STAR), for the right to
use STAR trademark. In this regard, the subsidiary is committed to pay the trademark license fee to STAR, which is
calculated from the sale value under the trademark at the rates as stipulated in the agreement. The fees for 2015 amounted
to Baht 34 million. (2014: THB 36 million)
The Company entered into agreements with the major shareholder, CPG, for the right to use and
trademark. In this regard, the Company is committed to pay the trademark license fees to CPG at the rates of 0.2% and
0.4% of the sale value of each product as stipulated in the agreements. The fees for 2015 amounted to a total of Baht 85
million. (2014: Baht 87 million)
10.2
Related transactions which are not in the ordinary course of business or supporting transactions
Details of the related transactions not in the ordinary course of business or supporting transactions related to the
ordinary course of business which were in accordance with the conditions specified in the notification of the Capital Market
Supervisory Board No. Torchor. 21/2551 Re: Transactions of Related Parties can be summarized as follows:
10.2.1 The first quarter of 2015
The Board of Directors Meeting convened on July 16, 2014 approved CPF (Thailand) Plc. (CPFTH) to sell its land
located at Na Jomtien sub-district, Sattahip district, Chonburi province to CPMQ and Greenland Co., Ltd. (CPMQ&G) or its
subsidiaries at the total consideration of Baht 1,200 million. The Board of Directors including independent directors/the
Audit Committee and those directors without a conflict of interest considered and were of the view that this transaction was
reasonable and beneficial to the Company as the Company has no plan to further utilize the said land. The proceeds from
the sale of land will be reserved for the operating activities of CPFTH. In addition, the Board of Directors Meeting of CPF
opined that the basis used to determine total consideration of this transaction which based on the value appraised by the
independent appraiser was appropriate. The transaction was completed during the first quarter of 2015.
10.2.2 The second quarter of 2015
CPF Investment Limited ("CPFI")/1 acquired the investment in C.P. Cambodia Company Limited (CPC) from Orient
Success International Limited (OSIL) at the total consideration of Baht 2,850 million. After the transaction, shareholding
stake in CPC of CPFI increased from 25% to 100% of CPCs total issued shares. Hence, CPC and its subsidiary became
indirect subsidiaries of CPF. The independent financial advisor poined that this transaction was reasonable and beneficial
to the Company and shareholders as CPC is engaging in animal feedmill, livestock farming and food processing plant for
domestic sale in Cambodia. Therefore, the acquisition of CPC has been complied with the Companys policy and strategic
plan to invest in high potential companies with good growth. Moreover, in the next 5 years, CPC plans to expand its
/1
capacity in all core businesses to increase its revenue and profit as well as expand the food supply to cover over the
Southern Mekong Subregion which will contribute to a sustainable business of the Company. Furthermore, the agreed price
determined by using the Discounted Cash Flow Approach and Market Comparable Approach were appropriate and lower
than the fair price range calculated by the independent financial advisor. This transaction was approved by the Annual
General Shareholders Meeting No. 1/2015 convened on April 22, 2015 and was completed during the second quarter of
2015.
10.2.3 The fourth quarter of 2015
The Board of Directors Meeting convened on Novermber 11, 2015 approved CPF (Thailand) Plc. (CPFTH) to sell
its unutilized land located at Kumpran sub-district, Wang Muang district, Saraburi province (Transaction No. 1) to Charoen
Pokphand Produce Co., Ltd. (CP Produce) at the total consideration of Baht 5 million and unutilized land located at Nong
Hiang sub-district, Phanat Nikhom district, Chonburi province (Transaction No. 2) and Nong Pan Chan sub-district, Suan
Phueng district, Ratchaburi province (Transaction No. 3) at the total consideration of Baht 62 million and Baht 56 million,
respectively. The Board of Directors including independent directors/the Audit Committee and those directors without a
conflict of interest considered and were of the view that this transaction was reasonable and beneficial to the Company as
the Company has no plan to further utilize the said land. The proceeds from the sale of land will be reserved for the operating
activities of CPFTH. In addition, the basis used to determine total consideration i.e. the value appraised by the independent
appraiser for Transaction No.1 and the price which the purchaser offered to all other landowners to purchase land located
nearby for Transaction No.2 and No.3 were appropriate. The transactions were completed during the fourth quarter of 2015.
Reasonableness of the Related Transactions
The related transactions entered by the Company and its subsidiaries with directors, executives or related person were
ordinary course of business or supporting an ordinary course of business conducted on arms length basis and the Board of
Directors of CPF had approved the principle of the process of those transactions subjected to section 89/12(1) of Securities
and Exchange Act B.E. (No.4) 2008.
Measures to Govern Related Transactions
To enter into the related transactions, the Company strictly adhere to relevant laws and regulations, including the rules
stipulated by the Capital market Supervisory Board, to achieve highest benefit of the Company. In this regard, the Company
establishes the guidance to engage into the related transactions. The transactions which are ordinary course of business or
supporting an ordinary course of business must be in compliance with the principle approved by the Board of Directors. The
transactions which are not the ordinary course of business or supporting an ordinary course of business must be
considered and approved by the Board of Directors prior to the transaction engagement, upon the review by the Audit
Committee to ensure the highest benefit of the Company and no conflict of interest. In this case, the Audit Committee may
employ the independent appraiser or financial advisor to assess the value of such related transaction for comparative
purpose.
Financial Statements
Highlights of the Consolidated Financial Statements and Key Financial Ratios
(A)
Consolidated Statements of financial position of CPF and its subsidiaries as of December 31, 2013, 2014 and 2015
2013
Baht million
19,457
3,143
24,241
48,469
22,425
6,509
124,244
49,598
1,930
110,931
5,180
59,293
13,827
240,759
365,003
%
5
1
7
13
6
2
34
14
1
30
1
16
4
66
100
As of December 31,
2014
Baht million
%
33,552
8
5,769
1
24,953
6
49,036
12
24,378
6
8,566
2
146,254
35
62,012
15
1,169
124,461
30
5,595
1
60,699
15
16,575
4
270,510
65
416,764
100
2015
Baht million
36,461
7,773
26,156
52,112
27,757
9,734
159,993
75,303
1,379
149,599
7,221
81,298
19,470
334,270
494,263
%
7
1
5
11
6
2
32
15
30
2
17
4
68
100
61,861
3,478
21,888
11,517
16,257
115,001
109,176
11,253
120,429
17
1
6
3
5
32
30
3
33
63,686
1,989
25,632
13,433
18,545
123,285
116,425
13,088
129,513
15
1
6
3
5
30
28
3
31
88,019
18,731
28,022
30,724
20,795
186,291
120,299
13,948
134,247
18
4
6
6
4
38
24
3
27
235,430
129,573
65
35
252,798
163,966
61
39
320,538
173,725
65
35
Consolidated statements of income of CPF and its subsidiaries for the years ended December 31, 2013, 2014 and
2015
2013
Baht million
%
(D)
2015
Baht million
421,355
97
389,251
97
426,039
98
8,219
2,107
399,577
350,394
(524)
36,963
7,937
219
394,989
4,947
9,535
133
9,402
(2,337)
2
1
100
88
9
2
99
1
2
2
-
4,662
2,801
433,502
368,760
(338)
42,811
8,903
356
420,492
4,869
17,879
3,650
14,229
(3,667)
1
1
100
85
10
2
97
1
4
1
3
(1)
7,065
10,562
(C)
2014
Baht million
236
7,129
2
5,473
1
434,193 100
363,287
84
(404)
46,889
11
9,614
2
419,386
96
5,221
1
20,028
5
3,654
1
16,374
4
(5,315)
1
11,059
Consolidated Statements of comprehensive income for the years ended December 31, 2013, 2014 and 2015
(Unit : Baht million)
2013
2014
2015
9,402
14,229
16,374
5,293
14,695
(3,596)
(1,258)
12,971
(4,102)
(2,988)
13,386
(8,805)
11,099
8,869
4,581
Consolidated statements of cash flows for the years ended December 31, 2013, 2014 and 2015
(Unit : Baht million)
2013
2014
2015
9,452
23,208
20,862
(24,222)
(33,163)
(51,868)
17,792
23,510
30,755
3,022
12,250
13,555
17,180
(251)
31,924
1,908
1,189
17,180
31,924
715
32,388
Key financial ratios of the consolidated financial statements of CPF and its subsidiaries
2013
Liquidity ratios
Current ratio1 (times)
Quick ratio2 (times)
Cash flow liquidity ratio3 (times)
Accounts receivable turnover4 (times)
Collection period5 (days)
Inventory turnover ratio6 (times)
Inventory turnover7 (days)
Accounts payable turnover8 (times)
Payable period9 (days)
Cash Cycle10 (days)
Profitability ratios
Gross profit margin11 (%)
Operating profit margin12 (%)
Net profit margin13 (%)
Return on Equity14 (%)
Operating Efficiency ratios
Return on fixed assets15 (%)
Asset turnover16 (times)
Leverage ratios
Debt to equity17 (times)
Interest coverage18 (times)
Debt service coverage19 (times)
Dividend payout20 (%)
2014
2015
1.08
0.41
0.09
16.00
23
28.86
12
16.49
22
13
1.19
0.52
0.19
16.92
21
27.55
13
15.52
23
11
0.86
0.38
0.13
16.08
23
25.93
14
13.54
27
10
9.98
4.49
1.74
5.64
13.44
6.29
2.41
7.20
13.78
7.03
2.52
6.55
14.53
1.20
16.59
1.12
15.39
0.97
1.82
1.25
0.14
56.32
1.54
2.88
0.32
64.99
1.85
2.42
0.20
51.51
Quick ratio = (Cash and cash equivalents + Short term investment + Accounts receivable - trade and others) / Total current liabilities
Cash flow liquidity ratio = Net cash provided by operating activities / Average current liabilities
Accounts receivable turnover = Net sales / Average accounts receivable - trade and others
10
11
12
Operating profit margin = Profit before finance costs and income tax expense / Net sales
13
14
15
16
17
18
19
Debt service coverage = Net cash provided by operating activities / (Debt payment + Investment expenses + Purchase of assets + Dividend paid)
20
Dividend payout = Dividend paid / Net profit of the Company=s separate financial statements
In 2015, there were significant events affecting the preparation and presentation of the consolidated financial
statements for the year ended December 31, 2015, i.e. the acquisition of investments in companies, as follows:
Transaction No.1: Acquisition of investments in C.P. Cambodia Co., Ltd. (ACPCB) by 75% of the total issued and
paid-up share capital (CPF previously held 25%); as a result, the Company held 100% of shares in CPC which engaging
in animal feedmill, livestock farming and food processing plant for domestic sale in Cambodia. CPC also held 49% stake
in a subsidiary, namely, Cambodia Property and Trading Company Limited whose business is property lease-out.
(ATransaction No.1B); and
Transaction No.2: Acquisition of investments in Stesha LLC. (ASteshaB) by 100% of the total issued and paid-up
shares; whereas, Stesha held 80% of total shares of CJSC Poultry Parent Stock Production Woyskovitsy (AWoyskovitsyB)
and CJSC Poultry Production Severnaya (ASevernayaB). Woyskovitsy and Severnaya operated integrated poultry
businesses in Russia starting from production of animal feed, breeding, hatching, farming and basic processing of poultry.
(ATransaction No.2B).
Upon the Transaction No.1 and No.2 above, all 5 companies became the CompanyFs subsidiaries. In the
preparation of consolidated financial statements for the year ended December 31, 2015, financial statements of all 5
subsidiaries were included; and the Company complied with the Financial Reporting Standards No.3 (Revised 2014)
Business Combinations. The Company disclosed the recognition of such transactions in the Notes to Financial Statements
for the year ended December 31, 2015, Clause 4 ABusiness Combination by Means of Acquisition of SharesB.
Resulting from the acquisition of shares in such companies, the Company recognized amounts of assets
acquired and liabilities assumed at the acquisition date according to its fair value as follows:
Transaction No.1
65
276
1,098
1,055
105
2,260
573
56
25
(1,550)
(512)
(80)
(125)
3,246
(126)
(1,019)
749
2,850
Transaction No.2
1,372
19
1,918
711
194
7,005
302
6
(1,625)
(262)
(162)
(177)
(1,108)
8,193
(4,878)
15,657
18,972
The Consolidated statement of income for the year ended December 31, 2015 includes operating results of CPC
as per Transaction No.1 and those of AWoyskovitsyB and ASevernayaB as per Transaction No.2 since May 11, 2015 and
November 24, 2015, respectively. Significant details are as follows:
Unit : Baht million
Transaction No.1 Transaction No.2
Total
6,236
27
817
57
7,053
84
The following financial analysis is based on the CompanyFs consolidated financial statements ending December
31, 2015 includes the financial statements of CPF and its subsidiaries (The ACompanyB) as disclosed in No. 1 General
Information of the notes to the financial statements.
1.
Operating Performance
(1)
2014
Baht million
2015
Baht million
51,243
69,922
43,177
164,342
13
18
11
42
51,850
79,212
44,212
175,274
12
19
10
41
50,287
74,686
42,074
167,047
12
18
10
40
164,348
55,583
4,978
224,909
389,251
42
15
1
58
100
173,448
70,036
7,281
250,765
426,039
41
16
2
59
100
167,008
79,158
8,142
254,308
421,355
40
18
2
60
100
b. Export
In 2015, revenue from export was amounted to Baht 26,456 million (2014: Baht 26,986 million),
decreased by 2% from those of the previous year mainly due to the decrease in both selling price and
sale volume of food from aquaculture business.
(2) International Operations
In 2015, sales revenue from international operations was amounted to Baht 254,308 million (2014: Baht
250,765 million), increased by 1% from those of the previous year primarily resulting from the sales of its
new subsidiary (ACPCB) after business combination since the second quarter of 2015.
2.
Financial status
Assets
As of December 31, 2015, the CompanyFs total assets were amounted to Baht 494,263 million, consisting of
current assets of Baht 159,993 million, property, plant and equipment of Baht 149,599 million, along with goodwill, longterm investments and other assets of Baht 184,671 million.
The CompanyFs assets increased by 19% from those of the previous year mostly from the acquisition of
investments in Transaction No.1 and Transaction No.2 as mentioned earlier, including the increase of property, plant and
equipment as well as long-term investments.
(2)
Liquidity
As of December 31, 2015, the CompanyFs liquidity ratio as per the Consolidated Financial Statements was equal
to 0.86 times, decreased from 1.19 times of the previous year due to the increase in bridging loans reserved for business
operation prior to receiving long-term loans along with the reclassification of the exchangeable bonds (AEBB) as current
portion of long-term debts because EB holders exercised their put options. Meanwhile, the cash cycle was equal to 10
days, improved by 1 day when compared to those of the previous year. The CompanyFs long-term loans due within 2016
were amounted to Baht 30,719 million; long-term loans due within 2017 were amounted to Baht 27,330 million; long-term
loans due within 2018 were amounted to Baht 23,375 million; and long-term loans due within 2019-2041 were amounted to
Baht 69,589 million.
Regarding the inventory management, as of December 31, 2015, the CompanyFs inventories was amounted to
Baht 52,112 million, increased by 6% from those of the previous year; whereby the inventory turnover ratio in 2015 was
equal to 25.93 times, decreased from 27.55 times in 2014, mostly resulting from the inventories of new subsidiaries and
raw material reserved for new feedmill facilities of the Company.
(3)
consolidated financial statements and separate financial statements for the accounting period ended June 30 and
December 31 of each accounting period which reviewed or audited by the Auditor (as the case may be), respectively.
Details of the outstanding debenture tranches as of December 31, 2015 are as follows:
a. Debentures issued by CPF
Amount
(THB mn.)
5,000
Issued Date
Maturity Date
Nov. 3, 2010
Nov. 3, 2017
Tenor
(Years)
7
3,000
3,000
4,000
6,000
6,060
6,000
7
10
30
30
4
7
4,000
Aug. 3, 2012
Aug. 3, 2022
10
5,000
6,000
2,000
2,500
5,500
6,500
5,500
1,940
3,000
2,000
Aug. 3, 2012
May 9, 2013
Aug. 2, 2013
Aug. 2, 2013
Aug. 2, 2013
May 13, 2015
May 13, 2015
July 29, 2015
July 29, 2015
July 29, 2015
Aug. 3, 2032
May 9, 2018
Aug. 2, 2017
Aug. 2, 2019
Aug. 2, 2021
May 13, 2020
May 13, 2023
July 29, 2023
July 29, 2025
July 29, 2027
20
5
4
6
8
5
8
8
10
12
Debentures
1. CPF Debenture #2/2010 Series 2
2.
3.
4.
5.
6.
7.
As of December 31, 2015, the CompanyFs net debt to equity ratio as calculated based on the specified Terms
and Condition of debenture issuers and holders for the outstanding debentures are as follows:
(Unit : times)
Debentures issued before CPF debenture #1/201321
CPF Debenture No.1/201321
CPF Debenture No.2/2016 and debentures issued thereafter22
As of December 31, 2015, the CompanyFs total liabilities were amounted to Baht 320,538 million, increased by
27% from those of the previous year due to the increase in interest bearing liabilities of Baht 62,222 million and the
increase in non-interest bearing liabilities of Baht 5,518 million. Total liabilities consisted of non-interest bearing and
interest-bearing liabilities amounted to Baht 62,387 million and Baht 258,151 million, respectively. The interest-bearing
liabilities consisted of short-term liabilities amounted to Baht 137,852 million and long-term liabilities amounted to Baht
120,299 million.
As of December 31, 2015, the shareholdersF equity was amounted to Baht 173,725 million, increased by 6% from
those of the previous year, mostly resulting from the increase of non-controlling interest arising from the acquisition of
shares in Transaction No.1 and Transaction No.2 as mentioned earlier and the impact from currency translation of
goodwill.
(4)
Dividend Payment
In accordance with the CompanyFs dividend policy, the sum for dividend payments for each yearFs operating
results will be approximately 50% of net profit after tax and legal reserve requirements (based on the separate financial
statements of the Company). On February 29, 2016, the CompanyFs Board of Directors passed a resolution to approve a
dividend payment to shareholders of Baht 0.75 per share in total. The Company paid the first dividend payment to
shareholders, as an interim dividend of Baht 0.30 per share on September 10, 2015. Therefore, the second dividend
payment will be Baht 0.45 per share. The Board of Directors will propose such dividend payment to the Annual General
ShareholdersF Meeting No. 1/2016, to be held on April 22, 2016 for further approval.
(7)
21
22
Net debt = Total liabilities - Cash and cash equivalents + Guarantee to any persons or juristic persons excluded (1) guaranteed by CPF to its subsidiaries and
guaranteed by CPF=s subsidiaries to CPF and (2) deferred tax liabilities
Net debt = Total interest-bearing liabilities excluded liabilities under financial lease agreements - Cash and cash equivalents and current investments
Attachment 1 item 1.1 detail about director ,executives1 and company secretary as of Febuary 1, 2016
Age First Appointment
Name-Surname
Highest Educational Degree
(Year) Date for Directorship
Position
Mr. Dhanin Chearavanont
76
Dec. 28, 19934 The National Defence College of Thailand
Chairman
Percent shareholding
Direct Indirect3
-
79
80
77
79
0.0016%
0.3125%
0.0157%
Family relations
with other
CPF Group
executives
Cousin of
Mr. Phongthep Chairman
Chiaravanont Chairman
Chairman
Other Listed Companies
Chairman
Chairman
Other Juristic Person
Chairman
Honorary Chairman
Director
Director
Director
Brother-in-law of CPF Group
Mr. Phongthep Vice Chairman and member of the Remuneration and Nominating Committee
Chiaravanont Chairman
Chairman
Chairman
Director
Other Juristic Person
Vice Chairman
Chairman
Director
Director
Director
CPF Group
Vice Chairman
Director
Other Juristic Person
Vice Chairman
Director
Director
CPF Group
Vice Chariman and Chairman of the Executive Committee
Chairman
Director
Director
Director
Director
Other Juristic Person
Vice Chairman
Director
CPF Group
Vice Chairman, Chairman of the Audit Committee,
Chairman of the Remuneration and Nominating Committee
and Chairman of the Corporate Governance Committee
Other Listed Companies
Chairman
Chairman
Chairman
Director
Other Juristic Person
Chairman
Chairman
Chairman
Chairman
Vice Chairman
Director
Royal Secretariat (2000-2012)
Executives according to the announcement of SEC no. Kor Chor 17/2551 Re: Determination of Definitions in the Notification Relating to Issuance and Offer for Sale of Securities
Information as of December 31, 2015
Shareholding of Individuals according to section 258 of The Securities and Exchange Act of1992
4
The date which Extraordinary General ShareholdersD Meeting passed a resolution confirming the conversion of the Company to be public company limitedExchange Act of1992
5
Independent Director
2
3
Attachment 1 Page 1
CP All Plc.
True Corporation Plc.
Investment, import and sale of chemical products, and technical asistance service
Telecommunication
Investment
Property development
International trading
Investment, import and sale of chemical products, and technical asistance service
Production and sale of plastic
Property development
International trading
Manufacturing and distribution of milk products and healty dairy products
Investment, import and sale of chemical products, and technical asistance service
Real Estate Development
International trading
Investment, import and sale of chemical products, and technical asistance service
International trading
Mining
Wholesaler
Hotel
Manufactuer and Sale of Cement
Attachment 1 item 1.1 detail about director ,executives1 and company secretary as of Febuary 1, 2016
Age First Appointment
Name-Surname
Highest Educational Degree
(Year) Date for Directorship
Position
Adirek Sripratak
69
Jul. 14, 1998 Honorary Doctorate in Business Administration (Management)
Vice Chairman
Rajamangala University of Technology Suvarnabhumi
Member of the Corporate Social Responsibility and Sustainable Development Committee
Honorary Doctorate in Philosophy Faculty of Food Technology
Executive Director
Mae Fah Luang University
President
Honorary Doctorate in Philosophy Faculty of Food Science
Chief Executive Officer (CEO)
Kasetsart University
Honorary Doctorate in Science
Maejo University
Honorary Doctorate in Economics
Chiang Mai University
Honorary Doctorate in Science, Food Science and Technology
Rajamangala University of Technology Isan
Enrollment in Director Certification Program No. 5/2001
Thai Institute of Directors Association
Enrollment in Director Accreditation Program on May 4, 2005
Thai Institute of Directors Association
71
69
Percent shareholding
Direct Indirect3
0.0497%
-
0.0003%
Family relations
with other
executives
Elder
Brother of CPF Group
Mrs. Arunee Vice Chairman, member of the Corporate Social Responsibility and
Watcharananan Sustainable Development Committee
Executive Director, President and Chief Executive Officer (CEO)
Chairman
Vice Chairman, member of the Remuneration Committee and Nomination Committee
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Other Listed Companies
Director
Director
Other Juristic Person
Director
Honorary President
CPF Group
Director and a member of the Audit Committee
Other Listed Companies
Director and a member of the Audit Committee
Director and chairperson of the Audit Committee
Other Juristic Person
Treasurer
Director
Director
Director
Director
Director
Director
Director
Honorary Auditor (1981-2013)
Executives according to the announcement of SEC no. Kor Chor 17/2551 Re: Determination of Definitions in the Notification Relating to Issuance and Offer for Sale of Securities
Information as of December 31, 2015
Shareholding of Individuals according to section 258 of The Securities and Exchange Act of1992
4
The date which Extraordinary General ShareholdersD Meeting passed a resolution confirming the conversion of the Company to be public company limitedExchange Act of1992
5
Independent Director
2
3
Attachment 1 Page 2
CP All Plc.
Siam Makro Plc.
Energy
Manufuacturer of power supplies and electronic components
Watyanasangwararam Foundation
Glow Co., Ltd.
Glow SPP 1 Co., Ltd.
Glow SPP 2 Co., Ltd.
Glow SPP 3 Co., Ltd.
Glow SPP 11 Co., Ltd.
Glow IPP Co., Ltd.
Glow IPP 2 Holding Co., Ltd.
Her Royal Highness Princess Maha Chakri Sirindhorn
Foundation
Thai Poly Acrylic Plc.
Foundation
Energy
Energy
Energy
Energy
Energy
Energy
Energy
Foundation
Wholesaler
Attachment 1 item 1.1 detail about director ,executives1 and company secretary as of Febuary 1, 2016
Age First Appointment
Name-Surname
Highest Educational Degree
(Year) Date for Directorship
Position
Professor Dr. Pongsak Angkasith
67
Aug. 1, 2013 Ph.D. in Agricultural Education and Extension
Director5
Oklahoma State University, USA
Master Degree in Agricultural Education and Extension
a member of the Audit Committee
and a member of the Corporate Social Responsibility and Sustainable Committee
Oklahoma State University, USA
Bachelor Degree in Agriculture,
Chiang Mai University
Enrollment in Rural Extension course,
International Agriculture Centre Wageningen, the Netherlands
Enrollment in International Project Administration and Management course
Management for Development Foundation, Ede, the Netherlands
Enrollment in Director Certification Program in Year 2006
Thai Institute of Directors Association
Mr. Rungson Sriworasat
60
Feb. 1, 2016 Master Degree in Business Administration
Director5
Prince of Songkla University
Bachelor Degree in Accountancy
a member of the Audit Committee
Ramkhamhaeng university
Bachelor Degree in Law
Sukhothai Thammathirat University
Senior Executive Program 1, No. 42
Office of the Civil Service Commission, National Defense College, 2003
Senior Executive on Criminal Justice Administration (BorYorSor.10)
Institute of Administrative Justice
Politics and Governance in Democratic Systems for Executives(PorPorRor. No 13)
King Prajadhipok's Instiute
Training program for Inspector of the Ministry
Senior Executive on Criminal Justice Administration No. 2 (BorYorSor.2)
Senior Executive No. 10
Capital Market Academy
Enrollment in Director Certification Program No. 81/2006
Thai Institute of Directors Association
Enrollment in Audit Committee Program No. 26/2009
Thai Institute of Directors Association
Enrollment in Successful Formulation & Execution the Strategy (SFE) No. 2/2008
Thai Institute of Directors Association
Mr. Phongthep Chiaravanont
65
Dec. 28, 19934 Master Degree in Avian Sciences
Director
University of California at Davis, USA
and Executive Director
Enrollment in Director Accreditation Program on May 4, 2005
Thai Institute of Directors
77
Director
and Vice Chairman of the Corporate Governance Committee
70
Percent shareholding
Direct Indirect3
0.0006%
-
0.0142%
0.1443%
0.0115%
Family relations
with other
executives
CPF Group
Director, a member of the Audit Committee
and a member of the Corporate Social Responsibility and Sustainable Committee
Other Juristic Person
Advisor for Agriculture and Integrated Agricultural Extension
Executive Director and Head of Research and Extension of Coffee
Chancellor
President
President
Chancellor (2004-2012)
Cousin of
Mr. Dhanin
Chearavanont and
Brother-in-law of
Mr. Prasert
Poongkumarn
-
Commercial bank
Manufacture and sale of packaging, consumer goods and retail business
Ministry of Finance
Ministry of Finance
The Comptroller General's Department
Office of Insurance Commission
Government Pension Fund Committee
Student Loan Fund Committee
PTT Plc.
Thai Airways International Plc.
Security and Exchange Commission
Ministry
Ministry
Investment, import and sale of chemical products, and technical asistance service
Manufacturer and sale of pet food
Manufacturing and distribution of milk products and healty dairy products
Association
Academic institution
Academic institution
Academic institution
Director
Honorary Director (1998-2012)
CPF Group
Director, Executive Director and Chief Operating Officer - Aquatic Business
Director
Director
Director
Director
CPF Group
Director and a member of the Audit Committee
Other Listed Companies
Chairman
Director
Other Juristic Person
Permanent Secretary (2013-2015)
Deputy Permanent Secretary - Chief of Income Group (2011-2013)
Comptroller General (2010-2012)
Chairman (2013-2015)
Chairman (2013-2015)
Chairman (2013-2015)
Director (2013-2015)
Director (2013-2015)
Director (2013-2015)
CPF Group
Director and Executive Director
Other Juristic Person
Vice Chairman
Chairman and Chief Executive Officer
Director
CPF Group
Director and Vice Chairman of the Corporate Governance Committee
Director
Other Juristic Person
Advisor to the president
Honorary Director
Director
Director
Executives according to the announcement of SEC no. Kor Chor 17/2551 Re: Determination of Definitions in the Notification Relating to Issuance and Offer for Sale of Securities
Information as of December 31, 2015
Shareholding of Individuals according to section 258 of The Securities and Exchange Act of1992
4
The date which Extraordinary General ShareholdersD Meeting passed a resolution confirming the conversion of the Company to be public company limitedExchange Act of1992
5
Independent Director
2
3
Attachment 1 Page 3
Energy
Airline
Property development
Academic institution
Attachment 1 item 1.1 detail about director ,executives1 and company secretary as of Febuary 1, 2016
Age First Appointment
Name-Surname
Highest Educational Degree
(Year) Date for Directorship
Position
Mr. Sunthorn Arunanondchai
73
Mar. 29, 2000 Master Degree in Business Administration
Director
University of Arkansas, USA
Honorary Doctorate in Business Administration
Khon Kaen University
Enrollment in Director Certification Program No.98/2008
Thai Institute of Directors Association
Enrollment in Director Accreditation Program on May 4, 2005
Thai Institute of Directors Association
Enrollment in Certificate of Leadership Program No.6
The Capital Market Academy
Mrs. Arunee Watcharananan
67
Mar. 29, 2000 Bachelor degree in Economics,
Director
Thammasat University
and Executive Director
Enrollment in Director Accreditation Program on 4 May 2005
Thai Institute of Directors Association
66
66
61
Mr.Sompop Mongkolpitaksuk
Chief Operating Officer - Egg Business
Mr. Somkuan Choowatanapakorn
Chief Operating Officer - Pork Business
63
67
65
60
1
2
3
Percent shareholding
Direct Indirect3
0.1943%
-
0.1047%
0.0018%
0.0036%
0.0013%
0.0000%
0.0081%
0.0024%
Family relations
with other
executives
CPF Group
Director
Director
Other Listed Companies
Director and Chairman of the Audit Committee
Other Juristic Person
Director and President
Chairman
Director
Director
Younger sister of CPF Group
Mr. Adirek
Director and Executive Director
Sripratak
Director
Director
Director
Executive Director
Other Juristic Person
Deputy Group CFO
CPF Group
Executive Director and Chief Operating Officer - Livestock Feed Business
Director
Director
Other Juristic Person
Vice President
Advisory Board Member
Vice President
Director
CPF Group
Chief Operating Officer - Chicken Business
Director
Director
Director
0.00003%
CPF Group
Chief Operating Officer - Duck Business
Director
Director
Director
Director
Director
Director
Director
Director
CPF Group
Chief Operating Officer - Egg Business
CPF Group
Chief Operating Officer - Pork Business
CPF Group
Chief Operating Officer - Food Business
Director
Director
CPF Group
Chief Operating Officer - Five Star and Restaurant Business
Director
Director
Executives according to the announcement of SEC no. Kor Chor 17/2551 Re: Determination of Definitions in the Notification Relating to Issuance and Offer for Sale of Securities
Information as of December 31, 2015
Shareholding of Individuals according to section 258 of The Securities and Exchange Act of1992
Attachment 1 Page 4
Life Insurance
Property development
Wholesaler
Investment
Telecommunication
Investment, import and sale of chemical products, and technical asistance service
Association
Academic Institution
Association
Attachment 1 item 1.1 detail about director ,executives1 and company secretary as of Febuary 1, 2016
Age First Appointment
Name-Surname
Highest Educational Degree
(Year) Date for Directorship
Position
Mr. Paisan Chirakitcharern
56
Master Degree in Business Administration
Executive Director
National Institute of Development Administration
and Chief Financial Officer
Enrollment in Director Accreditation Program on May 4, 2005
Thai Institute of Directors Association
Enrollment in Director Certification program No. 98/2008
Thai Institute of Directors Association
1
2
3
57
Percent shareholding
Direct Indirect3
0.0013%
-
0.0060%
Family relations
with other
executives
CPF Group
Executive Director and Chief Financial Officer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
CPF Group
Executive Director and Company Secretary
Director
Director
Director
Director
Director
Director
Executives according to the announcement of SEC no. Kor Chor 17/2551 Re: Determination of Definitions in the Notification Relating to Issuance and Offer for Sale of Securities
Information as of December 31, 2015
Shareholding of Individuals according to section 258 of The Securities and Exchange Act of1992
Attachment 1 Page 5
Increase (Decrease)
Name - Surname
2014
1. Mr. Dhanin Chearavanont
2015
0
120,033
120,033
1,215,950
1,215,950
11,028,931
24,195,131
13,166,200
3,844,778
3,844,778
20,000
20,000
30,000
50,000
20,000
N/A
N/A
1,100,000
1,100,000
690,000
890,000
200,000
11,060,070
11,175,070
115,000
14,948,299
15,048,299
100,000
8,108,928
8,108,928
136,288
136,288
241,000
281,000
40,000
2,000
2,000
N/A
103,334
N/A
N/A
N/A
N/A
630,433
N/A
N/A
189,533
N/A
99,417
99,417
Executive according to the definition in annoucement by Office of the Securities and Exchange Commission (SEC) at KorChor 17/2008
Re: Determination of Definitions in the Notification Relating to Issuance and Offer for Sale of Securities
2
Appointed as the director, effective since Febuary 1, 2016
3
Appointed as executive according to the definition in annoucement by SEC at KorChor 17/2008, effective since Febuary 1, 2016
Attachment 1 Page 6
Attachment 2
Report of the Audit Committee
By the appointment of the Board of Directors of Charoen Pokphand Foods Public Company Limited, the Audit
Committee consists of 5 independent directors including Mr. Arsa Sarasin, Chairman of the Audit Committee; Professor
Dr. Athasit Vejjajiva, Emeritus Professor Supapun Ruttanaporn, Dr. Chaiyawat Wibulswasdi and Professor Dr. Pongsak
Angkasith, members of the Audit Committee.
In 2015, the Audit Committee has convened totally 9 meetings; whereas, Mr. Arsa Sarasin, Professor Dr. Athasit
Vejjajiva and Emeritus Professor Supapun Ruttanaporn participated in all 9 meetings; meanwhile, Dr. Chaiyawat
Wibulswasdi participated in 8 meetings; and Professor Dr. Pongsak Angkasith participated in 7 meetings.
Significant activities carried out by the Audit Committee during 2015 under the scope of duties and
responsibilities assigned by the Board of Director can be summarized, as follows:
1. Reviewed the financial statements and financial reports of 2014 and of 1st Quarter, 2nd Quarter and 3rd Quarter
of 2015 covering the review of compliance with the accounting standards, selection of the accounting policies and proper
disclosure of data in financial statements to be proposed to the Board of Directors and to be submitted to the Stock
Exchange of Thailand;
2. Reviewed the adequacy and suitability of the internal control system and risk management performed by the
Company9s Management and as reported by Head of the Internal Audit Bureau for effective and efficient operations of the
Company and for provision of sustainable returns to all stakeholders;
3. Reviewed the independence of the Internal Audit Bureau; and reviewed and approved the annual internal audit
plans and also reviewed the Charter of the Internal Audit Bureau; and evaluated the performance of duties of the Head of
the Internal Audit Bureau;
4. Reviewed the Company9s operations whether they were in conformity with the laws governing securities and
exchange, requirements of the Stock Exchange of Thailand and laws relating to the Company9s businesses;
5. Reviewed the entry of transactions and disclosure of data relating to transactions with people with potential
conflicts of interest in 2014 whether they were proper and in accordance with the criteria announced by the Capital
Market Supervisory Board;
6. Reviewed policies and guidelines of the Company to ensure that they were in accordance with the Company9s
good governance principle as prescribed by the Stock Exchange of Thailand;
7. Reviewed the performance of duties of the Board of Directors to ensure that they were in compliance with the
Code of Best Practices prescribed as guidelines by the Stock Exchange of Thailand;
8. Reviewed the independence, audit results and opinions of the Auditor; nominated the Company9s auditor; and
proposed the audit fees to the Board of Directors to be proposed to the shareholders9 meeting;
9. Participated in 4 meetings with the Auditor without attendance by the Company9s Management so that the
Auditor would be able to report events and data relating to the Company independently and to exchange their opinions
freely;
10. Reviewed the Charter of the Audit Committee to be in conformity with practices and related laws; and also
evaluated the results of performance of duties of the Audit Committee in person which was summarized that the
performances of the Audit Committee were in accordance with the Code of Conduct as prescribed by the Office of the
Securities and Exchange Commission;
11. Participated in meetings with executives and team members of the Company and its subsidiaries to
acknowledge guidelines of management and business operation, including situations of shrimp culture and business
operation of shrimp culture of the Company, proactive communication and public relations, risk management and public
relations on situations of the spread of Bird Flu and anti-corruption.
Attachment 2 Page 1
Attachment 2
The Audit Company has performed its duties independently and has used its knowledge, abilities and due
consideration and has given its opinions that the Company has provided proper measures of risk management and had
its effective internal control system; moreover, the Audit Company has further given its opinions that the business
operation with full abilities of the top management and all employees of the Company under the good governance
principle would enable to generate satisfactory and sustainable growth of the Company; as a result, all stakeholders of the
Company would be able to receive good and sustainable returns.
Attachment 2 Page 2
Attachment 3
Report of the Remuneration and Nominating Committee
By the appointment of the Board of Directors of Charoen Pokphand Foods Public Company Limited, the Remuneration
and Nominating Committee consists of 3 members, i.e. Mr. Arsa Sarasin, Chairman of the Remuneration and Nominating
Committee, Mr. Prasert Poongkumarn and Professor Dr. Athasit Vejjajiva (resigned from office due to retirement effective from
December 31, 2015 onwards). In 2015, the Remuneration and Nominating Committee has convened totally 1 meeting
participated by all members of the Remuneration and Nominating Committee.
Significant activities carried out by the Remuneration and Nominating Committee during 2015 under the roles and
responsibilities assigned by the Board of Director can be summarized, as follows:
1.
2.
3.
Conducted an annual evaluation of the performance of the Board of Directors for the year 2014;
Considered the individuals qualified to be nominated as directors replacing those who retire by rotation to be
proposed to the Board of Directors and to the Annual General Shareholders5 Meeting;
Considered the suitability of the directors5 remuneration for the year 2015 to be proposed to the Board of Directors
and to the Annual General Shareholders5 Meeting.
The Remuneration and Nominating Committee has prudently and carefully performed the duties as assigned by the
Board of Directors. In addition, the Remuneration and Nominating Committee has also reviewed the process of providing an
opportunity for minority shareholders to nominate individuals with proper qualifications for directorship. The Company has clearly
disseminated the criteria and period for receipt of proposed nominations to shareholders through the Company5s website; and
in the previous year, there was no shareholder nominating any individual for the nomination process for the Annual General
Shareholders5 Meeting No.1/2015.
Attachment 3 Page 1
Attachment 4
Report of the Corporate Governance Committee
By the appointment of the Board of Directors of Charoen Pokphand Foods Public Company Limited, the Corporate
Governance Committee consists of 3 members, i.e. Mr. Arsa Sarasin, Chairman of the Corporate Governance Committee,
Dr. Veeravat Kanchanadul, Vice Chairman of the Corporate Governance Committee and Dr. Chaiyawat Wibulswasdi,
member of the Corporate Governance Committee. In 2015, the Corporate Governance Committee has convened totally two
meetings participated by all members of the Corporate Governance Committee.
Significant activities carried out by the Corporate Governance Committee during 2015 under the roles and
responsibilities assigned by the Board of Director can be summarized, as follows:
1.
2.
3.
Reviewed the compliance with the Corporate Governance Policy for the year 2014;
Reviewed the performance of the Corporate Governance Committee for the year 2014;
Reviewed the Company2s corporate governance policy to be in conformity with the good governance
practices of the Thai Institute of Directors and ASEAN Capital Market Forum.
With the commitment to corporate business with transparency and fairness, the Company was amongst the top
50 Thai companies based on 2014 ASEAN CG Scorecard evaluated by ASEAN Capital Market Forum in cooperation with
Asian Development Bank. Moreover, the Company was also selected to join the 2015 Dow Jones Sustainability Indices
(DJSI) - Emerging Markets.
The Corporate Governance Committee has still given the importance to the supervision of the Company for strict
compliance with the corporate governance policy and is determined to be part of the creation of sustainability to the
organization together with the creation of economic growth of the organization and maintenance of the society and the
environment for the benefit of the Company, shareholders and other stakeholders.
Attachment 4 Page 1
Attachment 5
Report of the Board of Directors Responsibility on the Financial Statements
The Board of Directors is responsible for the separate financial statements of the Company and the consolidated financial
statements of the Company and its subsidiaries as well as the financial information stated in the Companys Annual
Report. These financial statements are prepared in accordance with Thai Accounting Standards and Thai Financial
Reporting Standards promulgated by the Federation of Accounting Professions and including generally accepted
accounting principles in Thailand. Appropriate accounting policies are chosen and consistently applied, estimates and
underlying assumptions are prudently made, and significant information is adequately disclosed in the Notes to the
financial statements to ensure that the financial statements are reliable and benefit to shareholders and investors.
The Board of Directors has established and maintained an internal control system in order to provide a reasonable
assurance that accounting records are accurate, complete and adequate for protection of assets of the Company,
prevention of frauds and materially irregular transactions.
The Audit Committee, whose members are independent directors, was designated by the Board to review the quality of
the financial reporting and the effectiveness of internal control system and report the review result to the Board.
In this regard, the Board has the opinion that the overall internal control system of the Company is satisfactorily effective
and can provide reasonable assurance of the reliability of the separate financial statements of the Company and the
consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2015.
Dhanin Chearavanont
Adirek Sripratak
Attachment 5 Page 1
Opinion
In my opinion, the consolidated and separate financial statements referred to above present fairly, in all
material respects, the financial position of the Group and the Company, respectively, as at 31 December
2015 and their financial performance and cash flows for the year then ended in accordance with Thai
Financial Reporting Standards.
(Munchupa Singsuksawat)
Certified Public Accountant
Registration No. 6112
KPMG Phoomchai Audit Ltd.
Bangkok
29 February 2016
Assets
Note
Consolidated
Separate
financial statements
31 December
financial statements
31 December
2015
2014
2015
2014
Current assets
Cash and cash equivalents
Current investments
36,460,815
33,551,551
17,399,514
13,696,266
7,772,903
5,768,762
26,155,921
24,953,330
4,112,539
4,339,602
33,935,834
19,733,432
387,151
119,623
5, 8
52,111,810
49,036,020
4,210,182
4,201,329
27,757,337
24,377,595
1,054,173
1,371,710
2,224,032
1,996,721
1,550,515
1,357,809
190,010
223,239
188,755
95,110
5,926,986
3,901,983
20
1,946,451
1,347,495
3,824,841
3,769,056
951,067
137,962
159,993,380
146,253,449
68,167,456
47,725,146
Assets (Continued)
Note
Consolidated
Separate
financial statements
financial statements
31 December
31 December
2015
2014
2015
2014
Non-current assets
Available-for-sale investments
10
3,659,056
3,924,202
Investments in subsidiaries
11
86,937,987
68,442,882
Investments in associates
13
65,312,420
52,055,045
334,809
334,809
14
4,419,269
4,194,145
15
1,608,434
1,548,709
678,170
678,170
303,916
290,448
22,980,106
16,837,241
Investment properties
16
1,379,047
1,168,713
200,756
199,614
149,599,244
124,460,811
16,112,553
17,862,117
5, 17
7,220,430
5,595,036
Goodwill
18
81,297,865
60,698,539
19
4,515,179
4,715,071
43,102
49,968
20
1,081
706,579
21
4,434,351
3,815,344
3,061,554
2,604,449
22
6,946,130
5,039,177
3,572,934
2,298,592
210,509
179,417
334,269,356
270,510,411
130,559,546
107,188,667
Total assets
494,262,736
416,763,860
198,727,002
154,913,813
Note
Consolidated
Separate
financial statements
financial statements
31 December
31 December
2015
2014
2015
2014
Current liabilities
Overdrafts and short-term borrowings
from financial institutions
23
88,018,612
63,686,589
7,257,156
5,098
Bills of exchange
23
18,731,169
1,988,760
18,731,169
1,988,760
24
28,022,326
25,632,138
1,520,800
1,596,611
378,346
395,405
30,723,561
13,432,366
6,676,400
5,616,400
Accrued expenses
8,339,940
7,950,594
404,751
264,815
1,711,550
1,920,958
10,365,185
8,277,878
2,283,580
1,465,960
186,290,689
123,284,688
36,873,856
10,937,644
120,299,374
116,425,489
72,794,792
60,522,406
1,172,319
725,581
5, 23
23
23
21
5,531,193
5,677,034
25
7,244,211
6,684,818
1,969,448
1,893,607
134,247,097
129,512,922
74,764,240
62,416,013
Total liabilities
320,537,786
252,797,610
111,638,096
73,353,657
Consolidated
Separate
financial statements
financial statements
31 December
31 December
2015
2014
2015
2014
7,742,942
7,742,942
7,742,942
7,742,942
7,742,942
7,742,942
7,742,942
7,742,942
(1,135,146)
(1,135,146)
36,462,883
36,462,883
35,572,855
35,572,855
3,470,021
3,470,021
3,470,021
3,470,021
3,997,711
4,042,933
490,423
428,671
Note
Equity
Share capital
Treasury shares
Additional paid-in capital
26
27
28
(5,159)
Retained earnings
Appropriated
28
Legal reserve
820,666
820,666
820,666
820,666
Unappropriated
65,919,003
60,130,818
37,712,076
32,244,832
5,997,143
1,279,923
1,280,169
116,364,675
117,532,260
87,088,906
81,560,156
57,360,275
46,433,990
Total equity
173,724,950
163,966,250
87,088,906
81,560,156
494,262,736
416,763,860
198,727,002
154,913,813
(908,246)
12
Note
Income
Separate
financial statements
financial statements
2015
2014
2015
2014
Consolidated
421,354,833
426,039,447
24,675,518
26,898,321
643,751
585,713
3,680,128
2,453,488
67,980
60,866
13,450,364
13,427,954
1,348,234
10, 13
7,128,792
4,662,284
1,344,093
-
90,841
1,883,824
235,758
Other income
3,413,629
2,153,689
70,438
44,295
Total income
434,192,977
433,501,999
43,220,541
44,798,723
363,287,019
368,759,673
23,781,294
28,749,233
(404,186)
(337,921)
Selling expenses
30, 33
20,890,492
20,140,426
1,075,700
1,136,175
Administrative expenses
31, 33
25,998,751
22,671,192
3,946,473
3,479,825
Expenses
Cost of sale of goods
5
8, 33
34
Total expenses
355,754
9,613,774
8,902,815
3,590,336
3,361,976
419,385,850
420,491,939
32,393,803
36,727,209
5,220,876
4,868,734
20,028,003
17,878,794
10,826,738
8,071,514
3,653,860
3,649,402
(447,467)
(864,293)
16,374,143
14,229,392
11,274,205
8,935,807
11,058,741
10,561,703
13, 14
35
11,274,205
5,315,402
3,667,689
16,374,143
14,229,392
11,274,205
8,935,807
1.50
1.43
1.46
1.15
37
8,935,807
-
Note
Profit for the year
Consolidated
Separate
financial statements
financial statements
16,374,143
14,229,392
11,274,205
8,935,807
(685)
(138,631)
35,991
(3,485,262)
1,376,621
(1,449,938)
(2,390,309)
1,700,363
(36,876)
(3,411,029)
(977,697)
(423,052)
280,467
(2,987,977)
(1,258,164)
13,386,166
12,971,228
11,274,205
8,935,807
4,581,534
8,869,195
11,274,205
8,935,807
11,274,205
8,935,807
35
8,804,632
4,102,033
13,386,166
12,971,228
Premium on
Fair value
change in equity
Total equity
Unappropriated
Revaluation
changes on
Currency
Total other
attributable to
Non-
paid-up
Treasury
ordinary
Other
in subsidiaries
Legal
retained
differences
available-for-sale
translation
components
equity holders of
controlling
Total
share capital
shares
shares
premium
and associates
reserve
earnings
on assets
investments
differences
of equity
the Company
interests
equity
53,492,657
7,852,420
7,742,942
(1,135,146)
36,462,883
3,470,021
(68,794)
820,666
284,698
872,253
9,009,371
109,794,600
19,777,970
129,572,570
Distributions to owners
Dividends paid
(4,063,466)
(4,063,466)
(2,312,845)
(6,376,311)
(4,063,466)
(4,063,466)
(2,312,845)
(6,376,311)
76,454
76,454
4,130,493
2,950,697
24,307,098
27,257,795
(32,048)
13,282
4,111,727
(1,179,796)
(1,179,796)
2,931,931
24,866,832
27,798,763
4,111,727
(4,063,466)
(1,179,796)
(1,179,796)
(1,131,535)
22,553,987
21,422,452
10,561,703
10,561,703
3,667,689
14,229,392
- Other
(1,179,796)
(1,179,796)
(32,048)
13,282
483,280
(32,048)
496,562
(67,306)
98,154
1,095,226
(2,720,428)
(1,625,202)
(1,625,202)
336,190
30,848
1,095,226
(2,720,428)
(1,625,202)
8,869,195
4,102,033
12,971,228
(207,230)
117,532,260
46,433,990
163,966,250
(1,289,012)
10,494,397
207,230
7,742,942
(1,135,146)
36,462,883
3,470,021
4,042,933
820,666
60,130,818
(207,230)
7,645,190
1,379,924
(3,027,971)
5,997,143
Premium on
Fair value
change in equity
Surplus on
Total equity
Unappropriated
Revaluation
changes on
Currency
Total other
attributable to
Non-
paid-up
Treasury
ordinary
Other
in subsidiaries
common control
Legal
retained
differences
available-for-sale
translation
components
equity holders of
controlling
Total
share capital
shares
shares
premium
and associates
transactions
reserve
earnings
on assets
investments
differences
of equity
the Company
interests
equity
820,666
60,130,818
7,742,942
(1,135,146)
36,462,883
3,470,021
4,042,933
7,645,190
1,379,924
(3,027,971)
5,997,143
117,532,260
46,433,990
163,966,250
(5,541,696)
(5,541,696)
(2,899,045)
(8,440,741)
(5,541,696)
(5,541,696)
(2,899,045)
(8,440,741)
5,003,988
5,003,988
499
(5,159)
(94,343)
49,121
(45,222)
(5,159)
499
(157,541)
(157,042)
(45,222)
(5,159)
(5,541,696)
499
(157,541)
(157,042)
11,058,741
(157,042)
(251,385)
43,962
-
(191,179)
-
(442,564)
43,962
207,889
207,889
(207,423)
5,020,698
4,813,275
(5,749,119)
2,121,653
(3,627,466)
11,058,741
5,315,402
16,374,143
(101,759)
-
(685)
(4,525,767)
(1,848,996)
(6,375,448)
(101,759)
(6,375,448)
(13,621)
3,502,851
(115,380)
(2,872,597)
(4,525,767)
(1,848,996)
(6,375,448)
4,581,534
8,804,632
13,386,166
(372,899)
(908,246)
116,364,675
57,360,275
173,724,950
10,956,982
(685)
372,899
(372,899)
7,742,942
36,462,883
3,470,021
3,997,711
820,666
65,919,003
(1,135,146)
(5,159)
7,272,105
(3,145,843)
(5,034,508)
Note
Issued and
Premium on
Surplus on
paid-up
ordinary
Other
common control
share capital
shares
premium
transactions
Unappropriated
Revaluation
Total other
Legal
retained
differences
components
Total
reserve
earnings
on assets
of equity
equity
7,742,942
35,572,855
3,470,021
428,671
820,666
27,566,867
1,280,946
1,280,946
76,882,968
(4,258,619)
(4,258,619)
(4,258,619)
(4,258,619)
(4,258,619)
(4,258,619)
8,935,807
8,935,807
8,935,807
8,935,807
777
7,742,942
35,572,855
3,470,021
428,671
820,666
32,244,832
38
(777)
1,280,169
(777)
1,280,169
81,560,156
Note
Issued and
Premium on
Surplus on
paid-up
ordinary
Other
common control
share capital
shares
premium
transactions
Unappropriated
Revaluation
Total other
Legal
retained
differences
components
Total
reserve
earnings
on assets
of equity
equity
7,742,942
35,572,855
3,470,021
428,671
820,666
61,752
61,752
32,244,832
1,280,169
1,280,169
81,560,156
(5,807,207)
(5,807,207)
(5,807,207)
(5,807,207)
(5,807,207)
(5,745,455)
11,274,205
11,274,205
11,274,205
11,274,205
38
61,752
246
7,742,942
35,572,855
3,470,021
490,423
820,666
37,712,076
(246)
1,279,923
(246)
1,279,923
87,088,906
Separate
financial statements
financial statements
16,374,143
14,229,392
11,274,205
8,935,807
10,030,889
8,962,900
2,022,239
2,010,394
Amortisation
1,476,071
1,002,294
9,122
8,984
4,338,839
4,639,900
140,120
90,169
255,769
5,674
209,951
(19,447)
(643,751)
(585,713)
(3,680,128)
(2,453,488)
(67,980)
(60,866)
(13,450,364)
(13,427,954)
3,590,336
3,361,976
Note
Cash flows from operating activities
Profit for the year
Adjustments for
Depreciation
16, 17
(2,277)
(549)
34
9,613,774
8,902,815
(7,128,792)
(4,662,284)
718,483
(1,142)
686,752
(12,840)
119,136
191,212
(1,142)
(37,157)
(1,883,824)
196,670
(6,900)
(1,287,753)
17
13,292
2,028
319,964
121,154
172,408
35,529
23,130
60,601
21,252
60,601
(35,833)
(68,156)
(259,791)
(404,186)
(337,921)
4
13, 14
35
(235,758)
(128)
(4,426)
100,214
(285,595)
540,374
(5,220,876)
3,653,860
(4,868,734)
3,649,402
(447,467)
(864,293)
31,920,646
31,468,608
(226,857)
(3,438,087)
(1,014,803)
(452,229)
229,340
380,694
(959,960)
(190,924)
114,150
625,398
(6,162,909)
(7,265,857)
177,417
(196,171)
(333,314)
(2,410,878)
(681,852)
128,058
13
(1,159,492)
612
15,905
Note
Consolidated
Separate
financial statements
Year ended 31 December
2015
2014
financial statements
Year ended 31 December
2015
2014
799,747
5,608,282
(75,811)
(308,712)
2,637,219
1,782,424
540,876
(1,280)
(251,573)
(183,324)
(47,974)
(64,995)
(4,638,396)
(3,219,730)
(56,779)
(56,045)
20,862,440
23,207,844
(331,952)
(3,426,483)
633,701
596,931
3,671,583
2,466,148
2,677,767
3,406,666
11,425,361
10,650,971
(13,893,423)
(1,931,700)
141,299
(1,768,859)
(2,629,610)
(20,377,697)
(13,484,362)
11,429,328
6,173,439
21,007,963
(20,413,360)
(3,129,823)
1,633,945
(18,279,909)
(1,654)
(2,152,133)
(16,649)
(62,871)
11,024
11,000
1,537,950
73,854
98,515
28,865
653
1,375
19
(1,181,464)
(25,550,473)
1,265,352
(25,397,858)
(6,437,573)
(174,648)
(230,762)
(4,267)
(6,142)
556,951
137,603
(135,750)
(113,647)
(51,868,472)
(33,163,737)
14
(24,042,851)
31,338,670
Note
Consolidated
Separate
financial statements
financial statements
(8,996,892)
(8,415,242)
(3,218,427)
17,337,063
3,009,084
7,154,000
16,629,607
(1,599,221)
16,629,607
(3,305,031)
(1,599,221)
(19,625)
171,083
(141,065)
(22,935)
(10,244)
(7,650)
11,645,691
11,258,284
(10,420,051)
(4,719,944)
18,940,000
9,318,807
18,940,000
Repayment of debentures
(5,000,000)
(6,200,000)
(5,000,000)
(6,200,000)
(505,919)
(487,857)
(15,808)
(13,132)
207,889
75,810
433,329
(616,400)
(500,000)
-
(5,534,504)
(4,104,276)
(5,800,014)
(4,249,797)
(3,078,036)
(2,312,845)
27,257,795
23,510,563
28,072,958
(442,564)
30,755,009
15
(15,867,181)
Note
Consolidated
Separate
financial statements
Year ended 31 December
2015
2014
financial statements
Year ended 31 December
2015
2014
(251,023)
13,554,670
3,698,155
12,045,006
31,923,565
17,180,252
13,691,168
1,386,372
714,939
1,188,643
3,795
259,790
32,387,481
31,923,565
17,393,118
13,691,168
36,460,815
33,551,551
17,399,514
13,696,266
Overdrafts
23
(4,073,334)
(1,627,986)
(6,396)
(5,098)
32,387,481
31,923,565
17,393,118
13,691,168
Net
2. Non-cash transactions
The group had non-cash transactions during the year ended 31 December 2015 as follows:
2.1 As at 31 December 2015 the Company had accrued professional fees that were included in cost of investment in
CPF Netherlands B.V. from business acquisition in Russia amounting to Baht 215 million.
2.2 As at 31 December 2015 the Group and the Company had accrued dividend income amounting to Baht 189 million
and Baht 5,927 million respectively (2014: Baht 95 million and Baht 3,902 million respectively).
16
Contents
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
General information
Basis of preparation of the financial statements
Significant accounting policies
Business combination by acquisition of shares
Related party transactions
Cash and cash equivalents
Accounts receivable - trade and others
Inventories
Biological assets
Available-for-sale investments
Investments in subsidiaries
Non-controlling interests
Investments in associates
Investments in joint ventures
Investments in related companies
Investment properties
Property, plant and equipment
Goodwill
Other intangible assets
Restricted deposits at financial institutions
Deferred income tax
Leasehold rights prepayment
Interest-bearing liabilities
Accounts payable - trade and others
Employee benefit obligations
Share capital
Treasury shares
Additional paid-in capital and reserves
Segment information
Selling expenses
Administrative expenses
Management and employee benefit expenses
Expenses by nature
Finance costs
Income tax expense (income)
Promotional privileges
Basic earnings per share
Dividends
Financial instruments
Commitments with non-related parties
Guarantees
Events after the reporting period
Thai Financial Reporting Standards not yet adopted
Reclassification of accounts
17
General information
Charoen Pokphand Foods Public Company Limited, the Company, is incorporated in Thailand on
17 January 1978 and has its registered head office at 313 C.P. Tower, Silom Road, Silom, Bangrak,
Bangkok 10500, Thailand.
The Company was listed on the Stock Exchange of Thailand on 21 December 1987.
The principal activities of the Company and its subsidiaries (together referred to the Group) are
operating in agro-industrial and integrated food businesses. The Groups business operations are
located throughout Thailand and overseas. The businesses are divided into 2 main segments as
follows:
1) The livestock business comprises chicken, duck and pigs
2) The aquaculture business consists of shrimp and fish
The Groups two main businesses are vertically integrated, starting from sourcing of raw materials for
animal feed production, manufacturing animal feed, breeding animals, farming animals for
commercial purposes, processing meat, producing ready-to-eat food products, and including food
retail outlets and restaurants. The Groups main products are divided into 3 main categories as
follows:
1) Animal feed
2) Animal farm products such as animal breeder, live animal and meat, etc.
3) Processed foods and ready meals
Details of the Companys subsidiaries as at 31 December 2015 and 2014 were as follows:
Name of the entity
Type of business
Country of
incorporation
Ownership interest
(%)
2015
2014
Thailand
99.44
99.44
Thailand
Thailand
99.99
99.98
99.99
99.98
Thailand
99.99
99.99
Thailand
Thailand
Denmark
99.97
99.99
52.00
99.97
99.99
52.00
18
4)
Country of
incorporation
Ownership interest
(%)
2015
2014
99.99
99.99
Type of business
Belgium
Investment
United
Kingdom
71.50
Restaurant
United
Kingdom
United
Kingdom
Belgium
71.50
71.50
84.08
80.02
The Peoples
Republic of
China
Japan
100.00
100.00
99.99
99.99
United
Kingdom
57.52
52.00
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
5)
6)
7)
Property lease-out
Production and distributor of
ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
Importer and distributor of processed
meat and ready meals
19
Type of business
Country of
incorporation
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
20
Ownership interest
(%)
2015
2014
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
Aquaculture business
Direct subsidiary
1) Seafoods Enterprise Co., Ltd. (1)
Indirect subsidiary
1) C.P. Food Products, Inc.
Other businesses
Direct subsidiaries
1) CPF Training Center Co., Ltd.
2) CPF IT Center Co., Ltd.
3)
Type of business
Country of
incorporation
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
United
Kingdom
Thailand
99.99
99.99
United States
of America
100.00
100.00
Thailand
Thailand
99.99
99.99
99.99
99.99
Thailand
99.99
21
Ownership interest
(%)
2015
2014
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
57.52
52.00
Type of business
Investment
Investment
Country of
incorporation
Ownership interest
(%)
2015
2014
Kenya
99.99
99.99
British Virgin
Islands
100.00
100.00
British Virgin
Islands
Bermuda
100.00
100.00
100.00
100.00
Investment
British Virgin
Islands
100.00
100.00
Investment
Taiwan
100.00
100.00
Investment
British Virgin
Islands
British Virgin
Islands
100.00
100.00
100.00
100.00
Investment
Taiwan
100.00
100.00
Investment
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.99
Investment
4)
5)
Aquaculture farming
6)
Investment
7)
Investment
8)
Investment
British Virgin
Islands
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
British Virgin
Islands
British Virgin
Islands
Netherlands
Investment
Russia
99.99
Russia
79.99
Russia
79.99
3)
22
3)
4)
Type of business
Country of
incorporation
Ownership interest
(%)
2015
2014
Philippines
99.99
99.99
Property lease-out
Animal feedmill and livestock
farming
Philippines
Russia
39.60
99.99
39.60
99.99
Livestock farming
Livestock farming
Livestock farming
Russia
Russia
Russia
99.99
99.99
99.99
99.99
99.99
-
Russia
60.00
60.00
Russia
Bermuda
99.99
50.43
50.43
Investment
Investment
Hong Kong
Hong Kong
50.43
50.43
50.43
50.43
Investment
Hong Kong
50.43
50.43
Investment
British Virgin
Islands
Hong Kong
50.43
50.43
50.43
50.43
The Peoples
Republic of
China
The Peoples
Republic of
China
35.17
35.17
50.43
50.43
35.17
35.17
35.17
35.17
100.00
99.99
Investment
23
The Peoples
Republic of
China
The Peoples
Republic of
China
Turkey
Type of business
Investment
5.2)
5.3)
5.4)
5.5)
5.6)
5.7)
5.8)
5.9)
Country of
incorporation
Bermuda
Investment
24
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
Hong Kong
Ownership interest
(%)
2015
2014
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
Vietnam
64.89
64.89
Bermuda
50.43
50.43
The Peoples
Republic of
China
British Virgin
Islands
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
50.43
50.43
50.43
50.43
35.30
35.30
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
Type of business
Investment
Investment
Production and sale of animal feed
Biotechnology
Co., Ltd.
5.34) Guang Han Chia Tai
25
Country of
incorporation
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
Cayman
Islands
Hong Kong
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
Ownership interest
(%)
2015
2014
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
30.26
30.26
35.30
35.30
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
40.34
40.34
30.26
30.26
50.43
45.89
45.89
50.43
50.43
42.86
42.86
Type of business
Property investment
Providing financial guarantee
services
Production and sale of animal feed
26
Country of
incorporation
The Peoples
Republic of
China
The Peoples
Republic of
China
Hong Kong
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
Ownership interest
(%)
2015
2014
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
50.43
45.58
45.58
50.43
50.43
44.38
44.38
50.43
50.43
50.43
32.78
32.78
30.26
30.26
50.43
50.43
46.59
46.59
45.70
45.70
Type of business
Investment
Production and sale of animal feed
27
Country of
incorporation
The Peoples
Republic of
China
The Peoples
Republic of
China
British Virgin
Islands
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
Ownership interest
(%)
2015
2014
50.43
50.43
40.34
40.34
50.43
50.43
50.43
50.43
46.21
46.21
30.26
30.26
30.26
30.26
45.89
45.89
35.30
35.30
35.30
35.30
35.30
35.30
50.43
50.43
48.41
48.41
30.21
30.21
50.43
50.43
50.43
50.43
50.43
50.43
35.30
35.30
6)
Type of business
28
Country of
incorporation
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
The Peoples
Republic of
China
Tanzania
Ownership interest
(%)
2015
2014
48.41
48.41
50.43
50.43
50.43
50.43
47.11
47.11
50.43
50.43
50.43
50.43
50.43
50.43
42.86
42.86
30.26
30.26
50.43
50.43
32.78
32.78
50.43
50.43
42.86
42.86
50.43
50.43
30.26
50.43
50.43
30.76
30.76
99.99
99.99
5)
6)
7)
4)
Type of business
Country of
incorporation
Ownership interest
(%)
2015
2014
Cambodia
100.00
Cambodia
49.00
Laos
99.99
99.99
Canada
70.00
70.00
Investment in aquaculture
integration business and
swine businesses
Malaysia
99.99
99.99
Malaysia
99.99
99.99
Investment
Malaysia
99.99
99.99
Malaysia
99.99
99.99
Livestock farming
Malaysia
99.99
99.99
Malaysia
99.99
99.99
Malaysia
99.99
99.99
India
99.99
99.99
United States
of America
Taiwan
99.97
99.97
32.68
32.41
Livestock farming
Taiwan
16.34
16.21
Taiwan
29.41
29.17
Hong Kong
32.68
32.41
The Peoples
Republic of
China
Cayman
Islands
22.88
22.69
32.68
32.41
Investment
29
(1)
(2)
(3)
(4)
Investment
Norway
Ownership interest
(%)
2015
2014
75.82
69.70
Russia
75.82
69.70
Denmark
Russia
75.82
75.82
69.70
69.70
Property lease-out
Russia
75.82
69.70
Livestock farming
Russia
75.82
69.70
Livestock farming
Russia
69.70
Property lease-out
Russia
69.70
Livestock farming
Russia
75.82
69.70
Livestock farming
Russia
75.82
Type of business
Financial service
Retail food processing products
Country of
incorporation
Statement of compliance
The financial statements are prepared in accordance with Thai Financial Reporting Standards
(TFRS); guidelines promulgated by the Federation of Accounting Professions (FAP); and
applicable rules and regulations of the Thai Securities and Exchange Commission.
The FAP has issued several new and revised TFRS that are relevant to the Groups operations
and effective for annual accounting periods beginning on or after 1 January 2015. The adoption
of these new and revised TFRS did not have any material effect on the accounting policies,
methods of computation, financial performance or position of the Group.
In addition to the above new and revised TFRS, the FAP issued a number of other new and
revised TFRS which are effective for annual financial periods beginning on or after 1 January
2016 and have not been adopted in the preparation of these financial statements. Those new and
revised TFRS that are relevant to the Groups operations are disclosed in note 43 to the financial
statements.
30
Basis of measurement
The financial statements have been prepared on the historical cost basis except for transactions
shown in the statement of financial position as follows:
-
2.3
2.4
31
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly.
Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
If the inputs used to measure the fair value of an asset or liability might be categorised in
different levels of the fair value hierarchy, then the fair value measurement is categorised in its
entirely in the same level of the fair value hierarchy as the lowest level input that is significant to
the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the
following notes:
Note 4
Note 9
Note 16
Note 17
Note 39
(a)
Basis of consolidation
The consolidated financial statements relate to the Company and its subsidiaries (together referred to
as the Group) and the Groups interests in associates and joint ventures.
Business combinations
The Group applies the acquisition method for all business combinations other than those with entities
under common control.
The acquisition date is the date on which control is transferred to the acquirer. All relevant facts and
circumstances are considered in determining the acquisition date and determining whether control is
transferred from one party to another. In assessing control, the Group takes into consideration
potential voting rights that currently are exercisable.
32
33
Foreign currencies
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currency of the Group
entities at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to
the functional currency at the foreign exchange rates ruling at that date. Foreign exchange differences
arising on translation are recognised in profit or loss.
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to the
functional currency using the foreign exchange rates ruling at the dates of the transactions.
Non-monetary assets and liabilities measured at fair value in foreign currencies are translated to the
functional currency at the foreign exchange rates ruling at the dates that fair value was determined.
Foreign operations
The assets and liabilities of foreign operations are translated to Thai Baht at the foreign exchange rates
ruling at the reporting date.
Goodwill and fair value adjustment entries arising on the acquisition of foreign operations are
translated to Thai Baht at the foreign exchange rate ruling at the reporting date.
The revenues and expenses of foreign operations are translated to Thai Baht at rates approximating the
foreign exchange rates ruling at the dates of the transactions.
Foreign exchange differences arising on translation are recognised in other comprehensive income and
presented in the currency translation differences in equity until disposal of the investment.
When a foreign operation is disposed of in its entirety or partially such that control, significant
influence or joint control is lost, the cumulative amount in the translation reserve related to that
foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group
disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the
cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part
of an associate or joint venture while retaining significant influence or joint control, the Group shall
reclassify to profit or loss only the proportionate share of the cumulative amount of the exchange
differences recognised in other comprehensive income.
A monetary item receivable from or payable to a foreign operation for which settlement is neither
planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a
monetary item and related hedging transactions are considered to form part of a net investment in a
foreign operation and are presented in the same way as foreign exchange differences arising from
translation.
34
(d)
Hedging
Hedge of future foreign currency transactions
The Group has a policy to mitigate the foreign exchange risk by entering into forward exchange
contracts covering foreign currency monetary transactions. In this regard, all monetary transactions are
translated to the functional currency of the Company and subsidiaries at the rates prevailing at the
reporting date, adjusted by net receivables/payables arising from the related forward exchange
contracts and the remaining deferred forward premium/discount. The related forward premium/discount
is recorded as income/expense over the forward contract term. The amortised forward premium/discount
and gains or losses on the forward exchange contracts covering foreign currency monetary transactions are
offset against the related exchange gains or losses on the foreign currency monetary transactions being
hedged.
For hedges of anticipated future transactions, the Group recognises gains and losses on forward
exchange contracts and the related forward premium/discount as deferred transaction until the
transactions are completed then recognises gains or losses in profit or loss.
Hedge of interest rates
Interest differentials under swap arrangements are accrued in proportion to the interval of time and
relevant underlying notional principal and recorded as adjustments to the interest expense relating to
the hedged loans.
(e)
(f)
35
Inventories
Raw materials, work in progress and finished goods
Finished goods and raw materials are valued principally at the lower of average cost and net realisable
value.
Work in progress is valued principally at the lower of cost and net realisable value.
Chemicals, medical and factory supplies are valued principally at the lower of average cost and net
realisable value.
Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. In the case of manufactured inventories and work
in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated
costs to complete and to make the sale.
(h)
Biological assets
Biological assets are measured at fair value less costs to sell (the incremental cost directly attributable to
the disposal of a biological asset), except for the case where the fair value cannot be measured reliably,
they are measured at cost less accumulated depreciation and impairment losses. Gains or losses on
changes in fair value less costs to sell are recognised in profit or loss.
Non-current biological assets, mainly consisting of swine breeders, are separately presented under the
caption Non-current assets. Other biological assets are presented under the caption Current assets
in the statement of financial position.
(i)
(j)
Investments
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries and associates in the separate financial statements of the Company are
accounted for using the cost method. Investments in associates and joint ventures in the consolidated
financial statements are accounted for using the equity method.
36
Investment properties
Investment properties are properties which are held to earn rental income or for capital appreciation or
for both, but not for sale in the ordinary course of business, use in the production or supply of goods
or services or for administrative purposes.
Investment properties are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the investment property.
The cost of self-constructed investment property includes the cost of materials and direct labour,
capitalised borrowing costs, and other costs directly attributable to bringing the investment property to
a working condition for its intended use.
Transfers to property and plant
The carrying amount of investment properties is transferred to property and plant at the date of change
in use and measured in accordance with accounting policy of property and plant.
(l)
38
3 - 40
2 - 60
2 - 40
3 - 30
2 - 30
3 - 20
2 - 25
years
years
years
years
years
years
years
Intangible assets
Goodwill
The measurement of goodwill that arises upon the acquisition of subsidiaries at initial recognition is
described in note 3 (a) to the financial statements. Subsequent to initial recognition, goodwill is
measured at cost less accumulated impairment losses. The carrying amount of goodwill related to
associates and joint ventures is included in the carrying amount of the investment in associates and
joint ventures.
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical
knowledge and understanding, is recognised in profit or loss as incurred.
Expenditure on development activities involve a plan or design for the production of new or
substantially improved products and processes. Development expenditure is capitalised only if
development costs can be measured reliably, the product or process is technically and commercially
feasible, future economic benefits are probable, and the Group intends to and has sufficient resources
to complete development and to use or sell the asset. The expenditure capitalised includes the cost of
materials, direct labour, borrowing cost and overhead costs that are directly attributable to preparing
the asset for its intended use. Other development expenditure is recognised in profit or loss as
incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation and impairment
losses.
Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are stated at cost
less accumulated amortisation and impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in
the specific asset to which it relates. All other expenditure, including expenditure on internally
generated goodwill and brands, is recognised in profit or loss as incurred.
39
5 - 10
years
3 - 15
years
4.5 - 10 years and indefine useful life
14 - 15
years
Amortisation methods, estimated useful lives and residual values are reviewed at each financial year-end.
(n)
Leasehold rights
Payments made by the Group for leasehold rights are measured at cost method and amortisation is
recognised in the profit or loss. The Group amortises the cost of leasehold rights on straight line basis
over the periods of the leasehold agreements.
(o)
Impairment
The carrying amounts of the Groups assets are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication exists, the assets recoverable amounts are
estimated. For goodwill and intangible assets that have indefinite useful lives or are not yet available
for use, the recoverable amount is estimated each year at the same time.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. The impairment loss is recognised in profit or loss unless it reverses a previous
revaluation credited to other comprehensive income, in which case it is charged to other comprehensive
income.
When there is objective evidence that the value of the available-for-sale investments is impaired, the
cumulative loss that had been recognised directly in other comprehensive income is recognised in profit
or loss.
Calculation of recoverable amount
The recoverable amount is the greater of the assets value in use and fair value less costs to sell. 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.
40
For financial assets carried at amortised cost and available-for-sale investments that are debt
securities, the reversal is recognised in profit or loss.
(2)
An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior
periods in respect of other non-financial assets are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss of the assets is reversed in profit or
loss if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the assets 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.
(p)
Interest-bearing liabilities
Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges.
Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any
difference between cost and redemption value being recognised in profit or loss over the period of the
borrowings on an effective interest basis.
(q)
(r)
Employee benefits
Post-employment benefit - defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised in profit or loss in
the periods during which services are rendered by employees.
Post-employment benefit - defined benefit plans
Obligations for defined benefit plans are calculated by using actuarial techniques and separately for
each plan by estimating the amount of future benefit that employees have earned in return for their
service in the current and prior periods; that benefit is discounted by using the projected unit credit
method to determine the present value of the defined benefit obligation and the current service cost.
The Group recognises all actuarial gains and losses arising from defined benefit plans in other
comprehensive income and all expenses related to defined benefit plans in profit or loss.
41
When the Group can no longer withdraw the offer of those benefits or
(2)
If benefits are not expected to be settled wholly within 12 months of the end of the reporting period,
then they are discounted.
Short-term employee benefits
Short-term employee benefit obligations are recognised in profit or loss in the periods during which
services are rendered by employees.
A liability is recognised for the amount expected to be paid if the Group has a present legal or
constructive obligation to pay this amount as a result of past service provided by the employee, and the
obligation can be estimated reliably.
(s)
Provisions
A provision is recognised 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. If the effect is material,
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the
liability.
(t)
Treasury shares
Share repurchase program for financial management
Treasury shares are recognised initially at cost and presented as a deduction from equity. An equal
amount is appropriated from retained earnings and taken to a reserve for treasury shares within equity.
When treasury shares are sold, the amount received is recognised as an increase in equity by crediting
the cost of the treasury shares sold, calculated using the weighted average method, to the treasury
shares account and transferring the equivalent amount to the cost of shares sold back from reserve for
treasury shares to retained earnings. Surpluses on the sale of treasury shares are taken directly to a
separate category within equity (Surplus on treasury shares). Net deficits on sale or cancellation of
treasury shares are debited to retained earnings after setting off against any remaining balance of
surplus on treasury shares and the reserve for treasury shares are credited at the equivalent amount to
the cost of shared sold back to retained earnings.
Ordinary shares of the Company held by subsidiaries
The Companys ordinary shares held by subsidiaries, which are acquired on the acquisition date, are
recognised at fair value and treated similar to treasury shares as a deduction in the equity in the
consolidated financial statements. When the ordinary shares held by the subsidiaries are disposed, the
Company will recognise the gain net of tax from the disposal as surplus and net losses of tax are
debited to retained earnings after setting off against any remaining balance of surplus.
(u)
Revenue
Revenue excluding value added taxes or other sales taxes and is arrived at after deduction of trade
discounts.
42
Finance costs
Interest and expenses incurred from financing are charged to profit or loss for the period on the accrual
basis, except to the extent that they are capitalised as being directly attributable to the acquisition,
construction or production of an asset which necessarily takes a substantial period of time to be
prepared for its intended use or sale.
The interest component of finance lease payments is recognised as finance costs in profit or loss using
the effective interest rate method.
(w)
Expenses
Operating lease payments
Payments made under operating leases are recognised in profit or loss on a straight line basis over the
term of the lease.
Contingent lease payments are accounted for by revising the minimum lease payments over the
remaining term of the lease when the lease adjustment is confirmed.
Determining whether an arrangement contains a lease
At inception of an arrangement, the Group determines whether such an arrangement is, or contains a
lease. A specific asset is the subject of a lease if fulfilment of the arrangement is dependent on the use
of that specified asset and an arrangement conveys the right to use the asset.
(x)
Income tax
Income tax expense for the year comprises current and deferred tax. Income tax is recognised in profit
or loss except to the income tax of business combination or the extent that it relates to items
recognised directly in equity or other comprehensive income.
Current tax
Current tax is calculated from the taxable income for the year, using tax rates enacted at the reporting
date and applicable to the reporting period, and any adjustment to tax payable in respect of previous
years.
43
(z)
Segment reporting
Segment results that are reported to the Groups management (the chief operating decision maker)
include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis.
2,850
65
276
1,098
1,055
105
2,260
573
56
25
(1,550)
(512)
(80)
(125)
3,246
(126)
(1,019)
749
2,850
(65)
2,785
The Group had assessed the fair value of the net assets acquired in accordance with TFRS No. 3
(revised 2014). However, if new information obtained within one year from the acquisition date
about facts and circumstances that existed at the acquisition date identifies adjustments to the
above provisional fair values, or any additional assets or liabilities that existed at the acquisition
date, then the acquisition accounting will be revised.
45
Valuation techniques
Customer relationship
The factors contributing to the goodwill are the strong growth potential of Cambodias agro industrial
market and expansion to food business. Goodwill from the business combination will not qualify for
any tax deduction.
Before the business combination, the Group hold 25.00% of CPCs total issued and paid-up shares. The
Group had to measure the fair value of the interest in CPC before the business combination as at the
date of acquisition. The measurement resulted in a gain which is recognised as Gain on changes in fair
value of investments in associate in the statement of income for the period ended 31 December 2015.
Details are as follows:
(Unit: Million Baht)
Fair value of existing interest in CPC at the acquisition date
Less - investment in CPC accounted for equity method at
the acquisition date
- transferred other components in equity to the consolidated
statement of income
Gain on changes in fair value of investment in associate
1,019
(820)
37
236
The consolidated statement of income for the year ended 31 December 2015 includes operating results
of CPC for the period from 11 May 2015 to 31 December 2015. Significant details are as follows:
(Unit: Million Baht)
For the
year ended
31 December 2015
Revenue from sale of goods
Profit for the period attributable to
equity holders of the Company
6,236
27
46
CPF Netherlands agrees to acquire the entire issued and paid-up share capital of the newlyincorporated entity in Russia which is Stesha LLC. (Stesha). In which, Stesha owns 80% of the
issued and paid-up share capital of Woyskovitsy and Severnaya.
CPF Netherlands will acquire the remaining 20% of the issued and paid-up share capital of
Woyskovitsy and Severnaya from the Seller on 31 August 2018.
Upon occurrence of certain events pursuant to the Share Purchase Agreement (SPA) during the
period between the date of completion of the First Acquisition and before the completion of the
Second Acquisition, CPF Netherlands is granted a call option to purchase, and the Seller is granted
a put option to sell, the remaining 20% of the issued and paid-up share capital in both Woyskovitsy
and Severnaya. The consideration of the Acquisition to be paid to the Seller each time is calculated
as specified in the SPA.
The Group obtained control of Woyskovitsy and Severnaya on 24 November 2015 (Acquisition
date) through the acquisition of 157 million ordinary shares and 301 million ordinary shares
respectively (equal to 79.99% of total issued and paid-up share capital).
47
18,972
1,372
19
1,918
711
194
7,005
302
6
(1,625)
(262)
(162)
(177)
(1,108)
8,193
(4,878)
15,657
18,972
(1,372)
17,600
The Group had assessed the fair value of the net assets acquired in accordance with TFRS No. 3
(revised 2014). However, if new information obtained within one year from the acquisition date
about facts and circumstances that existed at the acquisition date identifies adjustments to the
above provisional fair values, or any additional assets or liabilities that existed at the acquisition
date, then the acquisition accounting will be revised.
48
Valuation techniques
Trademarks
The factors contributing to the goodwill are potential to promptly enter the poultry business in
Russia and used as production base for business expansion in Russia in the future. Goodwill
from the business combination will not qualify for any tax deduction.
The consolidated statement of income for the year ended 31 December 2015 includes operating
results of Woyskovitsy and Severnaya for the period from 24 November 2015 to 31 December
2015. Significant details are as follows:
(Unit: Million Baht)
For the
year ended
31 December 2015
Revenue from sale of goods
Profit for the period attributable to
equity holders of the Company
817
57
For business combination by acquisitions of shares during the year 2015, if the acquisitions of CPC,
Woyskovitsy and Severnaya had occurred on 1 January 2015, management estimates that revenue
from sale of goods and profit of the Group in the consolidated financial statements for the year ended
31 December 2015 would have been as follows:
(Unit: Million Baht)
For the
year ended
31 December 2015
Revenue from sale of goods
Profit for the period attributable to
equity holders of the Company
433,976
12,029
49
Pricing policies
The price list of the Group
The price list of the suppliers
Fair value
Fair value
Source of fund cost plus fund management expenses
Upon declaration
Standard rates as specified by the lessors or service providers
Rate per quantity of feed production/rate per sale value of
animal feed/rate per total revenue
Standard rates as specified by the insurers
Rate per sales value under trademark
Standard service rates as specified by the service providers
Significant transactions with related parties for the years ended 31 December 2015 and
2014
Consolidated
financial statements
2015
2014
(a)
Revenues
Significant influence entity
Gain on sale of investments
Software application income
Sale of goods
Rental, service and other income
Training and seminar income
Subsidiaries
Dividend income
Interest income
Sale of goods
Rental, service and other income
Gain on sale of equipment and
others
Associates, joint ventures
and related companies
Sale of goods
Gain on sale of land
50
1
1
1
64
2
1
1
1
26
-
13,413
3,600
3,113
7
13,390
2,396
3,927
-
16
34,349
766
30,830
-
428
-
345
-
Consolidated
financial statements
2015
2014
(a)
(b)
Revenues (Continued)
Associates, joint ventures
and related companies
Rental, service and other income
Gain on sale of equipment and
others
Dividend income
Software application income
Training and seminar income
Interest income
Gain on sale of investments
213
372
33
64
32
25
5
-
59
30
17
12
15
1
37
-
1
38
5
-
8,493
1,624
85
7,841
1,526
87
1,850
38
6
1,693
41
8
Subsidiaries
Purchase of raw materials and
goods
Software application fees
Rental and service fees
Training and seminar fees
Interest expense
Other expenses
3,764
190
64
30
56
4,194
227
76
29
3
62
51,102
43,224
478
702
1,806
1,582
243
142
34
30
6
1,202
1,944
1,192
262
512
36
54
21
1,148
205
435
97
24
61
475
385
110
162
165
Investment transactions
The Group invested in related companies as disclosed in note 4 to the financial statements.
51
5.4
Balances with related parties as at 31 December 2015 and 2014 were as follows:
5.4.1 Accounts receivable - trade and others
Consolidated
financial statements
2015
2014
Significant influence entity
Subsidiaries
Associates and joint ventures
Related companies
Total
1
2,719
4,618
7,338
52
2
2,370
3,821
6,193
1,665
17
94
1,776
Joint ventures
Total
33,936
33,936
19,733
19,733
35,444
35,444
18,514
18,514
The Company computes the average balance from the outstanding balances of
short-term loans at the end of each month excluding accrued interest income.
The currency denomination of short-term loans as at 31 December 2015 and 2014 was as
follows:
(Unit million Baht)
Separate
financial statements
2015
2014
Consolidated
financial statements
2015
2014
Functional currencies of each
company in the Group
Foreign currencies
- United States Dollar
- Euro
- Ruble
Total
30,015
19,198
3,669
252
33,936
369
166
19,733
Consolidated
financial statements
2015
2014
Associates
Joint ventures
Subsidiaries
Total
189
189
95
95
5,927
5,927
3,902
3,902
Consolidated
financial statements
2015
2014
Subsidiaries
Total
53
97
97
89
89
23,367
(387)
22,980
16,957
(120)
16,837
18,008
18,099
The Company computes the average balance from the outstanding balances of
long-term loans at the end of each month excluding accrued interest income.
The currency denomination of long-term loans as at 31 December 2015 and 2014 was as
follows:
(Unit : Million Baht)
Separate
financial statements
2015
2014
Thai Baht
Foreign currencies
- United States Dollar
- Ruble
Total
10,000
10,000
12,606
761
23,367
5,943
1,014
16,957
758
309
2,470
3,537
670
399
4,112
5,181
46
115
136
297
378
378
54
211
184
395
201
15
216
77
183
260
95
95
The Company computes the average balance from the outstanding balances of short-term
borrowings at the end of each month excluding accrued interest expense.
5.5
378
211
184
2.00
4.63
3,669
369
30,267
19,364
7.39
7.50
23,367
16,837
120
5.40
5.37
538
514
214
204
13
551
13
527
4
218
4
208
300
300
284
284
82
82
82
82
Commitments
As at 31 December 2015 and 2014 the Group had commitments with related parties as follows:
5.7.1 Capital commitments
Consolidated
financial statements
2015
2014
Contracted but not provided for
Mainly represents contracts
for construction of buildings
and structures, purchase of
machinery and others
431
570
144
172
926
915
250
352
1,539
374
2,839
1,474
276
2,665
197
447
268
620
The Company and certain subsidiaries had lease agreements with related parties covering
office premises (including related facilities service agreements), land, farms and vehicles
for periods of 1 to 10 years, expiring during 2016 to 2024.
5.8
Significant agreements
As at 31 December 2015 the Group had the following significant agreements with related parties.
5.8.1 Technical service agreements
The Company and certain subsidiaries have technical service agreements with a
significant influence entity, Charoen Pokphand Group Company Limited (CPG). Under
the terms of the agreements, CPG agrees to research and develop the raw material ingredients
for the production of animal feeds for the Company and subsidiaries. In this regard,
the Company and subsidiaries are committed to pay the technical service fee,
which is calculated from the feed production quantity dependent upon the types of feed
as stipulated in the agreements, to CPG. The minimum service fee ranges from Baht 0.1
million to Baht 1.3 million per month. These agreements are in effect starting from 1
January 2015 to 31 December 2015. The Company and subsidiaries have extended the
agreements for an additional period until 31 December 2016 with the same conditions
and fee rates.
In addition, certain foreign subsidiaries have agreements to obtain the technical service
assistance from CPG. The foreign subsidiaries are committed to pay service fees to CPG
in accordance with the terms and conditions stipulated in the agreements.
56
Trademark agreements
A subsidiary (CPF Trading Company Limited) has trademark agreements with CPG for
the right to use
trademark. In this regard, the subsidiary is committed to pay the
trademark license fees to CPG at the rates of 0.2% and 0.4% of the sale value of each
product as stipulated in the agreements. This agreement is effective starting from 1 July 2014
to 30 June 2017.
The Company and certain subsidiaries have trademark agreements with CPG, for the right to
trademark. In this regard, the Company and subsidiaries are committed to pay the
use
trademark license fees to CPG at the rates of 0.2% and 0.4% of the sale value of each
product as stipulated in the agreements. These agreements are effective starting from 1
January 2015 to 31 December 2015. The Company and subsidiaries have extended the
agreements for an additional period until 31 December 2016 with the same conditions and
fee rates.
A subsidiary has a trademark agreement with a related company, Star Marketing Co., Ltd.
(STAR), for the right to use STAR trademark. In this regard, the subsidiary is
committed to pay the trademark license fee to STAR, which is calculated from the sale
value under the trademark at the rates as stipulated in the agreement. This agreement is
effective starting from 1 January 2014 to 31 December 2018.
5.8.3
5.8.4
57
Consolidated
financial statements
2015
2014
Cash at financial institutions and on hand
Highly liquid short-term investments
Total
33,471
2,990
36,461
26,135
7,417
33,552
17,400
17,400
13,696
13,696
The currency denomination of cash and cash equivalents as at 31 December 2015 and 2014 was as
follows:
(Unit: Million Baht)
Separate
financial statements
2015
2014
Consolidated
financial statements
2015
2014
Functional currencies of each company
in the Group
Foreign currencies
- United States Dollar
- Norway Krone
- Euro
- Taiwan Dollar
- Renminbi
- Pound Sterling
- Hongkong Dollar
- Swedish Krona
- Other
Total
32,171
19,053
16,347
536
3,229
661
138
81
52
18
16
95
36,461
14,098
24
24
215
10
24
19
85
33,552
1,053
17,400
13,160
13,696
Note
Related parties
Other parties
Total
Less allowance for doubtful
accounts
Net
Consolidated
financial statements
2015
2014
7,338
19,552
26,890
6,193
19,308
25,501
1,852
2,310
4,162
1,776
2,628
4,404
(734)
26,156
(548)
24,953
(49)
4,113
(64)
4,340
(2)
(1)
256
58
194
20
520
734
12
12
526
550
64
64
The currency denomination of accounts receivable - trade and others as at 31 December 2015 and
2014 was as follows:
Consolidated
financial statements
2015
2014
Functional currencies of each company
in the Group
Foreign currencies
- United States Dollar
- Won
- Singapore Dollar
- Euro
- Sweden Krona
- Yen
- Pound Sterling
- Renminbi
- Australian Dollar
- Ruble
- Other
Total
23,787
21,862
2,146
2,308
1,082
591
389
158
67
66
1
15
26,156
1,788
691
381
98
46
70
5
12
24,953
514
205
304
1
10
641
254
31
7
4,113
876
235
409
40
18
359
58
31
6
4,340
Inventories
Consolidated
financial statements
2015
2014
Raw materials
Chemicals and supplies
Work in progress
Finished goods
Inventories in transit
Total
Less allowance for decline in value
of inventories adjusted to
net realisable value
Net
59
28,621
2,129
1,388
14,482
6,126
52,746
26,336
1,803
1,225
13,539
6,457
49,360
1,379
142
148
2,762
29
4,460
2,140
191
118
1,900
4,349
(634)
52,112
(324)
49,036
(250)
4,210
(148)
4,201
Biological assets
Movements for the years ended 31 December 2015 and 2014 were as follows:
Consolidated
financial statements
2015
2014
At 1 January
Increase due to business combination
Increase due to purchase/raise
Decrease due to sales/harvest
Depreciation
Gain on change in fair value less cost to sell
Currency translation differences
Other
Balance at 31 December
29,973
2,339
127,588
(129,689)
4,339
404
451
(427)
34,978
27,605
121,668
(118,704)
4,640
338
(585)
(4,989)
29,973
1,372
8,966
(9,249)
140
(175)
1,054
1,266
11,579
(11,211)
90
(352)
1,372
26,013
1,744
27,757
22,229
2,149
24,378
1,054
1,054
1,372
1,372
7,221
7,221
34,978
5,595
5,595
29,973
1,054
1,372
Biological assets comprise livestock biological assets such as swine, chicken, duck etc. and aquatic
biological assets such as shrimp and fish. Biological assets, other than fattening swine which are
measured at fair value using quoted prices at the reporting date as references, are measured at cost less
accumulated depreciation and impairment losses due to the short production cycle. In particular, the
market prices or fair values at present condition of the biological assets which are breeders are
unavailable; and valuation based on a discounted cash flow method is considered unreliable given the
uncertainty with respect to external factors such as climate, weather, plague etc.
Cost includes all costs incurred from the acquisition of biological assets and throughout the growth
cycle e.g. cost of new-born animals, feed costs, and other farm costs.
Bearer biological assets, for example breeders, are depreciated using the straight line method over the
productive period or the units of production method which ranges approximately from 4 months to 36
months depend on the type of biological asset.
60
658,867
20,842
546,430
18,730
(Unit: Tons)
Separate
financial statements
2015
2014
5,060
5,354
The estimates of physical quantities of the Groups biological assets were based on experience and
historical data. The Group estimates the physical quantities of aquatic biological assets using a
sampling method to project the overall weight.
Fair value measurement
The fair value of the Groups biological assets including carrying amount in the consolidated financial
statements are as follows:
(Unit: Million Baht)
Consolidated financial statements
Fair value
Level 1
Level 2
Level 3
Total
Carrying
amount
31 December 2015
Biological assets at fair value
less cost to sell
11,537
1,851
9,686
11,537
The valuation technique and the inputs used in measuring the fair value of those biological assets
categorised in Level 2 is market comparison approach which use quoted prices based on market prices
at the reporting date.
The following table shows the valuation technique used in measuring the fair value of biological assets,
as well as the significant unobservable inputs used for those categorised in Level 3.
Valuation technique
Market comparison
approach
The fair value of biological assets is performed by the Groups relevant finance department and
operations team using a series of systematic procedures. The fair value measurements are categorised
into each hierarchy based on inputs of swine market in each country as reference. The fair value of swine
are determined based on transaction price per head or weight of swine.
61
Available-for-sale investments
Movements for the years ended 31 December 2015 and 2014 were as follows:
(Unit: Million Baht)
Consolidated
financial statements
2015
2014
At 1 January
Acquisitions/additional investments
Disposals
Reclassification of change in fair value to profit or loss from disposal
Changes in fair value
Currency translation differences
At 31 December
3,924
4,923
(673)
(1,450)
(3,485)
420
3,659
1,909
638
1,377
3,924
Marketable securities
- at fair value
True Corporation Public
Company Limited - at cost
Changes in fair value
Total
2.21
1.43
Consolidated
financial statements
2015
2014
6,818
(3,159)
3,659
Separate
financial statements
2015
2014
2,148
1,776
3,924
During the year ended 31 December 2015, a subsidiary sold the available-for-sale investments with the
original cost of Baht 673 million with a gain on sale of investments amounting to Baht 1,431 million,
which was presented in the consolidated statement of income.
Carrying amounts and fair values of financial instruments carried at fair value
The fair values of financial assets together with the carrying amounts in the consolidated statement of
financial position are as follows.
(Unit: Million Baht)
Consolidated financial statements
Fair value
Level 1
Level 2
Level 3
Total
Carrying
amount
31 December 2015
Non-current
Equity securities available
for sale
3,659
3,659
62
3,659
Investments in subsidiaries
Movements during the years ended 31 December 2015 and 2014 were as follows:
Consolidated
financial statements
2014
2015
At 1 January
Acquisitions/additional investments
Disposals
At 31 December
87,565
2
(19,124)
68,443
According to the announcement of the Company on 17 October 2014 regarding the announcement made
by C.P. Pokphand Co., Ltd. (CPP) pursuant to the rules of the Stock Exchange of Hong Kong Limited
(HKEX) in relation to the proposed spin-off of CPPs Biochemical business and the interests in
industrial business to be grouped under Chia Tai Enterprises International Limited (CTEI)
(collectively referred to as the Spin-Off) and the listing of the ordinary shares of CTEI on HKEX.
On 29 June 2015, CPP made special dividend payment by way of a distribution in specie of CTEI shares
to its shareholders in proportion to the respective shareholding (the Special Dividend) whereby a CPP
ordinary shareholder will be entitled to one CTEI ordinary share for every 100 CPP ordinary shares
and a CPP preference shareholder will be entitled to one CTEI preference share for every 100 CPP
preference shares in accordance with the resolutions of the Special General Meeting of CPP held on 17
April 2015.
Accordingly, CPF and CPF Investment Limited, in the capacity of CPP shareholders, received
12,610,777 CTEI preference shares (equal to 4.98% of the total issued and paid-up share capital) and
115,137,370 CTEI ordinary shares (equal to 45.45% of the total issued and paid-up share capital)
respectively.
The ordinary shares of CTEI have been listed on HKEX and traded starting from 3 July 2015.
During 2014, the Company sold investments in subsidiaries with the carrying amount of Baht 19,124
million with gains on sale of investments amounting to Baht 1,884 million, which was presented in the
separate statement of income.
63
Paid-up capital
2015
2014
At cost - net
2015
2014
Dividend income
2015
2014
4.98
4.98
7,973
7,973
4,691
5,191
4,691
5,191
218
553
4.98
840
500
5,191
5,191
500
5,191
5,191
218
553
99.44
99.44
600
600
1,230
1,230
1,230
1,230
1,193
99.98
99.98
7,008
7,008
11,883
11,883
11,883
11,883
2,102
7,357
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
20
250
9,000
80
20
250
9,000
80
20
250
9,000
450
20
250
9,000
450
20
250
9,000
450
20
250
9,000
450
9,900
-
5,400
80
99.99
125
125
125
100.00
100.00
602
602
602
602
602
602
64
Paid-up capital
2015
2014
At cost - net
2015
2014
Dividend income
2015
2014
100.00
100.00
755
494
755
494
755
494
100.00
100.00
126
126
126
126
126
126
8.57
8.57
6,452
6,452
618
618
618
618
99.99
99.99
10.21
48.80
2,819
1,057
1,394
1,394
(938)
456
456
34.09
100.00
58.25
100.00
37.50
100.00
58.25
100.00
3,196
42,123
224
1
2,890
36,929
224
1
1,055
42,123
129
1
1,055
36,929
129
1
1,055
42,123
129
1
1,055
36,929
129
1
100.00
99.99
100.00
-
1
12,541
1
-
1
12,915
82,685
1
64,190
(938)
(938)
1
12,915
81,747
1
63,252
13,195
12,837
87,876
69,381
(938)
(938)
86,938
68,443
13,413
13,390
65
(938)
-
Non-controlling interests
Summarises the information relating to each of the Groups subsidiaries that has material non-controlling interests, before any intra-group eliminations as at 31 December
2015 were as follows:
(Unit: Million Baht)
Charoen
Chia Tai
Pokphand
CJSC Poultry
CJSC
Enterprise
Enterprises
International
Parent Stock
Poultry
C.P. Pokphand
(Taiwan)
Production
Production
Co., Ltd. and
Co., Ltd. and
Limited and its
its subsidiaries
its subsidiaries
subsidiaries
Woyskovitsy
Severnaya
Non-controlling interests percentage*
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
49.57
57,755
62,963
(40,047)
(27,110)
53,561
49.57
2,072
6,637
(896)
(603)
7,210
16,863
1,313
88
2,863
43,381
4,127
4,243
304
4,156
67.32
4,932
7,075
(4,192)
(690)
7,125
20.01
247
845
(15)
1,077
20.01
3,955
5,760
(2,213)
(1,041)
6,461
The non-controlling interests percentage of sub-group represents only direct holding on the respective intermediate subsidiary, whereas, many indirect subsidiaries are
not wholly-owned by the intermediate subsidiary with various percentages of ownership interests.
**
The carrying amount of non-controlling interests of sub-group are derived from the above various percentages of ownership interests of indirect subsidiaries.
66
178,671
2,008
10,046
605
10,651
172
275
447
4,423
266
108
173
17,774
(10,596)
(6,785)
(353)
40
372
(103)
(204)
(27)
38
486
67
115
17,919
61
948
798
(382)
416
7
(49)
(42)
72
(446)
(374)
548
(262)
1
(10)
14
(89)
748
(1,002)
135
(1)
(120)
8
42
(4)
46
350
1,322
(92)
(75)
1,505
19
49.57
55,411
58,932
(35,589)
(24,776)
53,978
15,031
41,739
3,743
67.59
4,468
6,606
(3,304)
(853)
6,917
The non-controlling interests percentage of sub-group represents only direct holding on the respective intermediate subsidiary, whereas, many indirect subsidiaries are
not wholly-owned by the intermediate subsidiary with various percentages of ownership interests.
**
The carrying amount of non-controlling interests of sub-group are derived from the above various percentages of ownership interests of indirect subsidiaries.
68
181,445
18,844
8,673
(1,072)
7,601
866
(422)
444
2,911
(399)
594
(290)
10,126
(10,784)
(2,053)
(152)
(2,863)
1,092
(481)
(463)
16
164
774
69
Investments in associates
Movements during the years ended 31 December 2015 and 2014 were as follows:
Consolidated
financial statements
2015
2014
Note
At 1 January
Share of profit of associates
Dividend income from associates
Previously held interest in associate
before status change to subsidiary
Acquisition/additional investments
Disposals
Currency translation differences
Other
At 31 December
52,055
4,965
(2,609)
40,833
4,133
(3,122)
335
-
335
-
(820)
15,455
(3,661)
(23)
(50)
65,312
12,507
(2,156)
(140)
52,055
335
335
The Group accounts for the investment in ordinary shares of an associate (CP ALL Public Company
Limited), which is a listed company in the Stock Exchange of Thailand, in the consolidated financial
statements by the equity method. As at 31 December 2015, the fair value of this investment was Baht
121,652 million (2014: Baht 126,266 million).
During the year 2015, a subsidiary sold a portion of the investments in an associate with the carrying
amount of Baht 3,661 million with a gain on sale of investments amounting to Baht 5,697 million,
which was presented in the consolidated statement of income (2014: Baht 2,156 million and Baht
4,530 million respectively).
70
Ownership interest
(both direct and indirect)
(%)
2015
2014
Cost method
2015
2014
Equity method
2015
2014
Accumulated
impairment
2015
2014
At equity net
2015
2014
Dividend income
2015
2014
Marketable security
CP ALL Public
Company Limited
Total
Non-marketable
securities
Nava 84 Co., Ltd.
Ross Breeders Siam
Co., Ltd.
Arbor Acres Thailand
Co., Ltd.
BHJ Kalino Food AB
(BHJ) *
C.P. Aquaculture (India)
Private Limited
C.P. Cambodia Co., Ltd.
Charoen Pokphand
Holdings (Malaysia)
Sdn. Bhd.
34.50
33.27
8,983
8,983
53,334
53,334
41,066
41,066
60,863
60,863
46,847
46,847
60,863
60,863
46,847
46,847
2,341
2,341
2,608
2,608
25.00
25.00
1,203
1,203
159
159
162
162
162
162
49.99
49.99
70
70
35
35
86
88
86
88
17
20
49.98
49.98
183
211
183
211
95
47
15.08
15.08
24
24
29
28
29
28
31.70
-
31.70
25.00
192
-
192
2,103
176
-
176
493
743
-
689
787
743
-
689
787
82
49.75
49.75
353
353
176
176
1,389
1,525
1,389
1,525
71
Ownership interest
(both direct and indirect)
(%)
2015
2014
Conti Chia Tai
International
Limited
Zhan Jiang Deni
Carburetor
Co., Ltd. **
Total
Grand total
*
Cost method
2015
2014
Equity method
2015
2014
Accumulated
impairment
2015
2014
At equity net
2015
2014
Dividend income
2015
2014
25.21
25.21
767
767
1,052
1,052
1,462
1,231
1,462
1,231
261
14.12
14.12
581
581
424
2,048
424
2,541
395
4,449
487
5,208
395
4,449
487
5,208
153
268
104
514
55,382
43,607
65,312
52,055
65,312
52,055
2,609
3,122
BHJ is an associate in which 29.00% of the total issued and paid-up shares were held by CPF Denmark A/S (CPF DM), a 52.00% indirectly owned subsidiary. In this regard, the Group
accounted for its investment in BHJ using the equity method based on 15.08% shareholding in the consolidated financial statements.
**
Zhan Jiang Deni Carburetor Co., Ltd. is an associate in which 28.00% of the total issued and paid-up shares were held by Chia Tai Enterprises International Limited (CTEI), a 50.43%
directly and indirectly owned subsidiary. In this regard, the Group accounted for its investment in Zhan Jiang Deni Carburetor Co., Ltd. using the equity method based on 14.12%
shareholding in the consolidated financial statements.
72
Non-marketable securities
Nava 84 Co., Ltd.
C.P. Aquaculture (India) Private Limited
Total
Ownership
interest
(%)
2015
2014
Paid-up capital
2015
2014
25.00
31.70
1,203
192
25.00
31.70
1,203
192
73
Cost method
2015
2014
159
176
335
159
176
335
Accumulated
impairment
2015
2014
-
At cost net
2015
2014
159
176
335
159
176
335
Dividend income
2015
2014
-
405,893
371,301
13,818
70
13,888
10,319
(80)
10,239
134
13,754
119
10,120
56,973
272,110
(101,131)
(186,276)
41,676
64,684
261,726
(92,015)
(199,337)
35,058
4,326
37,350
4,276
30,782
10,241
4,563
(2,341)
423
12,886
47,977
60,863
9,130
3,279
(2,608)
440
10,241
36,606
46,847
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Immaterial associates
The following is summarised financial information for the Groups interest in immaterial associates
based on the amounts reported in the Groups consolidated financial statements:
(Unit: Million Baht)
Consolidated
financial statements
2015
2014
Carrying amount of interests in immaterial associates
Groups share of:
- Profit from continuing operations
- Other comprehensive income
- Total comprehensive income
4,449
421
(86)
335
74
5,208
841
(127)
714
14
417
302
4,194
255
(81)
51
4,419
75
5,266
736
(284)
(1,483)
(41)
4,194
Paid-up capital
2015
2014
Cost method
2015
2014
Equity method
2015
2014
Accumulated
impairment
2015
2014
At equity net
2015
2014
Dividend income
2015
2014
59.99
59.99
500
500
1,200
1,200
1,402
1,229
1,402
1,229
25.21
25.21
157
157
128
128
158
129
158
129
71
25.21
25.21
56
56
20
18
20
18
25.21
25.21
261
261
211
211
233
234
233
234
25.21
25.21
170
170
225
225
209
242
209
242
79
82
25.21
25.21
378
378
1,296
3,052
1,296
3,052
2,397
4,419
2,342
4,194
2,397
4,419
2,342
4,194
81
131
284
(8)
(8)
CP-Meiji is a joint venture because the articles of association of the joint venture specifies that each investor has joint control over significant financial and operating decisions and has
right to the net assets.
**
The Group accounts for investments in joint ventures using the equity method in the consolidated financial statements.
76
4,419
255
51
306
4,194
736
(41)
695
Contingent liabilities and commitments relating to the investments in joint ventures as at 31 December
2015 and 2014 were as follows:
(Unit: Million Baht)
Consolidated
financial statements
2015
2014
Groups share of the investees commitments
Groups share of the investees contingent liabilities
15
79
2
58
-
1,549
59
1,608
77
1,546
3
1,549
678
678
16
Consolidated
financial statements
2015
2014
Separate
financial statements
2015
2014
6.58
6.58
110
110
55
55
6.49
10.00
13.96
6.49
10.00
13.96
276
5
1,217
1,608
276
5
1,158
1,549
95
528
678
95
528
678
Investment properties
Movements for the years ended 31 December 2015 and 2014 were as follows:
Consolidated
financial statements
2015
2014
At cost
At 1 January
Additions
Disposal of investment
Transfers from property, plant and
equipment
Transfer to property, plant and
equipment
Disposals
Depreciation
Currency translation difference
At 31 December
1,169
20
273
(2)
(50)
(31)
1,379
1,930
63
(592)
(46)
(5)
(126)
(55)
1,169
204
-
(2)
201
(4)
200
Appraisal prices of the Group and the Companys investment properties were revalued by the
independent professional valuers using Market Comparison Approach, at fair market values totaling
Baht 2,598 million and Baht 609 million respectively (2014: Baht 1,990 million and Baht 608 million
respectively).
The fair value measurement for the investment properties has been categorised as a Level 3 fair value
based on the inputs to the valuation technique used.
78
Valuation technique
Market comparison
approach
17
Land
Cost/revaluation
As at 1 January 2014
Additions
Acquired through business
acquisitions
Transfers
Transfers from investment
properties
Disposals
Currency translation
differences
At 31 December 2014
and 1 January 2015
Additions
Acquired through business
acquisitions
Transfers
Transfers to investment
properties
Disposals
Currency translation
differences
At 31 December 2015
Total
22,666
572
59,411
1,248
52,123
2,060
8,866
1,176
19,697
21,175
162,763
26,231
67
-
326
5,925
439
4,071
65
1,024
62
(11,034)
959
(14)
(11)
46
(338)
(472)
(427)
(1)
46
(1,249)
(430)
(1,914)
(461)
(540)
(1,634)
(4,979)
22,864
571
64,704
651
57,760
1,593
10,164
865
28,265
22,504
409
196
6,456
11,202
1,731
12,629
238
1,221
460
(25,898)
(222)
(563)
(51)
(1,244)
(1,244)
364
82,082
561
73,030
(43)
23,212
79
(320)
208
12,376
726
26,057
183,757
26,184
9,294
(650)
(273)
(3,371)
1,816
216,757
Land
Accumulated depreciation
and impairment losses
At 1 January 2014
Depreciation charge for
the year
Impairment losses
Transfers
Disposals
Currency translation
differences
At 31 December 2014
and 1 January 2015
Depreciation charge for
the year
Reversal of (impairment loss)
Transfers
Disposals
Currency translation
differences
At 31 December 2015
Net book value
Owned assets
Assets under finance
leases
At 1 January 2014
Owned assets
Assets under finance
leases
At 31 December 2014
and 1 January 2015
Owned assets
Assets under finance
leases
At 31 December 2015
Total
(21,564)
(25,595)
(4,673)
(51,832)
(3,206)
(5)
220
232
(4,615)
(56)
77
399
(1,016)
(297)
387
(8,837)
(61)
1,018
513
(527)
430
416
(23,893)
(29,277)
(6,126)
(59,296)
(3,372)
3
28
866
(5,183)
(26)
292
1,024
(1,426)
(27)
281
(9,981)
(23)
293
2,171
(22)
(26,390)
(317)
(33,487)
17
(7,281)
(322)
(67,158)
22,666
37,847
26,528
4,178
19,697
110,916
22,666
37,847
26,528
15
4,193
19,697
15
110,931
22,864
-
40,811
-
28,481
2
4,031
7
28,265
-
124,452
9
22,864
40,811
28,483
4,038
28,265
124,461
23,212
55,692
39,542
5,083
26,057
149,586
23,212
55,692
1
39,543
12
5,095
26,057
13
149,599
80
Land
Cost/revaluation
At 1 January 2014
Additions
Transfers
Disposals
At 31 December 2014
and 1 January 2015
Additions
Transfers
Business transfers
Disposals
At 31 December 2015
Total
4,533
58
(11)
11,870
12
485
(95)
10,822
435
368
(116)
1,128
82
23
(16)
1,759
1,619
(876)
-
30,112
2,206
(238)
4,580
2
2
(1)
4,583
12,272
3
923
(527)
(766)
11,905
11,509
184
556
(524)
(703)
11,022
1,217
47
9
(43)
(69)
1,161
2,502
1,003
(1,873)
1,632
32,080
1,239
(383)
(1,094)
(1,539)
30,303
(5,670)
(5,818)
(837)
(12,325)
(789)
(5)
56
(1,096)
(56)
107
(125)
15
(2,010)
(61)
178
(6,408)
(6,863)
(947)
(14,218)
(830)
5
245
516
(6,472)
(1,076)
(26)
331
288
587
(6,759)
(116)
35
6
63
(959)
(2,022)
(21)
611
294
1,166
(14,190)
4,533
4,533
6,200
6,200
5,004
5,004
291
291
1,759
1,759
17,787
17,787
Owned assets
At 31 December 2014
and 1 January 2015
4,580
5,864
4,646
270
2,502
17,862
4,580
5,864
4,646
270
2,502
17,862
Owned assets
At 31 December 2015
4,583
4,583
5,433
5,433
4,263
4,263
202
202
1,632
1,632
16,113
16,113
Accumulated depreciation
and impairment losses
At 1 January 2014
Depreciation charge for
the year
Impairment losses
Disposals
At 31 December 2014
and 1 January 2015
Depreciation charge for
the year
Reversal of (impairment loss)
Business transfers
Transfers
Disposals
At 31 December 2015
Net book value
Owned assets
At 1 January 2014
81
Valuation technique
Market comparison
approach
18
Inter-relationship between
key unobservable inputs
and fair value measurement
Goodwill
Consolidated
financial statements
2015
2014
Cost
At 1 January
Acquired through business acquisitions
Currency translation differences
At 31 December
60,699
16,413
4,186
81,298
Impairment losses
At 1 January
Impairment loss
At 31 December
Net book value
At 1 January
At 31 December
82
59,293
1,425
(19)
60,699
60,699
81,298
59,293
60,699
19
83
348
127
3
(3)
3
5,316
103
1,328
86
(21)
89
5,664
230
1,331
83
(21)
92
478
103
2
14
3
600
6,901
72
396
4
(4)
129
7,498
7,379
175
398
18
(4)
132
8,098
(235)
(36)
-
(1,534)
(781)
(60)
(18)
(1,769)
(817)
(60)
(18)
(271)
(51)
(322)
(2,393)
(863)
(8)
3
(3,261)
(2,664)
(914)
(8)
3
(3,583)
113
3,782
3,895
207
278
4,508
4,237
4,715
4,515
7
7
7
86
6
92
4
(1)
(3)
92
93
6
99
4
(1)
(3)
99
Accumulated amortisation
At 1 January 2014
Amortisation charge for the year
At 31 December 2014 and 1 January 2015
Amortisation charge for the year
Disposals
At 31 December 2015
(5)
(5)
(1)
(6)
(35)
(9)
(44)
(8)
2
(50)
(40)
(9)
(49)
(9)
2
(56)
2
2
1
51
48
42
53
50
43
The gross amount of the Groups and the Companys fully amortised intangible assets that was
still in use as at 31 December 2015 amounted to Baht 458 million in the consolidated statement of
financial position, and Baht 12 million in the separate statement of financial position (2014: Baht 373
million and Baht 6 million respectively).
20
21
Consolidated
financial statements
2014
2015
Deferred tax assets
Deferred tax liabilities
Net deferred tax assets (liabilities)
4,434
(5,531)
(1,097)
84
3,815
(5,677)
(1,862)
2,604
2,604
(495)
(483)
3,819
(977)
(4,081)
972
(617)
(1,862)
400
23
423
85
95
95
(5)
(8)
(120)
5
(128)
Currency
translation
differences
(13)
10
(97)
(14)
(172)
(1)
20
(267)
At 31
December
2015
(524)
(71)
4,308
(785)
(4,507)
1,081
(599)
(1,097)
(394)
(200)
3,107
(807)
(4,037)
912
(202)
(1,621)
(105)
(7)
770
161
67
75
(405)
556
86
(275)
(5)
(280)
(328)
(147)
(48)
(523)
Currency
translation
differences
4
(1)
(58)
(3)
36
(10)
38
6
At 31
December
2014
(495)
(483)
3,819
(977)
(4,081)
972
(617)
(1,862)
At
1 January
2015
Deferred tax assets (liabilities)
Investments
Land
Employee benefit obligations
Tax losses
Other
Net
1
(319)
345
2,598
(21)
2,604
At
1 January
2014
Deferred tax assets (liabilities)
Investments
Land
Employee benefit obligations
Tax losses
Other
Net
1
(319)
322
1,721
(21)
1,704
87
(4)
(10)
(1)
(15)
1
(319)
358
2,915
106
3,061
1
(319)
345
2,598
(21)
2,604
22
23
5,039
2,111
(61)
(292)
(102)
251
6,946
4,866
440
298
(5)
(192)
(378)
10
5,039
Interest-bearing liabilities
Note
Current
Overdrafts
Bill of exchange
Promissory notes
Short-term borrowings from
financial institutions
Packing credits
Liabilities under trust receipts
Total
Short-term borrowings from
joint ventures and
related company
88
Consolidated
financial statements
2015
2014
4,073
18,731
13,076
1,628
1,989
9,112
6
18,731
-
5
1,989
-
62,387
7,515
968
106,750
42,932
6,128
3,886
65,675
7,251
25,988
1,994
378
395
Note
Current portion of long-term debts
Long-term borrowings from
financial institutions
Debentures
Exchangeable Bonds
Liabilities under finance leases
Total
Consolidated
financial statements
2015
2014
13,865
6,060
10,794
5
30,724
8,427
5,000
6
13,433
616
6,060
6,676
616
5,000
5,616
Total current
137,852
79,503
32,664
7,610
Non-current
Long-term debts
Long-term borrowings from
financial institutions
and other companies
Debentures
Exchangeable Bonds
Liabilities under finance leases
Total
49,354
70,940
5
120,299
48,761
58,060
9,599
6
116,426
1,855
70,940
72,795
2,463
58,060
60,523
Total non-current
120,299
116,426
72,795
60,523
Grand total
258,151
195,929
105,459
68,133
42
Exchangeable Bonds
On 8 January 2014 the Board of Directors of C.P. Foods Holdings Limited (CPFH), a 100.00%
directly owned subsidiary, passed a resolution to approve CPFH to issue and offer USD 290 million
0.5% Exchangeable Bonds due 2019 (EBs). The EBs holders can exchange the EBs into a
pro rata share of the Exchange Property with a sponsor undertaking from the Company. The Exchange
Property, at the EBs issue date, initially comprised 180 million shares in CP ALL Public Company
Limited (CPALL Shares), which belong to CPFH and which were deposited with the Custody
Account with Merrill Lynch International (the Custodian or Merrill Lynch) pursuant to the details
set out in the Terms and Conditions of the EBs. Under the terms and conditions of the EBs, the EB
holders have the options to (1) exchange the EBs into CPALL Shares as held by CPFH, or (2) put the
EBs to CPFH on the date falling 2 years from the issue date of the EBs, or (3) hold the EBs until
maturity, whereby in the case of (2) and (3) CPFH will repay the EB holders in cash. In accordance
with the terms and conditions of the EBs, where the EB holders exercise the exchange right, CPFH has
the option to deliver CPALL Shares to the EB holders or redeem the EBs using cash of equivalent
market value of CPALL shares. The initial exchange ratio of EBs is 123,966.94 CPALL Shares for
each USD 200,000 principal amount of EBs (1 CPALL share equivalent to Baht 53.29 (rounded up) at
the exchange rate USD 1: Baht 33.03).
The issuance and offering of the EBs was completed on 15 January 2014 and the EBs were listed on
Singapore Exchange Securities Trading Limited on 16 January 2014.
As at 31 December 2015 the carrying amount of the EBs were USD 300 million or equivalent to Baht
10,794 million (2014: USD 292 million or equivalent to Baht 9,599 million). CPFH reclassified the
amount as current portion of long-term debts because the EBs was falling 2 years from the issue date
and the EB holders exercised their put options pursuant to the terms and conditions of EBs (see note 42
to financial statements).
89
233,732
184,253
95,308
64,822
22,320
2,099
258,151
10,137
1,539
195,929
10,151
105,459
3,311
68,133
The periods to maturity of interest-bearing liabilities, excluding liabilities under finance leases, as at 31
December 2015 and 2014 were as follows:
Consolidated
financial statements
2015
2014
137,847
74,113
46,181
258,141
32,664
32,855
39,940
105,459
79,498
83,671
32,748
195,917
7,610
33,023
27,500
68,133
The Group has secured interest-bearing liabilities as at 31 December 2015 totaling Baht 35,729 million
(2014: Baht 38,160 million). Value of assets used for secured interest-bearing liabilities totaled Baht
40,745 million (2014: Baht 45,321 million).
90
Borrowing
agreement
Approved credit
facilities
Facility 1
Every 6
months
for 5
years
Facility 2
Every 6
months
for 7
years
Interest rate
(% per annum)
Term of
payment
CPFI drewdown the above long-term borrowing facilities to pay for the shares of C.P. Pokphand
Company Limited (CPP) whose shares are listed in the Stock Exchange of Hong Kong.
CPFI must pledge CPP shares as collateral for the above borrowings and must comply with the
specific covenants such as to maintain debt to equity ratio not exceeding 1.5:1 etc.
As at 31 December 2015 CPFI pledged 5,545 million shares of CPP with a fair value of Baht 21,137
million.
91
Carrying amount
as at
31 December 2015
Interest rate
(% per annum)
Floating interest
rate at 3-month
BBA LIBOR
plus specified rate
Term of payment
1st installment:10% (36th
month after the first
drawdown date)
2nd installment: 10% (42th
month after the first
drawdown date)
3rd installment: 10% (48th
month after the first
drawdown date)
4th installment: 10% (54th
month after the first
drawdown date)
5th installment: 60% (60th
month after the first
drawdown date)
CPFI drewdown the above long-term borrowing facilities to finance investment and for general
corporate operations.
CPFI must pledge CPP shares as collateral for the above borrowing and must comply with the specific
covenants such as to maintain debt to equity ratio not exceeding 2:1 etc.
As at 31 December 2015 CPFI pledged 1,234 million shares of CPP with a fair value of Baht 4,705
million.
Debentures
Consolidated
financial statements
2015
2014
Debentures #1/2009
Debentures #2/2009
Debentures #1/2010
Debentures #2/2010
Debentures #1/2011
Debentures #2/2011
Debentures #1/2012*
Debentures #2/2012
Debentures #1/2013
Debentures #2/2013
Debentures #1/2015
Debentures #2/2015
Total
Less current portion
Net
*
5,000
10,000
6,000
6,060
15,000
6,000
10,000
12,000
6,940
77,000
(6,060)
70,940
3,000
1,000
1,000
5,000
10,000
6,000
6,060
15,000
6,000
10,000
63,060
(5,000)
58,060
3,000
1,000
1,000
5,000
10,000
6,000
6,060
15,000
6,000
10,000
63,060
(5,000)
58,060
93
The first series of Baht 2 billion with a term of 4 years and bearing interest at the fixed rate of
4.04% per annum
The second series of Baht 2.5 billion with a term of 6 years and bearing interest at the fixed rate of
4.54% per annum
The third series of Baht 5.5 billion with a term of 8 years and bearing interest at the fixed rate
of 4.90% per annum
The debentures have a credit rating of A+ rated by TRIS Rating Co., Ltd. on 29 July 2015 and were
registered with the Thai Bond Market Association on 2 August 2013.
94
The first series of Baht 6,500 million with the term of 5 years, bearing interest at the fixed rate of
3.21% per annum
The second series of Baht 5,500 million with the term of 8 years, bearing interest at the fixed rate
of 3.98% per annum
The debentures have a credit rating of A+ rated by TRIS Rating Co., Ltd. on 29 July 2015 and were
registered with the Thai Bond Market Association on 13 May 2015.
Debenture # 2/2015
On 29 July 2015 the Company issued Baht 6.94 billion unsubordinated and unsecured debentures in
registered name and without debenture holder representative. The debentures are divided into:
The first series of Baht 1,940 million with the term of 8 years, bearing interest at the fixed rate of
3.97% per annum
The second series of Baht 3,000 million with the term of 10 years, bearing interest at the fixed rate
of 4.28% per annum
The third series of Baht 2,000 million with the term of 12 years, bearing interest at the fixed rate
of 4.51% per annum.
The debentures have a credit rating of A+ rated by TRIS Rating Co., Ltd. on 29 July 2015 and were
registered with the Thai Bond Market Association on 29 July 2015.
In this regards, the Company must comply with the specific covenants of the above debentures such as
to maintain debt to equity ratio in the semi-annual and annual consolidated financial statements
through the terms of debentures, etc.
24
Note
Related parties
Other parties
Total
95
Consolidated
financial statements
2015
2014
3,537
24,485
28,022
5,181
20,451
25,632
297
1,300
1,597
25
22,831
19,208
1,443
1,535
4,548
567
37
39
28,022
5,997
369
8
50
25,632
78
1,521
62
1,597
96
721
(28)
624
(21)
693
603
6,551
7,244
6,082
6,685
1,969
1,969
1,894
1,894
Consolidated
financial statements
2015
2014
Defined benefit obligations at
1 January
Benefits paid by the plans
Current service costs and interest
Defined benefit plan actuarial (gains) losses
Business transfer
Other
Defined benefit obligations
at 31 December
Fair value of plan assets at 1 January
Expected return on plan assets
Contributions paid
Benefits paid by the plans
Currency translation differences
Fair value of plan assets at
31 December
6,706
(246)
719
94
(1)
6,307
(204)
687
(31)
(53)
1,894
(48)
191
(68)
-
1,762
(65)
197
-
7,272
6,706
1,969
1,894
21
1
21
(16)
1
42
1
21
(42)
(1)
28
21
Expenses or income recognised in the statement of income for the years ended 31 December 2015 and
2014 were as follows:
(Unit: Million Baht)
Separate
financial statements
2015
2014
Consolidated
financial statements
2015
2014
Current service costs
Interest costs
Expected return on plan assets
Total
469
250
(1)
718
426
261
(1)
686
120
71
191
123
74
197
Expenses classified by function were recognised in the statements of income for the years ended 31
December 2015 and 2014 as follows:
(Unit: Million Baht)
Separate
financial statements
2015
2014
Consolidated
financial statements
2015
2014
Cost of sales of goods
Selling expenses
Administrative expenses
Total
Actual return on plan assets
97
297
89
332
718
277
86
323
686
88
22
81
191
94
23
80
197
Consolidated
financial statements
2015
2014
Included in retained earnings:
At 1 January
Recognised during the year
At 31 December
(637)
(115)
(752)
(668)
31
(637)
(236)
(236)
(236)
(236)
Consolidated
financial statements
2015
2014
Discount rate
Future salary increases
1.25 - 10.70
2.00 - 8.00
1.75 - 9.10
2.00 - 8.00
4.20
4.00 - 8.00
4.20
4.00 - 8.00
Assumptions regarding future mortality are based on mortality tables of each country.
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding
other assumptions constant, would have affected the defined benefit obligation by the amounts shown
below.
Consolidated
financial statements
Increase
Decrease
98
685
(670)
(184)
243
213
(211)
Share capital
(Unit: Million Shares/Million Baht)
Consolidated financial statements/
Separate financial statements
Par value
2015
2014
Number
per share Number
Baht
of shares
Baht
(in Baht) of shares
27
Authorised
At 1 January
- ordinary shares
At 31 December
- ordinary shares
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
7,743
Treasury shares
Consolidated
financial statements
2015
2014
Ordinary shares of the Company held by
subsidiaries
1,135
1,135
At the Board of Directors meeting of the Company held on 25 August 2015, the Board of directors of
the Company resolved to approve the share repurchase program for financial management purpose in
accordance with the Section 66/1(2) of the Public Company Limited Act in the amount not exceeding
Baht 10,000 million. The number of ordinary shares to be repurchased is not exceeding 400 million
shares (par value of Baht 1 per share); equal to 5.17% of the total number of paid-up share capital of
the Company. In this regards, the Company shall repurchase its ordinary shares through the main
board of the Stock Exchange of Thailand during the period from 10 September 2015 to 9 March 2016.
The Board of Directors shall determine the share resale procedures after 6 months from the completion
date of share repurchase. However, the last date to resale such repurchase shares shall not be later than
9 March 2019.
As at 31 December 2015 the Company had not repurchased shares under the above Program.
28
Foreign exchange differences arise from translation of the financial statements of foreign
operations to Thai Baht.
(b)
Foreign exchange differences arise from translation of monetary items, which are part of the
Groups net investment in foreign operations and certain conditions are met.
100
Segment information
Segment information is based on the Groups management and internal financial reporting structure
which is regularly reviewed by the Groups Chief Operating Decision Maker in order to assess each
segments performance and to allocate resources to those segments.
Information about reportable segments
The Group comprises the following main segments:
Segment 1 : Livestock business
Segment 2 : Aquaculture business
Detail of the reportable segments financial information of the Group as at 31 December 2015 and
2014 and for the years then ended were as follows:
(Unit: Million Baht)
Consolidated financial statements
Livestock business
Aquaculture business
Total
2015
2014
2015
2014
2015
2014
Statements of income
Revenue from sale of goods
Operating profit
Central income
(expenses), net
Finance costs
Net foreign exchange
gains (losses)
Share of profit of associates
and joint ventures
Income tax expense
Profit for the year
Assets
Property, plant and
equipment and intangible
assets (excluded
goodwill), net
Central assets, net
Other assets
Total
358,517
17,247
120,425
357,889
22,172
94,791
101
62,838
476
32,310
68,150
(2,578)
33,025
421,355
17,723
426,039
19,594
5,350
(9,614)
2,674
(8,903)
1,348
(356)
5,221
(3,654)
16,374
4,869
(3,649)
14,229
152,735
1,379
340,149
494,263
127,816
1,360
287,588
416,764
:
:
:
:
:
Thailand
Asia
Europe
America
Other
Detail of the geographic segment financial information of the geographical area of the Group as at 31
December 2015 and 2014 and for the years then ended were as follows:
(Unit: Million Baht)
Consolidated financial statements
Property, plant and
equipment and
Revenue from
intangible assets
external
(excluded goodwill)
customers
and central assets
2015
2014
2015
2014
Thailand
Asia
Europe
America
Other
Total
140,589
241,560
33,336
4,177
1,693
421,355
148,284
235,084
35,749
5,847
1,075
426,039
57,124
81,490
15,418
37
45
154,114
55,521
65,599
7,963
34
59
129,176
30
Selling expenses
Consolidated
financial statements
2015
2014
Employee benefit expenses
Advertising and sale promotion expenses
Vehicle and traveling expenses
Transportation expenses
Office expenses
Depreciation and amortisation
Building and equipment rental fees
Other
Total
8,691
3,056
2,808
1,901
1,460
1,179
1,061
734
20,890
102
8,409
3,109
2,725
1,711
1,328
958
1,053
847
20,140
655
195
97
73
6
92
18
1,136
Administrative expenses
Consolidated
financial statements
2015
2014
Employee benefit expenses
Office expenses
Depreciation and amortisation
Vehicle and traveling expenses
Professional fees
Taxes, government and bank fees and other
Building and equipment rental fees
Public relationship expenses
Donation
Insurance premium
Other
Total
32
14,818
3,616
1,514
994
859
806
665
427
339
205
1,756
25,999
13,536
3,338
1,527
956
735
773
345
184
216
179
882
22,671
2,323
473
121
82
128
33
88
10
30
18
174
3,480
33
Expenses by nature
Consolidated
financial statements
2015
2014
Changes in inventories of finished goods,
work in progress and biological assets
Raw materials and consumables used
Employee benefit expenses
Factory and office expenses
Depreciation and amortisation
Transportation expenses
Building and equipment rental fees
Vehicle and traveling expenses
Advertising, public relationship
and sale promotion expenses
Taxes, government and bank fees
Professional fees
Others
Total cost of sales of goods, selling
expenses and administrative expenses
103
(2,549)
289,679
43,945
31,806
11,506
8,601
4,937
4,711
(2,592)
299,893
41,638
30,503
9,965
7,940
4,068
4,617
(575)
14,071
6,468
4,604
2,032
403
581
256
(38)
15,928
6,738
6,565
2,019
520
608
321
3,611
1,261
964
11,704
3,416
1,125
827
10,172
203
62
89
609
223
47
128
306
410,176
411,572
28,803
33,365
Finance costs
Consolidated
financial statements
2015
2014
Finance cost paid to:
Subsidiaries
Joint ventures
Related company
Other parties
Total
35
4
1
9,609
9,614
2
19
8,882
8,903
3
3,359
3,362
4,542
(246)
4,296
4,350
(145)
4,205
25
25
34
2
36
(56)
(586)
(642)
214
(770)
(556)
(145)
(327)
(472)
(23)
(877)
(900)
(447)
(864)
3,654
3,649
15
Before
tax
Fair value changes on
investments
Currency translation
differences
Defined benefit plan
actuarial gains (losses)
Total
(4,935)
1,663
(139)
(3,411)
104
(4,535)
1,377
1,663
(2,391)
(116)
(2,988)
36
(978)
(275)
(5)
(280)
1,102
(2,391)
31
(1,258)
Before
tax
Revaluation differences on
land transferred to
retained earnings
477
(95)
382
Surplus on common
control transaction
Before
tax
2015
Tax
(expense)
income
Net of
tax
Before
tax
77
(15)
62
105
2014
Tax
(expense)
income
-
Net of
Tax
-
0%
10%
20%
826
-
2,806
281
308
589
243
-
957
96
356
452
106
Other
5,400
1,080
(762)
14
332
4,661
932
(455)
20
497
10,996
1,934
1,059
(260)
2,733
12,018
2,485
380
(165)
2,700
Total
20,028
3,295
605
(246)
3,654
17,879
3,513
281
(145)
3,649
0%
2015
Accounting profit before income tax, net
Tax at the applicable tax rates
Tax effect of income and expenses that
are not taxable income or not
deductible in determining taxable
profit, net
Net
20%
(96)
-
2014
Accounting profit before income tax, net
Tax at the applicable tax rates
Tax effect of income and expenses that
are not taxable income or not
deductible in determining taxable
profit, net
Under provided in prior years
Net
(156)
-
Total
10,923
2,185
10,827
2,185
(2,632)
(447)
(2,632)
(447)
8,228
1,646
8,072
1,646
(2,512)
2
(864)
(2,512)
2
(864)
36
Promotional privileges
By virtue of the provisions of the Industrial Investment Promotion Act B.E. 2520, the Company and
certain local subsidiaries have been granted privileges by the Board of Investment relating to certain
feedmill operations, farming, breeding animals, processed foods and ready meals productions. The
privileges granted include:
(a)
an exemption from payment of import duty and tax on machinery as approved by the Board of
Investment;
(b)
an exemption from payment of corporate income tax on net profit of the promoted business for
certain periods and conditions as stipulated in the promotional certificates; and
107
a 50% reduction in the normal corporate income tax rate on the net profit derived from certain
operations for a period of 5 years commencing from the expiry dates in (b) above.
As a promoted business, the Company and the subsidiaries must comply with certain conditions and
restrictions provided for in the promotional certificates.
Revenue from promoted and non-promoted businesses of the Company for the years ended 31
December 2015 and 2014 were summarised as follows:
(Unit: Million Baht)
Promoted
businesses being
granted exemption of
corporate income tax
2015
2014
Local sales
Export sales
Total revenue from
sale of goods
Other income
Total revenues
Less costs and
expenses
Profit for the year
Total
2015
2014
4,747
118
4,295
190
17,049
2,762
17,650
4,763
21,796
2,880
21,945
4,953
4,865
4,865
4,485
1
4,486
19,811
18,545
38,356
22,413
17,900
40,313
24,676
18,545
43,221
26,898
17,901
44,799
(4,961)
(96)
(4,642)
(156)
(26,986)
11,370
(31,221)
9,092
(31,947)
11,274
(35,863)
8,936
Direct costs and expenses are charged to the related businesses as incurred. Indirect costs and
expenses are allocated to individual businesses based on revenues of each business.
37
11,059
10,562
11,274
8,936
7,743
(355)
7,388
7,743
(355)
7,388
7,743
7,743
7,743
7,743
1.50
1.43
1.46
1.15
Dividends
Details of dividends for the years ended 31 December 2015 and 2014 were as follows:
Rate
per
share
(Baht)
Number of
entitled
shares
(Shares)
2015
22 April 2015
0.10
7,742,941,932
774
22 April 2015
0.35
7,742,941,932
2,710
11 August 2015
0.03
7,742,941,932
232
11 August 2015
0.27
7,742,941,932
2,091
Approval date to
pay dividends
Total
Total
(in million Baht)
Source
Dividends received from
subsidiaries appropriated
from taxable profit which
were subject to 23%
corporate income tax
Dividends received from
subsidiaries appropriated
from taxable profit which
were subject to 20%
corporate income tax
Dividends received from
subsidiaries appropriated
from taxable profit which
were subject to 23%
corporate income tax
Dividends received from
subsidiaries appropriated
from taxable profit which
were subject to 20%
corporate income tax
5,807
2014
25 April 2014
0.20
7,742,941,932
1,549
25 April 2014
0.05
7,742,941,932
387
13 August 2014
0.30
7,742,941,932
2,323
Total
4,259
109
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 Groups risk management process to
ensure that an appropriate balance between risk and control is achieved.
Capital management
The objectives of the Groups capital management are to safeguard the Groups ability to continue
as a going concern in order to provide returns to the Groups shareholders and benefits to other
stakeholders. The management sets strategies to support the Groups operations for more efficiency,
and better performances and stronger financial status, including dividend and capital management
policies to maintain the optimal capital structure and cost of capital.
Interest rate risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of
the Groups operations and its cash flows. The Group manages the interest rate risk of financial
assets and financial liabilities by considering loan to or borrowing from including fixed and floating
rate depend on the market situation. However, the interest rates of interest-bearing liabilities of the
Group are mainly fixed rate. The Group had the interest rate swap agreements to manage exposure
to fluctuations in interest rates on the said liabilities upon the appropriation.
The average interest rates of loans receivable as at 31 December 2015 and 2014 and the periods in
which the loans receivable mature were as follows:
2015
Current
Short-term loans to subsidiaries
Current portion of long-term
loans to subsidiaries
Non Current
Long-term loans to subsidiaries
Total
2014
Current
Short-term loans to subsidiaries
Current portion of long-term
loans to subsidiaries
Non Current
Long-term loans to subsidiaries
Total
Average
interest
rates
(% per annum)
Within
1 year
7.39
10.00
33,936
387
33,936
387
5.33
34,323
22,980
22,980
22,980
57,303
7.50
19,733
19,733
7.38
120
120
5.37
19,853
16,837
16,837
16,837
36,690
110
After 1 year
but within
5 years
After
5 years
Total
Interest
rates
(% per annum)
2015
Overdrafts
Short-term borrowings from
financial institutions
Short-term borrowings from
joint ventures
Long-term borrowings from
financial institutions
Debentures
Finance lease liabilities
Total
2014
Overdrafts
Short-term borrowings from
financial institutions
Short-term borrowings from
joint ventures and
related company
Long-term borrowings from
financial institutions
and other companies
Debentures
Finance lease liabilities
Total
3.36 - 14.27
4,073
4,073
1.05 - 16.68
102,677
102,677
378
378
1.56 - 15.42
3.18 - 4.44
0.10 - 25.56
13,865
16,854
5
137,852
43,113
31,000
5
74,118
6,241
39,940
46,181
63,219
87,794
10
258,151
4.00 - 11.21
1,628
1,628
1.15 - 15.18
64,047
64,047
3.00 - 6.50
395
395
1.55 - 14.00
3.18 - 4.60
0.10 - 21.04
8,427
5,000
6
79,503
43,512
40,159
6
83,677
5,249
27,500
32,749
57,188
72,659
12
195,929
2.00
111
Interest
rates
(% per annum)
2015
Overdrafts
Short-term borrowings from
financial institutions
Long-term borrowings from
financial institutions
Debentures
Total
2014
Overdrafts
Short-term borrowings from
financial institutions
Long-term borrowings from
financial institutions
Debentures
Total
MOR
1.05 - 1.78
25,982
25,982
4.11
3.75 - 4.44
616
6,060
32,664
1,855
31,000
32,855
39,940
39,940
2,471
77,000
105,459
2.41 - 2.50
1,989
1,989
4.11
3.75 - 5.42
616
5,000
7,610
2,463
30,560
33,023
27,500
27,500
3,079
63,060
68,133
MOR
The Group has interest rate swap agreements with local financial institutions (counterparties). The
Group has or the counterparties have commitments to make payments for the differences between
the fixed interest rate and floating interest rate for each period.
As at 31 December 2015 the Group had long-term borrowings under interest rate swap agreements
totaling Baht 28,482 million (2014: Baht 29,775 million). The above average interest rates are interest rates
after adjusted with rates stipulated in the interest rate swap agreements.
As at 31 December 2015, the Group has the interest rate swap agreements with the financial institutions
to manage exposure of fluctuations in interest rates as follows:
1) The Company has entered into a cross currency and interest rate swap agreement with a
financial institution for debentures totaling Baht 6,060 million to be USD 200 million. The
Company has commitments to make payments for the fixed interest rate in USD for the
principal amount of USD 200 million and the counterparty has commitments to make payments
for the fixed interest rate in Baht for the principal amount of Baht 6,060 million.
2) The Company has entered into a cross currency and interest rate swap agreement with a
financial institution for long-term borrowings totaling USD 80 million to be Baht 2,466
million. The Company has commitments to make payments for the fixed interest rate in Baht for
the principal amount of Baht 2,466 million and the counterparty has commitments to make
payments in USD for the interest rate refer to USD-LIBOR-BBA for the principal amount of
USD 80 million.
3) A foreign subsidiary has entered into interest rate swap agreements with certain financial
institutions for long-term borrowings totaling USD 520 million (equivalent approximately to
Baht 18,747 million). The subsidiary has commitments to make payments for the fixed interest
rates under the terms and conditions of the agreements and the counterparty has commitments to
make payments for the interest rate refer to USD-LIBOR-BBA.
112
Foreign currency
Accounts receivable - trade and others
Foreign currencies
United States Dollar
Won
Singapore Dollar
Euro
Ruble
Yen
Swedish Krona
Australian Dollar
Rand
Renminbi
(Unit: Million)
Separate
financial statements
2015
2014
30
19,262
15
4
222
16
2
-
55
23,195
16
2
259
11
2
-
14
6,665
8
63
5
10
2
118
27
7,875
10
57
147
2
2
69
37
19,262
15
1
222
2
-
58
23,195
16
259
2
-
28
6,665
8
63
5
10
2
118
42
7,875
10
56
147
2
2
69
102
500
500
-
300
9
9
Currency forwards
113
Consolidated
financial statements
2015
2014
Foreign currency
(Unit: Million)
Separate
financial statements
2015
2014
385
1,503
200
953
200
1,703
200
953
Interest-bearing liabilities
Foreign currencies
United States Dollar
Euro
Currency forward
United States Dollar
618
53
203
310
39
100
280
80
100
100
126
14
122
160
2
122
182
9
29
241
3
29
2
1
-
2
1
-
22
11
6
1,557
5
1,424
12
13
2
3
78
21
12
742
14
3,216
18
12
2
3
5
39
79
-
7
1
41
382
-
495
5
56
1
28
4
32
1
248
-
6
-
Forecast sales
Currency forwards
Forecast purchases
Currency forwards
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or 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 reporting 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 at the reporting date.
However, due to the large number of parties comprising the Groups customer base, management does
not anticipate material losses from its debt collection.
114
996
851
851
18
17
17
762
77,000
10,794
548
82,677
10,873
548
82,677
10,873
Carrying
amount
31 December 2015
Financial assets
Forward contracts
Financial liabilities
Cross currency and
interest rate swaps
Debentures
728
654
654
764
77,000
665
82,677
665
82,677
115
40
4,704
3,054
7,758
5,455
6,743
12,198
16
69
85
3,166
8,201
10,706
22,073
2,688
6,569
9,327
18,584
229
204
12
445
The Group has lease agreements with non-related parties covering office premises including
facilities, land, farms, vehicles and others for periods of 1 to 50 years expiring in 2016 to 2058.
40.3 Other commitments
The Company had a Cooperative Technical agreement with Maejo University (the university)
whereby the university allowed the Company to use its land and constructions thereon in
developing shrimp ponds and as the research and training center. This agreement is effective
starting from 1 January 2013 to 31 December 2015. The Company has extended the agreement
for an additional period until 31 December 2018. Under the terms of the agreements, the Company
is committed to pay total annual compensation of Baht 2.2 million and to transfer the ownership of
the project property to the university at the expiration of the agreements. The net book value
of the Companys assets in respect to the agreement as at 31 December 2015 totaled Baht 33
million (2014: Baht 32 million).
116
41
Guarantees
As at 31 December 2015 certain foreign subsidiaries pledged their assets as collateral for their
borrowings from financial institutions as follows:
41.1 Ordinary shares of the following foreign subsidiaries:
(a) C.P. Pokphand Co., Ltd. totaling 6,779 million shares with a fair value of Baht 25,843
million (31 December 2014: 9,691 million ordinary shares with a fair value of Baht 35,374
million).
(b) Pravdinsk Pig Production Closed Joint Stock Company totaling 51,000 shares with a
carrying value of Baht 154 million (31 December 2014: 51,000 ordinary shares with a
carrying value of Baht 177 million).
(c) NNPP Limited Liability Company with an authorised share capital of Baht 238 million (31
December 2014: Baht 131 million).
41.2 Property, plant and equipment with net book value of Baht 9,788 million (31 December 2014:
Baht 6,046 million).
41.3 Current assets and non-current assets mainly comprising of inventories and net accounts receivable
and payable, with a carrying value of Baht 4,722 million (31 December 2014: Baht 3,409 million).
42
Topic
Presentation of Financial Statements
Inventories
Statement of Cash Flows
Accounting Policies, Changes in Accounting Estimates and Errors
Events After the Reporting Period
Income Taxes
Property, Plant and Equipment
Leases
Revenue
Employee Benefits
Accounting for Government Grants and Disclosure of Government
Assistance
The Effects of Changes in Foreign Exchange Rates
Borrowing Costs
Related Party Disclosures
Accounting and Reporting by Retirement Benefit Plans
Separate Financial Statements
Investments in Associates and Joint Ventures
Earnings Per Share
Interim Financial Reporting
Impairment of Assets
Provisions, Contingent Liabilities and Contingent Assets
Intangible Assets
Investment Property
Agriculture
Business Combinations
Non-current Assets Held for Sale and Discontinued Operations
Operating Segments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Government Assistance - No Specific Relation to Operating Activities
Operating Leases - Incentives
Income Taxes - Changes in the Tax Status of an Enterprise or its
Shareholders
Evaluating the Substance of Transactions in the Legal Form of a Lease
Revenue - Barter Transactions Involving Advertising Services
Intangible Assets - Web Site Costs
Changes in Existing Decommissioning, Restoration and Similar
Liabilities
Determining Whether an Arrangement Contains a Lease
Rights to Interests arising from Decommissioning, Restoration and
Environmental Rehabilitation Funds
118
Topic
Interim Financial Reporting and Impairment
Customer Loyalty Programmes
TAS 19 (revised 2015) Employee Benefits - The Limit on a Defined
Benefit Asset, Minimum Funding Requirements and their Interaction
Agreements for the Construction of Real Estate
Distributions of Non-cash Assets to Owners
Transfers of Assets from Customers
The impact of the adoption of such revised TFRS and interpretations from 1 January 2016 on the
Groups financial statements is still under consideration by management.
44
Reclassification of accounts
Certain accounts in the 2014 financial statements have been reclassified to conform to the presentation
in the 2015 financial statements as follows:
(Unit: Million Baht)
2014
Consolidated financial statement
Separate financial statement
Before
After
Before
After
reclassiReclassireclassireclassiReclassireclassification
fication
fication
fication
fication
fication
Statement of income
Selling expenses
Administrative expenses
Finance costs
Net foreign exchange losses
18,753
24,085
8,880
353
1,388
(1,414)
23
3
-
119
20,141
22,671
8,903
356
965
3,651
-
171
(171)
-
1,136
3,480
-