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Welcome to

“Bigger&Better” • Network of 221 stores across all formats as well as

115 shopping malls

throughout Thailand in 2011 • Over 23,000 staff committed to delivering maximum savings and total satisfaction in shopping and services to customers • Over 200 million baht in supporting youth education for the brighter future of Thai students

Vision of Big C

“To be the number 1 modern food retailer in Thailand by focusing on our customers”

Mission of Big C

“Every customer and staff is a member of the Big C Family” Founded in 1993, Big C Supercenter PCL (Big C) is one of Thailand’s leading consumer retail operators. Under the slogan of “More Than Just Low Prices”, the company proudly offers maximum savings and shopping satisfaction to consumers from all walks of life nationwide via Big C’s multi-format stores and a perfect combination of low prices, wide and complete selection of quality products, outstanding services and fun and pleasant shopping environment.

In 2011, Big C grew significantly

due to our organic development and acquisition of another hypermarket operation. Big C is now proud to employ over 23,000 staff nationwide. Big C operated a network of 221 stores comprising of 108 Big C Supercenters, 12 Big C Markets, 51 Mini Big C stores and 50 Pure Drugstores, along with 115 shopping malls, through its multi-format dual retail-property strategies.

Big C’s ultimate objective is to be a good corporate citizen who contributes to the betterment of each and every consumer’s quality of life while delivering total satisfaction to our customers, employees and shareholders.

In forging ahead towards our ultimate objective, Big C Supercenter attaches utmost importance to upholding our 4 company values: 1. We will always be the low-price leader and the best in customer service and customer benefits; 2. We will always stand ready to assist customers and Thai communities in everyway we can; 3. We will be an active and productive member of the community who brings long-lasting contributions, assistance and development to Thai communities nationwide; 4. Every staff is a member of the Big C family. We will develop, train and empower everyone to grow for the future together with Big C.


CONTENTS FINANCIAL HIGHLIGHTS

141

MESSAGE FROM THE CHAIRMAN

142

MESSAGE FROM THE CEO

143

HONORARY CHAIRMAN, BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

146

• Honorary Chairman and Board of Directors

147

• Executive Officers (EXCOM)

148

• Education & Working Experience of Directors and EXCOM

152

• Organization Chart

158

BUSINESS OF BIG C

144

Annual Report

2011

159

• Strategies for Driving Big C’s Business Operations

160

• The Competitive Situation

166

• Management

170

• Big C: Being More Than Just a Retailer

188


“Bigger&Better” BUSINESS ANALYSIS & REPORT

191

• Board of Directors Report

192

• Management Discussion and Analysis

193

• Risk Factors

196

• The Audit Committee’s Report

197

• Report of the Corporate Governance Committee

199

• Report of the Risk Management Committee

200

FINANCIAL DATA

201

• Report of Independent Auditor

202

• Summary of Financial Data Analysis

203

• Balance Sheets

205

• Income Statements

208

• Statements of Comprehensive Income

209

• Statements of Changes in Shareholders’ Equity

210

• Cash Flows Statements

214

• Notes to Consolidated Financial Statements

217

APPENDIX

257

• Summary of Transactions with Related Companies

258

• Major Shareholders

262

• Subsidiaries

263

• Big C Store Information in 2011

264

Annual Report

2011

145


Financial

Highlights 2009

(Unit: Million Baht) 2011

2010 (Restated)

(After acquisition)

Income Statement Sales

68,058

69,859

102,563

Cost of sales

63,796

60,602

87,325

Gross profit

4,262

9,257

15,238

12,530

6,350

11,078

Income before finance cost and corporate tax 

4,167

3,988

8,286

Net income of the parent

2,868

2,816

5,242

Total assets

36,698

39,533

90,726

Total Liabilities

17,765

19,438

67,206

Total shareholders’ equity

18,933

20,095

23,520

Rental, service and other Income

Balance sheet

(Unit: percent)

Financial ratio Gross profit margin

6.3

13.3

14.9

Net profit margin

3.6

3.7

4.6

Return on equity

15.8

14.4

24.0

Return on assets

7.8

7.4

8.0

Debt to equity ratio

0

0

1.6

Earnings per share (Baht)

3.6

3.5

6.5

2007 2008 2009 2010 (Restated) 2011 Net Income of the parent 2,502 2,851 2,868 2,816 5,260 EBIT

3,720

2007

3,974

2008

2007 2008 2009 2010 (Restated) 3,720 3,974 4,167 3,988 8,286

4,167

3,988

2009

2010 (Restated)

EBIT

2011

8,286

5,242 2,502

2011

2007

2,851

2,868

2008

2009

2,816

2010 (Restated)

2011

Net Income of the Parent

Annual Report

2011

141


Message from the

Chairman

Mr. Akani Thapthimthong Chairman As this is my first year as the Chairman of the Board, first and foremost, I wish to express, on behalf of the Board of Directors and the management of Big C Supercenter, a special appreciation and acknowledgement to Khun Suthichart Chirathiwat for the invaluable guidance that he has extended to Big C Supercenter and the Board of Directors throughout his 11 years as the Chairman of the Board. The growth and development that Big C Supercenter is enjoying today are due in large part to Khun Suthichart’s visionary guidance. His great contribution to Big C is truly appreciated by us all. Year 2011 has been an exciting year to say the least. As Big C forged ahead on our path to become the number one hypermarket operator in Thailand, we started the year by acquiring Carrefour’s Thailand operation which has catapulted Big C Supercenter to the co-leader position in Thailand’s hypermarket sector. Remarkably, we completed whole integration process within a record-time during the first 7 months of 2011. This enabled us to start extracting the benefits of this historical transaction ahead of schedule. We welcomed many new colleagues who are now contributing their vast knowledge and experience to the new Big C. To satisfy the varying needs and preferences of our existing and new customers, Big C strengthened our multi format offering by introducing two new stores formats – Big C Extra and Big C Jumbo hypermarkets – which have been well-received by both original and new customers. We are truly excited about the possibilities that these new formats will create in the future. The great flood in 2011 has also made evident the resilience of Big C’s management and staff. I wish to commend and extend my most sincere appreciation to the Big C family of employees who rose promptly and readily to the challenge. Despite difficulties in many aspects brought about by the flood, we planned, adapted and reacted quickly to pressing situations – with the ultimate goal of ensuring that the Thai consumers have guaranteed-access to crucial daily commodities and relief assistance during the most-needed time when almost everything in flooded areas were shut down. Big C managed to keep most flood-affected stores in operation,

142

Annual Report

2011

reestablish distribution centers and hubs in every region, reorganize supply chain and delivery systems in cooperation with its national and local suppliers – and, most importantly, take good care of flood-affected customers and staffs both inside our stores and in the communities at the same time. By doing so, Big C has become more than just a retailer for consumers. We have become the go-to place for refuge, medical treatment, emergency response and, most important of all, a place where customers can be assured that someone is standing by their side ready to do whatever we can to help them get through the crisis together. Throughout the tough and challenging period of the flood, it was heartwarming to see Big C Supercenter standing side-by-side with the communities and peoples all around the nation. Together we stand. Today, all members of the new Big C have proven clearly that with their determination, hard work and resilience, we can together transform Big C into a new and stronger version of itself. We are confident that Big C is ready and fully equipped with what it takes to achieve our goal of becoming the leader of Thai hypermarket sector and a major retailer in the region. We wish to express our gratitude to our business partners, suppliers and shareholders for their valuable support to Big C and are counting on their continued support as Big C strides forward towards becoming the leader of Thailand’s hypermarket industry and retailer of choice for Thai consumers nationwide.

Yours sincerely,

Mr. Akani Thapthimthong Chairman of the Board


Message from the

CEO

Mr. Yves Bernard Braibant CEO and President There is no phrase that could better describe the transformation that Big C went through in 2011 than the phrase “Bigger and Better” – the overall theme of Big C Supercenter’s 2011 annual report. We are much bigger than we were just a year ago. At the beginning of 2011, Big C took a largest step in store expansion by acquiring Carrefour’s Thailand operations -- adding 34 hypermarkets, 8 supermarkets, and 1 convenience store to our existing store network. This move catapulted us to a co-leader position in Thai hypermarket sector. Carrefour acquisition effectively doubled the number of our stores in Bangkok, giving us the access to inner city and its resilient consumer spending. It also made us the leader in terms of number of hypermarkets in many of Thailand’s major tourist destinations, such as Bangkok, Chiang Mai, and Pattaya. With this acquisition we also extended our target customer group to cover everyone from high to low income segments. This newly achieved larger scale placed us in much stronger position which is evident from the successful extraction of synergies that we achieved during 2011. Integration is never an easy task. Thanks to all the hard work of the Big C team, we completed the integration in a record-time of 7 months. Since then, Big C has grown, evolved and exhibited successful performance in all areas. We also continued our organic growth by opening 3 hypermarkets, 2 Big C Markets, 37 Mini Big C’s, and 21 Pure drugstores during the year. However, 2011 was not just tail winds. The flood crisis during September to December hit us hard. At the height of the crisis, Big C had to close 5 hypermarkets, 15 Mini Big Cs, 1 Pure standalone store -- and all 4 distribution centers. Once again Big C team demonstrated its ability to react quickly. We moved our distribution center operations to 7 temporary sites and asked our suppliers to deliver goods directly to our stores when possible. When faced with supply disruptions, we searched and found alternative suppliers and in some cases even imported much needed products such as drinking water and noodles. After the floods started to subside, we began resuming the operations of closed stores and distribution centers. We were able to reopen all hypermarkets and most of the smaller store formats by the end of 2011. Thanks to our insurance policy, all flood-related damages and business interruption was fully covered and Big C’s profitability remained intact. Big C’s impressive 2011 performance is the direct result of the dedication and hard work of the Big C Team – which is to be highly 1 2

page 162 page 164

commended. Our sales increased 46.8% from 70 billion baht to 102.6 billion baht. Our rental income grew an impressive 66.3% from 4.2 billion baht to 7.0 billion baht. The quick and efficient integration of Carrefour (Thailand) brought forward the planned synergies. We delivered 1.7 billion baht of synergies during 2011 – an impressive 141.7% of the original target of 1.2 billion on year 2013. The effects of these synergies are clearly visible in the impressive gross profit margin increase from 13.3% in 2010 to 14.9% in 2011. Looking forward, Big C is building on the momentum and positive spirits earned in 2011. We remain committed to our vision of becoming the number one food retailer in Thailand by focusing on our customers. We will do so by: Accelerating the opening of new stores across different formats • while at the same time continue to develop both existing and new store formats such as Pure drugstore and Big C Jumbo; Maximizing the benefit of our dual retail-property model by • opening shopping center next to every new Big C Supercenter 1

and Big C Market, and by optimizing existing rental space with Alcudia renovation;2 Strengthening our relations with all stakeholders including customers, shareholders, business partners, suppliers, government authorities and non-governmental organizations; Exploring the possibility of expanding into neighboring markets.

• •

The success and future of Big C Supercenter depends on the full support of our esteemed customer, shareholder, business partner, supplier -- as well as every member of the Big C Team. I wish to extend to all of you, once again, my great appreciation for the crucial support you have all extended to Big C throughout the years. I thank you in advance for your great support in forging ahead towards our shared vision. Together we will make 2012 the greatest year ever for all of us. Yours sincerely,

Mr. Yves Bernard Braibant CEO and President Big C Supercenter PCL

Annual Report

2011

143


Honorary Chairman Board of Directors and Executive Officers

146

Annual Report

2011


Honorary Chairman and Board of Directors

Mr. Vanchai Chirathivat Honorary Chairman

Mr. Akani Thapthimthong Chairman of the Board

Mr. Strasser Arnaud Daniel Charles Walter Joachim Director

Mr. Praphan Eamrungroj Director

Mr. Suttiluk Samranyoo Independent Director

Mr. Yves Bernard Braibant Director, Chief Executive Officer & President

Mr. Pedro Antonio Arias Douce Director

Mr. Jacques Dominique Ehrmann Director

Mr. Sudhitham Chirathivat Director

Mr. Guillaume Pierre Antoine Marin Humbert Director

Mr. Ulisses Kameyama Director

Mr. Nontaphon Nimsomboon Independent Director, Chairman of Corporate, Governance Committee

Mr. Paitoon Taveebhol Independent Director, Chairman of Audit Committee

Dr. Chiradet Ousawat Ph. D. Independent Director, Member of Audit Committee

Annual Report

2011

147


Executive

Officers (EXCOM)

Mr. Yves Bernard Braibant Chief Executive Officer & President

148

Annual Report

2011


Mr. Praphan Eamrungroj Executive Vice President, Properties Mr. Stephen Joseph Camilleri Vice President, Human Resources

Mr.Philippe Prejent Vice President, Operations

Ms. Rumpa Kumhomreun CFO & Vice President, Accounting & Finance

Annual Report

2011

149


Executive

Officers (EXCOM)

Mr. Greg O’ Shea Vice President, Supply Chain Management

Mr. Alex Morgan Vice President, Merchandise Control

Mr. Emmanuel Couronne Senior Vice President, Merchandise

150

Annual Report

2011

Sarinthip Satitsatien, PhD Vice President, Business Development


Mr. Regis, Philippe Prigent Vice President, Marketing & Communications

Mr. Bruno Jousselin Vice President, General Merchandise

Mr. Prawet Prungtangkij Vice President, MIS

Mr. Ian Longden Senior Vice President, Small Store Format

Annual Report

2011

151


Education and Working Experience of

Directors and Executive Officers Mr. Vanchai Chirathivat

Honorary Chairman

Education  Honorary Doctorate Degree (Philosophy), Ramkamhaeng University Commander  Third Class Commander of The Most Exalted Order of the White Elephant (Kingdom of Thailand) % holding in Company : None % holding in Company : 0.03

Experience  Chairman, Central Group of Companies  Chairman, Central Department Store Co., Ltd.  Chairman, Central Trading Co., Ltd.  President, Central Plaza Hotel PLC.  Permanent Honorary President, Ethics and Morals Foundation  Director, Board of Commercial Investment Thailand-China

Mr. Akani Thapthimthong Chairman of the Board Education  BA in Political Science and Philosophy from Queen’s University of Belfast, Northern Ireland  MBA London Business School, London Relationship between Management : None % holding in Company : None

Mr. Pedro Antonio Arias Douce

Experience  Consultant to Goldman Sachs in Thailand - Deputy Group Finance Manager  Goldman Sachs Asia – Executive Director, focusing on expanding private client services in the region and working closely with Investment Banking Division in Thailand

Director

Education  ESSEC Business School and in Law University PARIS V (Rene’ Descartes), France Relationship between Management : None % holding in Company : None

Experience  Rothschild & Cie (Paris) in origination and Execution of M&A cross-border and domestic transactions (Real Estate, Business Services and Debt Restructuring)

Mr. Jacques Dominique Ehrmann Director Education  HEC Relationship between Management : None % holding in Company : None

Mr. Praphan Eamrungroj

Director / Executive Vice President, Properties

Education  MBA, Thammasat University, Thailand  MS, Engineering, AIT, Thailand Relationship between Management : None % holding in Company : None 152

Annual Report

2011

Experience  Chief Real Estate and Development Officer

Experience  Vice President, GE-Goldman AMC, Thailand  Executive Director, First Pacific Land, Thailand


Mr. Strasser Arnaud Daniel Charles Walter Joachim Education  E.N.A. (High School of Civil Services)  School of HEC (Hautes Etudes Commerciales)  School of the “Institut d’ Etudes Potiques de Paris” Relationship between Management : None % holding in Company : None

Mr. Suttiluk Samranyoo

Director

Experience  Director of Corporate Development and Holdings, Groupe Casino, France  Member of the Management Board, Groupe Casino, France  Advisor to the Chairman, in charge of International Development, Groupe Casino, France

Independent Director

Education  Master of Science, THE AMERICAN UNIVERSITY, USA  Bachelor of Statistics, Faculty of Commerce and Accountancy, CHULALONGKORN UNIVERSITY Relationship between Management : None % holding in Company : None

Mr. Sudhitham Chirathivat

Experience  Deputy Managing Director, Thai Nakorn Pattana Co., Ltd.  Country Director: Silverlake (Thailand) Co., Ltd.  Country Manager: Fiserv (ASPAC) Ptd (Singapore), SINGAPORE  Vice President: Wall Street Finance & Securities Public Company Limited  Assistant Vice President: Wall Street Finance & Securities Public Company Limited  Manager: Wall Street Finance & Securities Public Company Limited  SEP Project Analyst: ESSO Standard (Thailand) Co., Ltd.

Director

Education  M.B.A. (Operation Research), Iona University, New York, U.S.A.  B.A. (Electrical Engineering), University of Maryland (College Park), U.S.A.  National Defense College, The Joint State-Private Sectors Course, Class 13 Training  Director Certification Program (DCP) year 2003 from Thai Institute of Directors (IOD) Relationship between Management : None % holding in Company : 0.26

Experience  Executive Chairman, Central Group of Companies Co., Ltd.  Managing Director and Chief Executive Officer, Central Pattana Plc.  Executive Vice President / President – Store Planning, Marketing, and Business Development / Vice president – Marketing, and Merchandising, Central Department Store Co., Ltd.  Chairman, Coffee Partners Co., Ltd. (Starbucks – Thailand)  Vice Chairman, Robinson Department Store Plc.  Director, Central Plaza Hotel Plc.  Independent Director, Jasmine International Public Company Limited  Director, Central Holding Co., Ltd.  Director, The Vintage Club Co., Ltd.  Member, The National Legislative Assembly Thailand  Advisory, The Ministry of Commerce  Director, The Thai Chamber of Commerce  President, Rotary Club of Bangkhen Annual Report

2011

153


Mr. Guillaume, Pierre, Antoine, Marin, Humbert Education  Toulouse Graduate School of Management, France Relationship between Management : None % holding in Company : None

Mr. Yves Bernard Braibant

Mr. Nontaphon Nimsomboon

2011

Experience  Director Corporate Development and Holdings, the Groupe Casino, France  Brazil Telecom, Business Development Director  NM Rothschild & Sons, Director M&A

Independent Director / Chairman of Corporate Governance Committee

Education  Doctor of Accountancy (Honorary), Thammasat University  MBA, Accounting, University of Iowa, U.S.A.  BBA., BA-accounting (2nd Class Honors), Thammasat University  Certified Public Accounting (Thailand) Training  Director Accreditation Program (DAP) 4/2003 from Thai Institute of Directors (IOD) Relationship between Management : None % holding in Company : None

Annual Report

Experience  Chief Executive Officer, Libertad, Argentina

Director

Education :  Universidade Federal do Rio de Janeiro - Brazil Relationship between Management : None % holding in Company : None

154

Experience  Senior Vice President, Corporate Finance, Groupe Casino, France  CFO of Real Estate Investment Trust Fonciere des Regions, Paris  Credit Agricole Corporate and Investment Bank, Milan, New York and Paris  BHP Billiton, Johannesburg

Director / Chief Executive Officer & President

Education  Business School, Lyon, France  MBA International-Business Management, University of Lindenwood, St. Charles, USA  Certificate EM, Lyon, France,  Certificate I.M.D., Switzerland Relationship between Management : None % holding in Company : None

Mr. Ulisses Kameyama

Director

Experience  Chairman of the Board of Directors, AMC International Consulting Co., Ltd.  Member of the Court of Directors, the Bank of Thailand  Chairman of the Audit Committee, the Bank of Thailand  Auditor General, The Office of the Auditor General of Thailand  President, the Institute of the Certified Accountants and Auditors of Thailand


Mr. Paitoon Taveebhol

Independent Director / Chairman of Audit Committee / Member of Corporate Governance Committee Education  B.A. (Accounting), Ramkhamhaeng University  MBA, Kasetsart University  Certificate in Auditing, Thammasat University Training  Monitoring the Internal Audit Function (MIA), Monitoring the System of Internal Control and Risk Management (MIR), Monitoring the Quality of Financial Reporting (MFR) and Role of the Compensation Committee (RCC) year 2010 from Thai Institute of Directors  Monitoring Fraud Risk Management (MFM) year 2009 from Thai Institute of Directors  Chartered Director Class (R-CDC) year 2008 from Thai Institute of Directors  Audit Committee Program (ACP) and Role of Chairman Program (RCP) year 2005 from Thai Institute of Directors  Director Certification Program (DCP) and Director Accreditation Program (DAP) year 2005 from Thai Institute of Directors Relationship between Management : None % holding in Company : None

Dr. Chiradet Ousawat, Ph.D.

Independent Director / Member of Audit Committee

Education  Doctor’s Degree, Ph.D. Decision Sciences (Production and Operations Management), University of Oregon, USA.  Master’s Degree, MBA Decision Sciences 1982, University of Oregon, USA  Master’s Degree, M.Sc. (Industrial Engineering) 1974, Lehigh University, Pennsylvania, USA  Bachelor’s Degree, Engineering 1971, Chulalongkorn University of Thailand Relationship between Management : None % holding in Company : 3,000 shares

Mr. Philippe Prejent

Experience  Independent Director, Chairman of Audit Committee, Chairman of Risk Management Committee, Central Pattana Plc.  Managing Director, Arthur Andersen Business Advisory Ltd.  Director, Executive Director, SGV-Na Thalang Co., Ltd.  2003 - 2005 – Managing Director, BT Business Consulting Co., Ltd.  1998 – 2000 – Vice President, Council Member, The Institute of Internal Auditors of Thailand  1991 – 2005 – President, Secretary General, The ASEAN Federation of Accountants  1991 – 2003 – Vice President, Council Member, The Institute of Certified Accountants and Auditors of Thailand  Independent Director, Chairman of the Nomination and Remuneration Committee, Audit and CG Committee Member, Somboon Advance Technology Plc.

Experience  President, University of the Thai Chamber of Commerce  Vice President, Planning and Development Division, Huachiew Chalermprakiet University  Director, EMC Public Company Limited  Chairman of Managing Director, Thai Gypsum Production Public Company Limited

Vice President, Operations

Education  BTS Hotel Management, France Relationship between Management : None % holding in Company : None

Experience :  COO (Chief Operation Officer) Hypermart : Indonesia for Matahari – Food Business  15 years in Carrefour France and 12 years in Asia - Carrefour

Annual Report

2011

155


Ms. Rumpa Kumhomreun

CFO and Vice President, Accounting and Finance / Member of Corporate Governance Committee / Secretary to the Board, Secretary to the Corporate Governance Committee, Secretary to the Company Education  MBA, Thammasat University, Thailand  Certified Public Accountant, Thailand Relationship between Management : None % holding in Company : None

Mr. Stephen Joseph Camilleri

Vice President, Human Resources

Education  Master of Education Degree (Specializing in Audit and Continuing Professional Education), University of New South Wales, Sydney Australia  Graduate Diploma in Audit Education, University of Technology, Sydney Australia  Bachelor of Arts Degree, University of Sydney, Sydney Australia Relationship between Management : None % holding in Company : None

Mr. Emmanuel Couronne

Mr. Regis Philippe Prigent

2011

Experience  Director, Tesco-Express, China  Director, Tesco-Express & Supermarket, Thailand

Vice President, Marketing and Communications

Education  Master Business Management, Universite de Bretagne Occidentale (France) Relationship between Management : None % holding in Company : None

Annual Report

Experience  Managing Director, Snair & Socemas Reunies, France

Senior Vice President, Small Store Format

Education  A’Level, Ashville College, United Kingdom Relationship between Management : None % holding in Company : None

156

Experience  Associate Director, PricewaterhouseCoopers FAS Ltd.  Director, Human Resources and Organization Development, Destination Properties Group

Senior Vice President, Merchandise

Education  MBA, European Business Institute, Paris, France Relationship between Management : None % holding in Company : None

Mr. Ian Longden

Experience  Accounting Director, Seagate Technology (Thailand) Ltd.  Accounting Manager, National Starch & Chemical (Thailand) Ltd.

Experience  Marketing Director, Big C Vietnam  More than 11 years working experience in Asia modern trade


Mr. Greg O’Shea

Vice President, Supply Chain Management

Education  Victorian Certificate of Education (Economics & Politics)  De la Salle, Melbourne, Australia Relationship between Management : None % holding in Company : None

Mr. Prawet Prungtangkij

Vice President, MIS

Education  Computer Science, Chulalongkorn University, Thailand  BA, Political Science, Ramkamhaeng University, Thailand Relationship between Management : None % holding in Company : None

Sarinthip Satitsatien, PhD

Experience  Senior Manager, Information System Division, Siam Makro Public Co., Ltd., Thailand

Vice President, Business Development

Education  Ph.D., Industrial Engineering, University of Washington, Seattle, USA  MS, Industrial Engineering, University of Washington, Seattle, USA Relationship between Management : None % holding in Company : None

Mr. Alex Morgan

Experience  Country General Manager, TOLL Integrated Logistics Malaysia, TOLL - ZARI Haulage Sdn. Bhd. and TOLL Fleet Equipment

Experience  Lecturer, Industrial Engineering, King Mongkut’s University of Technology at Thonburi, Thailand  Managing Director, KCS Advertising Co., Ltd, Thailand  Managing Director / Partner, PNH Distribution Co., Ltd , Phnom Penh, Cambodia

Vice President, Merchandise Control

Education  MA, Human Geography, University of Leeds, UK  BA, Geography and Management Studies, University of Leeds, UK Relationship between Management : None % holding in Company : None

Mr. Bruno Jousselin

Experience  Trading Director, Electrical & New Technology, TESCO Group PLC., TESCO Lotus (Thailand)  Vice President, Hard Lines, TESCO Lotus (Thailand)

Vice President, General Merchandise

Education  MBA, Marketing and Management Institut de Recherche et d’ Actions Commercials, Paris, France Relationship between Management : None % holding in Company : None

Experience  Director, Hard Goods Business Model Development Carrefour Group, Paris, France  More than 11 years of retail business in Asia

Annual Report

2011

157


Organization Chart

CEO & PRESIDENT Mr. Yves Bernard Braibant

CFO & VP ACCOUNTING & FINANCE

VP MIS

158

Annual Report

2011

S VP MERCHANDISE

VP GENERAL MERCHANDISE

VP HUMAN RESOURCES

VP MERCHANDISE CONTROL

EVP PROPERTIES

VP SUPPLY CHAIN MANAGEMENT

VP OPERATIONS

VP MARKETING & COMMUNICATIONS

SVP SMALL STORE FORMAT

VP BUSINESS DEVELOPMENT

INTERNAL AUDIT


Business of Big C

Annual Report

2011

159


Strategies for Driving

Big C’s Business Operations Year 2011 was full of exciting opportunities and developments for Big C. The acquisition of Carrefour (Thailand) at the beginning of 2011 leapfrogged Big C to a co-leader position in Thailand’s retail industry. The combined pool of talents from Big C and Carrefour together built up strong momentum for the new Big C – driving the integration process forward to a speedy completion and allowing us to accelerate the capturing of synergies. By the end of 2011, we exceeded our synergy target for year 2013 by 1.4 times. Comparing to 2010, we are now “Bigger and Better”. Nevertheless, we will continue to push forward towards our vision of becoming the leading modern food retailer in Thailand. We will continue to expand through our wide variety of formats – and are especially excited about the prospects and opportunities to grow the network of our smaller store formats. With the acquisition, Big C is now able to answer to the needs and preferences of all customer segments. To best deliver total shopping satisfaction and maximum value to our wide-ranging customers, Big C is using a multi-faceted strategy to pave way towards achieving our goal. This includes:

Customer Centric Focus Since the establishment of Big C Supercenter, customers have always been our highest priority and the center of our focus. Our commitment to deliver “More Than Just Low Price” to our customers has led Big C’s “Customer Centric Focus” to evolve and develop over the 18 years of our operation. Big C’s Customer Centric Focus rests on the five main pillars as follow: 1) Low Price Leader

Big C has a longstanding philosophy and commitment to deliver maximum savings to our customers via low price items. We are proud to be the low-price leader of Thailand’s retail industry and are committed to improve and evolve. Our “Check Price Tuk Sure” lowest-price guaranteed campaign offers our customers peace-of-mind that the daily “price-checked” items are guaranteed to be cheapest in the market.

Beyond low prices, Big C also conducted consistent, strong and aggressive promotions to deliver additional value for money and fun shopping experience to our customers throughout the year. 2) Complete Assortment

Big C’s expert merchandise teams continuously search and expand our network to acquire quality products from over 4,000 domestic and international suppliers to fulfill the need and preference of all customer segments. As a result, Big C carries over 80,000 SKUs of products with price ranging from opening price point to premium high-end items in every product category. For example, customers can choose from Big C’s “Happy Baht” opening price point items to Big C quality house brand (such as Big C Delight, Big C Advance and Big C Care) and imported upscale products such as the “Casino Brand” from France. Big C’s merchandise is divided into five basic categories: • Fresh Food meats, seafood, fresh fruits and vegetables (both ready to cook and ready to eat), frozen food, baked goods, and various herbs and spices. • Dry Food seasonings and condiments, beverages (both soft drinks and liquor), snack foods, personal items, cleaning suppliers, and pet food and accessories.

• Clothing and Accessories men’s, women’s, children’s and infant’s clothing, and shoes as well as cosmetics.

• Electrical Appliances a wide range of electrical appliances including white goods, kitchen appliances, home entertainment equipment, tapes, CDs, plus automobile and motorcycle accessories, and home improvement and maintenance tools and supplies. • Home Decor and Accessories furniture, kitchenware, plastic storage items and utensils, decorative items, sporting goods and toys. SALES MIX

BIG C Standalone 2010 10.4% 9.5% 16.2%

10.9% 9.9% 54.9%

9.1%

Dry Goods Fresh Food Electrical Appliances 160

Annual Report

2011

BIG C + Carrefour 2011

16.3%

53.5%

9.4%

Home Decor and Accessories Clothing and Accessories


3) Quality Focus

Apart from low prices, Big C also places great emphasis on selecting quality products and offering freshness and satisfaction guarantee to our customers. Through Big C’s “Jud Tem Duay Jai” total satisfaction guarantee campaign, customers are able to return any product bought from Big C if the product does not meet their expectations. This campaign has earned loyalty and repeated traffic among Big C customers. 4) Enhanced Service

Big C always strives to enhance our services to be the destination of choice for “one-stop-shopping” for the whole family and to be “more than just a retailer”. Big C’s employees, which has grew to over 23,000 after the acquisition in 2011, are trained to be enthusiastic, friendly, eager to go beyond their normal mandates to create customers satisfaction. They have been instilled a sense of community that customers are their “extended families” and encouraged to do their best to be of service to customers in every way they can – both in happy and trying times.

Multi format expansion One of the key elements towards Big C’s success is the ability and flexibility to capture all customer segments by answering to their different and ever-changing needs and preferences and being as close as possible to the customers. With this in mind, Big C has introduced new stores concepts such as Big C Extra, Big C Jumbo and standalone Pure Drugstore. The multi-format expansion enables Big C to be there when our customers go grocery shopping, be it major weekly food shopping trip or a walk to a neighborhood store for a top-up shopping. Through this, Big C will have better and greater reach to our customers -- and customers can expect the same maximum value for money and outstanding service regardless of which store format they do their shopping.

Examples of the vast range of services offered at Big C start from shopping facilitator, complimentary box-packing service and bilingual staff to vehicle registration renewal, marriage license certification and many more. We also bring our services to our customers’ doorsteps. The “Big C Shopping Online” website enables customers to order products online and either pick them up at Big C stores or have the products delivered and bill collected at their residents or companies. 5) Build Relationship

Big Card, Big C’s loyalty program, reached 6.5 million members in 2011 and is growing constantly. This is the result of constant development in Big Card’s benefits and convenience that it offers to the members. Big Card members enjoy instant cash coupons without having to collect or redeem points. They also enjoy discounted member prices offered weekly. Big Card Members’ sale contributions have increased from 25% of total sales in 2009 to over 60% at the end of 2011.

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The details of our store formats are: Hypermarket

We have currently three hypermarket formats: 1) Big C Supercenter 2) Big C Extra and 3) Big C Jumbo

Big C Supercenter Is a traditional hypermarket format targeting mid to low income customer segments offering maximum value through combination of low prices, wide selection of goods and services, clean and efficient shopping environment, and outstanding service. Big C Extra Is our new hypermarket format introduced in 2011. It is targeting mid to high income customer segments by offering wider range of premium and organic fresh and dry food items, as well as wide selection of imported products, including Casino private label products, technology gadgets, wine and many more “extra” products and services than Big C Supercenter – while keeping Big C’s signature low prices. Together these two hypermarket formats are our largest stores offering over 100,000 SKUs of consumer goods and food items. Their sizes vary from 4,000 to 12,000 sqm and the sales mix of these stores is approximately 60% food and 40% non-food items. After the Carrefour acquisition, our hypermarket locations are distributed evenly between greater Bangkok and upcountry. In 2011, we have 92 Big C Supercenter and 15 Big C Extra stores.

Big C Jumbo The third hypermarket format, is Big C’s new membership warehouse format that offers "all under one roof solution" not only to professional customers such as hotels, restaurants and caterers (HORECA), but also small and medium-size retailers, companies and institutions, as well as households who buy in large volumes. The first Big C Jumbo concept store was opened in December 2011. This concept store has the sale area of 10,000 sqm and carries 12,000 to 15,000 SKUs. Sales mix of this store is approximately 80% food and 20% non-food items. At the end of 2011 we have 1 Big C Jumbo format store. A “Jumbo Station”, a smaller version of Big C Jumbo, is also implanted into our Pattaya branch. Supermarket

Big C Market Our supermarket format, offers a same price-leader pricing and promotions as our hypermarkets. These stores have smaller selling area of 750 to 2,000 sqm and carry lesser number of items averaging 15,000 SKUs. The relatively smaller size of Big C Market enables Big C to penetrate the areas that are not in the main district of a province – bringing savings and convenience to customers in the outskirts. Sales mix of Big C Market stores is approximately 80% food and 20% non-food items. In 2011, we have 12 Big C Market format stores in Greater Bangkok and northern, central and southern provinces.

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Convenience Stores

Mini Big C Is our smallest and proximity format that allows us to reach customer base nationwide to deliver maximum shopping convenience and value for money to our customers. Mini Big C carries up to 3,200 SKUs and offers the same promotions as our larger store formats but is smaller in size – averaging 160 sqm per store. Unlike traditional convenience stores, Mini Big C also offers fresh food items -- making it an ideal place for top-up shopping. Sales mix of Mini Big Cs is approximately 90% food, including fresh food, and 10% non-food items. During 2011, we opened 37 Mini Big Cs and now have 51 Mini Big C format stores. Pure Is our pharmacy format carrying health, beauty and wellness products. The store is approximately 45 sqm and offer 1,700 SKUs ranging from pharmaceutical to cosmetic products. While most of the current Pure stores are implanted into existing Big C hypermarkets and markets, Big C also started to roll-out Pure standalone format stores in 2011. Big C aims to place future Pure standalone stores close to Mini Big C stores. We are also currently working on obtaining Thai FDA drug store accreditation to our pharmacies. During 2011, Big C opened 21 Pure stores and have 51 Pure format stores at the end of the year.

Dual retail-property model Since the beginning, Big C has always strived to build a shopping mall with every new Big C Supercenter and Big C Market. The wide-ranging services and products offered by vendors and tenants at Big C’s rental space, inside and outside a store, are vital to making a Big C store an attractive one-stop shopping destination. The size of shopping malls varies depending on store format and location. Tenant occupancy rates have been traditionally high and at the year end 2011 was 95%. As such, apart from drawing traffic to stores, rental space is also an important part of Big C’s revenues. During 2011, Big C opened 5 new shopping malls with a total space of 13,700 sqm. At the end of the year, Big C has 115 shopping malls with a total space of 684,000 sqm. Tenants’ Composition

Our tenants mix can be classified into five categories based on lease terms and types of business. Commercial Retail Unit Consisting of mainly well-known brand name apparels, restaurants and cafes, banks and major chains, commercial retail unit tenants help enhance the image and product varieties of Big C shopping centers. Their lease terms are usually medium term of 3 years. Annual Report

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Junior Anchor Consisting of large-scale tenants such as home improvement stores, cinemas and IT mall, junior anchor tenants help satisfy customers’ need beyond what can be found at Big C. They play an important role in drawing additional traffic to our stores and making our shopping centers a one-stop shopping destinations for customers. They hold long-term leases, ranging from 3 to 15 years. Food court All Big C shopping malls feature food courts where customers can find a variety of food and beverages at low prices. Lease term to food court vendors is 1 year Big Bazaar Big Bazaar tenants are small stores that sell wide range of items including fashion, accessories, local products, mobile phone, toys etc. Lease term for these tenants is 1 year. Casual Leasing Variety of small kiosks with ever-changing and in-demand products located both inside and sometime outside store building helps to add the fun and excitement to our customers’ shopping experience. Their lease terms are usually short 1-month prepaid leases. Alcudia Store Renovations

Renovations play a crucial role in maintaining the success of Big C’s dual retail-property model. We renovate our hypermarkets on average every 5 to 8 years. In the past, the renovations mainly aimed to update the look and feel for those esthetically tired properties. However, sole improvement of esthetic value without retheming the shopping mall will not be able to drive the property value to its fullest potential. Hence, during 2011, Big C introduced new renovation initiative called “Alcudia Renovation” -which went beyond typical esthetic renovations by maximizing hypermarket productivity and introducing refreshed shopping experience through enlarging the mall footprint paving way for more attractive tenancy mix. This is achieved by shrinking the hypermarket trading area while maintaining or even enhancing the merchandise offer within the tighter trading footprint. As a result, sales per square meter will eventually increase. Maximizing hypermarket productivity: Many older hypermarkets were built for the original catchment area. Over time, the opening of new hypermarkets and shopping malls shrunk this catchment area and caused the original hypermarket to be too large for the new and smaller catchment area leading to reduced sales density. Alcudia renovation maximized hypermarket productivity by analyzing store layout and redefining the ratio of space dedicated between retail and rental area – optimizing sales density and rental income. Refreshed shopping mall experience: Each property goes through its life cycle and so do rental yields and property’s capital value. Maintenance work can extend a property’s life cycle to a certain extent. However, at one point, maintenance will not be enough and the property’s capital value will start its decline. Alcudia renovation revitalized the shopping mall by analyzing the mall’s size, tenant mix and attractiveness to customers.

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In 2011, Big C completed the first lot of Alcudia renovation at three Big C stores in Hat Yai, Chiang Rai and Rama II.

Supply Chain Merchandising and Sourcing

Cost efficiencies and economies of scale are crucial for Big C’s success. Our co-leader position in Thai hypermarket sector, combined with excellent relations and networks with over 4,000 suppliers and the increase order volumes gained from the acquisition of Carrefour (Thailand) have put Big C in an excellent position to strengthen our low price leader position and pass on the savings to our customers. Distribution

Big C is confident in its logistics system’s ability to ensure that the right products are place on the right shelves at the right time. The use of advanced radio frequency identification integrated with computerized order and replenishment systems ensures utmost accuracy and efficiency for the pick and pack preparation for delivery. Our dedicated shuttle trucks and thermal blankets also help reduce CO2 emission by 46% annually compared to traditional method of transportation. Currently, Big C has four distribution centers -- three located in Ayudhya and one in Nonthaburi. DHL, the global market leader in the logistics industry, provides warehouse distribution, transportation management and reverse logistic services 24 hours for Big C.

Human Resources Human resources management is another key to the success of Big C. Following the integration, we successfully integrated the talents from Big C and Carrefour and encouraged every employee to develop and progress in their careers in line with the Company’s expansion and growth potential. Big C has evolved from its status within the local market to being recognized internationally and our plans for expansion reflect the confidence of a successful company going forward.

not just at head office, but countrywide. HR presence acted as a consultant facilitating the flow of ideas, channeling talent to where it is needed as well as recognizing and rewarding talent and commitment among employees. The new culture within HR means we have committed teams across the country and we can now support stores on all HR issues through accessible links to head office. Stores are actively encouraged to support the HR function. The hiring of people with disability is also our priority -- not only to support the government’s initiatives, but also because Big C is committed to creating equal long-run employment opportunity for applicants from all backgrounds so that we can achieve a sustainable model for the future. Our commitment also stretched to the enhancement of the well-being of the wider society. In 2011 through our program of blood donations to the Red Cross our employees donated 3,285,770 ccs of blood. And we have continued with our influenza vaccination campaign, helping to ensure the health of our employees. In 2011, the total number of staff inoculated against influenza was 17,104. Big C is committed to offering a competitive employee compensation and benefits program, encouraging employee engagement and learning and development. The 2011 flood directly and indirectly affected a large number people nationwide, our employees and their families included. Big C’s employee support program was able to offer all our employees help as they needed it. The program was widely recognized and commended within Thailand. Our people are our future. From an HR point of view, the success of further improving Big C’s superior customer satisfaction depends on the effective management and engagement with our employees. Human resource management is focused on the key task of ensuring the best people are in the best jobs. Our training and development programs are therefore designed to benefit both existing employees and new recruits. They are designed to ensure that superior work standards are achieved in all Big C stores, to get the very best out of store management, to help our managers to be even more effective at what they do best.

Human resources is at the forefront of guiding the workforce in a positive direction towards Big C’s vision in being the number one modern retailer in Thailand.

In 2012, we are planning to implement a number of initiatives to further develop our organizational strength. These initiatives include:

In 2011, we have a new HR structure and team within Big C dedicated to take the company forward; enabling all individuals to reach their potential by recognizing and utilizing their talents. We also established a dedicated team responsible for Talent, Succession and Performance Management to get the best of the talent pool within Thailand and overseas. It looks at an employee’s performance to determine grading and promotion. It employs succession planning to focus on the identification and development of potential successors for key positions through systematic evaluation and training.

Launch a new Performance Management System;  Implementation of Competency framework for stores and Head Office; Launch the Big C Retail Academy;  Develop more computer-based training programs  (e-Learning); and Implement an HR ERP system to enhance HR productivity through the  application of HR analytics and tools.

Throughout 2011, Human Resource assumed a crucial function of expanding the new and dedicated HR capability,

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The Competitive

Situation

After acquiring Carrefour (Thailand) in late 2010, integration was completed on 31 July, 2011 which allowed the Company to continue its marketing activities including the facelift of various branches to better serve its wide range of customer. Company’s hypermarket branches were divided into 2 groups: “Big C” and “Big C Extra”. The Company also opened new concept called “Big C Jumbo” to differentiate by adding more product segmentation to serve especially hotel, restaurant, and catering business, other professional customers, and the needs of local community. Company’s supermarket format got a new appearance under the concept of “Big C Market”. All of these efforts placed Big C into a co-leadership position in the Thai hypermarket sector. The overall competitive environment of the retail business was intense. Tesco Lotus expanded its number of branches, in many formats, more than it had done in the past. These comprised 14 hypermarkets (including 5 branches of Tesco Lotus Value), 47 supermarkets, and 209 Tesco Lotus Expresses. At the same time, Big C opened 3 hypermarkets, 2 Big C Markets, and 37 Mini Big Cs. Whereas Makro, which is considered being an indirect competitor, opened total 4 branches, the same as last year, from 48 branches to 52 branches.

Number of Branches* Operator

Big C

Format

As of 31 December 2010

New Branches / Acquired

Big C Extra Big C

15 71

21

Big C Jumbo

Tesco Lotus

Makro

Annual Report

2011

92 1

Big C Market

2

10

12

Mini Big C

15

37

51

Tesco Lotus

90

9

99

Tesco Lotus Value

31

5

36

Talad Lotus

83

47

130

Tesco Lotus Express

546

209

755

Makro

48

4

52

*Source: The Nielsen Company (Thailand) Limited 166

As of 31 December 2011


At the end of 2011, Big C store network consisted 108 hypermarkets (Big C - 92, Big C Extra – 15, and Big C Jumbo - 1), 12 Big C Markets, 51 Mini Big Cs, and 50 Pure branches. Whereas Tesco Lotus had 135 hypermarkets (Tesco Lotus – 99 and Tesco Lotus Value – 36), 130 Talad Lotus branches and 755 Tesco Lotus Express branches. Makro had a total of 52 branches. In late 2011 massive flooding in Thailand created a big impact to the retail business. Big C and its competitors were foreced to close some branches temporary and to postpone opening of some new branches during the last few months of the year. However, when the situation began to improve, the competition resumed to normal, and store openings accelerated during December. Thus, the overall competition of the retail business in 2011 was still intense. This is displayed in the following graphic.

Number of hypermarket branches (end of December 2011)

0 36 %

18 % 46 %

Big C Tesco Lotus Makro 9

20

40

60

80

100

120

140

59

49

98

37 43

Big C

Greater Bangkok

Tesco Lotus

Up Country

Makro

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167


Number of hypermarket branches (end of December 2011) Branches in Bangkok & the Perimeter

Competitors Situation

Tesco Lotus

High High High High Middle High Middle Middle None Middle High High Middle High High Middle Middle Middle Middle Middle High Middle High High High Middle Low Low High High High High High High High None High

38. Nakhon Pathom

High

2011

Tesco Lotus

Makro

Big C Jumbo

1. Wongsawang 2. Chaeng Wattana 3. Rat Burana 4. Rangsit 5. Ratchadamri 6. Bang Phli 7. Rattanathibet 8. Rama 2 9. Hua Mark 10. Samut Prakan 11. Don Muang 12. Fashion Island 13. Suksawat 14. Bang Na 15. Lad Phrao 16. Dao Kanong 17. Tiwanon 18. Saphankwai 19. Samrong 20. Phetchakasem 21. Sukaphiban 3 22. Ekamai 23. Lam Luk Ka 24. Navanakorn 25. Rangsit Klong 6 26. Rangsit Klong 3 27. Bangbon 28. Bangpakok 29. Rama 2 (2) 30. Romklao 31. Rangsit 2 32. Rattanthibeth 2 33. Srinakarin 34. Suwintawong 35. Nongchok 36. Isaraphap 37. Oamyai Annual Report

Situation

Makro

Big C

168

Competitors

                        

39. Jumbo Samrong

Middle Middle High Middle Middle Middle High High High High

         

Big C Extra

  

40. Chaengwattana 2 41. Bangyai 42. Rama 4 43. Petchkasem 2 44. Ratchadapisek 45. Ramintra 46. Latprao 2 47. Lamlukka Klong 4 48. Sukhapiban 3 (2) 49. Onnuch

Big C Market

50. Keha Romklao 51. Bangpo 52. Pracha Uthit 53. Suan Luang 54. Saimai 55. Sukhapiban 1 56. Sukhapiban 5 57. Hatairat

None High High Middle None High Middle None

    

Provinces

   

 

        

Middle

Big C

1. Pattaya 2. Pattaya 2 3. Udon Thani 4. Khon Kaen 5. Korat 6. Surat Thani 7. Phitsanulok 8. Rayong 9. Chiang Rai 10. Lampang 11. Lop Buri

High High High High High High High High Low High High

        1   

         


Competitors 12. Phetchaburi 13. Hat Yai 14. Ubon Ratchathani 15. Chiang Mai 16. Phuket 17. Nakhon Sawan 18. Chachoengsao 19. Pattani 20. Surin 21. Sakon Nakhon 22. Phrae 23. Ratchaburi 24. Prachin Buri 25. Lamphun 26. Samui 27. Chon Buri 28. Buriram 29. Hangdong 30. Ayuthaya 31. Sukothai 32. Ban Pong 33. Chaiyaphum 34. Phetchabun 35. Krabi 36. Yasothon 37. Sa Kaeo 38. Warin Chamrap 39. Maha Sarakham

Situation Middle High High High High Low Middle None High High High High Middle Middle High High Middle High High None High High High High None Middle Middle Low

Tesco Lotus 2

     

3

    4            

Makro                

Competitors Situation 40. Srisaket High 41. Mahachai Middle 42. Tak High 43. Udon Thani 2 High 44. Amnat Charoen None 45. Laem Thong High 46. Kamphaeng Phet Low 47. Chonburi 3 Central High 48.Chachoengsao 2 Middle 49. Banbueng Low 50. Chanthaburi High 51. Chumphon High 52. Lopburi 2 High 53. Nakhonsrithammarat High 54. Hangdong 2 Low

Makro

   

 5   6       

   

High High High High None

   

   

Low High None High

7 

    

Big C Extra

55. Chiangmai 2 56. Chonburi 2 57. Hatyai 2 58. Pattaya 3 59. Phuket 2

Big C Market

Tesco Lotus

60. Phang Nga 61. Saraburi 62. Lomsak 63. Thepkassattri

8

Mae Chan District, Chiang Rai, 2 Tha Yang District, Phetchaburi, 3 Phanom Sarakham District, Chachoengsao, 4 Kabin Buri District, Prachinburi, Khanu Woralaksaburi District, Kamphaeng Phet, 6 Phanom Sarakham District, Chachoengsao, 7 Thai Mueang District, Phang-nga, 8 Mueang District, Phuket 1 5

Comparing to 2010, Big C is now “Bigger and Better”- and we will continue to push forward towards our vision of becoming the leading modern food retailer in Thailand. We will continue to expand through our wide variety of formats – and are especially excited about the prospects and opportunities to grow the network of our smaller store formats.

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Management 1. General Information Big C Supercenter Public Company Limited conducted its business operations in Thailand’s modern retail sector. Its core businesses are hypermarkets in which it has long experience. To answer its customers’ changing lifestyles, the Company has initiated convenience store format called Mini Big C, and pharmacy called Pure. Administration of these stores is overseen by the Big C Supercenter Public Limited Company and its subsidiaries.         On December 31, 2011, the Company and its subsidiaries had a total of 120 hypermarket and supermarket branches, of which 57 were in Bangkok and the surrounding area, and 63 branches were in the provinces. The Company also had 51 Mini Big C stores and 50 Pure pharmacies located around Bangkok and its surrounding area and in provinces.

The company has registered capital of 8.25 billion Baht, with paid-up shares of 8.013 billion Baht. All shares are of the ordinary type with the par value of 10 Baht. The major shareholders of the Company are Geant International B. V. and the Chirathivat Group. (Geant International B. V. comes under the Casino Group, which is a well-known retailer at the international level based in France, and has investments in retail businesses in many countries around the world).

2. Management Structure The Company’s management structure is comprised of five boards: the Board of Directors, the Audit Committee, the Corporate Governance Committee, the Risk Management Committee and the Management team where the CEO and President are acting as the top executive of the Company. Details are as follows:

2.1 The Company’s Board of Directors

The Company’s Board of Directors as of December 31, 2011, are as follows: Name

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Mr. Akani Thapthimthong Mr. Sudhitham Chirathivat* Mr. Nontaphon Nimsomboon Mr. Suttiluk Samranyoo Dr. Chiradet Ousawat, Ph.D. Mr. Paitoon Taveebhol Mr. Praphan Eamrungroj Mr. Yves Bernard Braibant* Mr. Strasser Arnaud Daniel Charles Walter Joachim* Mr. Pedro Antonio Arias Douce* Mr. Jacques Dominique Ehrmann* Mr. Ulisses Kameyama* Mr. Guillaume Pierre Antoine Marin Humbert*

Position

Remarks

Chairman of the Board Director Independent Director Independent Director Independent Director Independent Director Director Director (CEO and President)

Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Executive Director Executive Director

Director Director Director Director Director

Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Remark  * Directors No.2, and 8-13 come from the shareholders, and Ms. Rumpa Kumhomreun, Vice President, Accounting and Finance Department acts as the Secretary to the Board and Secretary to the Company.  Mr. Suthichart Chirathivat, the former Chairman and Director, resigned at the end of his term on November 4, 2011.

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The directors who are authorized to sign on behalf of the Company:

Group 1 - Mr. Yves Bernard Braibant, Mr. Strasser Arnaud Daniel Charles Walter Joachim, and Mr. Jacques Dominique Ehrmann. Group 2 - Mr. Ulisses Kameyama, Mr.Praphan Eamrungroj, and Mr.Sudhitham Chirathivat. Any member of Group 1 is authorized to sign jointly with any member of Group 2, and affix the Company’s seal. Director’s changes in number of shares held in 2011 are as follows: Name

Shares Held as of December 31, 2010

Shares Held as of December 31, 2011

Amount of Shares Held Increased (Decreased) during 2010-2011

Remarks

1. Mr. Akani Thepthimthong 2. Mr. Sudhitham Chirathivat

-

2,078,675

2,078,675

3. Mr. Nontaphon Nimsomboon 4. Mr. Suttiluk Samranyoo

-

-

-

5. Dr. Chiradet Ousawat, Ph.D. 6. Mr. Paitoon Taveebhol

3,000 -

3,000 -

-

172,800 -

-

172,800 -

Appointed March 9, 2011 Appointed April 27, 2011 Appointed March 9, 2011 -

-

-

-

-

-

-

-

-

7. Mr. Praphan Eamrungroj 8. Mr. Yves Bernard Braibant 9. Mr. Strasser Arnaud Daniel Charles Walter Joachim 10. Mr. Guillaume Pierre Antoine Marin Humbert 11. Mr. Jacques Dominique Ehrmann 12. Mr. Ulisses Kameyama 13. Mr. Pedro Antonio Arias Douce

Term of the Company’s Board of Directors

The Board of Directors has specified a 3-year term for a position on the Board. The Company’s regulations require onethird of the entire board must retire at every Annual General Meeting. The director who has served the longest has to retire at the conclusion of his or her 3-year term. Retired directors may be reelected.

The scope of duties and responsibilities of the Company’s Board of Directors

1. To oversee the Company’s business administration and operations. 2. To supervise and perform the Company’s operations to be in accordance with the law, objectives, and the Article of Association of the Company as well as the resolution of the shareholders’ meeting. 3. To determine the policies and direction for the Company’s operation and to supervise the management to strictly perform their duties efficiently as stated in the policies in order to add the maximum economical value and the benefit for the shareholders. Annual Report

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2.2 The Audit Committee and Independent Directors

The Audit Committee was appointed by the Board of Directors comprising 3 independent directors who are not executives of the Company. These 3 members hold positions in independent committees of the Company in accordance with the principles of the selection process. There is at least 1 member that must have specialized knowledge in accounting and finance pursuant to the set regulations of the Securities and Exchange Commission. At present, the committee consists of: 1. Mr. Paitoon Taveebhol (1) 1Independent Director and is Chairman knowledgeable in accounting and finance 2. Dr. Chiradet Ousawat,Ph.D. Independent Director Director 3. *(2) [ ] Director

Independent Director

Ms. Nantavadee Santibanyut, Internal Audit Director acts as Secretary to the Audit Committee. Remark: (1) The Chairman replaces Mr. Nontaphon Nimsomboon, who resigned at the end of his term on November 17, 2011. (2) *Is in the selection process in which the Company will submit the names of the persons in the 2011 Annual Shareholders Meeting to replace General Winai Phattiyakul, who resigned on November 7, 2011. Term of the Audit Committee

The Audit Committee has specified a 3-year term for a position as a member on the committee. The scope of duties and responsibilities of the Audit Committee

1. To review the Company’s financial reports are prepared in accordance with the generally accepted accounting standards and relevant specific laws, including the adequate disclosure of complete, accurate and sufficient information and related party transactions and/or conflicts of interest. 2.

To promote the development of financial reporting system so as to be consistent with and meet the requirement of the generally accepted accounting standards.

3. To select the external auditor by considering the independence, competency and experience in performance of duties for appointment and determination of auditor remuneration; and nominate to the Board of Directors for the approval in the Annual General Meeting

4. To review the external and internal auditor’s observations on related party transactions and transactions which may cause a conflict of interest, in compliance with law and regulations of the Stock Exchange of Thailand so as to ensure reasonableness of such transactions and maximum benefit of the Company. 5. To review internal control and internal audit systems and provide recommendations to ensure the appropriateness, effectiveness and efficiency and in accordance with the international standards by considering worthiness and covering all key processes. 6. To oversee the Company’s preventive control system to reduce or suspend a loss or waste of the Company’s resources for the benefit and enhancement of effectiveness and efficiency in performance of the Company’s functions. 7. To review the appropriateness of the information technology system related to the internal control system and the financial report preparation and to provide the recommendations for improvement in accordance with the international standards and appropriateness of the Company’s business 8. To jointly consider with the CEO and President the appropriateness of the appointment, transfer, replacements of the Internal Audit Head including an annual performance evaluation. If any opposing view, it shall be considered by the Board of Directors or any person delegated by the Board of Directors. The decision of the Board of Directors or any person delegated by the Board of Directors will be final. 9. To coordinate with the external auditor for independence and fairness of auditing. 10. To review that the Company has established an appropriate risk management system and to provide recommendations to ensure that it is always up-to-date. 11. To review the Company’s compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand, and the laws related to the Company’s business. 12. To perform Self-assessment annually in a manner as it deems appropriate and present results to the Board of Directors. 13. To approve the Internal Audit Charter and to regularly review it in an appropriate period determined by the Audit Committee.

The definition of an independent director is an external person who does not hold any position in the executive or is an employee within the Company. He/she does not have the authority to sign for any obligation to the Company and is not related in any way whatsoever to major shareholders, executives, and other related parties. This is in accordance with the regulations of the Securities and Exchange Commission (SEC). In addition, the Company has the right to stipulate the required qualifications of the independent director, so that he/she conducts the set duties and responsibilities to protect the interests of all shareholders equally and prevent conflicts of interest between the Company and related parties.

1

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14. To approve an annual audit plan and evaluate the performance of the internal audit function. 15. To approve an annual budget and a manpower planning of the Internal Audit function and to present it to the Board of Directors or any person delegated by the Board of Directors for additional comment, if any. Then the approved budget and manpower of the Internal Audit function shall be submitted to the CEO and President for execution. 16. To have the power, subject to an approval of the Board of Directors or any person delegated by the Board of Directors, to engage any professional advisor to seek independent opinions if it deems necessary at the Company’s expense, provided that the engagement shall be in adherence to the Company’s procedures and rules on this matter. 17. To have the authority to invite Executives, Management and employees of the Company and related persons to attend a meeting with or to provide information to the Audit Committee. It shall be deemed as the duty of such persons to cooperate with the Audit Committee. 18. To determine the remuneration of secretary to the Audit Committee and assistant secretary, if any, and propose to the Board of Directors for approval. 19. To perform other duties as assigned Independent Directors

which comprises 1 in 3 of the Board of Directors Mr.Paitoon Taveebhol   Dr. Chiradet Ousawat, Ph.D. Mr. Nontaphon Nimsomboon  Mr.Suttiluk Samranyoo 

The Company has defined the definition for an independent director to be equivalent to those established by the Securities and Exchange Commission and the Stock Exchange of Thailand in accordance with the announcement of the Capital Market Supervisory Board (CMSB) Tor Chor. 4/2552 dated February 20, 2010, regarding the qualifications of an independent director. “independent director” means the director possing the qualification as follows: 1. Hold not more than 1 percent of the total number of shares of the parent Company, subsidiaries, partner companies, or a juristic entity that may have a conflict of interest. This also includes holding shares of any person related to that independent director. 2. Does not have a role in the executive of the company, nor is a contracted or permanent employee, advisor who receives a monthly salary, or a person in a position of authority of the parent company, subsidiaries, partner companies, or a juristic entity that may have a conflict of interest for a period of 2 years prior to appointment. 3. Is not a person who is a related in any way by family or marriage to a member of the executive, major shareholder, a person who has a position of authority, or been nominated for an executive position or position of authority of the parent company or its subsidiaries. 4. Does not have any relationship with the business operations of the parent Company, subsidiaries, partner companies, or a juristic entity that may have a conflict in the manner that may cause any conflict in being independent. 5. Is not or never been an auditor of the parent Company, subsidiaries, partner companies, or a juristic entity that may have a conflict, and is not a major shareholder, a director that is not independent director, executive, or managing partner of an auditing company having the auditor of the main Company, subsidiaries, partner companies, or a juristic entity that may have a conflict of interest. 6. Is not a director who has appointed as a representative of the Company’s Board of Directors, major shareholder, or a shareholder related to a major shareholder of the company. 7. Does not display any other characteristics that prevent him/ her from making comment independently regarding the business operation of the Company.

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2.3 The Corporate Governance Committee

The Corporate Governance Committee is comprised of the following 4 persons: 1. Mr. Nontaphon Nimsomboon (1) Chairman 2. Mr. Paitoon Taveebhol (2) Member 3. Ms. Rumpa Kumhomreun Member and Secretary 4. Mrs.Umawadee Rattana-udom(3) Member and Assistant Secretary Remarks: (1) Appointed as the Chairman on July 20, 2011. (2) Appointed as the Member on May 25, 2011, replacing Mr. Suthichart Chirathivat who resigned. (3) Appointed as the Member on May 25, 2011, replacing Mrs. Patama Rawangpai Umphawa who resigned. Term of the Corporate Governance Committee

Members of the Corporate Governance Committee shall be in office for a term of 2 years and can be re-appointed. The scope of duties and responsibilities of the Corporate Governance Committee

1. To regularly review the good corporate governance policy of the Company at least once a year so as to be in accordance with the international guideline and recommendation of supervisory institution or relevant agencies. 2. To report to the Board of Directors on the good corporate governance of the company and make suggestion on the guidelines. 3. To set the direction for supervision policy, make suggestion and support for building of efficient risk management. 4. To hire external expert to act as advisor and to participate in the meeting of the Committee under approval of the Board of Directors or a person designated by the Board of Directors. 5. To gather information regarding remuneration of the Board of Directors and other sub-committee in order to present to the Board of Directors for consideration and to get approval from the Annual General Meeting of Shareholders accordingly. 6. To perform any other duties as assigned by the Board of Directors.

2.4 Risk Management Committee

The Risk Management Committee is composed of high-ranking Company executives who have the role for ensuring that the Company’s risk management scope and policy meet international standards. Thus, the Company has stipulated that there must be person who administers each of risk managerial procedures and that this is continually applied in all business operations. The structure of the Company’s risk management system comprises a Risk Manager whose major duty is to produce reports, update and prepare an effective risk management system, and present it to the Risk Management Committee for consideration. The Risk Manager is also the Secretary of the Committee. Therefore, he/she must also coordinate with the risk representatives of the Company’s business units to follow up and assess a particular unit’s risk management system as well as evaluate its accuracy and report to the Risk Management Committee for acknowledgment. At the same time, the Risk Manager must coordinate with the Internal Audit Division in order to review the collected data. The Risk Management Committee is the unit responsible for the report of the risk management that is an aspect of significance to be presented to the Corporate Governance Committee for consideration. The scope of duties and responsibilities of the Risk Management Committee

1. Approve the Company’s risk management policy and framework and revise them annually if any related and important changes arise. 2. Administer the risk management structure and procedures in order to promote awareness of the importance of risk management. 3. Take into consideration and approve the appointment of the Risk Manager and Risk Representatives of the business units. 4. Arrange the meeting of the Risk Management Committee in accordance with the number of times that are necessary in each year, but must be at least once a year. 5. Consider drafting a report, system, and procedures for risk management that have efficiency by the Risk Manager. 6. Acknowledge the follow up and evaluation of the risk management at the business level and audit report of the risk management regularly in every aspect. 7. Consistently evaluate risk management activities that are implemented across business operations as well as approve the risk alleviation plans to ensure the Company has appropriate risk alleviation plans to facilitate risk management 8. Follow the policy of risk management that the Company has set and assess the report and the risk managerial procedures so to control the risk management to be in accordance with the policy.

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2.5 The Management Team

The Management Team as of December 31, 2011, is as follows: Name

Position

1. Mr. Yves Bernard Braibant

Chief Executive Officer and President

2. Mr.Philippe Prejent

Vice President, Operations

3. Ms. Rumpa Kumhomreun

CFO & Vice President, Accounting & Finance

4. Mr. Praphan Eamrungroj

Executive Vice President, Properties

5. Mr. Stephen Joseph Camilleri

Vice President, Human Resources

6. Mr. Emmanuel Couronne

Senior Vice President, Merchandise

7. Mr. Ian Longden

Senior Vice President, Small Store Format

8. Mr. Regis, Philippe Prigent

Vice President, Marketing & Communications

9. Mr. Greg O’ Shea

Vice President, Supply Chain Management

10. Mr. Prawet Prungtangkij

Vice President, MIS

11. Sarinthip Satitsatien, PhD

Vice President, Business Development

12. Mr. Bruno Jousselin

Vice President, General Merchandise

13. Mr. Alex Morgan

Vice President, Merchandise Control

The scope of duties and responsibilities of the Management Team

The executives under the leadership of the CEO and President are responsible for supervising the operations of the Company that are in accordance with the specified objectives and strategies in line with the related legal framework and within the scope of power assigned by the Board of Directors. The CEO and President will present the strategic plan to the Board of Directors for approval, manage the operations of the Company as well as represent the company in matters related to third parties. Self-assessment of the Board of Directors

The year 2011 was the fifth year that the Company had employed a self-assessment system for all members of the Board of Directors to review their performance. This is conducted annually in order for the Board of Directors can review their own performance, recognize problems, and various obstacles during the past year. Its goal is to enhance the Board of Directors’ performance in which the self-assessment is in line with good corporate governance principles and the Board of Directors’ duties and responsibilities. Therefore, the Company compiled the results of the self-assessment to develop the Board’s performance for the maximum benefit of the Company.

The Company Secretary

In accordance with the good corporate governance principles of the listed company regarding responsibilities of the Board of Directors and the regulations of the Securities and Exchange Act, the Board of Directors is responsible for appointing qualified persons to act as the Company Secretary. Thus, Miss Rumpa Kumhomreun is the present Company Secretary, and the Assistant Secretary is *Mrs. Umawadee Rattana-udom. The Company Secretary’s responsibilities include the provision of recommendations in legal and regulatory aspects to the Board of Directors and management that they need to acknowledge for the Company’s benefit, as well as oversee and coordinate all matters for the Board of Directors’ meetings and shareholders’ meeting. The Secretary must also arrange for the collection of the Company’s important documents including the records pertaining to the Board of Directors, invitation letters to the meetings, and minutes of the Board of Directors’ and shareholders’ meetings, Annual Report, as well as keep the report of the conflict of interest of directors and Management, administer, evaluate and make suggestions for the Company and the Board to perform in accordance with the related regulations, rules, and laws. Remark:* Replaced Mrs. Patama Rawangpai Umphawa as the Assistant Secretary on July 20, 2011.

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3. Corporate Governance The Corporate Governance Policy

The Company realized that it is necessary for the development of conducting its business operations under a corporate governance policy that will reinforce a more efficient, transparent, and reliable corporate structure and operation to ensure accountability and the sustainable growth of the Company. The Corporate Governance Committee role is to supervise and establish the standard guidelines and practices for its stakeholders, regularly follow up and assess the work performance, as well as disseminate the corporate governance principles and policies on the Company’s website. The principles and policies are classified into five categories as follows: Category I : Shareholders' Rights

The Shareholders Meeting In 2011, the Company held 2 shareholders’ meetings - the Extraordinary General Meeting of Shareholders on January 5, 2011, and the Annual General Meeting of Shareholders on April 27, 2011, at the Arnoma Hotel. The meeting was conducted in accordance with the law. The Company disseminated invitation letters for the said meeting, and also presented documents and the detailed agenda in both the Thai and English languages on the Company’s website 21 days prior to the Extraordinary General Meeting of Shareholders and 32 days before the Annual General Meeting of Shareholders. This was done in order to provide shareholders sufficient time to go through the material. In addition, the Company also sent invitation letters to the aforementioned meetings, accompanied with documents and the detailed agenda, map showing the meeting location, and the Annual Report, to the shareholders at least 7 days prior to the meeting day. The invitation, information of date, time, and place of the meeting, together with the agenda were also published in a newspaper for 3 consecutive days prior to the meeting day. As a result, 85% and 47% of the Board of Directors attended the meetings including the Chairman of the Board of Directors, Chairman of the Audit Committee, Chairman of the Corporate Governance Committee, the CEO and President, the CFO, Vice President of the Finance and Accounting Department, and Auditor, so to answer any enquiries of the shareholders. Before the meeting began, the Chairman of the meeting announced the number of shareholders or persons appointed by proxy, and the number of shares held, how to vote, how to count vote, and the agenda for the meeting. All shareholders had an equal right and were able to vote with adequate time for a question and answer session with the Directors and high-ranking management and offer various opinions and recommendations. Voting was exercised according to the agenda items with the counting being undertaken in accordance to the laws and regulations of the Company and then disclosed for the sake of transparency and inspection. The counted votes were announced by the number of shareholders or persons appointed by proxy, and also the number of shares that approved, disapproved, or abstained for each agenda item, based on the required number of votes. The Company also invited their own representatives, legal advisors, Chandler and Thong-Ek Law Offices Limited and Linklaters (Thailand) Limited to attend the meeting and act as observers.

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In addition, the Company gave the shareholders the right to attend the meeting after it had commenced, and they could vote under the agenda which had not been voted. All significant matters raised by the shareholders regarding the Company's business operations were recorded in the minutes of the meeting and arranged within 14 days after the meeting date. The minutes of the meeting were kept accordingly and upon approval by the Chairman of the meeting were reported to the Stock Exchange of Thailand and disseminated on the Company’s website. Promoting and facilitating shareholders’ rights In 2011, the Company developed several key procedures that promote and facilitate the exercise of shareholders’ rights. These are as follows: 1. Before the shareholders meeting commenced, shareholders who had owned the Company’s stock for 12 consecutive months were eligible to propose items on the agenda to the Annual General Meeting of Shareholders as well as to propose candidates for appointment as new directors. In 2011, the Company allowed shareholders to propose both of the aforementioned items for a period of one month between November 1 - 30, 2010, so that the proposed requirements could be screened by the Corporate Governance Committee prior to further review by the Company’s Board of Directors. 2. On the date of the Shareholders’ Meeting, the Company permitted the shareholders to register their attendance 1-2 hours prior to the meeting’s commencement and facilitated them beforehand by preparing the venue, had officers to welcome them and supervise the registration, used barcodes for fast and convenient registration, as well as printed ballots of each agenda item for the shareholders. 3. The Company promoted and supported shareholders’ contributions to the Company’s major decisions. Details of the meetings were reported on the Company’s website www.bigc.co.th at least 21 days before the Extraordinary General Meeting of Shareholders and 32 days before the Annual General Meeting of Shareholders.


people as the directors, one by one. The nominees who win the highest number of votes respectively will be elected as the directors in order of the votes they receive.

Category II: Equitable Treatment of Shareholders

The Company treated all shareholders including major and minor shareholders, institutions, and foreign investors equally. The principles and practices regarding the equality of all shareholders are as follows: 1. The Company and its subsidiaries have set a dividend payment policy of which is not less than 30 percent of the net earnings. 2. The Company provided shareholders with the right to vote in the Shareholders Meeting in accordance with the number of shares they own. One share is equivalent to one vote.

5. The Board of Directors established set principles for the directors, Management and their related persons to report their conflict of interest. This was in accordance with Article 89/14 of the Securities and Stock Exchange Act B.E. 2535 (1992) and the announcement of the Board of Directors regarding report of directors, Management and their related persons’ conflict of interest dated June 24, 2009, stated that the directors and new Management must submit the conflict of interest report to the Company Secretary within 7 days since the day they were appointed. Furthermore, the following report must be done within 7 days as from the date that there was any change in the data. When the Company Secretary had received the report, the Company Secretary would be responsible for sending a duplicate copy to the Chairman of the Board of Directors and Chairman of the Audit Committee within 7 days every time upon receipt of the report. 6. There was no financial assistance provided for companies that were not subsidiaries of the Company. 7. No reports were made between Company partners that could have had any significant conflicts of interest

3. Facilitation was provided to shareholders who were not able to attend the Shareholders Meeting by providing 3 kinds of Proxy (Form A., B., and C). The Company suggested that shareholders use Form B as the form for the registration process of each item on the agenda. Thus, the Company enclosed the recommendation of the Proxy for the Shareholders Meeting together with an invitation letter. Furthermore, shareholders could download the Proxy from the Company’s website, and the Company had the name list as well as the biodata of the 3 independent directors for the shareholders. 4. Drafted invitation letters for the Shareholders Meeting were done in both Thai and English languages. The letter included the objectives, opinions of the Board of Directors, and the reasons of each item on the agenda. There were no added items or important changes of the information without prior notification to shareholders. Regarding the voting method for electing the Board of Directors, the Company could not use the voting accumulation system, since the Company’s Articles of Association do not specify the use of accumulated votes. Thus, the process has to follow the same approach of the Company’s Articles of Association in which the election of the Board of Directors at the Shareholders Meeting should utilize the majority vote system, and that each shareholder has one vote per share he/she owns, and he or she is eligible to use up all of the votes he or she gets to select the nominated

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Category 3:

Roles of Stakeholders

The company has set up the policy and measures placing significant importance on all stakeholders. These are as follows: Employees: The Company treated employees in a fair and just manner, as well as provided appropriate compensation that was similar to other industries in accordance with their knowledge, performance, skills, and nature of work as well as increased the benefits to be in line with the changing economic situation. Moreover, the Company continually promoted and developed its human resources. Trading partners: The Company had procedures for supporting the prices, selection of suppliers/vendors/facilitators, and entered into agreements with each group in accordance with trading conditions that were equally transparent and fair. Each step of the process had a mediating committee who considered the various issues. The Company increased the principles for all parties to report their conflict of interest in the way that the Company had specified, so to reaffirm the facts relating to the relations with the Company, directors and/or management depending on the circumstances. Creditors: The Company strictly adhered to the terms and conditions of loans in accordance with the agreements and contracts with the creditors. Customers: The Company supported and was responsible for customers by searching for quality goods that would result in recognition and provide appropriate service. Therefore, there was a division that oversaw and rapidly dealt with customers’ complaints. Competitors: The Company conducted its operations within the appropriate framework for fair trade among competitors, and did not utilize any unfair tactics against its competitors. The Company adhered to the principles that support free and fair trade.

Corporate social responsibility: The Company demonstrated responsibility by focusing on the environment, community, and society. This was organized by establishing and funding the Big C Foundation to support community infrastructure and education for youth that would generate long-term benefits for society. Communication channels: In overseeing all stakeholders including shareholders, customers, and other groups, the Company took into consideration and gave importance to having a cooperative mechanism. This included a set policy that stakeholders could use to communicate or submit complaints relating to the services offered by the Company including fraudulence and misconduct by the Management and employees in management level. Consequently, the Company arranged communication channels for all parties to utilize with the Board of Directors through the Secretary to the Corporate Governance Committee (Miss Rumpa Kumhomruen, CFO and Vice President, Accounting and Finance). These channels are as follows: E-mail : kurumpa@bigc.co.th or ď‚&#x; Submit written material in hard copy to: ď‚&#x; The Office of CFO and Vice President, Accounting and Finance, 97/11, 7th Floor, Rajdamri Road, Lumpini, Pathumwan, Bangkok 10330 Tel: 02-655-0666 ext 4062 In the case where there are complaints to be lodged against the Company, the Secretary to the Corporate Governance Committee will scrutinize and compile the facts from the related departments, and provide a report of the results to the CEO for acknowledgment. Furthermore, whereby there are issues regarding fraudulence and/or misconduct by Management and employees in management level, the Secretary to the Corporate Governance Committee will report the outcome to the Chairman of the Audit Committee. The CEO and Chairman of the Audit Committee, depending on the circumstances, will then inform the Company,s Chairman of the issues at hand after which will be reported to the Board of Directors for consideration.

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Our commitment is to enhance the well-being of not just our employees but also to benefit the wider society. In 2011 through our program of blood donations to the Red Cross our employees donated 3,285,770 ccs of blood. And we have continued with our influenza vaccination campaign, helping to ensure the health of our employees. In 2011, the total number of staff inoculated against influenza was 17,104.

Personnel “Motivation is the art of getting people to do what you want them to do because they want to do it.” Dwight

D. Eisenhower

Following the integration of Big C and Carrefour in 2011 the need for success is greater than ever; we have a much expanded workforce and our employees are the key to our success. Challenge is a part of our success and the first was to successfully integrate both workforces from Big C and Carrefour. Human resource management at Big C has been at the forefront of this integration. Its guiding principle is, and will continue to be, to ensure the motivation and well-being of our employees. Every employee is, and must feel, a member of the Big C family. The family has grown. It is extremely important for family members to feel welcome and to develop and progress their careers. We inherited a great deal of talent from Carrefour and we will continue to develop all our employees in our organization. We have a new HR structure and team within Big C dedicated to take the company forward; enabling all individuals to reach their potential by recognizing and utilizing their talents. We are committed to offering a competitive employee compensation and benefits program, encouraging employee engagement and learning and development. Human Resource’s crucial function is to expand the new and dedicated HR capability, not just at head office, but countrywide. It is vital that an HR presence acts as a consultant facilitating the flow of ideas, channelling talent to where it is needed as well as recognizing and rewarding talent and commitment among employees.

“Big C’s goal” is to be the No. 1 retailer in Thailand and our expansion is one of our key strengths - Big C is now a very large employer. It is recognized as a co-leader in the Thai retail industry and, importantly, an employer who can take care of its workforce. Big C has evolved from its status within the local market to being recognised internationally and our plans for expansion reflect the confidence of a successful company going forward. It is the responsibility of those within human resources to focus intently on being at the forefront of guiding the workforce in a positive direction through effective communication and accessibility. A dedicated recruitment team was established in 2011 determined to get the best of the talent pool within Thailand and overseas. The management of talent within Big C is vital for success. The need to grow and develop talent is as critical as the need to retain talent. We focus on rewarding effort, hard work, dedication and commitment to customer satisfaction in such a way that employees see the benefits of staying with Big C for the long run. Account managers are now responsible for specific functions throughout the organisation. The hiring of people with a disability is a priority; this is not just to be viewed as meeting the government’s minimum requirements, or complying with employment regulations. We aim to exceed them. Big C needs to demonstrate that commitment to employment in the long term and encourage applicants from all backgrounds so that we can achieve a sustainable model for the future.

2011 was a tough year within the retail industry in Thailand. That was underlined when the flooding occurred in the latter part of the year. Our supply chain was seriously disrupted and our employees and their families were both directly and indirectly affected. Big C’s employee support programme was able to offer all our employees help as they needed it. The programme was widely recognized and commended within Thailand.

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The new culture within HR means we have committed teams across the country and we can now support stores on all HR issues through accessible links to head office. Stores are actively encouraged to support the HR function.

The creation of a new and exciting culture at Big C is leading to success today and the future. Human resource management is focussed on the key task of ensuring the best people are in the best jobs.

It is the responsibility of human resources to spot and develop talent, which is why in 2011 we established a dedicated team responsible for Talent, Succession and Performance Management. It looks at an employee’s performance to determine grading and promotion. It employs succession planning to focus on the identification and development of potential successors for key positions through systematic evaluation and training.

In 2012, we are planning to implement a number of initiatives to further develop our organizational strength. These initiatives include; Re-launch our corporate values and culture.  Launch a new Performance Management System.   Implementation of Competency framework for stores and Head Office. Launch our Big C Retail Academy.  Develop more computer-based training programs  (e-Learning). Implement an HR ERP system to enhance HR productivity  through the application of HR analytics and tools.

Human resource management is about talent management. Through this new direction Big C can nurture its talent towards ensuring an even brighter future. Expansion of our business and increasing number of stores provides us with an enhanced competitive advantage – it’s a new and exciting opportunity! We can now offer our employees a far wider choice of career development. Our employees will realize that they can grow and develop their careers to face greater and more exciting challenges. After all, our people are our future. And it’s not just the new recruits, it’s our existing and loyal employees who need to benefit from necessary training and development. Training is focused on job related functions and work processes to ensure that superior work standards are achieved in all Big C stores. Training & Management Development goes hand-in-hand with training focusing on supervisory, managerial, leadership, and customer service enhancement training programmes. Indeed, from an HR perspective, the critical success factor is to further improve Big C’s superior customer satisfaction through effective management and engagement with our employees. There is also the need to get the very best out of store management, to help our managers to be even more effective at what they do best.

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Category 4: Disclosure and Transparency of Information

The Company continuously announced key information on its website. The Corporate Governance Committee was responsible for proposing good corporate governance practices for their further development through the opinions of the Board of Directors and performed to be a framework for continuous implementation. Investor Relations As a listed company on the Stock Exchange of Thailand, the

Board of Directors recognizes the importance of disclosing the information related to financial or non-financial issues that may have an impact in investors’ decision making process. Therefore Board of Directors has reiterated that the executives must reveal any related information in an accurate, complete, regular, and timely manner.

During 2011 investor relations division was set up by the parent company to handle and oversee all investor relation related matters. Company’s investor relations contact person is Mr. Rami  Piirainen, Director of Investor Relations. Investors can enquire any information disclosed by the company by telephone: 02-655-0666 ext: 7416 or via email at: pirami@ bigc.co.th. Company’s media contact is Mr. Kudatara Nagaviroj,  Director of Corporate Image. Any enquiries related to television, printed media, or advertising should be directed to him by telephone: 02-655-0666 ext: 7192 or via email at: nakudatara@bigc.co.th.

The Company will disclose information to general public via the Stock Exchange of Thailand as well as through various channels to offer more choice to shareholders, investors, stakeholders, and other interested persons. These channels are:

www.bigc.co.th

Through its website company disseminates its quarterly performance, annual reports, shareholders meeting reports, financial information, annual information disclosure form (Form 56-1), news reported to the Stock Exchange of Thailand, and corporate news. Shareholders can also find information related to shareholders meeting from here.

Quarterly Financial Result Release

Forwarded via ELCID on a quarterly basis

Investor Presentation

The Company holds quarterly investor presentation to strengthen its relation with investors and analysts and to give them an opportunity to learn more about Company’s business and ask related questions. In these presentations Company announces its quarterly performance and operational developments. High-ranking Company executives join these events. The presentation slides are uploaded to Company’s website.

Shareholders Meeting

Annual General Meeting of Shareholders is organized on an annual basis to give shareholders an opportunity to obtain relevant information, offer opinions, ask questions, and vote.

Company Visit

The Company offers an opportunity for institutional investors and analysts to request a meeting with the Company’s management to learn about Company, its performance, and trends.

International Road Show

The Company conducts road shows to meet with foreign institutional investors who are interested to learn more about the Company.

Conference Call

The Company provides conference calls for foreign institutional investors and analysts to give them a chance to learn more about the Company and its business.

Conferences

The Company chooses to attend some conferences during the year to meet with many institutional investors during the event in one-on-one or small group meetings.

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During the past year company had the following channels of communication and activities between shareholders, investors, analysts and Company’s high-level executives:

Month

Investor presentation

Shareholders’ meeting

Company visit

Conference Call

1

6

1

7

1

5

3

4

5

7

1

5

3

4

4

August

17

5

September

8

3

2

2

1

November

7

7

1

December

5

1

January February March

1

April May

1 1

June July

October

1

1

Road show

Conference

2

1

Category 5: Responsibilities of the Board Leadership and vision

The Board of Directors is composed of people who have leadership skills, vision, and independence in decision-making for the maximum benefit of the Company and shareholders. The Board of Directors participated in initiating the Company’s vision, business plan, mission, strategies, targets, and budget by pursuing and supervising that the management team conducted their operations with efficiency and effectiveness. This would increase the economical value addedness for the Company and create high confidence among shareholders. Conflicts of interest

In order to prevent any conflicts of interest, the Board of Directors oversaw and considered various issues when they arose that could cause a conflict of interest. Thus, the Board of Directors announced the measures for reporting of any conflict of interest matters of all directors and management, and they must be reported within a period of 7 days as from the day of the incident as well as set a policy and approval process of the related transactions in accordance with the rules and regulations of the Stock Exchange of Thailand including the setting of a policy and methods of supervision for the management and related persons to prepare the Company’s internal information to be utilized in a beneficial way. The Audit Committee will report to the Board of Directors on the related party transactions, conflict of interest transactions, or transactions with related juristic persons or persons. Each matter will be considered and processed in accordance with the rules and regulations of the Stock Exchange of Thailand with the stipulated costs and conditions, which is to be equivalent to 182

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that of an external vendor (Arm's Length Basis). Moreover, the disclosure of cost lists, contractual parties and rationales were sufficiently shown in the Company Annual Report and Form 56-1. For the supervision of use of internal information, the Board of Directors and high-level management were required to report any changes of the Company's stock trading to the Security Exchange Commission in compliance with Section 59 of the Stock Exchange of Thailand Act (No.3) B.E. 2535 within 3 business days from the date of purchase, sale, transfer, or receipt. In addition, the Corporate Governance Committee recommended that the Board of Directors and high-level management report the number of shares they hold in the Board of Directors’ Meeting each quarter. This procedure has been continually conducted in the Board of Directors Meeting since the previous year. Code of ethics and business conduct

The Company has a policy to conduct its business operations by abiding by a high code of ethics including complying with the law, trusting the sincerity of employees, intensifying the relationship with suppliers, disclosing corporate information, ensuring fair competition, and maintaining the Company’s assets. Therefore, the directors, Management, and employees recognized and had a responsibility to conduct the business operations in an appropriate manner on a regular basis to be in accordance with the written declaration of the set business standards of the Company. Consequently, the Company will continually follow up its performance and campaign to promote organizational culture and working values to be recognized by all related parties.


Balance of power of non-executive directors

The Company’s Board of Directors comprises 13 members as follows:  11 Non-Executive Directors (4 persons are independent directors.)  2 Executive Directors The structure of the Board of Directors consists of 11 NonExecutive Directors, or 84.61 percent of the total number of directors, and 4 independent directors comprising 30.77 percent of the total number of directors and have the required qualifications to be in an independent position for the Company. This is in accordance with the provision set by the Stock Exchange of Thailand, which can ensure that the checks and balances were conducted in an appropriate manner.

the industry. The rate should be sufficient to encourage and retain Directors who have the required qualifications and are suitable in conducting the Company’s business operations. In 2011, the Corporate Governance Committee took into consideration the remuneration for the committees to be equal with that of the industry, and this included the responsibilities and obligations of the Company. Also the rate for each committee together with the Company Secretary and Assistant Secretary for the year 2011, which was equivalent with the rate for the year 2010. Thus, the rate for the Secretary of the Audit Committee was the only position that received an increase. Furthermore, the Board of Directors, Audit Committee, and Corporate Governance Committee received remuneration of not more than 8,885,000 Baht per year that was approved in the 2010 Annual General Meeting of Shareholders on April 27, 2011. The details are as follows:

Equalization of managing power

Remuneration for directors and executives

In the case whereby any member of the Board of Directors, Audit Committee, and the Corporate Governance Committee is not serving in a position and is replaced by a new member, the proportion of payment will be in accordance with the time in that position.

The Chairman cannot be a representative of a major  shareholder. The Chairman cannot be the same person who are the  CEO and President. The structure of the Board of Directors' consists of Non  Executive Directors in amount of 84.61 percent of the total number, and independent directors comprising 30.77 percent of the total number of directors, so to have appropriate facilitation of the equalization of power and examination of management.

The Company established a policy for the remuneration for the Board of Directors, which was conducted in a reasonably fair and transparent manner in which it assigned the Corporate Governance Committee to consider the rate of remuneration to be in line with

Annual Remuneration a payment to persons serving in a position. Honorary Chairman: payable once a year.  Company’s Directors: payable by quarter.  The Audit Committee, Secretary of the Audit  Committee, and the Corporate Governance Committee: payable twice a year. The Board of Directors Secretary and Assistant  Secretary: payable monthly

Meeting Allowance A payment to members of the Board of Directors or the Audit Committee who attending a meeting.

Remuneration Annual Remuneration Payable to (Baht/ Quarter)

Board of Directors (BOD)  Chairman * Traveling expense for Chairman not over 1 MB / year  Director  Secretary  Assistant Secretary Audit Committee (AC)  Chairman  Member  Secretary

Meeting Allowance (Baht/ (Baht/ Half ye`ar) (Baht/ Month) Meeting)

Meeting Allowance for Audit Committee (Baht/ Meeting)

71,500

38,500

49,500 – –

– – –

– 25,000 5,000

38,500 – –

– – –

– – –

68,000 60,000 40,000

– – –

– – –

24,000 20,000 –

68,000 60,000 25,000

– – –

– – –

– – –

Corporate Governance Committee (CG) –  Chairman –  Member Member who is an employee –  Honorary Chairman (Baht/Year) 100,000 **Other Remuneration: None

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183


The total remuneration paid to the Company’s Directors, Audit Committee members and the Corporate Governance Committee (CG) members was 10,040,860.15 Baht as follows:

Name

Position

Meeting Meeting Allowance for Allowance for Annual Company’s Audit Remuneration Director Committee (Baht) (Baht) (Baht)

Mr. Vanchai Chirathivat

Honorary Chairman

100,000

Mr. Akani Thepthimthong

Director Chairman of the Board

198,000 *835,647.72

Mr. Sudhitham Chirathivat

Director

Total Amount (Baht)

100,000

308,000 –

– –

506,000 835,647.72

148,500

77,000

225,500

Mr. Nontaphon Nimsomboon Director, Independent Director Chairman of AC Member of CG Chairman of CG Mr. Paitoon Taveebhol Director, Independent Director Chairman of AC Member of CG

198,000 136,000 60,000 68,000 148,500 60,000

308,000 – – – 192,500 24,000 –

– 120,000 – – – – –

506,000 256,000 60,000 68,000 341,000 24,000 60,000

Dr. Chiradet Ousawat,Ph.D.

Director, Independent Director Member of AC

198,000 120,000

269,500 –

– 120,000

467,500 240,000

Mr. Praphan Eamrungroj

Director

198,000

308,000

506,000

Mr. Suttiluk Samramyoo

Director, Independent Director

132,000

154,000

286,000

Mr. Yves Bernard Braibant

Director

198,000

308,000

506,000

Mr. Strasser Arnaud Daniel Charles Walter Joachim

Director

198,000

308,000

506,000

Mr. Jacques Dominique Ehrmann

Director

198,000

269,500

467,500

Mr. Ulisses Kameyama

Director

198,000

269,500

467,500

Mr. Guillaume Pierre Antoine Marin Humbert

Director

198,000

192,500

390,500

Mr. Pedro Antonio Arias Douce Director

198,000

308,000

506,000

Ms. Rumpa Kumhomreun

Secretary Member & Secretary of CG

300,000 50,000

– –

– –

300,000 50,000

Mrs.Umawadee Rattana-Udom

Assistant Secretary Member & Assistant Secretary of CG

26,935.48 29,166.67

– –

– –

26,935.48 29,166.67

80,000

80,000

Chairman of CG

286,000 *857,212.43 68,000

192,500 – –

– – –

478,500 857,212.43 68,000

General Winai Phattiyakul

Director, Independent Director Member of AC

198,000 120,000

192,500 –

Mr. Viet Hung Do

Director, Independent Director

66,000

115,500

Mrs. Patama Rawangpai Umphawa

Assistant Secretary Member & Assistant Secretary of CG

33,064.52 20,833.33

– –

– –

3,773,000

344,000

Ms. Nantavadee Suntibunyut Secretary of AC Members Who Resigned During the Year Mr. Suthichart Chirathivat

Total

Chairman of the Board

5,923,860.15

* Remarks - Other remuneration: Traveling expense for the Chairman of the Board of Directors 184

Annual Report

2011

– 80,000

390,500 200,000 181,500 33,064.32 20,833.33 10,040,860.15


Compensation of Executives and Management The Company has a policy to compensate the executives and management in a fair and reasonable manner including compensation in salary, bonus, and other benefits. Hence, this corresponds to the Company’s performance as well as that of each individual based on their position and level of responsibility.

Number of Persons

Total Amount (Baht)

2010 Salary, bonus and other remuneration

13

159,354,189.56

2011 Salary, bonus and other remuneration

14

208,406,532.22

Board of Directors' and sub-committee meetings

1. Board of Directors An appointment date will be set in advance for the Board of Directors’ Meeting for the year, so to facilitate the participation of all directors, especially those who have domiciles abroad. In addition, there may be special meetings if there is a significant business need. Moreover, there are still items for consideration accompanying the overall outcome of the agenda’s usual items. The Company Secretary will send invitation letter together with the agendas, and any other relevant documents to all directors 7 days beforehand. This provides the directors sufficient time to examine all issues in advance. Each meeting is held for approximately 3 hours.

Other non-monetary remuneration that is not cash : None.

In 2011, there were a total of 8 meetings that consisted of 5 ordinary meetings and 3 special meetings. The details are as follows: Name

General Meeting

Special Meeting

Total

1. Mr. Akani Thepthimthong 2. Mr.Sudhitham Chirathivat

5/5 2/5

3/3 0/3

8/8 2/8

3. Mr. Nontaphon Nimsomboon 4. Mr.Paitoon Taveebhol

5/5 3/5

3/3 2/3

8/8 5/8

5. Dr. Chiradet Ousawat,Ph.D. 6. Mr. Praphan Eamrungroj 7. Mr.Suttiluk Samranyoo

5/5 5/5 2/5

2/3 3/3 2/3

7/8 8/8 4/8

5/5 5/5

3/3 3/3

8/8 8/8

5/5 4/5 3/5

2/3 3/3 2/3

7/8 7/8 5/8

5/5

3/3

8/8

5/5 5/5 3/5

0/3 0/3 0/3

5/8 5/8 3/8

8. Mr. Yves Bernard Braibant 9. Mr. Strasser Arnaud Daniel Charles Walter Joachim* 10. Mr. Jacques Dominique Ehrmann* 11. Mr. Ulisses Kameyama* 12. Mr. Guillaume Pierre Antoine Marin Humbert* 13. Mr. Pedro Antonio Arias Douce* Directors Who Resigned in 2011 1. Mr. Suthichart Chirathivat 2. General Winai Phattiyakul 3. Mr. Viet Hung Do*

Replaced Positions During the Year

March 9, 2011 (replaced Mr. Tos Chirathivat) March 9, 2011 (replaced Mr.Satit Rangkasiri)

April 27, 2011 (replaced Mr. Viet Hung Do)

Resigned on November 4, 2011. Resigned on November 7, 2011. Completed the term and announced his resignation on April 27, 2011.

Remark: *Directors with foreign domicile. The minutes of all the meetings were made in writing, certified by the Board of Directors, and retained. The minutes are available for review and auditing by the Board of Directors and any related person at any time.

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185


2. The Audit Committee The Audit Committee meets on a regular basis and submits a report to the Board of Directors. The secretary sends invitation letters together with the agenda, including any relevant corporate documents to all Audit Committee members 7 days in advance. The Audit Committee takes into consideration and conducts its duties as assigned, especially the review of the financial statements to ensure they were precise and acceptable, and the confirmation that the company's internal control and internal audit systems are appropriate and efficient. In 2011, the Audit Committee held 6 meetings as follows:

186

Frequencies of Attending Meetings

Remarks

Mr. Nontaphon Nimsomboon

5/6

Completed the term and announced his resignation on November 17, 2011.

Mr.Paitoon Taveebhol

1/6

Replaced Mr. Nontaphon Nimsomboon

Dr. Chiradet Ousawat,Ph.D.

6/6

General Winai Phattiyakul

5/6

Resigned on November 7, 2011.

3. The Corporate Governance Committee In the year 2011, the Corporate Governance Committee held 4 meetings as follows: Frequencies of Attending Meetings

Remarks

Mr. Suthichart Chirathivat

2/4

Resigned on May 25, 2011.

Mr. Nontaphon Nimsomboon

4/4

Appointed as Chairman of the Corporate Governance Committee on July 20, 2011.

Mr.Paitoon Taveebhol

2/4

Replaced Mr. Suthichart Chirathivat on July 20, 2011.

Ms. Rumpa Kumhomreun

4/4

Mrs. Patama Rawangpai Umphawa

2/4

Resigned on May 25, 2011.

Mrs.Umawadee Rattana-Udom

2/4

Replaced Mrs. Patama Rawangpai Umphawa on July 20, 2011.

Annual Report

2011


Internal Control, Internal Audit and Risk Management

Internal control The Company has set the responsibilities and authority for the operators and the Management to be stated in writing. This was done to control and protect the Company’s assets and to receive the highest benefit. The responsibilities of the operators and Management were also divided accordingly together with the evaluation of the results, so to create appropriate balances and auditing. Risk management Big C Supercenter Public Limited Company established the Enterprise Risk Management System to be utilized as a tool for overseeing uncertain situations that could have a negative impact on the set targets of the Company. Therefore, there was continual development that would create confidence that the Company’s set objectives and targets could cope with any changes and risks quickly and efficiently. This would result in creating confidence among shareholders and stakeholders that the administration of the Company’s operations is transparent and has good corporate governance. For the administration of risks management, the Company evaluated the level of risks and established preventive measures for each issue together with the assessment of their control level. Also consideration was given to residual risks that were above the accepted level and a Risk Treatment Plan was created. Furthermore, there were key risk indicators used in continuously following up the outcomes. Therefore, the Company assigned a Risk Manager to be the person responsible for following up the assessment and drafting the report for the Management accordingly.

Corporate Governance Practices that the Company cannot comply

1. The Company’s Chairman should be an independent director The Company’s Chairman is not an independent director, as the Company believes that the Chairman should have the knowledge, skills, and experience in the retail business. Such qualifications will be of great benefit to the Company as the whole. 2. The Company should establish Remuneration and Recruiting Committees comprising more than 50 percent of independent directors The Company has assigned the Corporate Governance Committee to act as the Remuneration and Recruiting Committees concurrently. In the past, the Corporate Governance Committee has properly and efficiently performed such duties. The structure of the Remuneration and Recruiting Committees is the same as that of the Corporate Governance Committee, and it does not contain over 50 percent of independent directors in accordance with the Thai Institute of Directors (IOD) requirement. However, the Corporate Governance Committee was composed of 2 independent directors out of a total of 4 directors. 3. Policy that each member of the Board of Directors can serve as a member of the Board of no more than 3 companies The Company Board of Directors has considered and viewed that the companies which the directors served as the member of the Board of Directors are mostly the subsidiaries and the directors have the knowledge and abilities to oversee the business operation of the companies they served as the member of the Board of Directors. Although each director may serve as the member of the Board of Directors of other listed company or the subsidiaries more than 3 companies, he/she will be encourage to perform his/ her duties accordingly. Therefore, this will enable the Company not to set a policy on the number of companies or subsidiaries that each director can serve on.

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187


Big C

Being More Than Just a Retailer Since its establishment 18 years ago, Big C has always been an integrated part of the Thai community. Big C is more than just a retailer. We are a genuine friend and family of consumers across Thailand. Everyday, the Company strives to develop better quality of life for consumers nationwide in every possible way. Big C’s corporate social responsibility in 2011 focused on 3 main aspects that are of crucial importance to consumer’s quality of life: Education, Community Development & Assistance and Environment

Education

Big C Foundation is the focal point of Big C’s initiatives on education. Under the philosophy “Big C Foundation –

fostering dreams, smiles and happiness for the Thai communities”, the Foundation contributed over 200 million Baht

to support and promote youth education since its establishment in 2002. To support education of Thai youths, in 2011, Big C Foundation:

 Constructed of 2 new schools buildings worth 7 Million Baht for flood-affected schools nominated by Ministry of Education. To date, the Foundation has constructed 29 school buildings across Thailand.  Granted 3,375 scholarships totaling 10.125 Million Baht to secondary school students nationwide. During the past 8 years, the Foundation has supported over 24,000 scholarships worth over 84 Million Baht to Thai students.  Organized workshop on “new teaching methods & techniques” to sharpen teaching skills of elementary school science teachers in 19 provinces.  Extended flood relief assistance to flood-affected students through Ministry of Education  Provided 84 mini-library corners to libraries of floodaffected schools in commemoration of His Majesty the King’s 84th Birthday Anniversary 188

Annual Report

2011

Community Development & Assistance

Big C puts a strong emphasis on implementing projects that create long-lasting and positive impacts for the communities. Big C stores, with majority of store members being local residents, provided valuable inputs to Head Office on areas of support that communities need. Big C’s Head Office, in turn, tailors Big C’s community development & assistance projects to best serve local needs in line with the Company’s philosophy. Highlights of Big C’s 2011 community development & assistance projects are: 1. Construction of a hospital, vocational training facility and retail store for local community:

In 2011, Mr. Yves Braibant, CEO and President of Big C Supercenter, led an initiative to successfully raise a 9-MillionBaht fund, in cooperation with customers and business partners nationwide, for the construction of a community hospital for Thai residents in remote area to commemorate His Majesty the King’s 7th Cycle Birthday Anniversary. The Fund was presented to Tha Ton Royal Temple in Mae Aye District of Chiang Mai Province during the occasion that Mr. Braibant has been graciously granted the honour to lead Big C Supercenter PCL and Big C Foundation to present the Royal Katina Robe to this Royal Temple. This 30-bed community hospital will create access to primary and emergency medical treatments and improve


quality of lives for the 3,000 households and 21,000 residents in Tha Ton subdistrict and vicinity. Hospital interpreters who speak local tribal dialects will also ensure accurate communication and understanding between patients and doctors.

management techniques. These two projects have been actively transferring knowledge and expertise to local community members and contributing to the betterment of their quality of life.

2011 also witnessed the completion of two major community development projects initiated in 2010 by Mr. Yves Braibant in conjunction with Big C employees and business alliance. Since July 2011, the projects have been delivering long-term and sustainable benefits to local communities through vocational education, training and occupational support for members of local communities around Tha Ton subdistrict in Chiang Mai province.

2. Flood relief and assistance

These projects are: “Big C-Alliance Vocational Training Building”, which Big C and business alliance raised a 6-million-

baht fund for its construction at Fang Vocational College (Tha Ton Campus), and “Tha Ton Community Store”, where Big C designed store layout, supported hardware and equipments and trained local store staff on marketing, accounting and

Big C stands by the side of the Thai communities both in happy -- and especially during trying times. Throughout and after the 2011 flood crisis, Big C Supercenter PCL and Big C Foundation carried out numerous flood-relief and restoration efforts for flood victims nationwide, which can be summarized as follow: Donation of essential commodity items Under the campaign “Thai Help Thai to Fight Flood”, Big C sourced, arranged and dispatched over 40,000 relief bags to flood victims in 31 provinces in 2011. The project was done in close cooperation with suppliers, business partners, the Royal Thai Armed Forces, local authorities, the media, and most importantly, the customers – enabling these relief bags to get to flood victims in hard-to-reach areas in a timely manner. The flood also gave rise to the “Big C Volunteer Team” comprising of 450 Big C employees and the general public throughout Bangkok and vicinity who regularly carried out floodrelief activities and post-flood cleaning and restoration. Standing by the side of flood victims During the time when flood surrounded many communities and cut off residences’ access to medical treatment, access to clean water and other crucial services, Big C kept as many stores open as long as we can to provide flood victims with much-need services, such as: Emergency medical center, in cooperation with Ministry  of Health and non-governmental rescue organizations, to provide primary medical care and counseling to flood victims in areas surrounded by flood water and inaccessible by small vehicles. Donation storage and distribution center, in cooperation  with the Red Cross and relief organizations, to store and distribute essential commodity items to flood victims. Temporary shelter for flood-affected residents and  emergency response officials around Big C premises, free overnight parking for flood-affected residents and boat services to and from Big C in the area that are heavily inundated. 3. Support to Local Community

“Smile District” (Amphur-Yim): In cooperation with Ministry of Interior, the 15 stores that Big C provided space for the Government’s one-stop service since 2010 have become very popular among consumers who are looking for government documentation services with added convenience. “Big C Smile Unit”: In cooperation with Ministry of Interior, the joint Big C-Ministry of Interior team has visited over 110 communities in 2011 to provide local community members with everyday knowledge and basic necessities. Annual Report

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189


OTOP and Agricultural Support

Big C regularly supports local farmers and SMEs to promote local enterprises and support local community. In 2011, the Company continued to advance on projects such as: “Happy Rice Project”: In cooperation with the Chaipattana Royal Foundation, Big C helped flood-affected farmers grow rice and guarantee stable income to revitalize their livelihoods. Happy Rice, produced in accordance with GAP and GMP standards, has been available to the public in Big C since June 2011. OTOP Promotion Program: In cooperation with Ministry of Interior, Big C organized OTOP festivals at stores nationwide and carried over 300 SKUs of OTOP products. Blue Flag Program: In cooperation with Ministry of Commerce, to handle shortage and oversupply that affected price of agricultural products or consumers’ cost of living.

Environment

Big C employs its strength in having nationwide presence and being a part of consumers’ daily life to promote recycling and environmental conservation. In 2011, the Company’s projects include: 1. Green Roof Project:

Big C, in partnership with Tetra Pak (Thailand) Co. Ltd. and Fiber Pattana Co. Ltd., initiated this project to promote the recycling of used beverage cartons normally discarded as garbage across the country. Under the Green Roof project, consumers are invited to bring used cartons to Big C, where they are collected and sent to Fiber Pattana to separate paper pulp from foil. The foil are then compressed, laminated and molded into a “green roof” – a foil roof that can withstand heat, rain and reduce indoor temperature by 2 degrees Celsius. The roofs are then donated to the Friends of Pa Royal Foundation, who used the green roofs to build new houses for victims of natural disaster. In 2011, Big C stores nationwide received over 105,000 kilograms of beverage cartons from consumers, which had been converted into 5,300 roofs for over 130 houses. 2. Green Supply Chain Initiatives:

Big C attaches highest priority to make the Company’s supply chain, opertated 24 hours a day, most efficient and environmentally conscious. The Company has utilized innovation, new technology and sustainable 190

Annual Report

2011

supply chain and logistic practices to further reduce carbon emission and fuel usage in Big C Supercenter’s supply chain to conserve the environment and reduce global warning. In 2011, Big C was the first retailer in Thailand and Southeast Asia to introduce new eco-friendly technology and innovations to develop the Company’s trailer fleet to be able to the Company’s fleet are operated in the most efficient and environment-friendly manner, able to transport more pallets, save more energy and reduce carbon dioxide emission by 47%. They are: Thermal blanket: a temperature-preserving pallet-cover with frozen gel pockets that are used to maintain chilled temperature for fresh food products up to 50 hours. The thermal blanket helps reduce the use of refrigerated trucks in Big C’s nationwide supply chain – which in turn helps reduce carbon emission by up to 28%. Specialised Drop Deck Trailer: a new truck with special features that help maximize space usage and reduce the number of trips needed. In cooperation with Michelin Siam Group and Toll Logistics, Big C’s green trucks are equipped with these new technologies: 1. Moveable Mezzanine Floor to allow loading of various size pallets as double stacking of heavy pallets in order to utilize the full 100% volume capacity of the trailer. This special trailer will be able to carry 48 pallets and up to 57 tonnes per trip –a significant increase from the capacity of a normal trailer; 2. Curtain-sided Trailer to allow easier and quicker loading and unloading; 3. Dedicated Transport Shuttles which are the results of Big C’s recent increase in economies of scale. Big C has studied the use of dedicated factory shuttles with the Company’s large suppliers such as Unilever and Nestle and found that the use of dedicated shuttles and dedicated loading docks will significantly reduce shipping time and inventory. Big C aims for these new technology and innovations to save energy and reduce CO2 emissions by 1.8 million kilograms by 2014 -- to support the Ministry of Natural Resources and Environment’s effort in saving 84 million kilograms of carbon emissions to honthe Company’s HM the King’s 84th Birthday Anniversary. 3. Big C Go-Go Green Marathon:

Reforestation is also one of Big C’s environmental priorities. In March 2011, we organized a Marathon competition participated by 1,000 runners and raised 500,000 baht to support Department of Forestry’s reforestation project.


Business Analysis & Report

Annual Report

2011

191


Board

of Directors Report

The Board of Directors is responsible for overall financial statements of the company and its subsidiaries and any financial information shown in the Annual Report. The financial statement was prepared in accordance with the accounting standard as generally accepted in Thailand, in which is also complied with major international accounting standards. The company chooses appropriate accounting policy and always acts accordingly together with careful discretion and the best estimation for such arrangements. This includes adequate disclosures of necessary information in remarks and appendix of the financial statements. The Board of Directors maintains the efficiency of the internal audit control system in order to be reasonably confident that records of any accounting information are accurate, through, complete and enough to maintain the company’s assets. It is also aimed at substantially identify and acknowledge weaknesses to prevent malfeasance or inappropriate performances. In this regard, the Board of Directors of the company has appointed an Audit Committee, comprising the Independent Directors who are not Executives. The Audit Committees shall have the responsibilities relating to the quality of the report on financial statement and internal control system. The opinion of the Audit Committee with regards to these subjects appeared in the report of the Audit Committee as shown in the Annual Report The Board of Directors considered that, in general, the internal control system of the company has achieved satisfactory level. It can also reasonably ensure the reliability of the company and its subsidiaries’ accounting system as of December 31, 2011.

(Mr. Akani Thapthimthong) Chairman of the Board

192

Annual Report

2011

(Mr.Yves Bernard Braibant) Chief Executive Officer & President


Management Discussion and Analysis

As our annual report cover says, the Company ends the year 2011 in every way “Bigger and Better”. This year was a year of changes and challenges. It was also a year of hard work and successful execution. The Company’s position has significantly strengthened and it is better equipped than ever to compete in its market place. From below you can find the major highlights, challenges, and changes for the year 2011: Carrefour integration The year 2011 marked a great transformation of the Company as it integrated Carrefour Thailand’s operations to its own operations. On 5 January 2011, the Extraordinary General Meeting of shareholders No.1/2011 approved the acquisition of 100 percent shareholding in CenCar Group. On 7 January 2011 (the acquisition date), the Company paid Euro 851 million (equivalent to Baht 34,030 million) for the business and settled liabilities to the financial institutions amounting to Baht 5,913 million on behalf of Nava Nakarintr Limited and SSCP (Thailand) Limited. On 21 September 2011, the Company entered into settlement agreement to adjust purchase price on business acquisition amounting to approximately Euro 6 million or equivalent to approximately Baht 255 million. The payment was made on 3 October 2011 making the total cash acquisition cost of Baht 34,285 million. To acquire this business, the company made a repayable loan of Baht 38,500 million with a 1 year term. This loan also included an option to extend the repayment period for another 6 months without any collateral. During the year company repaid Baht 2,000 million of this loan, ending the year with Baht 36,500 million of the loan outstanding. During the year the Company assessed the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. This assessment was completed within the period of twelve months from the acquisition date allowed by Thai Financial Reporting Standard number 3 (revised 2009). During the measurement period, the Company obtained further information on the fair value of part of the assets and liabilities and has retrospectively adjusted the provisional amount recognised at the acquisition date. The adjustments caused property, plant and equipment and investment property increased by approximately Baht 4,228 million, leasehold right decreased by Baht 591.2 million, deferred tax assets increased by approximately 255 million, shortterm provisions increased by approximately Baht 51 million and deferred tax liability increased by approximately Baht 1,268 million. This strategic acquisition has proven extremely valuable for the Company as this gave it access to Bangkok city center and

made the company a leader in terms of hypermarkets in major cities such as Bangkok, Phuket, Pattaya, Had Yai and Chiang Mai. The acquisition added 34 hypermarkets 8 supermarkets, and 1 proximity store to company’s store network. This increased company’s hypermarket and supermarket network from 71 to 105 and supermarkets from 2 to 10. All Carrefour stores were rebannered during second quarter of 2011 and whole integration process was finished by the end of July 2011. For the period from 7 January 2011 to 31 December 2011, these additional stores have contributed revenue and profit of approximately Baht 32,564 million and Baht 1,094 million, respectively, to the consolidated statement of comprehensive income. Organic expansion Beside the growth through integrating Carrefour’s stores, company continued its organic growth by opening 3 hypermarket, 2 Big C Market, 37 Mini Big C, and 21 Pure drugstores during the year. These openings brought the total number of stores to 108 hypermarkets, 12 Big C Market, 51 Mini Big C, and 50 Pure drugstores, or a total of 221 stores. Flooding During the fourth quarter of 2011, Thailand was hard hit by its worst flooding in decades. The Company had to temporarily close down 5 hypermarkets, 15 Mini Big C, 1 Pure and all our 4 distribution centers. By the end of the year 2011, all but 3 Mini Big C and 1 distribution center had been re-opened. In the face of this adversity, the Company and its employees rose again to meet the challenge and showed great flexibility to make it possible for the Company to keep serving our customers with much needed supplies. It quickly moved distribution center operations from the closed sites to 7 temporary sites and asked the suppliers, who could do so, to supply directly to our stores. When faced with supply shortages from suppliers, the Company searched for substitute suppliers and, in some cases, imported some basic items such as drinking water and noodles. The damages from the flooding are estimated at approximately Baht 645 million consisting of damages to inventory of Baht 105 million, business interruption loss of Baht 457 million and other damages of Baht Annual Report

2011

193


83 million. Damages are covered under the Company’s insurance contracts and the management believes that the Company will be able to recover for all losses from its insurance companies. Accordingly, the Company recorded the insurance recovery income in its financial statements for the year ended 31 December 2011.

the re-opening of our flagship Big C Rajdamri store in April 2011, and the continuing opening of new stores (3 hypermarket, 2 Big C Market, 37 Mini Big C, and 21 Pure drugstores), in particular during the second half of the year when the integration was completed, as well as the full year impact of 2010 openings.

New accounting standards and changes to accounting policies. During the year the Company adopted new accounting standards and changed accounting policies. These don’t have any significant impact to financial statements except the following accounting standard changes: TAS 12 Income Taxes and SIC21 Income Taxes, TAS 19 Employee Benefits, TAS 40 (revised 2009) Investment Property, and the following accounting policy changes: Revenue recognition from sales of goods - Customer loyalty programmes (changes the way issued customer loyalty program points are treated), Inventories (inventory costs are recalculated by allocating cash receipts from suppliers regarding the purchase of products as a part of the ending balance of inventories). The effect of application of new accounting standards and changes in accounting policies during the year was a decrease of the profit of Baht 380 million in 2011 and Baht 71 million in 2010. The cumulative effect of these changes and restatement of the financial statements was a reduction of the beginning balance of retained earnings of Baht 357 million in 2011 and Baht 304 million in 2010. (You can find more detailed explanations from notes 3 and 5 in notes to financial statements.)

Depreciation policy change During the year the Company reviewed useful lives of its assets to better reflect the expected pattern of the future economic benefits. This exercise led the Company and its subsidiaries to change the estimated useful lives of assets. (You can find the details from the note 6.7 in notes to financial statements.) This change resulted in increasing the profit of the Company and its subsidiaries for the year ended 31 December 2011 by Baht 887 million (1.11 Baht per share).

Financial Analysis

The operating results of the Company and its subsidiaries for the year ended 2011 reflected a net profit of Baht 5,260 million, compared to a net profit of Baht 2,833 million over the same period last year, which represents an increase of Baht 2,427 million, or 85.7%. The operating profit for 2011 amounted to Baht 8,286 million, an increase of Baht 4,298 million or 107.8% as compared to last year. These excellent results reflect the successful Carrefour integration and continued good performance of the Company. This year’s performance is based on the following items: Net Sales Net sales in 2011 amounted to Baht 102,563 million for the company and its subsidiaries, which represented an increase of Baht 32,704 million, or +46.8% over the same period last year (5.6% growth for Big C standalone). Retail sales growth in 2011 was driven by the integration of Carrefour Thailand’s operations, 194

Annual Report

2011

Rental and Service Income from tenants 2011

2010

% change

- Rental and Service Income

6,985

4,200

66.3 %

- Other Income

4,093

2,150

90.4%

11,078

6,350

74.5%

Total

Rental and Service Income from tenants amounted to Baht 6,985 million in 2011 which represented an increase of Baht 2,785 million or 66.3% over the same period last year (14.0% for Big C standalone). This increase resulted mainly from additional lettable space from 5 new shopping malls opened during 2011, the acquisition of Carrefour stores, the reopening of Rajdamri store, occupancy rate maintained at high level of 95%, best practices in lettable space leasing introduced to ex-Carrefour stores and benefits from the alignment of tenants' rental structures and rates between Big C and Carrefour Thailand. Other Income Other Income include such income as compensation income, advertising income from suppliers for the advertisements placed in the Company and its subsidiaries' brochures, cash discounts received from suppliers, after sale service income and interest income. It amounted to Baht 4,093 million in 2011, which represented an increase of Baht 1,943 million or +90.4% over the last year as a result of the increase in brochure income and in compensation income arising from the 2010 fire incident and the 2011 floods (of respectively Baht 534 million and Baht 645 million). Gross Profit Gross Profit in 2011 stood at Baht 15,238 million, an increase of Baht 5,981 million or +64.6% over the same period last year. This reflects continuous improvements and the successful negotiations between Big C and its suppliers in the process of the integration of Carrefour Thailand’s operations. Selling and Administration Expenses Selling and Administration Expenses amounted to Baht 18,030 million in 2011 which represented an increase of Baht 6,411 million or +55.2% over the last year. This was reflecting the effect of the consolidation of Carrefour Thailand’s stores. Finance cost Finance cost for 2011 amounted to Baht 1,271 million which represented a sharp increase of Baht 1,265 million from Baht 6 million in 2010. This was due to interest costs related to the bridge loan of Baht 38,500 million contracted by the Company when it acquired Carrefour Thailand’s operations.


Cash Flow

The net cash flows from operating activities of the Company and its subsidiaries for year 2011 accounted for Baht 8,446 million or 8.2 percent of sales with an increase of Baht 1,663 million Baht or 24.5 percent over 2010. An increase in cash flows allowed the Company and its subsidiaries to have more flexibility to invest in new stores, remit dividend payment and repay the loans. At the end of 2011, cash and cash equivalents of the Company and its subsidiaries increased by Baht 2,290 million.

Financial Ratios

1. Average inventory days and account payable days In 2011, the Company and its subsidiaries have maintained the efficiency in working capital management during the year. Significant initiative during the year was the trade and credit term alignment negotiations that followed the Carrefour acquisition. Company’s average account payable days for 2011 was 87 days. The average inventory days for 2011 was 29 days. Corporate income tax The Company’s corporate income tax for 2011 amounted to Baht 1,754 million, an increase of Baht 605 million compared to last year. The Company’s effective tax rate was 25%, lower than the statutory corporate tax rate of 30%. The lower effective tax rate for the year 2011 was mainly due to the positive impact from tax exemptions decided by the Revenue Department following the political unrest in 2010, as announced in The Royal Decree, as well as to the positive impact from adopting TAS 12 Income Taxes accounting standard for the first year which reflected the scheduled reduction of the statutory corporate tax rate to 23% in 2012 and 20% in 2013.

Analysis of the Balance Sheet

As at December 31, 2011, the Company and its subsidiaries had total assets of Baht 90,726 million, an increase of Baht 51,193 million when compared to the year 2010. An increase was caused by the integration of balance sheet from Carrefour acquisition and insurance claim receivable from flood incident. Also the cash and cash equivalents increased by Baht 2,290 million when compared with 2010. In regards to the liabilities, the Company and its subsidiaries had total liabilities of Baht 67,206 million, an increase of Baht 47,768 million when compared to the same period of last year effected by integration of balance sheet of Carrefour acquisition. The increase is mainly due to the outstanding bridge loan of Baht 36,500 million that the Company entered into when it acquired Carrefour. Trade accounts payable increased by Baht 8,538 million from the previous year. Deferred tax liability increased by Baht 1,237 million rising from the impact of adopting TAS 12 Income Taxes accounting standard for the first year which reflected the scheduled reduction of the statutory corporate tax rate to 23% in 2012 and 20% in 2013. Accrued expenses increased by Baht 948 million due to the related expenses of new store expansion of 3 hypermarket stores and 2 Big C Market stores, 37 Mini Big C stores, and 21 Pure drugstores.

2. Current ratio The current ratio is derived from current assets divided by current liabilities, which was 0.3 times as of 31 December 2011, decreased from 2010 when it was 0.7 times. The reason was due mainly to an increase of current liabilities from the short term loan company entered into to finance Carrefour acquisition. 3. Total liabilities to shareholders equity At of 31 December 2011, the capital structure of the Company and its subsidiaries was composed of total liabilities in the amount of Bath 67,206 million and total shareholders’ equity of Baht 23,520 million. The ratio of total liabilities to shareholders equity was 2.9 times, largely due to increase in current liabilities from the short term loan to acquire Carrefour. 4. Profitability ratio In the beginning of 2011 the Company and its subsidiaries made a very important strategic acquisition of Carrefour (Thailand). During the year company ramped-up the integration effort allowing it to get into position to start reaping the synergies from the transaction. As a result, the profitability ratios increased significantly when compared to 2010. Gross profit margin increased from 13.3% in 2010 to 14.9% in 2011, operating profit margin increased from 5.7% in 2010 to 8.1% in 2011, and net profit margin from 3.7% in 2010 to 4.6% in 2011.

Annual Report

2011

195


Risk Factors

Government/Regulatory/Security

In 2011, there was severe flooding in Thailand. Although the government endeavored to prevent the situation from alleviating, the flooding resulted in severe widespread damage. With regards to the Company, many branches received an impact from the floods. This can be divided as follows: 5 hypermarkets, 15 mini Big Cs, 1 Pure, and 4 distribution centers. However, the Company had prepared a crisis management plan to deal with the flooding in advance. This enabled the Company to cope with the situation promptly and re-open its branches and distribution centers from November 2011 onwards. In addition, the Company had taken out insurance covering damage due to flood beforehand in order to distribute the risk and alleviate the damage from the flooding. For the retail business, following the government had approved a resolution for drafting a law for controlling the retail and wholesale business in December 2009, it appointed the Council of State to consider adjusting the law to be in line with the recommendations offered by the related parties. At present, the draft of the aforementioned law is with the Council of State. It is assumed that this will take some time before being considered by Parliament. With regard to this issue, the Company assigned the Legal and Taxation Division to closely follow up the progress, so to ascertain if there would be any impact on the Company’s business operations and plan. This would prepare the Company for any implemented changes.

The situation of the ongoing violence in the three southern border provinces of Yala, Pattani and Narathiwat remains a source of increased concern. The Company still retained its strict security procedures as well as informed all staff to take precautions and be aware of any abnormalities. Therefore, the Company organized on-going training for staff on how to deal with emergency situations including alert measures in accordance with the Company’s risk management policy. For this, the Company had insurance coverage to reduce any risks that could occur against the Company’s property at all branches nationwide.

Financial risk

According to the Accounting Standards of Thailand No. 48 regarding Financial Instruments, the Company and its subsidiaries’ financial instruments include cash and cash equivalents, account receivables, rental and other income, loans given to subsidiaries/ loans from subsidiaries, short-term loans and trade accounts payable. The financial risks related to these financial instruments and risk management policies are as follows: 1. Credit risk Credit risk includes trade accounts receivable, loans given to subsidiaries/loans from subsidiaries, rental and other income. The Company has a strict administration policy and credit controls of an appropriate level with close monitoring of debt collection; thus, the Company’s credit risk was low. 2. Interest rate risk Interest rate risk includes the risk on bank deposits, shortterm loans from financial institutions, assets and financial debts. During the year company entered into a short term loan to acquire Carrefour (Thailand). The loan term was 1 year. Its rate is floating and tied to 1-month THBFIX 1 month + margin. The interest rate followed the market situation and therefore the Company was exposed to an interest rate risk because of the fluctuating interest rate. 3. Exchange rate risk The Company experienced a low risk from the exchange rate, as a result of the Company had signed loan agreements denominated in Thai Baht only and most of these loans were for sales of goods purchased domestically.

196

Annual Report

2011


The Audit

Committee’s Report

To the shareholders of Big C Supercenter Public Company Limited The Audit Committee of the Big C Supercenter Public Company Limited (the “Company”) comprises three independent directors who are qualified in financial accounting and management. In the year 2011, there were changes in the positions of the Chairman and Members of the Committee. Mr. Nontaphon Nimsomboon resigned from the position of Chairman on 17 November, 2011, and disclosed his intention of not holding the position again. This was due to the fact that he had performed his duties for 12 years, and to comply with the Securities and Exchange Commission’s guideline for the Audit Committee. The Company had appointed Mr. Paitoon Taveebhol to be the new Chairman. Additionally, the Company was in the process of searching for another Member as General Winai Phatthiyakul resigned from his position on 7 November, 2011. Consequently, the Company’s Audit Committee comprised Mr. Paitoon Taveebhol as Chairman, who was qualified in accounting and finance, and Dr. Chiradet Ousawat as the Member. During 2011, the Audit Committee had a total of 6 meetings. In the first 5 meetings, the Committee comprised Mr. Nontaphon Nimsomboon as Chairman and Dr. Chiradet Ousawat and General Winai Phatthiyakul as the Members. The final meeting consisted of Mr. Paitoon Taveebhol as Chairman and Dr. Chiradet Ousawat as the Member. The Audit Committee continuously consulted and exchanged opinions with the External Auditor, Management, and Internal Auditor on various major issues. The completed works of the Audit Committee, as well as recommendation on various issues during the year 2011 are summarized as follows: Accuracy and reliability of the Company’s financial statements The Audit Committee reviewed the Company’s financial statements for each quarter, the annual financial statements, significant accounting policies, and the financial report coupled with the consideration of the audit scope, audit plan, audit methods and detected issues, jointly investigated by the Management and the External Auditor. The Audit Committee came to conclusion that the accounting and financial reporting processes under the Company’s

internal controls were effective. The financial statements presented the financial status and results of the Company’s operations as being accurate in accordance with general accepted accounting principles. Furthermore, the disclosure of information in the financial statements was also adequate and on time for the benefit of the Company’s shareholders and sufficient for decision making by the investors. Adequacy of internal control, internal audit, risk management, and good corporate governance The Audit Committee reviewed the audit results from both Internal Audit Department and the External Auditors regarding the assessment of the internal control, risk management, and good corporate governance, as well as the remediation actions of the management regarding the recommendations in the audit reports. This also included the consideration of the internal process of whistleblower system and complaint handling. The Audit Committee had the opinion that the internal control of the Company was adequate, appropriate, and effective. This included the internal environment, risk assessment, control activities, information and communication, and monitoring system. In addition, the Audit Committee reviewed the annual risk-based audit plan, performance of the Internal Audit Department, as well as the regularly meeting with the head of Internal Audit Department without the attending of Management. The Audit Committee concluded that the internal audit was conducted with independence and appropriateness. Compliance with Securities and Exchange Commission (SEC) laws, the Stock Exchange of Thailand’s (SET’s) requirements, and applicable laws The Audit Committee gave precedence to the follow up of the Company to comply with Securities and Exchange Commission (SEC) laws, the Stock Exchange of Thailand’s (SET’s) requirements, and applicable laws; for example, the Securities and Exchange Act B.E. 2535 that was further amended by the Securities and Exchange Act (No. 4) B.E.2551, and the Public Limited Company Act B.E. 2535 that was further amended by the Public Limited Company Act (No. 3) B.E. 2551, the Computer Crimes Act B.E. 2550, the Labor Law, labor contracts, and commitments that could arise from contracts with external entities and other requirements. The Audit Committee regularly monitored the Company’s Legal Director and the External Auditor to report, explain, and answer questions relating to the above-mentioned laws and regulations.

Annual Report

2011

197


The Audit Committee considered that the Company had fully complied with all applicable regulatory requirements accurately, appropriately and in a timely manner. Transactions with potential conflicts of interest The Audit Committee paid attention to transactions with potential conflicts of interest and has involved the External Auditor in the review of related transactions or those with potential conflicts of interest to ensure conformance to the applicable law and SET’s regulations. The Audit Committee considered these related transactions part of the normal course of business with regular commercial conditions sensible and fair conditions, and in the best interests of the Company, as well as the Company sufficiently disclosed the information to the financial statement.

Suitability, consideration, selection, and endorsement of the External Auditor The Audit Committee took into consideration the independence, performance and experience of the External Auditor as well as appropriateness of the audit fee in order to ensure the satisfactory of performance of the External Auditor which able to provide beneficial information to stakeholders. The Audit Committee proposed to the Board of Directors for the approval from the shareholders meeting for the appointment of Ms. Kamontip Lertwitworatep, auditor license no. 4377 and/or Mr. Wichart Loketkrawee, auditor license no. 4451, and/or Ms. Siriwan Suratepin, auditor license no. 4604 of Ernst and Young Office Limited to be the Company's External Auditors for the year 2012 with the audit fees for the Company and its subsidiaries at 7,518,000 Baht. Overall view and remarks as a result of performance under the charter The Audit Committee continuously regularly reviewed adjusting the Audit Committee Charter to be more appropriate, as well as conducted a self-assessment of its performance which consists of reviewing its composition, activities, and dealing with the Management and the External Auditor accordance with the best practice guidelines from the Stock Exchange of Thailand and the Audit Committee Charter. The Audit Committee came to the conclusion that the scope and performance were in line with the Audit Committee Charter that further enhanced the good Corporate Governance of the Company in an appropriate manner.

Mr. Paitoon Taveebhol Chairman of the Audit Committee 9 March 2012

198

Annual Report

2011


Report of the

Corporate Governance Committee The Corporate Governance Committee held and implemented the Company’s business operations in accordance with the policy of good corporate governance that has received the approval from the Company’s Board of Directors, and also followed the principles and regulations of the Stock Exchange of Thailand. Therefore, the Committee performed the role of corporate governance of the company as well as continuously conducted and developed its duties up to the present time. The Committee realized that the corporate governance was a key factor in building confidence with investors, customers, and all related stakeholders and laid the foundations for sustainable business development of the Company. In 2011, a total of 4 Corporate Governance Committee meetings were held. The objectives of these meetings were to establish the policy, review the working plan, and follow up the outcomes of the functions of corporate governance that were to be in accordance with the established corporate governance policy and plans by retaining the standards to be of a satisfactory level for future development. The Company still provided opportunities for shareholders to have the right to propose agenda items and nominate qualified persons to take up a position on the Board in the annual general meeting of shareholders as well as submit any enquiries in advance that required addressing in the annual general meeting of shareholders, this was published on the Company’s website. In addition, the Corporate Governance Committee progressed in providing knowledge relating to the practices of the policy of corporate governance to the Board of Directors and Management regularly where determined that the Company did review and evaluate the corporate governance by itself (Corporate Governance Self Rating) in order to know the corporate governance performance of the Company, and data were obtained from self-evaluation to be used for the adjustment of the Company’s continuous development. In providing opportunities for complaints that were in line with the principles of corporate governance, the Company opened a communications channel for shareholders, customers, and the related stakeholders to lodge a complaint whenever they saw an issue of corruption and/or dishonesty with the Secretary of the Corporate Governance Committee (Ms. Rumpa Kumhomreun, CFO and Vice President of the Accounting and Finance Department) Email: kurumpa@bigc.co.th or send all related documents to the Office of the Vice President of the Accounting and Finance Department, 97/11, 7th Floor, Ratchadamri Road, Lumpini, Pathumwan, Bangkok 10330 Tel.: 02 655 0666 Ext. 4062.

In 2011, the Corporate Governance Committee conducted the following aspects: and adjusted the Corporate Governance Charter • Reviewed and disseminated the aforesaid Charter on the Company’s

website. Submitted the annual report that reported the practices of corporate governance to the Board of Directors and Management in the Board of Directors’ Meeting. Reviewed and scrutinized the Company’s performance in accordance with the related laws and followed the set principals of the Stock Exchange of Thailand and the Securities and Exchange Commission. Determined the standards for reporting the conflict of interest of the Board of Directors and Management including business partners. Supported the modification of the internal auditing structure of the Company by coordinating with the Auditing Committee. Arranged a Code of Conduct Guideline to be utilized as a mechanism for conducting business in a creative manner for the Board of Directors and Management of all levels. Generated understanding and gave high priority to Corporate Social Responsibility (CSR).

• • • • • •

In 2011, the Company obtained the evaluation of the CG Rating from the Thai Institute of Directors Association (IOD) that showed a level of “Very Good”. This clearly reflected the intention of the Company’s business operations under the principles of good corporate governance that will create added value as well as stable continuity for the Company. In addition, this will further enhance the benefits for the shareholders and related stakeholders for the long term. The Corporate Governance Committee is very aware of its responsibilities and will continue to further develop.

• •

(Mr. Nontaphon Nimsomboon) Chairman of the Corporate Governance Committee

Annual Report

2011

199


Report of the

Risk Management Committee The Big C Supercenter Public Company Limited had the Risk Management Committee supervise and manage as well as organize the Company’s risk management according to the strategic plan for the development of the enterprise risk management system in order to have prolonged efficiency. This had been supported with the cooperation from all levels of the Company. This can be summarized as follows: 1. Processes of risk management and risks of the Company The Company took into consideration and adjusted the processes of the risk management in order to generate confidence in the risk management and internal controls that were satisfactorily effective subject to the acceptable level of risk and appropriate for the ever-changing environment. The specific risks that impacted the strategies and operational plan had been identified, including strategic risk, operational risk, financial risk, and compliance risk. Therefore, a risk map was conducted in order to see the correlation between impact and likelihood of those risks. Furthermore, an evaluation of the effectiveness of the current internal controls was done, so to create a consequence of the residual risks for the Company overall. 2. Response to the risk of the Company For the risks that were higher than the acceptable level, the Risk Manager coordinated with the various related departments to initiate a Risk Treatment Plan. This was done to create confidence in those risks would receive the necessary appropriate risk management and internal controls. 3. Procedures for following up the risk management Progress was made in operation of the set risk treatment plan and the major risks of the Company were successively followed up through the reports from the related departments. This would help them recognize the various incidents, which indicated the trends of the increasing risks and proceed with the prevention or solution in a timely manner before they could cause any negative impact on the Company. Moreover, the implementation of Key Risk Indicators (KRI) was conducted. This is a tool for measuring the activities that might have increased risks on the Company as well as an early warning system to search for the causes beforehand and solve them.

200

Annual Report

2011

4. Risk management training The Company regularly conducted training for employees, especially new staff as a part of the New Employee Orientation Program. Thus, all new employees received knowledge about the major procedures of the Company’s risk management in order to continue enterprise risk management process. 5. Crisis Management Plan The Company realized the importance of crisis management; consequently, it assigned the Risk Management Manager and representatives from the related departments create a Crisis Management Plan with some modifications that allowed it to have increased efficiency. Additionally, the Company organised the Crisis Management Committee comprising the executive from each department in order to conduct the practices according to the set plan and solve various problems that arose. With regard to the flooding that occurred in 2011, the Company received some negative impact, but was still able to conduct its business operations as usual. Thus, the Company conducted a crisis management plan for all branches and warehouses that were affected in which they were able to return to normalcy in a very short time. In accordance with the aforementioned, the Company believes that the procedures of risk management have been implemented and can be carefully followed up. Thus, this will further help the Company to accomplish its set objectives in accordance with the set business plan. Furthermore, this can create added value for the Company, and the shareholders and stakeholders of the Company will be informed of these initiatives, as well.

(Mr.Yves Bernard Braibant) Chairman of the Risk Management Committee


Financial Data

Annual Report 2011

201


Report

of Independent Auditor Report of Independent Auditor To the Shareholders of Big C Supercenter Public Company Limited

I have audited the accompanying consolidated statement of financial position of Big C Supercenter Public Company Limited and its subsidiaries as at 31 December 2011, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and have also audited the separate financial statements of Big C Supercenter Public Company Limited for the same period. These financial statements are the responsibility of the management of the Company and its subsidiaries as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements of Big C Supercenter Public Company Limited and its subsidiaries and the separate financial statements of Big C Supercenter Public Company Limited for the year ended 31 December 2010, as presented herein for comparative purposes, were audited in accordance with generally accepted auditing standards by another auditor of our firm who expressed an unqualified opinion on those statements, under her report dated 21 February 2011. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Big C Supercenter Public Company Limited and its subsidiaries and of Big C Supercenter Public Company Limited as at 31 December 2011, and the results of their operations and cash flows for the year then ended, in accordance with generally accepted accounting principles.

202

Annual Report 2011

Without qualifying my opinion on the aforementioned financial statements, I draw attention to Note 15 to the financial statements. On 7 January 2011, the Company acquired 100 percent shareholdings in CenCar Limited, Nava Nakarintr Limited, and SSCP (Thailand) Limited (collectively “CenCar Group�) from their former shareholders. The Company has assessed the fair value of identifiable assets acquired and liabilities assumed at the acquisition date and the assessment process has been completed in the fourth quarter of 2011 within the period of twelve months from the acquisition date allowed by Thai Financial Reporting Standard number 3 (revised 2009). During this measurement period, the Company obtained further information on the fair value of part of the assets and liabilities and has retrospectively adjusted the provisional amount recognised at the acquisition date, as mentioned in the notes to financial statements. In addition, as described in Note 3 and Note 5 to the financial statements, during the current year, the Company and its subsidiaries adopted a number of revised and new accounting standards issued by the Federation of Accounting Professions and new accounting policies, and applied them in the preparation and presentation of the financial statements. The Company and its subsidiaries have restated the financial statements as at 31 December 2010 and for the year then ended to reflect the changes in accounting policies resulting from the adoption of these new accounting standards and new accounting policies. In my opinion, the adjustments made for the preparation of the restated statements are appropriate and have been properly applied.

Wichart Lokatekrawee Certified Public Accountant (Thailand) No. 4451 Ernst & Young Office Limited Bangkok: 10 February 2012


Summary of

Financial Data Analysis Balance Sheets %

2010 (adjusted)1

%

7,422 8,941 4,538 20,901 21,300 26,722 21,803 90,726

8% 10% 5% 23% 23% 29% 24% 100%

5,132 5,129 2,241 12,502 14,640 361 12,030 39,533

13% 13% 6% 32% 37% 1% 30% 100%

1,951 5,785 1,860 9,596 23,145 – 3,957 36,698

5% 16% 5% 26% 63% 0% 11% 100%

36,500 24,980 2,462 63,942 3,264 67,206 23,520 90,726

40% 28% 3% 70% 4% 74% 26% 100%

– 16,442 1,608 18,050 1,388 19,438 20,095 39,533

0% 42% 4% 46% 4% 49% 51% 100%

– 13,308 3,376 16,684 1,081 17,765 18,933 36,698

0% 36% 9% 45% 3% 48% 52% 100%

Assets

Cash and cash equivalents Inventories Other current assets Total current assets Property, plant and equipment Goodwill Other non-current assets Total Assets

(Unit: Million Baht) 2009 %

2011

Liabilities and shareholders’ equity

Short-term loans Trade account payable Other current liabilities Total current liabilities Other non-current liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity

The Company and its subsidiaries adopted the revised and new accounting standards and the changes in accounting policies.

1

Consolidated Income Statements Sales Cost of sales and service Gross Profit Rental, service and other income Total income Selling, services and administrative expenses Operation Income Finance cost Income before corporate tax Corporate tax Net income Minority interests Net income attributed to parent

2011

%

102,563 87,325 15,238 11,078 26,316 18,030 8,286 1,271 7,015 1,754 5,261 –19 5,242

100% 85% 15% 11% 26% 18% 8% 1% 7% 2% 5% 0% 5%

2010 (adjusted)1 69,859 60,602 9,257 6,350 15,607 11,619 3,988 6 3,982 1,149 2,833 –17 2,816

% 100% 87% 13% 9% 22% 17% 6% 0% 6% 2% 4% 0% 4%

(Unit: Million Baht) 2009 % 68,058 63,796 4,262 12,530 16,792 12,625 4,167 111 4,056 1,172 2,884 –16 2,868

100% 94% 6% 18% 25% 19% 6% 0% 6% 2% 4% 0% 4%

The Company and its subsidiaries adopted the revised and new accounting standards and the changes in accounting policies.

1

Annual Report 2011

203


Summary of

Financial Data Analysis Statements of cash flows 2011

(Unit: Million Baht) 2009

2010 (adjusted)1

Cash flows from operating activities

Profit before income tax

7,015

3,981

3,063

2,200

1,368

2,610

–770

1,434

378

Net cash flows from operating activities

8,445

6,783

6,051

Net cash used in investing activities

–41,069

–2,016

–1,160

Loans

36,500

–3,000

Dividend paid

–1,571

–1,570

–1,306

–16

–16

–16

34,913

–1,586

–4,322

Net increase (decrease) in cash and cash equivalents

2,289

3,181

569

Cash and cash equivalents at the beginning of the year

5,132

1,951

1,382

Cash and cash equivalents at the end of the year

7,421

5,132

1,951

Adjustments to reconcile profit before tax to net cash provided by operating activities Operating liabilities increase

Cash flows from financing activities

Decrease in minority interest Net cash used in financing activities

1

The Company and its subsidiaries adopted the revised and new accounting standards and the changes in accounting policies.

Financial Ratios 2011 Average inventory days Average account payable days Current ratio Gross profit margin Net profit margin Return on equity Return on assets Debt to equity ratio Earning per share Net book value per share 1

204

29 87 0.3 14.9 4.6 24 8 1.56 6.5 29.3

2010 (adjusted)1 33 90 0.7 13.3 3.7 14.4 7.4 – 3.5 25.1

2009

2008

2007

31 73 0.6 6.3 3.6 15.8 7.8 – 3.6 23.6

30 71 0.4 7.5 3.7 17.3 7.9 0.2 3.6 21.7

31 71 0.4 8.4 3.5 16.5 7.7 0.1 3.1 19.7

The Company and its subsidiaries adopted the revised and new accounting standards and the changes in accounting policies. Annual Report 2011


Big C Supercenter Public Company Limited and its subsidiaries

Balance Sheets

As at 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements Note

2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated)

Assets

Current assets Cash and cash equivalents

8

7,421,571,489

5,131,800,224

4,701,240,886

5,071,242,773

Trade accounts receivable

9

274,292,171

179,764,544

3,554,985,934

743,007,558

Rental and other service receivable

11

2,255,955,856

1,027,503,694

1,984,170,561

981,404,556

Inventories

12

8,941,111,269

5,128,971,993

6,260,407,882

4,959,284,068

Other current assets

13

2,007,713,269

1,033,934,038

1,611,715,085

1,024,139,415

20,900,644,054

12,501,974,493

18,112,520,348

12,779,078,370

Total current assets Non-current assets Loans to subsidiary companies

10

4,798,762,664

2,142,191

Investments in subsidiaries

15

36,615,863,347

2,299,408,358

Investment properties

16

15,582,276,683

7,977,774,161

8,029,992,821

6,881,131,523

Property, plant and equipment

17

21,300,354,337

14,640,466,553

13,361,901,837

12,801,522,288

15.1, 20

26,722,032,240

360,621,352

Leasehold rights

19

5,046,726,892

3,261,160,927

3,184,441,590

3,168,949,549

Other intangible assets

18

114,405,129

126,095,401

113,193,400

125,611,797

Deferred tax assets

29

689,811,500

358,832,352

361,818,095

345,748,360

Other non-current assets

14

369,839,704

306,183,663

320,819,241

306,183,654

Total non-current assets

69,825,446,485

27,031,134,409

66,786,792,995

25,930,697,720

Total assets

90,726,090,539

39,533,108,902

84,899,313,343

38,709,776,090

Goodwill

The accompanying notes are an integral part of the financial statements.

Annual Report 2011

205


Big C Supercenter Public Company Limited and its subsidiaries

Balance Sheets (continued)

As at 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements Note

2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated)

Liabilities and shareholders' equity

Current liabilities Short-term loans from financial institutions

21

36,500,000,000

36,500,000,000

Trade accounts and other payables

22

24,979,652,895

16,441,782,115

21,449,294,685

16,098,820,875

9,848,185

11,941,724

6,853,834

8,446,826

2,567,414,144

2,450,169,183

Current portion of unearned leasehold rights Loans from subsidiary companies

10

Income tax payable

660,831,452

287,840,803

390,008,994

190,068,967

Short-term provisions

251,038,142

156,169,026

134,427,212

156,169,026

1,540,989,963

1,151,818,357

1,278,138,632

1,086,392,465

63,942,360,637

18,049,552,025

62,326,137,501

19,990,067,342

168,581,328

164,717,039

151,252,568

158,660,618

Other current liabilities

23

Total current liabilities Non-current liabilities Unearned leasehold rights - net of current portion Provision for long-term employee benefits

24

211,915,816

133,724,242

182,673,058

133,724,242

Deferred tax liabilities

29

1,307,586,294

70,600,890

322,241,087

70,600,890

Other non-current liabilities

25

1,575,491,507

1,019,409,069

1,194,344,506

981,383,171

3,263,574,945

1,388,451,240

1,850,511,219

1,344,368,921

67,205,935,582

19,438,003,265

64,176,648,720

21,334,436,263

Total non-current liabilities Total liabilities

The accompanying notes are an integral part of the financial statements.

206

Annual Report 2011


Big C Supercenter Public Company Limited and its subsidiaries

Balance Sheets (continued)

As at 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements Note

2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated)

Shareholders' equity

Share capital Registered 825,000,000 ordinary shares of Baht 10 each

38

8,250,000,000

8,250,000,000

8,250,000,000

8,250,000,000

Issued and fully paid up 801,386,574 ordinary shares of Baht 10 each

8,013,865,740

8,013,865,740

8,013,865,740

8,013,865,740

Share premium

2,245,689,584

2,245,689,584

2,245,689,584

2,245,689,584

901,959,479

901,959,479

825,000,000

825,000,000

12,402,118,303

8,778,133,360

9,638,109,299

6,089,245,467

13,304,077,782

9,680,092,839

10,463,109,299

6,914,245,467

Other components of sharehodlers’ equity

(65,753,698)

135,785,338

201,539,036

Equity attributable to owners of the Company

23,497,879,408

20,075,433,501

Non-controlling interests of the subsidiaries

22,275,549

19,672,136

Total shareholders’ equity

23,520,154,957

Total liabilities and shareholders’ equity

90,726,090,539

Retained earnings Appropriated - statutory reserve

26

Unappropriated

20,722,664,623

17,375,339,827

20,095,105,637

20,722,664,623

17,375,339,827

39,533,108,902

84,899,313,343

38,709,776,090

The accompanying notes are an integral part of the financial statements.

...................................................................................... Directors ......................................................................................

Annual Report 2011

207


Big C Supercenter Public Company Limited and its subsidiaries

Income statements

For the years ended 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements Note

2011

2010

Separate financial statements 2011

2010

(Restated)

(Restated)

Revenues Sales Rental and service income Dividend income

15

Other income

27

102,563,018,206

69,858,943,614

78,678,245,671

68,434,223,749

6,985,260,406

4,199,999,800

4,556,849,217

3,985,428,612

1,849,189,639

412,931,153

–

–

4,092,612,157

2,149,927,044

3,542,958,030

2,060,876,083

113,640,890,769

76,208,870,458

88,627,242,557

74,893,459,597

Cost of sales and service

87,324,878,077

60,602,154,109

68,636,065,166

59,660,353,237

Selling and services expenses

15,400,921,820

9,845,242,420

10,014,760,117

9,770,568,712

2,581,476,656

1,382,152,493

2,083,434,376

1,366,554,474

47,715,817

391,394,763

47,715,817

391,394,763

105,354,992,370

72,220,943,785

80,781,975,476

71,188,871,186

8,285,898,399

3,987,926,673

7,845,267,081

3,704,588,411

(1,271,169,177)

(6,452,644)

(1,457,946,568)

(38,522,927)

7,014,729,222

3,981,474,029

6,387,320,513

3,666,065,484

(1,754,232,098)

(1,148,564,884)

(1,235,676,251)

(931,413,460)

5,260,497,124

2,832,909,145

5,151,644,262

2,734,652,024

5,241,756,058

2,816,226,041

5,151,644,262

2,734,652,024

18,741,066

16,683,104

5,260,497,124

2,832,909,145

6.54

3.51

6.43

3.41

Total revenues Expenses

28

Administrative expenses Acquisition related cost

15.1

Total expenses Profit before finance cost and corporate income tax Finance cost Profit before corporate income tax Corporate income tax

29

Profit for the year Profit attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries Earnings per share

30

Basic earnings per share Profit attributable to equity holders of the Company

The accompanying notes are an integral part of the financial statements. 208

Annual Report 2011


Big C Supercenter Public Company Limited and its subsidiaries

Statements of comprehensive income For the years ended 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements 2011

2010

Separate financial statements 2011

(Restated) Profit for the year

2010 (Restated)

5,260,497,124

2,832,909,145

5,151,644,262

2,734,652,024

(835,327,082)

201,539,036

(835,327,082)

201,539,036

Other comprehensive income: Net gain (loss) on cash flow hedges Amortised long-term investments

489,750

489,750

Transfer net loss on cash flow hedges to investment in subsidiaries

633,788,046

Acturial gain (loss) - net of tax

(47,053,430)

17,854,421

(32,062,745)

17,854,421

Other comprehensive income for the year

(248,592,466)

219,883,207

(233,601,781)

219,883,207

Total comprehensive income for the year

5,011,904,658

3,052,792,352

4,918,042,481

2,954,535,231

4,993,163,592

3,036,109,248

4,918,042,481

2,954,535,231

18,741,066

16,683,104

5,011,904,658

3,052,792,352

633,788,046

Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests of the subsidiaries

The accompanying notes are an integral part of the financial statements.

Annual Report 2011

209


210

Big C Supercenter Public Company Limited and its subsidiaries Annual Report 2011

Statements of changes in shareholders’ equity For the years ended 31 December 2011 and 2010

(Unit: Baht)

Consolidated financial statements Equity attributable to the Company’s shareholders Other components of shareholders’ equity Other comprehensive income Retained earnings

Note Balance as at 31 December 2009 - as previously reported Cumulative effect of changes in accounting policies

5

Balance as at 31 December 2009 - as restated

Net gain on cash flow hedges

Difference resulting from additional purchase of investments in asubsidiary at a price higher than the net book value

Total other components of shareholders’ equity

Total equity attributable to shareholders of the Company

Equity attributable to non-controlling interests of the subsidiaries

Total shareholders’ equity

18,233,705

18,932,649,622

Issued and fully paid-up share capital

Share premium

Appropriated

Unappropriated

Unrealised loss on decline in value of long-term investments

8,013,865,740

2,245,689,584

884,559,479

7,836,544,562

(489,750)

(65,753,698)

(66,243,448)

18,914,415,917

(304,373,979)

(304,373,979)

8,013,865,740

2,245,689,584

884,559,479

7,532,170,583

(489,750)

(65,753,698)

(66,243,448)

18,610,041,938

(1,570,717,685)

(1,570,717,685)

Total income for the year (restated)

2,814,226,041

2,816,226,041

Total other comprehensive income (restated)

17,854,421

489,750

201,539,036

202,028,786

219,883,207

Decrease in non-controlling interests of the subsidiaries resulting from dividend paid

17,400,000

(17,400,000)

8,013,865,740

2,245,689,584

901,959,479

8,778,133,360

201,539,036

(65,753,698)

Dividend paid

Unappropriated retained earnings transferred to statutory reserve Balance as at 31 December 2010

32

26

The accompanying notes are an integral part of the financial statements.

– 18,233,705

– 16,683,104

(304,373,979) 18,628,275,643 (1,570,717,685) 2,832,909,145

219,883,207

(15,244,673)

(15,244,673)

135,785,338

20,075,433,501

19,672,136

– 20,095,105,637


Big C Supercenter Public Company Limited and its subsidiaries

Statements of changes in shareholders’ equity (continued) For the years ended 31 December 2011 and 2010

(Unit: Baht)

Consolidated financial statements Equity attributable to the Company’s shareholders Other components of shareholders’ equity Other comprehensive income Retained earnings

Note Balance as at 31 December 2010 - as previously reported Cumulative effect of changes in accounting policies

5

Balance as at 31 December 2010 - as restated

Net gain on cash flow hedges

Difference resulting from additional purchase of investments in asubsidiary at a price higher than the net book value

Total other components of shareholders’ equity

Total equity attributable to shareholders of the Company

Equity attributable to non-controlling interests of the subsidiaries

Total shareholders’ equity

19,672,136

20,452,163,159

Issued and fully paid-up share capital

Share premium

Appropriated

Unappropriated

Unrealised loss on decline in value of long-term investments

8,013,865,740

2,245,689,584

901,959,479

9,135,190,882

201,539,036

(65,753,698)

135,785,338

20,432,491,023

(357,057,522)

(357,057,522)

8,013,865,740

2,245,689,584

901,959,479

8,778,133,360

201,539,036

(65,753,698)

135,785,338

20,075,433,501

(1,570,717,685)

(1,570,717,685)

Total income for the year

5,241,756,058

5,241,756,058

Total other comprehensive income

(47,053,430)

(201,539,036)

(201,539,036)

(248,592,466)

Decrease in non-controlling interests of the subsidiaries resulting from dividend paid

8,013,865,740

2,245,689,584

901,959,479

12,402,118,303

(65,753,698)

(65,753,698)

Dividend paid

Annual Report 2011

Balance as at 31 December 2011

32

The accompanying notes are an integral part of the financial statements.

– 19,672,136

– 18,741,066

(357,057,522) 20,095,105,637 (1,570,717,685) 5,260,497,124

(248,592,466)

(16,137,653)

(16,137,653)

23,497,879,408

22,275,549

23,520,154,957

211


212 Annual Report 2011

Big C Supercenter Public Company Limited and its subsidiaries

Statements of changes in shareholders’ equity (continued) For the years ended 31 December 2011 and 2010

(Unit: Baht)

Separate financial statements Other components of shareholders’ equity Other comprehensive income Unrealised loss on decline in value of long-term investments

Net gain on cash flow hedges

5,222,960,662

(489,750)

(298,103,955)

2,245,689,584

807,600,000

Total income for the year (restated)

Total other comprehensive income for the year (restated)

Note Balance as at 31 December 2009 - as previously reported Cumulative effect of changes in accounting policies

Unappropriated retained earnings transferred to statutory reserve Balance as at 31 December 2010 - as restated

Total shareholders’ equity

(489,750)

16,289,626,236

4,924,856,707

(489,750)

(489,750)

15,991,522,281

(1,570,717,685)

(1,570,717,685)

2,734,652,024

2,734,652,024

17,854,421

489,750

201,539,036

17,400,000

(17,400,000)

8,013,865,740

2,245,689,584

825,000,000

6,089,245,467

201,539,036

Share premium

Appropriated

8,013,865,740

2,245,689,584

807,600,000

8,013,865,740

5

Balance as at 31 December 2009 - as restated Dividend paid

Total other components of shareholders’ equity

Retained earnings

Issued and fully paid-up share capital

32

26

The accompanying notes are an integral part of the financial statements.

Unappropriated

202,028,786

– 201,539,036

(298,103,955)

219,883,207

– 17,375,339,827


Big C Supercenter Public Company Limited and its subsidiaries

Statements of changes in shareholders’ equity (continued) For the years ended 31 December 2011 and 2010

(Unit: Baht)

Separate financial statements Other components of shareholders’ equity Other comprehensive income

Note Balance as at 31 December 2010 - as previously reported Cumulative effect of changes in accounting policies

Dividend paid

Net gain on cash flow hedges

6,442,234,775

201,539,036

(352,989,308)

2,245,689,584

825,000,000

6,089,245,467

201,539,036

(1,570,717,685)

(1,570,717,685)

5,151,644,262

Share premium

Appropriated

8,013,865,740

2,245,689,584

825,000,000

8,013,865,740

5

Balance as at 31 December 2010 - as restated

Unrealised loss on decline in value of long-term investments

Retained earnings

Issued and fully paid-up share capital

32

Unappropriated

Total income for the year

5,151,644,262

Total other comprehensive income for the year

(32,062,745)

(201,539,036)

Balance as at 31 December 2011

8,013,865,740

2,245,689,584

825,000,000

9,638,109,299

The accompanying notes are an integral part of the financial statements.

Total other components of shareholders’ equity

Total shareholders’ equity

201,539,036

17,728,329,135

– 201,539,036

(201,539,036)

(352,989,308) 17,375,339,827

(233,601,781) 20,722,664,623

Annual Report 2011 213


Big C Supercenter Public Company Limited and its subsidiaries

Cash flows statements

For the years ended 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements 2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated)

Cash flows from operating activities

Profit before tax

7,014,729,222

3,981,474,029

6,387,320,513

3,666,065,484

3,307,076,114

2,539,618,788

2,090,573,593

2,339,865,799

(14,087,751)

82,000,000

(5,525,291)

82,000,000

1,770,750

(14,255,524)

(9,001,042)

(8,446,826)

Allowance (reversal) for doubtful debt

82,911,659

(3,198,026)

10,193,396

(6,696,088)

Decrease of inventory to net realisable value (reversal)

154,079,178

(17,310,223)

66,749,992

(18,030,924)

22,150,202

(24,822,580)

(21,741,814)

(8,695,783)

Adjustments to reconcile profit before tax to net cash provided by (paid from) operating activities: Depreciation and amortisation Allowance (reversal) for impairment of property, plant and equipment and leasehold rights Amortisation of deferred income

Provision for contingent liabilities (reversal) Written off loan to subsidiary company

Provision for long outstanding liabilities

Provision for long-term employee benefits

30,714,491

1,637,280

30,714,491

20,690,868

21,313,899

19,515,535

21,313,899

Unrealised gain on exchange

(707,154)

(3,351,713)

(707,154)

(3,351,713)

Loss on long-term investment

489,750

Loss on disposals/written off of property, plant and equipment and investment properties

52,595,995

19,940,006

Written off intangible assets

96,079,957

2,275,348

Dividend income from subsidiaries

– 2,961,439 –

489,750 19,795,714 2,275,348

(1,849,189,639)

(412,931,153)

Interest income

(73,301,013)

(3,165,915)

(248,041,242)

(3,296,555)

Interest expenses

1,261,632,700

6,452,644

1,448,410,092

38,522,927

11,925,620,727

6,618,174,974

7,891,518,378

5,741,231,650

Income from operating activities before changes in operating assets and liabilities

The accompanying notes are an integral part of the financial statements.

214

Annual Report 2011


Big C Supercenter Public Company Limited and its subsidiaries

Cash flows statements (continued) For the years ended 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements 2011

2010 (Restated)

Separate financial statements 2011

2010 (Restated)

Cash flows from operating activities (continued)

Operating assets (increase) decrease Trade accounts receivable Inventories Other current assets Other assets Operating liabilities increase (decrease) Trade accounts payable and other payables Other current liabilities Other non-current liabilities Cash flows from operating activities Cash paid for interest expenses Cash paid for corporate income tax Net cash flows from operating activities

(25,270,517) (2,010,030,353) (1,885,215,346) (17,711,536)

(39,660,249) 160,265,076 (16,820,598) (130,899,335)

(2,805,792,999) (1,367,873,806) (1,822,130,389) (19,826,095)

(55,613,069) 152,005,970 (15,562,739) (130,899,324)

2,929,449,909 67,371,641 171,723,694 11,155,938,219 (1,238,387,525) (1,471,982,275) 8,445,568,419

697,962,374 657,617,735 105,522,454 8,052,162,431 (6,452,644) (1,262,419,627) 6,783,290,160

5,146,750,237 191,746,167 199,332,573 7,413,724,066 (1,436,306,578) (750,418,752) 5,226,998,736

718,743,585 633,175,638 103,780,643 7,146,862,354 (37,715,711) (1,056,280,113) 6,052,866,530

1,116,806,212

46,174,740

– – –

(34,285,112,489) (31,342,500) (5,913,426,685)

Cash flows from investing activities

(Increase) decrease in loans to subsidiary companies – Cash paid for acquisition of subsidiary companies (Note 15.1) (34,285,112,489) Increase in investments in subsidiary (Note 15.2) – Repayment debt of acquired subsidiary company (2,983,486,281) Proceeds from sales of property, plant and equipment 47,779,009 Cash paid for purchase of property, plant and equipment and investment properties (3,693,412,506) Cash received from interest income 56,296,810 Increase in intangible assets (39,546,423) Increase in leasehold rights (171,459,936) Dividend income from subsidiaries – Net cash flows used in investing activities

(41,068,941,816)

– – –

12,715,033

3,014,622

12,598,282

(1,807,829,487) 2,587,392 (9,762,639) (213,806,501) –

(3,377,517,467) 225,968,114 (36,447,409) (194,659,936) 1,849,189,639

(1,794,134,125) 11,328,029 (9,696,239) (213,806,501) 412,931,153

(2,016,096,202) (40,643,527,899)

(1,534,604,661)

The accompanying notes are an integral part of the financial statements.

Annual Report 2011

215


Big C Supercenter Public Company Limited and its subsidiaries

Cash flows statements (continued) For the years ended 31 December 2011 and 2010

(Unit: Baht) Consolidated financial statements 2011

2010

Separate financial statements 2011

(Restated)

2010 (Restated)

Cash flows from financing activities

Increase in short-term loans from financial institutions Repayment of short-term loans from financial institutions

38,500,000,000

38,500,000,000

(2,000,000,000)

(2,000,000,000)

117,244,961

281,371,969

Dividend paid Dividend paid to non-controlling interest of the subsidiaries

(1,570,717,685)

(1,570,717,685)

(1,570,717,685)

(1,570,717,685)

(16,137,653)

(15,244,673)

Net cash flows from (used in) financing activities

34,913,144,662

(1,585,962,358)

35,046,527,276

(1,289,345,716)

Net increase (decrease) in cash and cash equivalents

2,289,771,265

3,181,231,600

(370,001,887)

3,228,916,153

Cash and cash equivalents at beginning of year

5,131,800,224

1,950,568,624

5,071,242,773

1,842,326,620

Cash and cash equivalents at end of year

7,421,571,489

5,131,800,224

4,701,240,886

5,071,242,773

Increase in loans from subsidiary companies

Supplemental cash flow information: Non cash items: Purchase of property, plant and equipment for which no cash has been paid

246,926,442

The accompanying notes are an integral part of the financial statements.

216

Annual Report 2011

163,454,099

192,421,792

166,580,757


Big C Supercenter Public Company Limited and its subsidiaries

Notes to consolidated financial statements For the years ended 31 December 2011 and 2010

1. General information Big C Supercenter Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. Its parent company is Casino Guichard Perrachon which was incorporated in France. The Company is principally engaged in the hypermarket business. The registered address of the Company is 97/11, 6th Floor, Rajadamri Road, Lumpini, Pathumwan, Bangkok. As at 31 December 2011, the Company and its subsidiaries operate 221 stores (the Company only: 176 stores) (2010: the Company and its subsidiaries 117 stores and the Company only: 115 stores).

2. Basis of preparation 2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession Act B.E. 2547

and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting Act B.E. 2543. The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies. 2.2 Basis of consolidation

a) The consolidated financial statements include the financial statements of Big C Supercenter Public Company Limited (“the Company”), and the following subsidiary companies (“the subsidiaries”):

Annual Report 2011

217


Subsidiaries which were directly held by the Company

Company’s name

Nature of business

Country of incorporation

Registered share capital 2011 2010 Million Baht Million Baht

Equity interest of the Company 2011 2010 Percent Percent

Chiengmai Big C (2001) Co., Ltd. Dormant

Thailand

300

300

100.00

100.00

Central Superstore Limited

Rental of immovable assets and holding company

Thailand

1,300

1,300

100.00

100.00

Theparak Big C Limited

Rental of immovable assets and holding company

Thailand

80

80

100.00

100.00

Chiengrai Big C Co., Ltd.

Rental of immovable assets

Thailand

180

180

100.00

100.00

Surat Big C Limited

Rental of immovable assets

Thailand

200

200

100.00

100.00

Big C Distribution Co., Ltd.

Dormant

Thailand

1

1

100.00

100.00

CenCar Limited

Retail

Thailand

10,000

39.00

SSCP (Thailand) Ltd.

Holding company

Thailand

162

49.00

Nava Nakarintr Ltd.

Holding company

Thailand

1

100.00

157

100.00

Big C Supercenter (Lao) Co., Ltd. Retail and wholesales business

Lao People’s Democratic Republic

Indirect subsidiaries which were held by the Company’s subsidiaries

Company’s name

Nature of business

Country of incorporation

Registered share capital 2011 2010 Million Baht Million Baht

Equity interest of the Company 2011 2010 Percent Percent

Investment through Central Superstore Limited Central Pattaya Co., Ltd.

Rental of immovable assets

Thailand

80

80

100.00

100.00

Udon Big C Co., Ltd.

Rental of immovable assets

Thailand

850

850

100.00

100.00

Inthanon Land Co., Ltd.

Rental of immovable assets

Thailand

841

841

100.00

100.00

Investment through Theparak Big C Limited. Big C Fairy Limited

Retail

Thailand

440

440

96.82

96.82

Pharam II Big C Co., Ltd.

Rental of immovable assets

Thailand

5

5

99.99

99.99

Pitsanulok Big C Co., Ltd.

Retail

Thailand

1,050

1,050

92.38

92.38

Thailand

10,000

61.00

Thailand

162

51.00

Investment through SSCP (Thailand) Ltd. CenCar Limited

Retail

Investment through Nava Nakarintr Ltd. SSCP (Thailand) Ltd.

218

Annual Report 2011

Holding company


b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of Big C Supercenter (Lao) Co., Ltd., whose total assets included in the consolidated financial position as at 31 December 2011 amounted to approximately Baht 31 million, or 0.03% of the consolidated assets, were the management accounts which had not been audited by the auditor of this subsidiary. c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company. d) The assets and liabilities in the financial statements of overseas subsidiary company are translated to Baht using the exchange rate prevailing on the end of reporting period. e) Material balances and transactions between the Company and its subsidiary companies have been eliminated from the consolidated financial statements. f) The excess of the fair value of net assets at the date of the acquisition of the subsidiaries over related cost of investment is accounted as “Goodwill” in the consolidated statement of financial positions g) For the books of account, upon acquisition of additional shares of subsidiaries (repurchase shares from minority interest), the excess of cost of the investment at the acquisition date over the fair value of the net asset has been presented as other components of shareholders’ equity in statement of changes in shareholder’s equity under “Difference resulting from additional purchase of investments in the subsidiary companies at a price higher than the net book value”. h) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statement of financial position. 2.3 The separate financial statements, which present investments in subsidiaries under the cost method, have been prepared solely for the benefit of the public.

3. Adoption of new accounting standards and changes in accounting policies during the year

3.1 Adoption of new accounting standards during the year

The Company and its subsidiaries adopted a number of revised and new accounting standards, issued by the Federation of Accounting Professions, as listed below. a) Accounting standards adopted by the Company and its subsidiaries in their financial statements for the year ended 31 December 2010

Accounting standards: Framework for the Preparation and Presentation of Financial Statements (revised 2009) TAS 27 (revised 2009) Consolidated and Separate Financial Statements Financial reporting standard: TFRS 3 (revised 2009) Business Combinations

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b) Accounting standards adopted by the Company and its subsidiaries in their financial statements for the year ended 31 December 2011.

Accounting standards: TAS 1 (revised 2009) TAS 2 (revised 2009) TAS 7 (revised 2009) TAS 8 (revised 2009) TAS 10 (revised 2009) TAS 11 (revised 2009) TAS 12 TAS 16 (revised 2009) TAS 17 (revised 2009) TAS 18 (revised 2009) TAS 19 TAS 23 (revised 2009) TAS 24 (revised 2009) TAS 26 TAS 28 (revised 2009) TAS 29 TAS 31 (revised 2009) TAS 33 (revised 2009) TAS 34 (revised 2009) TAS 36 (revised 2009) TAS 37 (revised 2009) TAS 38 (revised 2009) TAS 40 (revised 2009)

Presentation of Financial Statements Inventories Statement of Cash Flows Accounting Policies, Changes in Accounting Estimates and Errors Events after the Reporting Period Construction Contracts Income Taxes Property, Plant and Equipment Leases Revenue Employee Benefits Borrowing Costs Related Party Disclosures Accounting and Reporting by Retirement Benefit Plans Investments in Associates Financial Reporting in Hyperinflationary Economies Interests in Joint Ventures Earnings per Share Interim Financial Reporting Impairment of Assets Provisions, Contingent Liabilities and Contingent Assets Intangible Assets Investment Property

Financial reporting standards: TFRS 2 TFRS 5 (revised 2009) TFRS 6

Share-Based Payment Non-current Assets Held for Sale and Discontinued Operations Exploration for and Evaluation of Mineral Resources

Financial Reporting Standard Interpretations: TFRIC 15 Agreements for the Construction of Real Estate Accounting Standard Interpretations: SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders SIC 31 Revenue-Barter Transactions Involving Advertising Services

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These accounting standards do not have any significant impact on the financial statements, except for the following accounting standards.

TAS 12 Income Taxes (Early adopt before effective date) This accounting standard requires an entity to identify temporary differences, which are differences between the carrying amount of an asset or liability in the accounting records and its tax base, and to recognise deferred tax assets and liabilities under the stipulated guidelines. This accounting standard is effective for financial years beginning on or after 1 January 2013. However, the Company and its subsidiaries have selected to adopt this accounting policy in the current year and restated the prior year’s financial statements, presented for comparative purpose, as though the Company and its subsidiaries initially recognised the tax effects as deferred tax assets or liabilities. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements. TAS 19 Employee Benefits This accounting standard requires employee benefits to be recognised as expense in the period in which the service is performed by the employee. In particular, an entity has to evaluate and make a provision for post-employment benefits using actuarial techniques. The Company and its subsidiaries previously accounted for such employee benefits when they were incurred. The Company and its subsidiaries have changed this accounting policy in the current year and recognise the liability in the transition period retrospectively as though the Company and its subsidiaries initially recorded these employee benefit expenses. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements. TAS 40 (revised 2009) Investment Property This accounting standard requires entities to choose to recognise investment property either under the cost model (with disclosure of fair value in the notes to financial statements) or the fair value model, whereby changes in fair value are to be recognised in profit or loss. Investment property was previously recognised under the caption of Property, Plant and Equipment, which is measured using the cost model. In adopting the new accounting policy, the Company and its subsidiaries separately present investment property and measure it using the cost model, commencing in the current year. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements. 3.2 Changes in accounting policies in the current year

Revenue recognition from sales of goods - Customer loyalty programmes Certain sales consideration is allocated to the points issued to customers which can be redeemed for discounted goods or services in the future, with the consideration allocated to the points equal to their fair value. The fair value of the points issued is deferred and recognised as revenue when the points are redeemed and the Company and its subsidiaries fulfil their obligations to supply awards. The Company and its subsidiaries have restated the prior year’s financial statements, presented for comparative purpose, as though the Company and its subsidiaries initially applied such accounting policy. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements. Inventories The Company and its subsidiaries have recalculated costs of inventories by allocating cash receipts from suppliers regarding the purchase of products as a part of the ending balance of inventories. The Company and its subsidiaries have restated the prior year’s financial statements, presented for comparative purpose, as though the Company and its subsidiaries initially applied such accounting policy. The cumulative effect of the changes in the accounting policy has been presented in Note 5 to the financial statements.

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3.3 The effect of application of new accounting standards and changes in accounting policies during the year

(Unit: Thousand Baht) For the years ended 31 December Consolidated Separate financial statements financial statements 2011 2010 2011 2010 Increase (decrease) in profit Income taxes Employee benefits Revenue recognition from sales of goods - Customer loyalty programmes Inventories

(92,376) (20,691) (40,134) (227,212) (380,413)

(64,263) (21,582) 896 14,143 (70,806)

(249,311) (19,515) (40,134) (221,377) (530,337)

(65,715) (21,582) 896 13,394 (73,007)

4. New accounting standards issued during the years not yet effective

The Federation of Accounting Professions issued the following new/revised accounting standards that are effective for fiscal years beginning on or after 1 January 2013. Accounting standards TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates Accounting Standard Interpretations: SIC 10 Government Assistance - No Specific Relation to Operating Activities

The Company’s management believes that these accounting standards will not have any significant impact on the financial statements for the year when they are initially applied.

5. Cumulative effect of changes in accounting policies dur ing the current period

During the current year, the Company and its subsidiaries made the changes to their significant accounting policies described in Note 3 to the financial statements, as a result of the adoption of revised and new accounting standards and the changes in their accounting policies. The cumulative effect of the changes in the accounting policies has been separately presented in the statements of changes in shareholders’ equity. The cumulative effect of the changes in accounting policies due to the adoption of new accounting standards and the changes in the Company’s and its subsidiaries’ accounting policies and restatement of the financial statements, on the beginning balance of retained earnings for 2011 and 2010, comprises of the following: Consolidated financial statements 2011 2010 Increase (decrease) in beginning balance of retained earnings Cumulative effect of changes in accounting policies: Employee benefits Revenue recognition from sales of goods - Customer loyalty programmes Inventories Income taxes

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(133,724) (13,053) (498,512) 288,232 (357,057)

(137,916) (13,949) (512,654) 360,145 (304,374)

(Unit: Thousand Baht) Separate financial statements 2011 2010

(133,724) (13,053) (481,360) 275,148 (352,989)

(137,916) (13,949) (494,753) 348,514 (298,104)


The amount of adjustments affecting the financial statements as at 31 December 2010 and for the year ended 31 December 2010 was summarised below. (Unit: Thousand Baht) 31 December 2010 Consolidated Separate financial statements financial statements Statements of financial position

Increase (decrease) in assets Inventories

(498,512)

(481,360)

Investment properties

7,977,774

6,881,132

(7,977,774)

(6,881,132)

358,832

345,748

(139,680)

(135,612)

13,053

13,053

133,724

133,724

70,600

70,600

(357,057)

(352,989)

(139,680)

(135,612)

Property, plant and equipment Deferred tax assets Increase (decrease) in liabilities and shareholders’ equity Other current liabilities Provision for long-term employee benefits Deferred tax liabilities Unappropriated retained earnings

Consolidated financial statements

(Unit: Thousand Baht) 31 December 2010 Separate financial statements

Income statements/Statements of comprehensive income

Increase (decrease) in revenues Sales

(377,320)

(377,320)

(15,002)

(24,774)

Other income

(7,251,469)

(6,999,525)

Net decrease in revenues

(7,643,791)

(7,401,619)

Cost of sales

5,730,686

5,478,067

Selling expenses

2,040,255

2,034,355

Administrative expenses

(133,693)

(118,095)

(64,263)

(65,715)

7,572,985

7,328,612

(70,806)

(73,007)

17,854

17,854

(52,952)

(55,153)

(0.07)

(0.07)

Rental and service income

Decrease (increase) in expenses

Corporate income tax Net decrease in expenses Decrease in profit attributable to equity holders of the Company Increase (decrease) in other comprehensive income Actuarial gain - net of tax Decrease in comprehensive income attributable to equity holders of the Company Decrease in basic earnings per share (Baht)

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223


6. Significant accounting policies

6.1 Revenue recognition

Sales of goods Sales of goods are recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after deducting discounts and allowances. Sales of goods - Customer loyalty programmes The Company and its subsidiaries operate a loyalty programme which allows customers to accumulate points when they purchase products in the Company’s and its subsidiaries’ retail stores. The points can then be redeemed for discounted goods or services in the future. Certain sales consideration is allocated to the points issued, at their fair value. The fair value of the points issued is deferred and recognised as revenue when the points are redeemed and the Company and its subsidiaries fulfill their obligations to supply awards. Rental and service income Rental and service income are recognised proportionately over the term of the lease and service agreements. Interest income Interest income is recognised on an accrual basis based on the effective interest rate. Dividends Dividends are recognised when the right to receive the dividends is established.

6.2 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.

6.3 Trade accounts receivable and allowance for doubtful accounts

Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in the collection of receivables. The allowance is generally based on collection experiences and analysis of debt aging.

6.4 Inventories

Inventories are valued at the lower of average cost and net realisable value. Costs of inventories are presented net of cash receipts from suppliers which are related to the purchase of inventories.

6.5 Investments

Investments in subsidiaries are accounted for in the separate financial statements using cost method.

6.6 Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and allowance for loss on impairment (if any). Depreciation of investment properties is calculated by reference to their costs on the straight-line basis over estimated useful lives within 20 - 30 years or lease period. Depreciation of the investment properties is included in determining income. On disposal of investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period when the asset is derecognised. The fair value of investment properties are disclosed in the notes to the financial statements.

224

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6.7 Property, plant and equipment and depreciation

Land is stated at cost. Building and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets. (if any). Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over the following estimated useful lives: Land improvements 5 - 20 years Leasehold improvements 5 years or lease period (maximum of 30 years) Freehold and leasehold building and improvements 5 years and 30 years or lease period (maximum of 30 years) Furniture, fixtures and office equipment 3 - 20 years Utility systems 5 years and 20 years or lease period (maximum of 20 years) Vehicles 5 years Depreciation is included in determining income. No depreciation is provided for land and construction in progress and project under development. In the first and second quarters of the year 2011, a subsidiary company and the Company, respectively, reviewed useful lives of their assets to reflect the expected pattern of the future economic benefits. In this regard, the Company and the subsidiary have prospectively changed the estimated useful lives of assets. Previous useful lives

Revised useful lives

5 years or lease period (maximum of 30 years)

Lease period (maximum of 30 years)

5 - 20 years

30 years

Lease period (maximum of 20 years)

Lease period (maximum of 30 years)

5 years

Lease period (maximum of 30 years)

5 years and 20 years or lease period (maximum of 20 years)

20 years or lease period (maximum of 20 years)

Leasehold improvements Freehold building and building improvements Leasehold buildings Leasehold building improvements Utility systems

The change resulted in increasing the profit of the Company and its subsidiaries for the year ended 31 December 2011 by Baht 887 million (1.11 Baht per share). (Separate financial statements: increasing the profit by Baht 336 million (0.42 Baht per share). An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in the profit or loss when the asset is derecognised.

6.8 Intangible assets

Intangible assets acquired through business combination are initially recognised at their fair value on the date of business acquisition while intangible assets acquired in other case are recognised at cost. Following the initial recognition, the intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses (if any). Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss. The useful lives of intangible assets is 5 years.

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6.9 Business combinations and goodwill

Business combinations are accounted for using the acquisition method with the cost of the acquisition being the fair value at the acquisition date of consideration transferred, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest, if any, in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related cost are accounted for as expenses in the periods in which the costs are incurred and the services are received. Goodwill is initially recorded at cost, being the excess of cost of business combination over the fair value of the net identifiable assets, of the acquired business. Goodwill is subsequently carried at cost less any accumulated impairment losses with impairment being tested annually and when circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s cash generating units (or group of cash-generating units) that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in profit or loss. Impairment losses relating to goodwill cannot be reversed in future periods.

6.10 Related party transactions

Related parties comprise enterprises and individuals that control or are controlled by the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Company’s operations.

6.11 Long-term leases

Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in other long-term payables, while the interest element is charged to profit or loss over the lease period. The property, plant or equipment acquired under finance leases is depreciated over the useful life of the asset. Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term.

6.12 Leasehold rights

Leasehold rights are amortised on the straight-line basis over the lease period.

6.13 Foreign currencies

Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period. Gains and losses on exchange are included in determining income.

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Annual Report 2011


6.14 Impairment of assets

At the end of each reporting period, the Company and its subsidiaries performs impairment reviews in respect of the property, plant and equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. The Company and its subsidiaries also carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining 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. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company and its subsidiaries could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal An impairment loss is recognised in profit or loss. In the assessment of asset impairment if there is any indication that previously recognised impairment losses may no longer exist or may have decreased, the Company and its subsidiaries estimates the asset’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal, which exceeds the carrying amount that would have been determined, is treated as a revaluation increase.

6.15 Employee benefits

Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits Defined contribution plans The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company. The fund’s assets are held in a separate trust fund and the Company’s contributions are recognised as expenses when incurred. Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method. Actuarial gains and losses arising from post-employment benefits are recognised immediately in other comprehensive income or loss. For the first-time adoption of TAS 19 Employee Benefits, the Company elected to recognised the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, retrospectively as though the Company and its subsidiaries initially recorded these employee benefit expenses.

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6.16 Provisions

Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

6.17 Income Tax

Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current income tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred tax is provided on temporary differences between their carrying amounts at the reporting date and the tax bases of assets and liabilities by measuring at the tax rates that are expected to apply in the year when the asset is utilised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except: Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal • ofIn respect the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilised except: Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are • recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

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Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or in profit or loss.

6.18 Derivatives

The Company and its subsidiaries have no policy to speculate in or engage in the trading of any financial derivative instruments, other than for hedging purposes. The Company has entered into cash flow hedge to mitigate the exposure to variability in cash flows that is attributable to the foreign currency risk in forecasted transaction related to business combination by using the forward exchange contracts. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. At the inception of a hedge relationship, the Company documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess the effectiveness. The Company has assessed hedge effectiveness to ensure that the hedges are highly effective on an ongoing basis throughout the financial reporting periods for which they were designated. The effective portion of the gain or loss on changes in the fair value of the hedging instrument designated as cash flow hedge is recognised directly in the shareholders’ equity in accordance with hedge accounting criteria, while any ineffective portion is recognised immediately as gain or loss in the profit or loss . Amounts recognised in shareholders’ equity are transferred to the profit or loss when the hedged transaction affects profit or loss. Derivatives that do not meet the criteria for hedge accounting are initially recognised at fair value on the date on which the derivative contract is entered into and are subsequently remeasured at fair value. Any gains or losses arising from changes in fair value of derivatives are taken directly to the profit or loss .

7. Significant accounting judgments and estimates The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ. Significant judgments and estimates are as follows:

7.1 Allowance for doubtful accounts

In determining an allowance for doubtful accounts, the management needs to make judgment and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition.

7.2 Allowance for diminution in value of inventory

The determination of allowance for diminution in the value of inventory, requires management to make judgments and estimates. The allowance for decline in net realizable value is estimated based on the selling price expected in the ordinary course of business; and provision for obsolete, slow-moving and deteriorated inventories, is estimated based on the approximate useful life of each type of inventory. The allowance for diminution in value of inventory as determined is compared with the original balance in the books of account and the increase or decrease in allowance for diminution in value of inventory will be recognized as cost of sales and service and selling and services expenses in profit or loss.

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7.3 Leases

In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

7.4 Fair value of financial instruments

7.5 Property, plant and equipment/Depreciation

In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and longer-term volatility of financial instruments. In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the Company’s plant and equipment and to review estimated useful lives and residual values when there are any changes. In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgment regarding forecast of future revenues and expenses relating to the assets subject to the review.

7.6 Investment property

In determining depreciation of investment property, the management is required to make estimates of the useful lives and to review estimate/useful lives when there are any change. In addition, the management is required to review investment property for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgment regarding forecast of future revenues and expenses relating to the assets subject to the review.

7.7 Goodwill and intangible assets

The initial recognition and measurement of goodwill and other intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows.

7.8 Deferred tax assets

Deferred tax assets are recognised in respect of temporary differences only to the extent that it is probable that taxable profit will be available against which these differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be utilised, based upon the likely timing and level of estimate future profits.

7.9 Post-employment benefits under defined benefit plans

The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate. 7.10 Litigation

The Company and its subsidiaries have contingent liabilities as a result of litigation. The Company and its subsidiaries’ management have used judgment to assess the results of the litigation and believes that the Company and its subsidiaries will receive favorable ruling for the cases. However for prudent reason the management has used judgment to set up certain provision for litigation as at the end of reporting period.

7.11 Recognition and derecognition of assets and liabilities

In considering whether to recognise or to derecognise assets or liabilities, the management is required to make judgement or whether significant risk and rewards of those assets or liabilities have been transferred, based on their best knowledge of the current events and arrangements.

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8. Cash and cash equivalents Consolidated financial statements 2011 2010

(Unit: Thousand Baht) Separate financial statements 2011 2010

Cash

1,256,294

1,085,580

889,229

1,032,890

Bank deposits

6,165,277

1,846,220

3,812,012

1,838,353

–

2,200,000

–

2,200,000

7,421,571

5,131,800

4,701,241

5,071,243

Fixed deposit with maturity not over 3 months Total

As at 31 December 2011, bank deposits in saving accounts carried interests between 0.10 and 2.50 percent per annum (2010: between 0.10 and 1.25 percent per annum).

9. Trade accounts receivable Consolidated financial statements 2011 2010

(Unit: Thousand Baht) Separate financial statements 2011 2010

Trade accounts receivable - related parties (Note 10) Aged on the basis of due date: Not yet due

123,094

81,816

2,628,200

460,369

3,153

561

853,463

187,021

3 - 6 months

184

16

8,976

316

6 - 12 months

102

409

180

434

2,298

2,416

3,478

3,633

128,831

85,218

3,494,297

651,773

145,461

94,546

60,689

91,235

312

312

312

312

145,773

94,858

61,001

91,547

(312)

(312)

(312)

(312)

Total trade accounts receivable - unrelated parties, net

145,461

94,546

60,689

91,235

Total trade accounts receivable - net

274,292

179,764

3,554,986

743,008

Past due Up to 3 months

Over 12 months Total trade accounts receivable - related parties Trade accounts receivable - unrelated parties Aged on the basis of due date Not yet due Past due Over 12 months Total Less: Allowance for doubtful debts

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231


10. Related party transactions

During the years, the Company and its subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and those related parties. Pricing policy is summarised below: 1. Sales and cost of goods transactions, the prices will be based on the agreed prices between the parties. 2. Rental and service income and expenses will be based on the contract prices between the parties and according to market price. 3. Management fee income and expenses will be based on the agreed prices between the parties and/or market price. 4. Inter-company loan, interest rate will be based on the interest rate close to those charged by commercial bank to normal customer. 5. Dividend income is recognized when declared. Significant transactions between the Company and its subsidiaries and related companies are summarised below:

Consolidated financial statements 2011 2010 Transactions with subsidiary companies Sales of goods Inventory management income Rental and service income Interest income Management fee income Dividend income (Note 15.3) Purchases of goods Rental and service expenses Interest expense Inventory management expense Transactions with related companies Other income Rental and service income Purchases of goods Rental and service expenses Management fee expense and other expenses Tax consulting fee

(Unit: Million Baht) Separate financial statements 2011 2010

– – – – – – – – – –

– – – – – – – – – –

8,191 120 4 190 242 1,849 601 469 196 –

1,966 29 7 – – 413 63 465 32 13

120 360 28 231 154 2

84 263 24 227 120 1

119 255 24 208 153 2

83 240 22 202 120 1

As at 31 December 2011 and 2010, those balances of the accounts are as follows:

Consolidated financial statements 2011 2010

232

(Unit: Million Baht) Separate financial statements 2011 2010

Trade accounts receivable - related parties (Note 9) Subsidiary companies Related companies (related by common shareholders) Total trade accounts receivable - related parties

– 128,831 128,831

– 85,218 85,218

3,380,066 114,231 3,494,297

568,471 83,302 651,773

Other payables - related parties (Note 22) Subsidiary companies Related companies (related by common shareholders) Total other payables - related parties

– 190,907 190,907

– 151,267 151,267

1,752,356 176,904 1,929,260

101,569 134,374 235,943

Annual Report 2011


Loans to and loans from subsidiary companies As at 31 December 2011 and 2010, the balance of loans to and loans from subsidiary companies and the movements are as follows: (Unit: Thousand Baht) Separate financial statements Balance as at 31 December 2010

During the year Increase

Balance as at

Decrease

31 December 2011

Loans to subsidiary companies Central Superstore Ltd.

44,425

(44,425)

Udon Big C Co., Ltd.

13,409

(13,409)

75

1,604,742

(1,604,771)

46

110

2,029,667

(2,029,433)

344

Pitsanulok Big C Co., Ltd. Big C Fairy Ltd. Surat Big C Ltd.

8,244

(8,244)

Theparak Big C Ltd.

15,299

(15,299)

Chiengrai Big C Co., Ltd.

1,957

12,650

(12,650)

Phraram II Big C Co., Ltd.

1,237

(1,237)

Chiengmai Big C (2001) Co., Ltd.

1,966

(1,966)

Central Pattaya Co., Ltd.

8,186

(8,186)

Inthanon Land Co., Ltd.

12,759

(12,759)

Big C Distribution Co., Ltd.

32

(32)

Cencar Limited

10,769,933

(10,267,799)

502,134

Nava Nakarintr Ltd.

185,885

(92,285)

93,600

SSCP (Thailand) Ltd.

15,695,015

(11,494,333)

4,200,682

Total loans to subsidiary companies

2,142

30,403,449

(25,606,828)

4,798,763

Central Superstore Ltd.

380,619

282,093

(152,103)

510,609

Surat Big C Ltd.

126,050

31,220

(17,253)

140,017

1,492,212

1,972,555

(2,255,967)

1,208,800

138,104

51,245

(26,772)

162,577

3,356

3,973

(3,914)

3,415

309,828

6,698

(4,227)

312,299

1,957

Loans from subsidiary companies

Theparak Big C Ltd. Chiengrai Big C Co., Ltd. Big C Distribution Co., Ltd. Chiengmai Big C (2001) Co., Ltd. Pitsanulok Big C Co., Ltd.

144

(99)

45

Big C Fairy Ltd.

441

(338)

103

Cencar Limited

5,303,470

(5,093,568)

209,902

Nava Nakarintr Ltd.

726

(553)

173

SSCP (Thailand) Ltd.

7,286,770

(7,267,296)

19,474

2,450,169

14,939,335

(14,822,090)

2,567,414

Total loans from subsidiary companies

Annual Report 2011

233


Directors and management’s benefits During the year ended 31 December 2011 and 2010, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below. (Unit: Million Baht) Consolidated Separate financial statements financial statements 2011

2010

2011

(Restated) Short-term employee benefits Post-employment benefits

2010 (Restated)

886

717

849

592

22

19

22

18

908

736

871

610

11. Rental and other service receivable Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2011

2010

2010

Age on the basis of due date 1,890,082

886,358

1,626,920

845,640

381,185

147,097

361,482

141,652

3 - 6 months

35,194

6,849

26,003

6,504

6 - 12 months

37,615

9,720

12,079

8,435

122,417

35,199

17,438

28,732

Total

2,466,493

1,085,223

2,043,922

1,030,963

Less: Allowance for doubtful debts

(210,537)

(57,719)

(59,751)

(49,558)

Total rental and other service receivable - net

2,255,956

1,027,504

1,984,171

981,405

Not yet due Past due Up to 3 months

Over 12 months

In 2011, the Company sold accounts receivables of Baht 550 million (2010: Baht 219 million) at a discount to a financial institution without recourse. The Company derecognized such accounts receivables from the financial statements for the year ended 31 December 2011.

234

Annual Report 2011


12. Inventories (Unit: Thousand Baht)

Consolidated financial statements

Reduce cost to net realisable value

Cost 2011

2010

2011

2010

Inventories - net 2011

(Restated) Finished goods

9,246,820

5,362,151

Goods in transit

225,545

77,306

9,472,365

5,439,457

Total

(Restated) (531,254)

(310,485)

8,715,566

5,051,666

225,545

77,306

(531,254)

(310,485)

8,941,111

5,128,972

(Unit: Thousand Baht)

Separate financial statements

Reduce cost to net realisable value

Cost 2111

2010

2011

2010

Inventories - net 2011

(Restated) Finished goods

6,463,691

5,181,045

Goods in transit

158,525

73,297

6,622,216

5,254,342

Total

2010

2010 (Restated)

(361,808)

(295,058)

6,101,883

4,885,987

158,525

73,297

(361,808)

(295,058)

6,260,408

4,959,284

13. Other current assets Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2010

2011

2010

677,229

465,803

607,872

465,321

(Note 13.1)

1,060,422

289,980

789,943

289,980

Derivative assets

201,539

Deferred expenses

84,014

VAT refundable Insurance claim receivable

Others Total other current assets

– 84,014

201,539 –

186,048

76,612

129,886

67,299

2,007,713

1,033,934

1,611,715

1,024,139

Annual Report 2011

235


13.1 Insurance claim receivable

Political unrest event Due to the political unrest in Bangkok during April to May 2010, one store of the Company had faced a negative impact as a result of the fire incident on 19 May 2010. The damages from the fire incident are estimated to be approximately Baht 1,478 million which consist of damages to fixed assets of Baht 946 million (net from unclaimed portion), damage to inventory of Baht 96 million, business interruption loss of Baht 352 million and other damages of Baht 84 million. For all of the above stated damages, the management is virtually certain that there is insurance recovery for all of the losses and had therefore recorded the insurance recovery income in the same period. During the year 2010 and 2011, the Company received cash recovery for the insurance claim of approximately Baht 401 million and Baht 662 million, respectively. The Company recorded such advance as a reduction from insurance claim receivable in the financial statements as at 31 December 2010 and 2011. Flood event As a result of the critical flood in many provinces during October to November 2011, 4 distribution centers, 5 hypermarkets and 15 small stores of the Company and its subsidiaries had faced a negative impact as a result of the flood incident. The damages from the flood incident are estimated to be approximately Baht 645 million (Separate financial statement: Baht 375 million) which consist of damages to inventory of Baht 105 million (Separate financial statement: Baht 54 million), business interruption loss of Baht 457 million (Separate financial statement: Baht 238 million) and other damages of Baht 83 million (Separate financial statement: Baht 83 million). Currently, 3 distribution centers, 5 hypermarkets and 13 small stores are in normal operation. For all of the above stated damages, the management is virtually certain that there is insurance recovery for all of the losses and had therefore recorded the insurance recovery income in the financial statements for the year ended 31 December 2011.

14. Other non-current assets Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2010

2011

2010

Prepaid services

174,028

180,850

174,028

180,850

Rental guarantee

106,494

39,084

63,592

39,084

Deposits

58,823

57,451

58,742

57,451

Others

30,495

28,799

24,457

28,799

369,840

306,184

320,819

306,184

Total other non-current assets

15. Investments in subsidiary companies

15.1 Acquisition of subsidiary companies during the year

On 13 November 2010, the Company entered into the share purchase agreement for acquiring shares of CenCar Limited, Nava Nakarintr Limited, and SSCP (Thailand) Limited (collectively “CenCar Group�) from Carrefour Nederland B.V. and Mildew B.V. The objectives of this business acquisition are to increase its branch network throughout the Bangkok Metropolitan Area, accelerate the dual retail-property model, achieve significant synergies with current business, and expand the customer base.

236

Annual Report 2011


On 5 January 2011, the Extraordinary General Meeting No.1/2011 approved the acquisition of 100 percent shareholding in CenCar Group. On 7 January 2011 (the acquisition date), the Company paid Euro 851 million (equivalent to Baht 34,030 million) for such business and settled liabilities to the financial institutions amounting to Baht 5,913 million on behalf of Nava Nakarintr Limited and SSCP (Thailand) Limited, under the conditions specified in the share purchase agreement. On 21 September 2011, the Company entered into settlement agreement to adjust purchase price on business acquisition amounting to approximately Euro 6 million or equivalent to approximately Baht 255 million (exchange rate at the acquisition date was Baht 39.6671 per Euro). The payment was made on 3 October 2011. The Company assessed the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. The assessment was completed in the fourth quarter of 2011 and within the period of twelve months from the acquisition date allowed by Thai Financial Reporting Standard number 3 (revised 2009). During the measurement period, the Company obtained further information on the fair value of part of the assets and liabilities and has retrospectively adjusted the provisional amount recognised at the acquisition date. The adjustments caused property, plant and equipment and investment property to increase by approximately Baht 4,228 million, leasehold right to decrease by approximately Baht 591 million, deferred tax assets to increase by approximately 255 million, short-term provisions to increase by approximately Baht 51 million and deferred tax liabilies to increase by approximately Baht 1,268 million. Fair value amount of the assets acquired and the liabilities of the CenCar Group as at the acquisition date are as follows: (Unit: Thousand Baht) Cash and cash at banks 2,929,940 Trade accounts receivable 69,195 Inventories - net 1,956,188 Other current assets 620,469 Investment properties 6,624,673 Property, plant and equipment 6,676,499 Intangible assets 107,174 Leasehold rights 1,929,143 Deferred tax assets 434,572 Other non-current assets 51,136 Trade accounts payable (4,544,225) Short-term loans from the Company (5,913,427) Short-term provisions (72,719) Other current liabilities (1,299,166) Deferred tax liabilities (1,268,368) Other liabilities (377,382) Net assets from acquisition of subsidiary companies 7,923,702 Cash paid for acquisition of the subsidiary companies 34,285,113 Goodwill 26,361,411 The total cost of acquisition of Baht 439 million was recorded as expense under the caption of “Acquisition related cost” in the income statements of the consolidated and separate financial statements for the years ended 31 December 2011 and 2010, of Baht 48 million and Baht 391 million, respectively. Goodwill of approximately Baht 26,361 million comprises the value of expected synergies and cost saving arising from the acquisition and other benefits from combining the acquirer’s and acquiree’s businesses. For the period from 7 January 2011 to 31 December 2011, CenCar Group has contributed revenue and profit of approximately Baht 32,564 million and Baht 1,094 million, respectively, to the consolidated statement of comprehensive income. There is no significant difference had CenCar Group been included in the consolidated financial statements from 1 January 2011 to 31 December 2011.

Annual Report 2011

237


15.2 Registration of Subsidiary in foreign country

On 26 July 2011, the Company obtained Foreign Investment License (FIL) from Lao People’s Democratic Republic to conduct trading activities in the form of wholesale and retail of food supplies and household articles in the Country. The investment term is thirty years. On 2 August 2011, the Company had registered Big C Supercenter (Lao) Company Limited under the laws of Lao People’s Democratic Republic with the registered share capital of USD 5 million which is to be wholly-owned by the Company. Subsequently, in the Board of Directors’ meeting held on 19 October 2011, the board approved the fund transfer of USD 1 million (or equivalent to approximately Baht 31 million) to Big C Supercenter (Lao) Company Limited. At 31 December 2011, the Subsidiary has not started its commercial operations.

15.3 Details of investments in subsidiaries as presented in separate financial statements are as follows: Separate financial statements

Paid-up capital

Shareholding percentage

Cost

Dividend received during the year

2010 2011 2010 Thousand Thousand Thousand Baht Baht Baht

2011 Million Baht

2010 Million Baht

2011 %

2010 %

2011 Thousand Baht

300

300

100.00

100.00

190,979

190,979

3,360

4,710

1,220

1,220

100.00

100.00

1,301,998

1,301,998

78,000

67,860

80

80

100.00

100.00

380,137

380,137

592,123

315,981

Chiengrai Big C Co., Ltd.

180

180

100.00

100.00

284,994

284,994

15,660

12,780

Surat Big C Ltd.

140

140

100.00

100.00

140,300

140,300

12,400

11,600

1

1

100.00

1,000

1,000

13,371,194

Company name Local subsidiaries Chiengmai Big C (2001) Co., Ltd. Central Superstore Ltd. Theparak Big C Ltd.

Big C Distribution Co., Ltd. Cencar Limited SSCP (Thailand) Ltd. Nava Nakarintr Ltd.

8,950

100.00 39.00*

1,147,647

162

49.00*

19,868,223

1

100.00

1,045,696

31

100.00

31,342

Foreign subsidiary BigC Supercenter (Lao) Company Limited Total investment in subsidiary companies

36,615,863

2,299,408 1,849,190

412,931

* These shareholding percentage are directly held by the Company while the remaining portions are held by Nava Nakarintr Limited and SSCP (Thailand) Limited.

238

Annual Report 2011


16. Investment properties

The net book value of investment properties as at 31 December 2011 and 2010 is presented below. Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

31 December 2011 Cost Less Accumulated depreciation Net book value

24,906,352 (9,324,076) 15,582,276

11,576,542 (3,546,549) 8,029,993

31 December 2010 Cost Less Accumulated depreciation Net book value

11,956,486 (3,978,712) 7,977,774

9,755,520 (2,874,388) 6,881,132

A reconciliation of the net book value of investment properties for the years 2011 and 2010 is presented below.

Net book value at beginning of year Transfer from property, plant and equipment - net Acquisition of a subsidiary during the year (Note 15.1) Acquisitions/Transfer in Disposals - net book value Depreciation charged Net book value at end of year

Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2010

2011

2010

7,977,774

8,061,628

6,881,132

6,900,901

951,470

724,455

6,624,673

838,824

488,471

850,609

487,029

(4,151)

(21,850)

(124)

(21,850)

(806,314)

(550,475)

(426,079)

(484,948)

15,582,276

7,977,774

8,029,993

6,881,132

The fair value of the investment properties as at 31 December 2011 was Baht 33,671 million (The Company only: Baht 20,338 million). The fair values of the above investment properties have been determined based on valuations performed by an accredited independent valuer. The fair value of the leasehold land and building has been determined based on the income approach. The main assumptions used in the valuation are yield rate, inflation rate, long-term vacancy rate and long-term growth in real rental rates. As at 31 December 2011, certain investment property items have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation and allowance for impairment loss of those assets amounted to approximately Baht 2,597 million (2010: Baht 725 million) (Separate financial statements: Baht 604 million (2010: Baht 495 million)).

Annual Report 2011

239


240

17. Property, plant and equipment Annual Report 2011

Consolidated financial statements

(Unit: Thousand Baht)

Land Leasehold improvements improvements

Land

Freehold and leasehold building and improvements

Furniture, fixture and office equipment

Utility systems

Vehicles

Construction in progress and projects under development

Total

Cost values: 31 December 2009

4,005,337

54,440

1,180,578

9,067,820

6,943,108

5,760,890

7,357

314,202

27,333,732

167,133

29,546

158,942

252,163

410,284

338,089

1,377,459

2,733,616

(2,466)

(29,213)

(737,496)

(122,644)

(24)

(1,277,601)

(2,169,444)

31 December 2010

4,172,470

83,986

1,337,054

9,290,770

6,615,896

5,976,335

7,333

414,060

27,897,904

Acquisition of a subsidiary during the year

1,077,819

7,537

352,945

5,436,548

4,078,487

3,097,245

797

3,714

14,055,092

Acquisitions/Transfer in

228,809

24,418

320,353

426,718

1,586,598

516,044

522

2,279,330

5,382,792

(431,350)

(6,609)

(703,309)

(232,730)

(1,373,998)

(2,893)

(23,377)

(728,200)

(31,458)

(7,496)

(2,257,071)

(3,050,495)

5,047,748

109,332

2,007,459

14,427,350

11,552,781

9,325,436

1,156

440,033

42,911,295

31 December 2009

31,109

679,460

3,605,204

5,184,337

2,747,023

3,071

12,250,204

Depreciation for the year

9,326

99,827

547,887

728,703

350,189

1,382

1,737,314

Depreciation on disposals/ Transfer out/Written off

(898)

(23,417)

(679,763)

(88,979)

(24)

(793,081)

Acquisitions/Transfer in Disposals/Transfer out/Written off

Transfer to investment properties Depreciation on disposals/ Transfer out/Written off 31 December 2011 Accumulated depreciation:


31 December 2010

40,435

778,389

4,129,674

5,233,277

3,008,233

4,429

13,194,437

Acquisition of a subsidiary during the year

4,266

104,721

1,555,566

3,383,450

2,220,046

746

7,268,795

Depreciation for the year

13,823

88,022

529,995

1,029,724

436,194

911

2,098,669

Transfer to investment properties

(2,814)

(318,337)

(101,377)

(422,528)

Depreciation on disposals/ Transfer out/Written off 31 December 2011

– –

(549) 55,161

(1,764) 969,368

(22,314) 5,874,584

(640,116) 9,006,335

(25,314) 5,537,782

(5,437) 649

– –

(695,494) 21,443,879

Increase during the year

63,000

63,000

31 December 2010

63,000

63,000

75,490

6,255

28,053

109,798

– 63,000

– –

– –

1,993 77,483

– 6,255

(7,730) 20,323

– –

– –

(5,737) 167,061

31 December 2010

4,109,470

43,551

558,665

5,161,096

1,382,619

2,968,102

2,904

414,060

14,640,467

31 December 2011

4,984,748

54,171

1,038,091

8,475,283

2,540,191

3,767,331

507

440,033

21,300,355

Allowance for impairment loss: 31 December 2009

Acquisition of a subsidiary during the year Increase during the year 31 December 2011 Net book value:

Annual Report 2011

Depreciation for the year: 2010 (Baht 4 million included in cost of sales and service, and the remaining balance in selling and administrative expenses) 2011 (Baht 10 million included in cost of sales and service, and the remaining balance in selling and administrative expenses)

1,737,314 2,098,669

241


242 Annual Report 2011

Separate financial statements

(Unit: Thousand Baht)

Land Leasehold improvements improvements

Land

Freehold and leasehold building and improvements

Furniture, fixture and office equipment

Utility systems

Vehicles

Construction in progress and projects under development

Total

Cost values: 31 December 2009

2,896,731

38,894

1,172,943

7,168,397

6,643,587

4,902,259

7,345

311,105

23,141,261

167,133

29,546

158,942

252,163

404,116

335,436

1,377,012

2,724,348

(2,466)

(29,213)

(706,312)

(122,501)

(12)

(1,277,377)

(2,137,881)

3,063,864

68,440

1,329,419

7,391,347

6,341,391

5,115,194

7,333

410,740

23,727,728

228,809

25,004

307,510

396,867

1,175,668

570,333

468

2,029,258

4,733,917

Transfer to investment properties

(286,130)

(5,741)

(499,559)

(180,272)

(971,702)

Disposals/Transfer out/ Written off

(2,424)

(286,325)

(4,411)

(6,700)

(2,025,481)

(2,325,341)

3,006,543

87,703

1,634,505

7,288,655

7,230,734

5,500,844

1,101

414,517

25,164,602

31 December 2009

17,675

674,935

2,331,725

4,904,380

2,083,545

3,060

10,015,320

Depreciation for the year

8,966

99,607

463,677

717,804

318,371

1,381

1,609,806

Disposals/Transfer out/ Written off

(898)

(23,417)

(648,756)

(88,837)

(12)

(761,920)

Acquisitions/Transfer in Disposals/Transfer out/Written off 31 December 2010 Acquisitions/Transfer in

31 December 2011 Accumulated depreciation:


31 December 2010

26,641

773,644

2,771,985

4,973,428

2,313,079

4,429

10,863,206

Depreciation for the year

12,280

76,618

269,515

721,819

330,594

909

1,411,735

Transfer to investment properties

(1,953)

(185,787)

(59,507)

(247,247)

Disposals/Transfer out/Written off

(1,470)

(280,308)

(4,354)

(4,688)

(290,820)

31 December 2011

36,968

848,792

2,855,713

5,414,939

2,579,812

650

11,736,874

Increase during the year

63,000

63,000

31 December 2010

63,000

63,000

1,722

1,104

2,826

63,000

1,722

1,104

65,826

31 December 2010

3,000,864

41,799

555,775

4,619,362

1,367,963

2,802,115

2,904

410,740

12,801,522

31 December 2011

2,943,543

50,735

785,713

4,431,220

1,815,795

2,919,928

451

414,517

13,361,902

Allowance for impairment loss: 31 December 2009

Increase during the year 31 December 2011 Net book value:

Depreciation for the year:

Annual Report 2011

2010 (Baht 4 million included in cost of sales and service, and the remaining balance in selling and administrative expenses)

1,609,806

2011 (Baht 7 million included in cost of sales and service, and the remaining balance in selling and administrative expenses)

1,411,735

243


As at 31 December 2011, certain plant and equipment items have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation and allowance for impairment loss of those assets amounted to approximately Baht 12,347 million (2010: Baht 5,439 million) (Separate financial statements: Baht 7,473 million (2010: Baht 4,710 million)).

18. Intangible assets

Intangible assets which are computer software are presented as follows: Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

As at 31 December 2011: Cost

421,144

414,358

Less: Accumulated amortisation

(306,739)

(301,165)

Net book value

114,405

113,193

373,784

372,669

Less: Accumulated amortisation

(247,689)

(247,057)

Net book value

126,095

125,612

As at 31 December 2010: Cost

A reconciliation of the net book value of intangible assets for the years 2011 and 2010 is presented below. (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2011

2010

2011

2010

Net book value at beginning of year

126,095

157,041

125,612

156,470

Acquisition of a subsidiary during the year (Note 15.1)

107,174

Acquisitions/Transfer in

39,546

9,763

36,447

9,697

5,242

15,233

5,242

15,233

(281,137)

(91,082)

(91,082)

Amortisation charged

(67,573)

(53,667)

(54,108)

(53,513)

Accumulated amortisation of written off assets

185,058

88,807

88,807

Net book value at end of year

114,405

126,095

113,193

125,612

Transferred from construction in progress Disposals - net book value

As at 31 December 2011, certain intangible assets have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated amortisation of those assets amounted to approximately Baht 133 million (2010: Baht 113 million) (Separate financial statements: Baht 133 million (2010: Baht 113 million).

244

Annual Report 2011


19. Leasehold rights Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

As at 31 December 2011: Cost Less: Accumulated amortisation

8,643,692

4,867,268

(3,498,659)

(1,672,177)

(98,306)

(10,649)

5,046,727

3,184,442

4,862,399

4,672,608

(1,582,238)

(1,484,658)

(19,000)

(19,000)

3,261,161

3,168,950

Allowance for impairment Net book value As at 31 December 2010: Cost Less: Accumulated amortisation Allowance for impairment Net book value

A reconciliation of the net book value of leasehold rights for the years 2011 and 2010 is presented below. (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2011

2010

2011

2010

Net book value at beginning of year

3,261,161

3,251,233

3,168,950

3,152,543

Acquisition of a subsidiary during the year (Note 15.1)

1,929,143

Acquisitions/Transfer in Written-off - net book value Amortisation charged

171,461 (674) (323,388)

213,806

194,660

213,807

(184,878)

(187,519)

(178,400)

Accumulated amortisation of written off assets

673

Decrease (increase) in provision for impairment

8,351

(19,000)

8,351

(19,000)

5,046,727

3,261,161

3,184,442

3,168,950

Net book value at end of year

Annual Report 2011

245


20. Goodwill (Unit: Thousand Baht) Consolidated financial statements Balance as at 31 December 2010

360,621

Goodwill acquired from business combination during the year (Note 15.1)

26,361,411

Balance as at 31 December 2011

26,722,032

21. Short-term loans from financial institutions

On 20 December 2010, the Company has entered into Baht 38,500 million unsecured loan agreement with financial institutions for the purpose of funding the business acquisition (as mentioned in Note 15.1 to the financial statements). This loan carries interest at THBFIX 1M plus 0.90 percent per annum. Full settlement of this loan is to be made within one year with an option to extend the term for another 6 months. On 6 December 2011, the Company has extended the settlement date from 6 January 2012 to 7 July 2012. Under the terms of the above agreements, the Company must comply with certain conditions and restrictions stipulated in the agreements. As at 31 December 2011, short-term loan from financial institutions amounted to Baht 36,500 million.

22. Trade and other payables Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2010

2011

2010

21,015,351

14,003,920

16,755,440

13,635,815

190,907

151,267

1,929,260

235,943

Other payables - unrelated parties

1,628,353

1,125,687

1,279,849

1,103,022

Accrued expenses

2,145,042

1,160,908

1,484,746

1,124,041

24,979,653

16,441,782

21,449,295

16,098,821

Trade payables - unrelated parties Other payables - related parties

Total trade and other payables

23. Other current liabilities Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2010

2011

2010

Vat payable

603,628

483,570

587,523

481,705

Others

937,362

668,248

690,616

604,687

1,540,990

1,151,818

1,278,139

1,086,392

Total other current liabilities

246

Annual Report 2011


24. Provision for long-term employee benefits

Provision for long-term employee benefits as at 31 December 2011 and 2010, which is compensations on employees’ retirement, was as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2011

2010

2011

2010

(Restated) Balance at beginning of year

133,724

Acquired at acquisition date

7,094

Current service cost

(Restated)

137,916

133,724

137,916

14,456

14,277

13,552

14,277

6,235

7,305

5,963

7,305

67,219

(25,506)

45,804

(25,506)

Benefits paid during the year

(16,812)

(268)

(16,370)

(268)

Balance at end of year

211,916

133,724

182,673

133,724

Interest cost Actuarial losses (gains) recognised in other comprehensive income during the period

Long-term employee benefit expenses included in the profit or loss for the year ended 31 December 2011 of the Company and its subsidiaries amounted to approximately Baht 21 million (2010: Baht 22 million). ((Separate financial statements: Baht 20 million (2010: Baht 22 million)). The cumulative effect of actuarial loss of the company and its subsidiaries as recognised in other comprehensive income as at 31 December 2011 was approximately Baht 42 million (2010: gain of Baht 26 million) (Separate financial statements: loss of approximately Baht 20 million (2010: gain of Baht 26 million)). Principal actuarial assumptions at the reporting date are as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements

Discount rate Future salary increase rate

2011

2010

2011

2010

% p.a.

% p.a.

% p.a.

% p.a.

3.8

4.1

3.8

4.1

3.5 – 10

3

3.5 – 10

3

Amounts of defined benefit obligation for the current and previous two years are as follows: Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

211,916

182,673

2010

133,724

133,724

2009

137,916

137,916

Annual Report 2011

247


25. Other non-current liabilities

Retention payables

Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2011

2010

2010

91,168

48,076

75,833

48,076

Deposits for rental and others

1,484,323

971,333

1,118,512

933,307

Total other non-current liabilities

1,575,491

1,019,409

1,194,345

981,383

26. Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution.

27. Other income Other income mainly consists of advertising income which is charged to suppliers for the advertisements placed in the Company’s brochures, and insurance recovery income.

28. Expenses by nature

Significant expenses by nature are as follows: Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2011

2010 (Restated)

2010 (Restated)

Salary and wages and other employee benefits

5,256,397

3,317,806

3,811,098

3,231,789

Changes in finished goods inventory

4,032,908

(174,407)

1,367,874

(165,400)

Utilities expenses

2,754,500

1,655,095

1,750,521

1,593,858

Depreciation expense

2,904,982

2,287,790

1,837,814

2,094,755

Advertising expense

1,472,153

912,624

998,861

871,105

Inventory management

1,278,568

931,045

998,914

913,849

Rental and service expenses

704,694

449,305

952,042

866,495

Amortisation expenses

402,094

251,829

252,760

245,111

Acquisition related cost

47,715

391,395

47,715

391,395

In addition, the Company and its subsidiaries have expenses that are other expenses by nature, but which are not included in the above; such as promotional expenses, logistics expenses, cleaning expenses, and security expenses and others.

248

Annual Report 2011


29. Income tax

29.1 Income tax expenses for the years ended 31 December 2011 and 2010 are made up as follows:

Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2011

2010

2010

(Restated) Current income tax Current income tax charge Adjustments in respect of current income tax of previous year Deferred tax: Relating origination and reversal of temporary differences Effects of changes in the applicable tax rates Income tax expense reported in the income statement

(Restated)

1,658,728 3,128

1,087,099 (2,797)

981,883 4,482

868,349 (2,651)

399,703 (307,327) 1,754,232

64,263 – 1,148,565

226,957 22,354 1,235,676

65,715 – 931,413

The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2011 and 2010 are as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2011

2010

2011

2010

(Restated) Income tax relating to actuarial gains (losses) charged directly to other comprehensive income

(20,166)

7,652

(Restated) (13,741)

7,652

29.2 Reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable tax rates for the years ended 31 December 2011 and 2010.

Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2010

2011

2010

Accounting profit before tax Applicable tax rate Accounting profit before tax multiplied by applicable tax rate Adjustment in respect of current income tax of previous year

7,014,729 30% 2,104,419 3,128

(Restated) 3,981,474 30% 1,194,442 (2,797)

6,387,320 30% 1,916,196 4,482

(Restated) 3,666,065 30% 1,099,820 (2,651)

Effects of changes in the applicable tax rates and step rates Unrecognised tax losses Tax effect of non-taxable dividend income Tax exemption from political unrest Tax effect of loss on investment in subsidiary which liquidation

(307,327) 60,614 – (118,327) –

(15,000) – – – (15,300)

22,354 – (554,757) (118,327) –

(15,000) – (123,879) – (15,300)

Recognition of previously unrecognized deferred tax assets Others Income tax expenses reported in the income statement

(31,325) 43,050 1,754,232

– (12,780) 1,148,565

(31,325) (2,947) 1,235,676

– (11,577) 931,413 Annual Report 2011

249


29.3 As at 31 December 2011 and 2010, the components of deferred tax assets and deferred tax liabilities are as follows:

Consolidated financial statements

(Unit: Thousand Baht) Separate financial statements

2011

2011

2010 (Restated)

2010 (Restated)

Deferred tax assets Allowance for doubtful debts

42,170

17,333

12,013

14,867

122,188

93,145

83,216

88,517

53,073

24,600

15,295

24,600

233,522

149,554

161,629

144,408

42,480

47,769

36,628

47,769

112,234 52,886

– 16,921

– 27,922

– 16,921

Provision for customer loyalty program

16,131

3,916

12,233

3,916

Effect from long-term lease agreement

8,858

4,750

6,847

4,750

Others

6,269

844

6,035

689,811

358,832

361,818

345,748

Allowance for diminution in value of inventory Allowance for impairment of assets Provision for suppliers’ discounts Provision for long-term employee benefits Fair value adjustment of subsidiary’s assets regarding business combination Short-term provisions

Total Deferred tax liabilities Fair value adjustment of subsidiary’s assets regarding business combination Change in useful lives of assets

(815,884)

(186,341)

Insurance claim receivable

(305,361)

– (70,728)

(70,077)

– (70,077)

Others

Total

(1,307,586)

(70,600)

(322,241)

(70,600)

(617,775)

288,232

39,577

275,148

Net

(523)

(251,513)

(523)

In October 2011, the cabinet passed a resolution to reduce the corporate income tax rate from 30 percent to 23 percent in 2012, and then to 20 percent from 2013. In addition, in order to comply with the resolution of the cabinet, in December 2011, the decrease in tax rates for 2012-2014 were enacted through a royal decree. The Company and its subsidiaries reflected the changes in tax rates in its deferred tax calculation, as presented above. As at 31 December 2011, subsidiaries have unused tax losses of approximately Baht 202 million. Deferred tax assets have not been recognized in respect of such tax losses because the management determined that there is uncertainty as to whether adequate sufficient taxable profits will be available to utilise the deferred tax asset.

250

Annual Report 2011


30. Earnings per share Basic earnings per share are calculated by dividing the net income for the year of the equity holders of the company (excluded other comprehensive income) by the weighted average number of ordinary shares in issue during the year.

31. Provident fund The Company and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company contribute to the fund monthly at the rate of 3 and 5.5 percent of salary. The fund, which is managed by Kasikorn Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. Total contributions by the Company and its subsidiaries for the year 2011 amounted to approximately Baht 94 million (2010: Baht 68 million) and Baht 78 million for the Company (2010: Baht 67 million).

32. Dividends

Dividends declared in the years of 2011 and 2010 consist of the following: Dividends

Approved by

Total dividends Dividend per share (Thousand Baht) (Baht)

Paid on

2010 Final dividend from 2009 income Total dividends for 2010

Annual General Meeting of the shareholders on 28 April 2010

1,570,718 1,570,718

1.96

May 2010

1,570,718 1,570,718

1.96

May 2011

2011 Final dividend from 2010 income Total dividends for 2011

Annual General Meeting of the shareholders on 27 April 2011

33. Commitments and contingent liabilities

Commitments and contingent liabilities as at 31 December 2011 are summarised as follows: 33.1 The Company and its subsidiaries had outstanding guarantees of approximately Baht 425 million (2010: Baht

219 million) and approximately Baht 227 million for the Company (2010: Baht 213 million) as issued by the banks on behalf of the Company and its subsidiaries for the government agencies in respect of guarantee for electricity usage and others as required in the normal course of business.

33.2 The Company and its subsidiaries entered into land lease and sub-lease agreements with individuals, related companies and other companies for the construction of office buildings and stores for periods ranging

from one year to thirty years.

Annual Report 2011

251


As at 31 December 2011, future minimum lease payments required under these non-cancellable agreements were as follows. Consolidated financial statements

(Unit: Million Baht) Separate financial statements

Payable within: Less than 1 year

708

903

1 to 5 years

2,791

1,867

More than 5 years

6,653

3,899

As at 31 December 2011, the Company and its subsidiaries have subleased part of the space under the non-cancellable agreements and expect to receive sublease payments of approximately Baht 107 million (Separate financial statements: Baht 74 million). During the year 2011, the Company and its subsidiaries had recognized rental expenses of Baht 24 million and sublease revenue of Baht 14 million (Separate financial statements: rental expenses of Baht 11 million and sublease revenue of Baht 5 million). The above lease agreements stipulated certain covenants which the Company and its subsidiaries must comply. 33.3 The Company also entered into agreements relating to the transfer of leasehold right and sublease arrangements covering par t of buildings from existing lessors (which are two related companies). The lease contracts were made with a related company and a local company.

The compensation for the transfer of leasehold right and leasing charges during the first eight years starting from 2000, are in the range of approximately Baht 688 million to Baht 1,202 million, depending on sales volume. Subsequent subleasing charges from the ninth year would be based on the market rate for such period, depending on conditions to be agreed between the parties. 33.4 The Company was committed to obligations under agreements with several companies for the construction of office buildings and department stores totaling approximately Baht 888 million (2010: Baht

532 million).

33.5 The Company and its subsidiaries have outstanding commitment in respect of uncalled portion of investment in subsidiaries of approximately Baht 1,427 million (Separate financial statements: Baht 685 million). 33.6 The Company entered into a logistics and distribution services agreement with a company resulting

in a commitment to pay for the service fee at a percentage of goods purchased. 33.7 The Company and subsidiaries have been sued by other entities as co-defendant for breach of contracts, penalty claim and other cases in which the case is currently being considered by the Civil Court.

Furthermore, the Company and its subsidiaries have been sued by certain individuals. The management believes that the Company and its subsidiaries will receive favorable ruling for the cases. However, for prudent reason the Company and its subsidiaries have set up certain provision for litigation in their account. 33.8 The Company entered into the renewal of the land lease contract and the lease and service agreement of Wongsawang Town Center Department store with a related party. These agreements cover a period of

10 years, commencing from 1 April 2006 and extendable for another two years. The rental is to be paid at the rates of Baht 458,544 per month for the 1st - 3rd year and will be increased by 15% every three years, while the 11th - 12th year rental will be paid at same rate as that of the tenth year (in accordance with the resolution of the Annual General Meeting of Shareholders of the Company on 27 April 2006).

33.9 The Company and its subsidiaries entered into the land lease contract with a related company. This

agreement generally covers a period of 30 years, commencing from 17 July 1996. In consideration thereof, the Company and its subsidiaries agree to pay annual rental fee under the calculation by using initial land cost multiply by average loan rate of commercial banks. In 2011 the average loan rate is 6.25 - 7.33 % per year (2010: 5.94 - 6.20% per year).

252

Annual Report 2011


33.10 The Company entered into a Memorandum of Understanding to lease the shopping center with a company in Lao People’s Democratic Republic for a period of twenty years, commencing from the soft opening of

the mall and for another twenty years. The Company agrees to pay rental fees revenue sharing at the rate stated in the memorandum based on net sales.

34. Financial information by segment The Company and its subsidiary companies’ operations are in a single industry segment of retail and are carried out in the single geographic area of Thailand. As a result, all of the revenues, operating profits and assets as reflected in these financial statements pertain to the aforementioned industry segment and geographic area.

35. Financial instruments

35.1 Financial risk management

The Company and its subsidiary companies’ financial instruments, as defined under Thai Accounting Standard No. 107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade accounts receivable, rental and other services receivable, loans from/loans to subsidiaries, and accounts payable. The financial risks associated with these financial instruments and how they are managed is described below.

Credit risk The Company and its subsidiary companies are exposed to credit risk primarily with respect to trade accounts receivable, rental and other income receivable., and loans to subsidiary companies. They manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, they do not have high concentration of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of receivables, rental and other income receivable, and loans to subsidiary companies, stated in the statement of financial position.

Interest rate risk The Company and its subsidiary companies are exposed to interest rate risk related primarily to their cash and cash equivalents, trade accounts receivable, rental and other services receivable, loans from/loans to subsidiaries, accounts payable. However, since most of their financial assets and liabilities bear floating interest rates which are close to the market rate, the interest rate risk is expected to be minimal. Significant financial assets and liabilities as at 31 December 2011 classified by type of interest rates are summarized in the table below Consolidated financial statements

Floating interest rate

Non-interest bearing

Total

(Unit: Million Baht) Effective interest rate (% p.a.)

Financial Assets Cash and cash equivalent

5,986

1,436

7,422

0.10 – 2.50

Trade accounts receivable

274

274

Rental and other income receivable

2,256

2,256

5,986

3,966

9,952

36,500

36,500

1.87 – 4.36

24,980

24,980

36,500

24,980

61,480

Financial liabilities Short-term loans from financial institutions Trade accounts payable

Annual Report 2011

253


(Unit: Million Baht)

Separate financial statements

Floating interest rate

Non-interest bearing

Total

Effective interest rate (% p.a.)

Cash and cash equivalent

3,627

1,074

4,701

0.10 – 2.50

Trade accounts receivable

3,555

3,555

Rental and other income receivable

1,984

1,984

4,799

4,799

1.79 – 4.36

8,426

6,613

15,039

36,500

36,500

1.87 – 4.36

21,449

21,449

2,567

2,567

1.79 – 4.36

39,067

21,449

60,516

Financial Assets

Loans to subsidiary companies Financial liabilities Short-term loans from financial institutions Trade accounts payable Loans from subsidiary companies

Foreign currency risk The Company and its subsidiaries’ exposure in foreign currency rates relates to revenues and administrative expenses from/to the related parties that are denominated in foreign currency.

As of 31 December 2011, the Company and its subsidiaries had the following financial assets and financial liabilities denominated in foreign currency that have not been hedged. (Unit: Thousand) Consolidated financial statements Currency

US Dollar Euro

254

Annual Report 2011

Financial assets

Financial liabilities

Separate financial statements Financial assets

Financial liabilities

Exchange rate as at 31 December 2011 (Baht per foreign currency) Bids

Asks

125

931

125

931

31.5505

31.8319

1,036

2,772

1,036

2,772

40.7150

41.3397


As at 31 December 2010, the Company had exposure to foreign currency risk in relation to forecasted transaction from the business combination, as discussed in Note 15.1 to the financial statements. The Company had entered into forward foreign currency contracts to hedge this risk in November 2010. Details of derivatives are presented below. Notional Amount Derivatives

Forward exchange contracts Foreign currency swap contracts-Swap US Dollar and Euro

Bought

Sold

Maturity date

1,128 Million USD

33,981 Million Baht

7 January 2011

850 Million Euro

1,128 Million USD

7 January 2011

On 7 January 2011, the Company recognised net losses from the change in fair value of such derivatives of approximately Baht 634 million which was transferred from shareholders’ equity to “Investments in subsidiaries” in the separate financial statements and recognised as part of the consideration transferred for business acquisition according to Note 15.1 to the consolidated financial statements. As at 31 December 2011, the Company and its subsidiary companies have no outstanding derivatives contract.

35.2 Fair values of financial instruments

Since the majority of the Company and its subsidiary companies financial instruments are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the statement of financial positions. A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.

36. Capital management The primary objectives of the Company’s capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2011, the Group’s debt-to-equity ratio was 2.86:1 (2010 was 0.97:1) and the Company’s was 3.10:1 (2010 was 1.23:1).

37. Debentures On 10 November 2003, the Extraordinary shareholder’s meeting had passed the resolution to approve the issuance of debentures of not exceeding Baht 3,000 million or in other currency with the equivalent amount due within 6 years. The debenture will be sold to specific investor and or public in accordance with the regulation of the Securities and Exchange Commission. However, as at 31 December 2011 the Company has not issued debentures under the above resolution.

Annual Report 2011

255


38. Share capital On 19 October 2011, the Company’s Board of Directors’ meeting No. 5/2011 approved the resolutions to reduce the registered share capital of the Company from the existing registered capital of Baht 8,250 million to approximately Baht 8,014 million by cancelling the authorised but unissued 23,613,426 shares with par value of Baht 10 each and to increase the registered share capital of the Company from approximately Baht 8,014 million to approximately Baht 11,514 million by issuing 350 million new ordinary shares with par value of Baht 10 each. The resolutions are to be proposed for approval at the Extraordinary general shareholders’ meeting No.2/2011 on 17 November 2011. However, the Company had considered the impact from the floods in Thailand during October to November 2011 and that certain shareholders living in affected areas had informed the Company that they are unable to attend the Extraordinary General Meeting. In order to preserve the rights of the shareholders and to allow them to attend the meeting, the holding of the Extraordinary General Meeting No. 2/2011 will be postponed until the next practical date. The timeline for the capital increase plan and practicable date for the Extraordinary General Meeting of Shareholders will be considered by the Board of Directors to be held in 2012.

39. Reclassification To comply with the Notification of the Department of Business Development relating to the financial statements presentation as described in Note 2, and as a result of the adoption of new and revised accounting standards and new accounting policies as described in Note 3, certain amounts in the financial statements for the year ended 31 December 2010 have been reclassified to conform to the current year’s classification, without any effect to previously reported profit or shareholder’s equity, except for the restatements of the financial statements for the year 2010 as described in Note 5 to the financial statements.

40. Approval of financial statements

256

The financial statements were authorised for issuance by the authorised directors on 10 February 2012.

Annual Report 2011


Appendix

Annual Report 2011

257


258 Annual Report 2011

Summary of Transaction with Related Companies Transaction

Related Companies

1. Purchase of merchandise from Chirathivat group of companies

C-Text Sakol Co., Ltd. Central Trading Co., Ltd. Central Garment Factory Co., Ltd. Central Book Distribution Co., Ltd. Textral Textile Co., Ltd. Thai Franchising Co., Ltd. Central Department Store Co., Ltd. Upfront Solution System Co., Ltd. Others

2. Tax management service

Service receiver : Big C Supercenter PCL. Service provider: Harng Central Department Store Co., Ltd.

3. Land leasehold contract at Big C Store (Korat branch)

Contract Detail

Amount (Million baht)

Comment of Independent Directors / Auditors

Purchase Trade Payable

27.9 3.8

Fairness market price.

Contract commencing on Mar-1-2011 to Dec-31-2011 , monthly fee of Bt 150,000

Service charge

1.5

Company’s independent director viewed that this transaction is reasonable and commercially useful for the Company and subsidiary.

Service receiver : Big C Supercenter PCL. Service provider: Tieng Chirathivat Co., Ltd.

30-year contract commencing from Dec-1-1996 to Nov-30-2026 Amount of leasing option is Bt 105 million with monthly rental and service charge of Bt 275,000 which will be increased by 10% for every 3 years

Rental fee

4.8

Company’s financial advisor viewed that it is at reasonable price and independent director has no contradictory opinion.

4. Building lease of Big C store (Wongsawang branch)

Lessee : Big C Supercenter PCL. Lessor : Central Department Store Co., Ltd.

10-year contract commencing from Apr-1-2006 to Mar-31-2016 with monthly rental and service charge based on rental area and will be increased by 10% for every 3 years

Rental fee and Service Charges

44.7

External auditor viewed that the price is at market price

5. Land lease in Big C store (Ratburana branch)

Lessee: Central Superstore Ltd. Lessor: Central Thonburi Co., Ltd.

30-year contract commencing on May-1-1995 Amount of leasing option is Bt 119.9 million with yearly rental of Bt 1.2 million which will be increased by 10% for every 3 years

Rental fee

1.9

External auditor viewed that the price is at market price


Transaction

Related Companies

Contract Detail

Amount (Million baht)

Comment of Independent Directors / Auditors

Annual Report 2011

6. Parking area leasing contract at Big C store (Ratburana branch)

Lessee: Central Superstore Ltd. Lessor: Central Thonburi Co., Ltd.

3-year contract commencing from Jan-1-2009 to Dec-31-2011, monthly rental of Bt 150,000, payable 6 months in advance

Rental fee

1.8

External auditor viewed that the price is at market price

7. Land lease of Big C store (Khon Kaen branch)

Lessee : Big C Fairy Ltd. 30-year contract commencing on Jul-17-1996 with Lessor : Central Pattana (Khonkaen) Co., Ltd. yearly rental of Bt 25.8 million

Rental fee

25.8

External auditor viewed that the price is at market price

8. Space service agreement for “Western Union”

Service receiver : Central Department Store Co., Ltd. Service providers : Big C Supercenter PCL. Chiang Rai Big C Ltd. Big C Fairy Ltd.

Service Income Receivable

10.2 0.2

9. Land lease and service rendering contract at each branch of Big C store

Lessee : Leasing term ranges from 3 years to 15 years Central Restaurant Group Co., Ltd. (K.F.C.) Central Restaurant Group Co., Ltd. (Mr. Donut) Central Restaurant Group Co., Ltd. (Auntie Anne’s) Central Watson Co., Ltd. Central Trading Co., Ltd. Central Pattana PLC. Power Buy Co., Ltd. B2S Co., Ltd. Office Club (Thai) Co.,Ltd. CRC Sports Co.,Ltd Lessor : Big C Supercenter PCL. and subsidiaries

Rental fee Receivable

10. Assignment of building rental right of Central’s building at Hua Mark

Assignee: Big C Supercenter PCL. Assignor: Ramindra Department Store Co., Ltd. Lessor : Harng Central Department Store Co., Ltd.

Rental fee and service charge

4-year contract

259

Lease term is 15 years and one month commencing from Apr-25-2000 to May-31-2015 Amount of monthly assignment option is Bt 4.02 million with the service charges is Bt 1.7 million. The rental fee during first eight years depends on sales volume with the minimum and maximum rental fee, after that the rental fee depends on the agreed condition

360.3 25.9

External auditor viewed that the price is at market price

81.4

Company’s financial advisor viewed that the transaction is justified and reasonable and will be beneficial for the company. Independent directors have no contradictory opinion.


260 Annual Report 2011

Transaction

Services and facilities contract in Central’s building at Hua Mark 11. Sub-leasing contract of Fashion Island Department Store Service contract for building facility system in Fashion Island Department Store

Related Companies

Contract Detail

Service receiver : Big C Supercenter PCL. Service provider : Central Department Store Co., Ltd.

Contract term is 15 years and one month commencing on Apr-25-2000 with renewal period of 4 years and 11 months, service charge based on service area and service rate per area as determined in the contract

Lessee : Big C Supercenter PCL. Lessor : Central Department Store Co., Ltd.

Leasing term of 12 years commencing from Oct-20-2003 to Oct-19-2015 with renewal period of 9 years, monthly rental fee is Bt 792,000 ; yearly rental fee is Bt 9.5 million

Service receiver: Big C Supercenter PCL. Service provider : Central Department Store Co., Ltd.

15-year contract commencing from Oct-20-2000 to Oct-10-2015 with renewal period of 9 years. Service charges divided into two parts: First : based on serviced area and service rate per area as determined in the agreement Second : during first eight years, service charge depends on sales volume with minimum and maximum charge, after that service charge depends on agreed condition

12. Land sub-leasing contract Lessee : Central Pattana PCL. Lessor : Central Pattaya Co., Ltd. for the implementation of Central Festival Center at Pattaya

Leasing term of 21 years and 6 months commencing from Nov-1-1993 to Apr-30-2015, monthly rental fee ranging from Bt 167,500 (first year) to Bt 834,000 (last year), deposit for rental guarantee of Bt 61.7 million (partially returned for 80 times every three months to lessee on quarterly basis of Bt 771,625)

Lessee : Central Pattana PCL. Lessor : Central Pattaya Co., Ltd.

Leasing term of 19 years and 4 months commencing on Dec-29-1995, leased amount of Bt 19.2 million

13. Leasing contract for some areas of Big C store (Pattaya branch)

Amount (Million baht)

Comment of Independent Directors / Auditors

Company’s financial advisor viewed that the transaction is justified and reasonable and will be beneficial for the company. Independent directors have no contradictory opinion. Rental fee and service charge

80.7

Company’s financial advisor viewed that the transaction is justified and reasonable and will be beneficial for the company. Independent directors have no contradictory opinion.

Income Payable (deposit)

9.3 13.6

External auditor viewed that the price is at market price

-

External auditor viewed that the price is at market price


Transaction

Annual Report 2011

Related Companies

Contract Detail

Amount (Million baht)

Comment of Independent Directors / Auditors

14. Contract on infrastructure system services of Big C store (Pattaya branch)

Service receiver : Central Realty Service Co., Ltd. Service provider : Central Pattaya Co., Ltd.

Service term of 19 years and 4 months commencing on Dec-29-1995, service fee of Bt 12.8 million (already paid in full)

-

External auditor viewed that the price is at market price

15. Leasing contract of some area in Central Festival Center at Pattaya

Lessee : Central Pattaya Co., Ltd. Lessor : Central Pattana PCL.

Leasing term of 19 years and 9 months commencing on Jul-29-1995, leased amount of Bt 1.2 million

-

At market price (external auditor’s opinion)

16. Contract of sharing expenses of Big C store (Pattaya branch)

Service receiver : Central Pattaya Co., Ltd. Service provider : Central Realty Service Co., Ltd.

Contract commencing on Jan-1-2004 Service charges divided into two parts: First: monthly service charge is Bt 271,149.76 which will be increased base on economic situation and agreed condition, but not greater than 5% Second: based on usage area and actual sharing service expense.

Service charge

8.5

At market price (external auditor’s opinion)

17. The company pay for management fee and other expenses

Distribution Casino France

Annual management fee

Management Fee and Other expenses 129.4 Payable 138.7

Company’s independent director viewed that this transaction is reasonable and necessary. It is also commercially beneficial for the Company and subsidiaries.

18. Service mark license agreement

Licensee: Cavi Retail Limited (Big C Vietnam) Licensor : Big C Supercenter PCL.

5-year contract

Income Receivable

14.9 3.9

19. Other incomes

Service receiver : Casino International Service provider : Big C Supercenter PCL.

Compensate income from goods purchasing (IRTS Income), base on product type and purchase amount.

Income Receivable

77.9 82.0

20. Merchandise sourcing service

Service receiver : Big C Supercenter PCL. Service provider : Group Casino Limited

Annual management fee

Service charge Payable

21. Management fee

Service receiver : Group of subsidiary companies Service provider : Big C Supercenter PCL.

Annual management fee base on sales and other income amount depends on agreed condition.

Income Receivable

5.6 242.2 242.2

261


Major

Shareholders Top ten shareholders as of 31 January 2012 are as follows: Shareholders

Number of Shares Holding

% Holding

287,820,000 218,280,000

35.92 27.24

9,135,243 7,093,200 7,082,400 5,117,100 4,169,400

1.14 0.89 0.88 0.64 0.52

3. The Bank of New York (Nominees) Limited

25,509,409

3.18

4. Thai NVDR Company Limited.

20,402,604

2.55

5. UBS AG SINGAPORE BRANCH

18,000,000

2.25

6. BARCLAYS BANK PLC, SINGAPORE

15,900,000

1.98

7. Mr. Amnuay Thanarakchok

13,146,600

1.64

8. MRS. ARUNEE CHAN

12,255,431

1.53

9. Mr. Niti Osatanukrao

7,475,400

0.93

10. Mr. Poonsak Thiapairat

7,270,400

0.91

1. Casino Group : Geant International B.V. and Saowanee Holding Company Limited The group works together with others to determine and formulate management policy by nominating or appointing a person to act as the director with the authority in management. The abovementioned management policy will be submitted to the board of director for consideration and approval. 2. Chirathivat Group : Mrs. Wanthanee Chirathivat Mr. Suthichai Chirathivat Mr. Suthikiat Chirathivat Mr. Tos Chirathivat Mr. Suthiporn Chirathivat The group works together with others to determine and formulate management policy by nominating or appointing a person to act as the director with the authority in management. The abovementioned management policy will be submitted to the board of director for consideration and approval.

Dividend Policy of the Company and Subsidiaries

The Company and its subsidiaries have set the policy to pay dividends at the rate of not less than 30 per cent of annual net profit. In the year 2008, 2009 and 2010, the Company had paid the dividends at the rate of 50%, 59% and 57% of annual net profit (of the company only) after deduction of legal reserve respectively. The subsidiaries had paid the dividends at the rate of 100% of annual net profit after deduction of legal reserve.

262

Annual Report 2011


Subsidiaries Subsidiaries which were directly and indirectly held by the Company are as follows: Name

Business

% Holding

Paid-Up Capital (Million)

Phisanulok Big C Limited

Retail

92.38

1,050

Big C Fairy Limited

Retail

96.82

440

Chiang Rai Big C Limited

Rental of immovable assets

100.00

180

Central Superstore Limited

Rental of immovable assets and holding company

100.00

1,220

Inthanon Land Co., Ltd.

Rental of immovable assets

100.00

841

Surat Big C Limited

Rental of immovable assets

100.00

140

Central Pattaya Co., Ltd.

Rental of immovable assets

100.00

80

Theparak Big C Limited

Rental of immovable assets and holding company

100.00

80

Phraram II Big C Co., Ltd.

Rental of immovable assets

99.99

5

Udon Big C Co., Ltd.

Rental of immovable assets

100.00

738

Chiang Mai Big C (2001) Co., Ltd.

Dormant

100.00

300

Big C Distribution Co., Ltd.

Dormant

100.00

1

Retail

39.00

8,950

Nava Nakarintr Limited

Holding company

100.00

1

SSCP (Thailand) Limited

Holding company

49.00

162

Retail and wholesales

100.00

31

CenCar Limited

Big C Supercenter (Lao) Co., Ltd.

Annual Report 2011

263


Big C Store Information in 2011

3

1

6

2

6 7

5

9

10

14

4 4 1

10

12 5

1

9

2

11

8

7

12

1 13

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

264

Phitsanulok Chiang Mai Chiang Rai Hang Dong Hang Dong 2 Lampang Lamphun Phetchabun Phrae Sukhothai Tak Kamphaeng Phet Nakhon Sawan

Annual Report 2011

11

8

3

BIG C in Northern Region Big C

13

BIG C in North-Eastern Region Big C

Big C Extra

1. Chiang Mai 2 Big C Market

1. Lomsak

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.

Buriram Chaiyaphum Korat Khon Kaen Maha Sarakham Sakon Nakhon Sisaket Surin Ubon Ratchathani Udonthani Warin Chamrap Yasothon Amnat Charoen Udonthani 2


10

1

9

1 4

2 18

15

17

14

1

8

5

3

7 11 2

13

12

15

19

6

7

5

6

4

8 1

2

2

2 1

BIG C in Central and Eastern Region Big C

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19.

Ayutthaya Ban Pong Ban Bueng Chachoengsao Chachoengsao 2 Chantaburi Chonburi Chonburi 3 Central Lopburi Lopburi 2 North Pattaya South Pattaya Phetchaburi Prachinburi Ratchaburi Rayong Sa Kaeo Mahachai Laem Thong Rayong

BIG C in Southern Region

Big C Extra

1. Chonburi 2 2. Pattaya 3 Big C Market

1. Saraburi

3

1

Big C

1. 2. 3. 4. 5. 6. 7. 8.

Hatyai Krabi Pattani Phuket Samui Surat Thani Chumporn Nakhon Si Thammarat Big C Extra

1. Hatyai 2 2. Phuket 2 Big C Market

1. Phang Nga 2. Thepkrasattri Annual Report 2011

265


36

15 23

24

25

Pathum Thani

4

13

5 2 ในกรุงเทพฯ 8 2 5 7 9 และปริมณฑล 6

1

27 26

37 7

38

Nonthaburi

1

20

3

10

10 8

6

18

Bangkok

1

3

17

16

32

6

11

4

28 3

5

14

35 33

7

12

31

9

19

29

1

2

34

4

21 4 22

30

Samut Prakan

BIG C in BKK and Vicinity Big C

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19.

266

Bangna Bangplee Bangbon Bangpakok Chaengwattana Dao Kanong Donmuang Ekkamai Fashion Island Huamark Issaraphap Ladprao Lam Lukka Nakornpathom Navanakorn Nongchok Oamyai Phetkasem Rat Burana

Annual Report 2011

20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38.

Rajdamri Rama 2 Rama 2 (2) Rangsit Rangsit 2 Rangsit Khlong 3 Rattanathibeth Rattanathibeth 2 Romklao Samrong Samutprakarn Saphan Kwai Srinakarin Sukhaphiban 3 Suksawat Suwintawong Rangsit Khlong 6 Tiwanon Wong Sawang

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Big C Extra

Big C Market

Bangyai Chaengwattana 2 Rama 4 Phetkasem 2 Ratchadaphisek Ramindra Ladprao 2 Lam Lukka Khlong 4 Sukhaphiban 3 (2) Onnuch

1. 2. 3. 4. 5. 6. 7. 8.

Big C Jumbo

1. Samrong 2

Bang Pho Hatairat Keha Romklao Pracha Uthit Saimai Suanluang Sukhaphiban 1 Sukhaphiban 5


7 42

41

32

Pathum Thani

14

34

33 25

39

20

44

29 22

28 5

11 16

Bangkok

26

19

13

Nonthaburi

51

1

18

23

15

46

10

51

4

17

38

6

45

21

50

36

30

2 9 31

27

48 12

37

43 3

49 24 35

40

8

Samut Prakan

MINI BIG C in BKK and Vicinity Mini Big C

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

Senanikom Udomsuk Bor Thong Ladprao 130 Chinnakhet Udomsuk 51 Navanakorn Bangplee Chalam Nimit Pattanakarn 20 Phra Pin 3 La Salle 24 Tha It Rangsit Klong2 Moo Ban Sahakorn Salaya Don Wai Krungthon Market Prachachuen 12 Thipphimarn

21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40.

Chaloem Phra Kiat Buathong Village Seri Thai 41 Wat Namdaeng Eua Arthorn Wat Koo Phraya Suren 38 Wongwaen Center Nimit Mai Muangthong Thani Sukhaphiban 2 Soi Nong Yai Suchart Market Soi Pier Nont Rattanakosin Praeksa Luangphaeng 5 Phetkasem 81 Luangphaeng 1 Prueksa Village 3 Phet Aree

41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51.

Bang Khan Market Soi Khunpra Soi Poon Charoen Or-ngern Market Soi Puengmee 17 Onnuch 17 Klong Payom Soi Bearing 34 Soi Srisamith Eua Arthorn Ladkrabang Ratpattana

Annual Report 2011

267


Big C Store Information

Big C Supercenter PLC

6th Floor, 97/11 Ratchadamri Road, Lumpini subdistrict, Pathumwan district, Bangkok 10330 Tel.: 02-655-0666; Fax: 02-655-5801 Company Registration No. Bo Mo Cho 0107536000633 (previous No. Bo Mo Cho.137)

Location of the branches of Big C Supercenter PLC No. Name and Address of the Branches

268

Date of Opening

1

Big C Supercenter Public Co., Ltd. (Chaeng Wattana branch) 96 Moo 1, Chaeng Wattana Road, Thung Song Hong sub-district, Lak Si district, Bangkok 10210

15 Jan 1993

2

Big C Supercenter Public Co., Ltd. *Rangsit branch* 94 Phahonyothin Road, Pracha Thipat sub-district, Thanyaburi district, Pathum Thani 12130

13 May 1994

3

Big C Supercenter Public Co., Ltd. (Rat Burana branch) 19 Moo 9, Rat Burana Road, Bang Prakok sub-district, Rat Burana district, Bangkok 10140

25 Nov 1994

4

Big C Supercenter Public Co., Ltd. (North Pattaya branch) 78/12 Moo 9, Pattaya 2 Road, Nong Prue sub-district, Bang Lamung district, Chon Buri 20150

17 June 1995

5

Big C Supercenter Public Co., Ltd. (Wong Sawang branch) 888 Pibul Songkram Road, Bang Sue sub-district, Bang Sue district, Bangkok 10800

1 Sep 1995

6

Big C Supercenter Public Co., Ltd. (Bang Phli branch) 89 Moo 9, Thepharak Road, Km 13, Bang Phli Yai sub-district, Bang Phli district, Samut Prakan 10540

1 Feb 1996

7

Big C Supercenter Public Co., Ltd. (Nakhon Pathom branch) 754 Phetchakasem Road, Huai Chorake sub-district, Mueang district, Nakhon Pathom 73000

1 Mar 1996

8

Big C Supercenter Public Co., Ltd. (Udon Thani branch) 415 Moo 3, Mak Khaeng sub-district, Mueang Udon Thani district, Udon Thani 41000

15 Oct 1996

9

Big C Supercenter Public Co., Ltd. *Korat branch* 118 Mitraphap – Nong Khai Road, Nai Mueang sub-district, Mueang Ratchasima district, Nakhon Ratchasima 30000

19 Dec 1996

10

Big C Supercenter Public Co., Ltd. (Surat Thani branch) 130 Moo 1, Liang Mueang Road, Bang Kung sub-district, Mueang district, Surat Thani 84000

26 Mar 1997

11

Big C Supercenter Public Co., Ltd. (Rattana Thibet branch) 6 Moo 6, Sao Thong Hin sub-district, Bang Yai district, Nonthaburi 11140

10 Apr 1997

12

Big C Supercenter Public Co., Ltd. (Rayong branch) 15/11 Bang Na-Trat Road, Choeng Ngoen sub-district, Mueang district, Rayong 21000

15 Jul 1997

13

Big C Supercenter Public Co., Ltd. (Thon Buri-Paktho branch) 127 Rama II Road, Samae Dam sub-district, Bang Khun Tien district, Bangkok 10510

19 Sep 1997

14

Big C Supercenter Public Co., Ltd. (Chiang Rai branch) 184 Moo 25, Ropwiang sub-district, Mueang district, Chiang Rai 57000 *From 24 September 1997 till 31 March 2006, this store was managed by Chiang Rai Big C Co., Ltd.*

24 Sep 1997

15

Big C Supercenter Public Co., Ltd. (Lampang branch) 65 Highway Lampang – Ngaw Road, Sop Tui sub-district, Mueang Lampang district, Lampang 52100

31 Oct 1997

16

Big C Supercenter Public Co., Ltd. (Lop Buri branch) 2 Moo 1, Tha Sala sub-district, Mueang Lop Buri district, Lop Buri 15000

20 Nov 1997

17

Big C Supercenter Public Co., Ltd. (Phetchaburi branch) 130 Village 1, Ton Mamuang sub-district, Mueang Phetchaburi district, Phetchaburi 76000

26 Jan 1998

Annual Report 2011


No. Name and Address of the Branches

Date of Opening

18

Big C Supercenter Public Co., Ltd. (Hat Yai branch) 111/19 Moo 4, Khlong Hae sub-district, Hat Yai district, Songkhla 90110

19 Oct 2000

19

Big C Supercenter Public Co., Ltd. (Hua Mak branch) 2001 Ramkhamhaeng Road, Hua Mak sub-district, Bang Kapi district, Bangkok 10240

21 Oct 2000

20

Big C Supercenter Public Co., Ltd. (Samut Prakan branch) 498/1 Sukhumvit Road, Pak Nam sub-district, Mueang Samut Prakan district, Samut Prakan 10280

2 Nov 2000

21

Big C Supercenter Public Co., Ltd. (Ubon Ratchathani branch) 92 Soi Thamwithi 4, Thamwithi Road, Nai Mueang sub-district, Mueang Ubon Ratchathani district, Ubon Ratchathani 34000

28 Apr 2001

22

Big C Supercenter Public Co., Ltd. (Don Mueang branch) 1 Soi Phahonyothin 50, Phahonyothin Road, Anusawari sub-district, Bang Khen district, Bangkok 10220

28 Jun 2001

23

Big C Supercenter Public Co., Ltd. (Fashion Island branch) 593 Ram Intra Road, Kanna Yao sub-district, Kanna Yao district, Bangkok 10230

5 Jul 2001

24

Big C Supercenter Public Co., Ltd. (Chiang Mai branch) 208 Moo 3, Tarsala sub-district, Mueang Chiang Mai district, Chiang Mai 50000 *From 6 July 2001 till 30 April 2005, this store was managed by Chiang Mai Big C (2001) Co., Ltd.*

6 Jul 2001

25

Big C Supercenter Public Co., Ltd. (Suksawat branch) 94 Moo18, Bang Phung sub-district, Phra Pradaeng district, Samut Prakan 10130

9 Nov 2001

26

Big C Supercenter Public Co., Ltd. (Phuket branch) 72 Moo 5, Wichit sub-district, Mueang Phuket district, Phuket 83000

29 Nov 2001

27

Big C Supercenter Public Co., Ltd. (Bang Na branch) 111 Bang Na-Trat Road, Bang Na sub-district, Bang Na district, Bangkok 10260

8 Feb 2002

28

Big C Supercenter Public Co., Ltd. (Lad Phrao branch) 2539 Lat Phrao Road, Wang Thong Lang sub-district, Wang Thong Lang district, Bangkok 10310

28 Jun 2002

29

Big C Supercenter Public Co., Ltd. (Dao Khanong branch) 1050 Somdet Phra Chao Taksin Road, Bukkhalo sub-district, Thon Buri district, Bangkok 10600

6 Aug 2002

30

Big C Supercenter Public Co., Ltd. (Tiwanon branch) 9/9 Moo 5, Talat Kwan sub-district, Mueang Nonthaburi district, Nonthaburi 11000

1 Nov 2002

31

Big C Supercenter Public Co., Ltd. (South Pattaya branch) 565/41 Moo 10, Nongprue sub-district, Banglamung district, Chon Buri 20150

28 Mar 2003

32

Big C Supercenter Public Co., Ltd. (Ratchdamri branch) 97/11 Ratchadamri Road, Lumpini sub-district, Pathumwan district, Bangkok 10330

29 Apr 2003

33

Big C Supercenter Public Co., Ltd. (Nakhon Sawan branch) 320/10 Sawanviti Road, Pangnampo sub-district, Mueang Nakhon Sawan district, Nakhon Sawan 60000

27 Jun 2003

34

Big C Supercenter Public Co., Ltd. (Saphan Khwai branch) 618/1 Phahonyothin Road, Samsen Nai sub-district, Phayathai district, Bangkok 10400

26 Nov 2003

35

Big C Supercenter Public Co., Ltd. (Chachoengsao branch) 9/1 Chachoengsao-Bangpakong Road, Na Mueang sub-district, Mueang Chachoengsao district, Chachoengsao 24000

25 Feb 2004

36

Big C Supercenter Public Co., Ltd. (Samrong branch) 999 Moo 1, Sukhumvit Road, North Samrong sub-district, Mueang Samut Prakarn district, Samut Prakarn 10270

23 Sep 2004

Annual Report 2011

269


No. Name and Address of the Branches

270

Date of Opening

37

Big C Supercenter Public Co., Ltd. (Pattani branch) 301 Moo 4, Rusamilae sub-district, Mueang Pattani district, Pattani 94000

27 Oct 2004

38

Big C Supercenter Public Co., Ltd. (Surin branch) 8 Lakmuang Road, Nai Mueang sub-district, Mueang Surin district, Surin 32000

24 Dec 2004

39

Big C Supercenter Public Co., Ltd. (Omyai branch) 17/17 Moo 8, Omyai sub-district, Samphran district, Nakhon Pathom 73160

12 Apr 2005

40

Big C Supercenter Public Co., Ltd. (Phetchakasem branch) 611 Moo 10, Bangkae sub-district, Bangkae district, Bangkok 10160

17 Jul 2005

41

Big C Supercenter Public Co., Ltd. (Sukaphiban 3 branch) 103 Ramkhamhaeng Road, Minburi sub-district, Minburi district, Bangkok 10110

1 Sep 2005

42

Big C Supercenter Public Co., Ltd. (Ekamai branch) 78 Soi Sukumvit 63 (Ekamai), North Prakhanong sub-district, Wattana district, Bangkok 10110

9 Nov 2005

43

Big C Supercenter Public Co., Ltd. (Sakon Nakhon branch) 1594/16 Rop Mueang Road, Tatchoengchum sub-district, Mueang Sakon Nakhon district, Sakon Nakhon 47000

26 Nov 2005

44

Big C Supercenter Public Co., Ltd. (Phrae branch) 600 Moo 9, Nachak sub-district, Mueang Phrae district, Phrae 54000

11 May 2006

45

Big C Supercenter Public Co., Ltd. (Ratchaburi branch) 534 Moo 1, Kokmoei sub-district, Mueang district, Ratchaburi 70000

6 Jun 2006

46

Big C Supercenter Public Co., Ltd. (Lam Luk Ka branch) 10 Moo 12, Bungkumproi sub-district, Lam Luk Ka district, Pathum Thani 12150

17 Oct 2006

47

Big C Supercenter Public Co., Ltd. (Prachin Buri branch) 630/1 Ratsadondamri Road., Na Mueang sub-district, Mueang Prachin Buri district, Prachin Buri 25000

14 Dec 2006

48

Big C Supercenter Public Co., Ltd. (Lamphun branch) 200 Moo 4, Ban Klang sub-district, Mueang Lamphun district, Lamphun 51000

2 May 2007

49

Big C Supercenter Public Co., Ltd. (Samui branch) 129/19 Moo 1, Bophut sub-district, Ko Samui district, Surat Thani 84320

6 Sep 2007

50

Big C Supercenter Public Co., Ltd. (Chon Buri branch) 49/1 Moo 3, Huai Kapi sub-district, Mueang Chon Buri district, Chon Buri 20000

11 Oct 2007

51

Big C Supercenter Public Co., Ltd. (Buriram branch) 150 Moo 7, Isan sub-district, Mueang Buriram district, Buriram 31000

11 Oct 2007

52

Big C Supercenter Public Co., Ltd. (Hangdong branch) 433/4-5 Moo 7, Mae Hia sub-district, Mueang Chiang Mai district, Chiang Mai 50000

21 Nov 2007

53

Big C Supercenter Public Co., Ltd. (Ayutthaya branch) 80 Moo 2, Ban Krot sub-district, Bang Pa-In district, Phra Nakhon Si Ayutthaya 13160

27 Feb 2008

54

Big C Supercenter Public Co., Ltd. (Ban Pong branch) 58 Moo 5, Nong Or sub-district, Ban Pong district, Ratchaburi 70110

10 May 2008

55

Big C Supercenter Public Co., Ltd. (Sukhothai branch) 68 Moo 2, Ban Kluai sub-district, Mueang Sukhothai district, Sukhothai 64000

10 May 2008

56

Big C Supercenter Public Co., Ltd. (Chaiyaphum branch) 99 Moo 1, Bangkhla sub-district, Mueang Chaiyaphum district, Chaiyaphum 36000

15 May 2008

Annual Report 2011


No. Name and Address of the Branches

Date of Opening

57

Big C Supercenter Public Co., Ltd. (Phetchabun branch) 939 Moo 2, Sadieng sub-district, Mueang Phetchabun district, Phetchabun 67000

5 Jun 2008

58

Big C Supercenter Public Co., Ltd. (Krabi branch) 349 Moo 11, Krabi Noi sub-district, Mueang Krabi district, Krabi 81000

27 Jun 2008

59

Big C Supercenter Public Co., Ltd. (Navanakhon branch) 98/196 Moo 13, Khlong Neung sub-district, Khlong Luang district, Pathum Thani 12120

2 Aug 2008

60

Big C Supercenter Public Co., Ltd. (Rangsit Khlong 6 branch) 158/17 Moo 4, Rangsit sub-district, Thanyaburi district, Pathum Thani 12110

4 Aug 2008

61

Big C Supercenter Public Co., Ltd. (Yasothon branch) 323 Moo 2, Samran sub-district, Mueang Yasothon district, Yasothon 35000

23 Sep 2008

62

Big C Supercenter Public Co., Ltd. (Sa Kaeo branch) 352 Suwannason Road, Sakaeo sub-district, Mueang Sa Kaeo district, Sa Kaeo 27000

8 Oct 2008

63

Big C Supercenter Public Co., Ltd. (Warin Chamrap branch) 322 Moo 8, Saensuk sub-district, Warin Chamrap district, Ubon Ratchathani 34190

30 Oct 2008

64

Big C Supercenter Public Co., Ltd. (Maha Sarakham branch) 238/1-3 Moo 11, Koeng sub-district, Mueang Maha Sarakham district, Maha Sarakham 44000

11 Nov 2008

65

Big C Supercenter Public Co., Ltd. (Si Sa Ket branch) 29/49 Moo 11, Yaplong sub-district, Mueang Si Sa Ket district, Si Sa Ket 33000

9 Apr 2009

66

Big C Supercenter Public Co., Ltd. (Mahachai branch) 79 Moo 8, Thasai sub-district, Mueang Samut Sakhon district, Samut Sakhon 74000

1 Apr 2010

67

Big C Supercenter Public Co., Ltd. (Saraburi branch) *Junior Saraburi* 57/5 Sudbanthad Road, Pakprieo sub-district, Mueang Saraburi district, Saraburi 18000

25 Jun 2010

68

Big C Supercenter Public Co., Ltd. (Phang Nga branch) *Junior Phang Nga* 297 Phetchakasem Road, Thai Chang sub-district, Mueang Phang Nga district, Phang Nga 82000

15 Oct 2010

69

Big C Supercenter Public Co., Ltd. (Amnat Charoen branch) 477 Moo 7, Bung sub-district, Mueang Amnat Charoen district, Amnat Charoen 37000

28 Oct 2010

70

Big C Supercenter Public Co., Ltd. (Laem Thong branch) 554 Sukhumvit Road, Noen Phra sub-district, Mueang Rayong district, Rayong 21000

17 Nov 2010

71

Big C Supercenter Public Co., Ltd. (Kamphaeng Phet branch) 613/1 Charoensuk Road, Nai Muang sub-district, Mueang Kamphaeng Phet district, Kamphaeng Phet 62000

3 Dec 2010

72

Big C Supercenter Public Co., Ltd. (Tak branch) 18/3 Phahonyothin Road, Rahaeng sub-district, Mueang Tak district, Tak 63000

16 Aug 2011

73

Big C Supercenter Public Co., Ltd. (Lom Sak branch) 70 Samakichai Road, Lom Sak sub-trict, Lom Sak district, Phetchabun 67110

16 Sep 2011

74

Big C Supercenter Public Co., Ltd. (Ban Bueng) 181 Ban Bueng-Klang Road, Ban Bueng sub-district, Ban Bueng district, Chon Buri 20170

20 Nov 2011

75

Big C Supercenter Public Co., Ltd. (Thep Kasatthi branch) 888 Moo 2, Ratsada sub-district, Mueang Phuket district, Phuket 83000

25 Nov 2011

76

Big C Supercenter Public Co., Ltd. (Chanthaburi branch) 1012 Tha Chalap Road, Talat sub-district, Mueang Chanthaburi district, Chanthaburi 22000

19 Dec 2011

Annual Report 2011

271


Big C branches operated by the Company’s subsidiaries No. Name and Address of the Branches

Date of Opening

1

Big C Fairy Co., Ltd. (Khon Kaen branch) 290/1 Moo 17, Nai Mueang sub-district, Mueang district, Khon Kaen 40000

11 Dec 1996

2

Phitsanulok Big C Co., Ltd. (Phitsanulok branch) 939 Phichai Songkhram Road, Nai Mueang sub-district, Mueang Phitsanulok district, Phitsanulok 65000

3 Apr 1997

Big C branches operated by Cencar Limited No. Name and Address of the Branches

272

Date of Opening

1

Cencar Limited (Bang Pa Kok branch) 278 Moo 1, Suksawat Road, Bang Pakok sub-district, Rat Burana district, Bangkok 10140

25 Nov 1995

2

Cencar Limited (Sukhapiban 3 branch) 1245 Ramkamhang Road, Hua Mark sub-district, Bangkapi district, Bangkok 10240

7 Mar 1996

3

Cencar Limited (Sri Nakarin branch) 425 Moo 5, Sri Nakarin Road, North Samrong sub-district, Mueang Samut Prakan district, Samut Prakan 10270

19 Sep 1996

4

Cencar Limited (Suwinthawong branch) 123 Moo 16, Suwinthawong Road, Minburi sub-district, Minburi district, Bangkok 10510

14 Feb 1997

5

Cencar Limited (Bang Yai branch) 9/9 Moo 11, Taling Chan-Suphan Buri Road, Bangrak Phattana sub-district, Bang Bua Thong district, Nonthaburi 11110

11 Jun 1997

6

Cencar Limited (Rangsit branch) 70/1 Moo 15, Phahonyothin Road, Ku Kot sub-district, Lam Luk Ka district, Pathum Thani 12130

26 Jun 1997

7

Cencar Limited (Chiang Mai branch) 94 Moo 4, Chiang Mai-Lampang Road, Nong Pa Klang sub-district, Mueang Chiang Mai District, Chiang Mai 50000

20 Nov 1997

8

Cencar Limited (Phetchakasem branch) 29/1 Moo 11, Phetchakasem Road, Nong Kang Plu sub-district, Nong Khaem district, Bangkok 10160

16 Jan 1998

9

Cencar Limited (Ram Intra branch) 59 Moo 4, Anusawari sub-district, Bang Khen district, Bangkok 10220

21 May 1999

10

Cencar Limited (Rattana Thibet branch) 68/777 Moo 8, Rattana Thibet Road, Bang Kla So sub-district, Mueang Nonthaburi district, Nonthaburi 11000

2 Feb 2000

11

Cencar Limited (Rama 4 branch) 2929 Rama 4 Road, Klong Tun sub-district, Klong Toei district, Bangkok 10110

6 Jul 2000

12

Cencar Limited (Ratchadaphisek branch) 125 Ratchadaphisek Road, Din Daeng sub-district, Din Daeng district, Bangkok 10400

30 Jun 2001

13

Cencar Limited (Bang Bon branch) 371 Ekachai Road, Bang Bon sub-district, Bang Bon district, Bangkok 10150

27 Jul 2001

14

Cencar Limited (Chang Wattana branch) 112 Moo 5, Chang Wattana Road, Pak Kret sub-district, Pak Kret district, Nonthaburi 11120

24 Sep 2001

15

Cencar Limited (On Nut branch) 114 Sukhumvit 77 Road, Prakanong Nua sub-district, Wattana district, Bangkok 10250

2 Apr 2002

Annual Report 2011


No. Name and Address of the Branches

Date of Opening

16

Cencar Limited (Samrong branch) 1293 Moo 4, Thepharak sub-district, Mueang Samut Prakan district, Samut Prakan 10270

18 Jul 2002

17

Cencar Limited (Lat Phrao branch) 669 Lat Phrao Road, Chom Phon sub-district, Chatuchak district, Bangkok 10900

8 Oct 2002

18

Cencar Limited (Pattaya branch) 333 Moo 9, Pattaya Klang Road, Nong Prue sub-district, Bang Lamung district, Chon Buri 20150

3 Dec 2002

19

Cencar Limited (Hat Yai branch) 677 Phetchakasem Road, Hat Yai sub-district, Hat Yai district, Songkhla 90110

15 Oct 2004

20

Cencar Limited (Chachoengsao branch) 28/73 Sri So Thon Tut Mai Road, Na Mueang sub-district, Mueang Chachoengsao district, Chachoengsao 24000

26 Aug 2005

21

Cencar Limited (Nakhon Si Thammarat branch) 1392 Sri Phra Road, Ta Wang sub-district, Mueang Nakhon Si Thammarat district, Nakhon Si Thammarat 80000

1 Oct 2005

22

Cencar Limited (Issarapap branch) 2 Issarapap Road, Wat Kallaya sub-district, Thon Buri district, Bangkok 10600

1 Dec 2005

23

Cencar Limited (Phuket branch) 201 Rat Uthit 200 Year Road, Patong sub-district, Kathu district, Phuket 83150

20 Dec 2006

24

Cencar Limited (Chon Buri branch) 15/17 Moo 3, Huai Kapi sub-district, Mueang Chon Buri district, Chon Buri 20000

27 Apr 2007

25

Cencar Limited (Rama 2 branch) 282/2 Rama 2 Road, Samae Dam sub-district, Bang Khun Tian district, Bangkok 10150

13 Dec 2007

26

Cencar Limited (Khlong 3 branch) 99 Moo 3, Khlong 3 sub-district, Khlong Luang district, Pathum Thani 12120

27 Dec 2007

27

Cencar Limited (Sukhaphibarn 1 branch) 13/40 Moo 9, Khlong Kum sub-district, Bung Kum district, Bangkok 10230

29 Feb 2008

28

Cencar Limited (Nong Chok branch) 34 Moo 1, Liap Waree Road, Kla Thum Rai sub-district, Nong Chok district, Bangkok 10530

29 Mar 2008

29

Cencar Limited (Suan Luang branch) 314-314/1-4 Chaloem Phra Kiet Rama 9 Road, Nong Bon sub-district, Prawet district, Bangkok 10250

30 May 2008

30

Cencar Limited (Hang Dong branch) 111 Moo 5, Hang Dong sub-district, Hang Dong district, Chiang Mai 50230

14 Dec 2008

31

Cencar Limited (Romklao branch) 42, 44 Romklao Road, Minburi sub-district, Minburi district, Bangkok 10510

28 Mar 2009

32

Cencar Limited (Udon Thani branch) 204 Moo 2, Na Di sub-district, Mueang Udon Thani district, Udon Thani 41000

31 Mar 2009

33

Cencar Limited (Central Chon Buri 3 branch) 55/92 Moo 1, Samet sub-district, Mueang Chon Buri district, Chon Buri 20000

9 Apr 2009

34

Cencar Limited (Pracha Uthit branch) 523-523/3 Pracha Uthit Road, Thung Kru sub-district, Thung Kru district, Bangkok 10140

12 Jun 2009

Annual Report 2011

273


No. Name and Address of the Branches

Date of Opening

35

Cencar Limited (Lop Buri branch) 319 Moo 2, Tasala sub-district, Mueang district, Lop Buri 15000

24 Sep 2009

36

Cencar Limited (Lam Luk Ka Khlong 4 branch) 3/83 Moo 7, Lat Sawai sub-district, Lam Luk Ka district, Pathum Thani 12150

8 Oct 2009

37

Cencar Limited (Bang Pho branch) 162/1-2, 168/10 Pracharat 2 Road, Bang Sue sub-district, Bang Sue district, Bangkok 10800

16 Sep 2009

38

Cencar Limited (MBC Prachachuen 12 branch) 332 Moo 6, Thung Song Hong sub-district, Lak See district, Bangkok 10210

10 Oct 2009

39

Cencar Limited (Chumphon branch) 195 Moo 3, Wang Pai sub-district, Mueang Chumphon district, Chumphon 86000

19 Dec 2009

40

Cencar Limited (Hathairat branch) 458, 458/1-2 Liap Khlong 2 Road, Bang Chan sub-district, Khlong Sam Wa district, Bangkok 10510

26 Mar 2010

41

Cencar Limited (Khe Ha Romklao branch) 8/1-3 Khe Ha Romklao Road, Khlong 2 Ton Nun sub-district, Lat Krabang district, Bangkok 10520

29 Apr 2010

42

Cencar Limited (Sai Mai branch) 89-89/3 Moo 3, Sai Mai sub-district, Sai Mai district, Bangkok 10220

17 Dec 2011

43

Cencar Limited (Sukhapiban 5 branch) 98, 98/1-3 Moo 4, Or-Nguen sub-district, Sai Mai district, Bangkok 10220

17 Dec 2011

Furthermore, there are the Mini Big C Stores that are managed by Big C Supercenter PLC No. Name and Address of the Branches

1

Big C Supercenter Public Co., Ltd. (LP Udom Suk branch) 91, 93 Udom Suk Road, Bangna sub-district, Bangna district, Bangkok 10260

14 Jul 2006

2

Big C Supercenter Public Co., Ltd. (LP Sena Nikhom branch) 2008/121 Phahonyothin Road, Lat Yao sub-district, Chatuchak district, Bangkok 10900

18 Jul 2007

3

Big C Supercenter Public Co., Ltd. (MBC Bo Thong branch) 457/1 Moo 1 Rattanarat Road, Bangbo sub-district, Bangbo district, Samut Prakan 10560

8 Apr 2008

4

Big C Supercenter Public Co., Ltd. (MBC Lat Phrao 130 branch) 29 Soi Lat Phrao 130 (Mahat Thai 2), Khlong Chan sub-district, Bangkapi district, Bangkok 10310

27 Jun 2008

5

Big C Supercenter Public Co., Ltd. (MBC Chinkhet branch) 31/19-20 Moo 6 Thung Song Hong sub-district, Lak Si district, Bangkok 10210

29 Jul 2008

6

Big C Supercenter Public Co., Ltd. (MBC Udom Suk 51 branch) 27, 29 Soi Udom Suk 51, Bangchak sub-district, Phrakhanong district, Bangkok 10260

30 Oct 2008

7

Big C Supercenter Public Co., Ltd. (MBC Nawanakhon branch) 80/15-16 Moo 19 Khlong 1 sub-district, Khlong Luang district, Pathum Thani 12120

14 Nov 2008

8

Big C Supercenter Public Co., Ltd. (MBC Chalam Nimit branch) 1/1 Chalam Nimit Road, Bangkhlo sub-district, Bangkho Laem district, Bangkok 10120

11 Aug 2010

9

Big C Supercenter Public Co., Ltd. (MBC Bang Phli branch) 4/575-577 Moo 16 Bang Sao Thong sub-district, Bang Sao Thong district, Samut Prakan 10540

31 Jul 2010

Big C Supercenter Public Co., Ltd. (MBC Phatanakan 20 branch) 79/1 Soi Phatanakan 20, Phatanakan Road, Suan Luang sub-district, Suan Luang district, Bangkok 10250

5 Oct 2010

10

274

Date of Opening

Annual Report 2011


No. Name and Address of the Branches

Date of Opening

11

Big C Supercenter Public Co., Ltd. (MBC Phra Pin 3 branch) 66/13-15 Moo 15 Bang Mae nang sub-district, Bang yai district, Nonthaburi 11140

15 Oct 2010

12

Big C Supercenter Public Co., Ltd. (MBC La Salles 24 branch) 492, 492/1-2 La Salles Road, Bangna sub-district, Bangna district, Bangkok 10260

26 Nov 2010

13

Big C Supercenter Public Co., Ltd. (MBC Tha It branch) 100/8-10 Moo 3 Sai Ma sub-district, Mueang Nonthaburi district, Nonthaburi 11000

30 Dec 2010

14

Big C Supercenter Public Co., Ltd. (MBC Rangsit Khlong 2 branch) 555/1 Rangsit-Nakhon Nayok Road, Prachathipat sub-district, Thanyaburi district, Pathum Thani 12130

10 Jan 2011

15

Big C Supercenter Public Co., Ltd. (MBC Muban Sahakon branch) 1807-9 Moo 4 Khlong Kum sub-district, Beung Kum district, Bangkok 10240

27 Jan 2011

16

Big C Supercenter Public Co., Ltd. (MBC Salaya branch) 88/2 Moo 4 Salaya sub-district, Phutthamonthon district, Nakhon Pathom 73170

1 Feb 2011

17

Big C Supercenter Public Co., Ltd. (MBC Don Wai branch) 89/21 Moo 5 Bang Krateuk sub-district, Samphran district, Nakhon Pathom 73110

17 Feb 2011

18

Big C Supercenter Public Co., Ltd. (MBC Talat Krungthon branch) 110/1 Ratchawithi Road, Bang Yikhan sub-district, Bang Phlat district, Bangkok 10700

4 Mar 2011

19

Big C Supercenter Public Co., Ltd. (MBC Thip Phiman branch) 55/176-178 Moo 3 Phimonrat sub-district, Bang Bua Thong district, Nonthaburi 11110

18 Mar 2011

20

Big C Supercenter Public Co., Ltd. (MBC Chaloem Phra Kiet branch) 44 Soi Chaloem Phra Kiet Ro 9 Soi 22, Nong Bon sub-district, Prawet district, Bangkok 10250

27 Apr 2011

21

Big C Supercenter Public Co., Ltd. (MBC Muban Bua Thong branch) 113/17-18 Moo 10 Bang Rak Phatana sub-district, Bang Bua Thong district, Nonthaburi 11110

22

Big C Supercenter Public Co., Ltd. (MBC Pracha Cheun 12 branch) 332 Moo6 Thung Song Hong sub-district, Lak Si district, Bangkok 10210

23

Big C Supercenter Public Co., Ltd. (MBC Seri Thai 41 branch) 48/863 Moo 4 Khlong Kum sub-district, Beung Kum district, Bangkok 10240

24

Big C Supercenter Public Co., Ltd. (MBC Wat Nam Daeng branch) 18/158-160 Moo 2 Bang Kaeo sub-district, Bang Phli district, Samut Prakan 10540

25

14 May 2011

25 May 2011

13 Jun 2011

29 Jun 2011

Big C Supercenter Public Co., Ltd. (MBC Eua Athon Wat Ku branch) 219/38 Moo 3 Bang Phut sub-district, Pak Kret, Nonthaburi 11120

22 Jul 2011

26

Big C Supercenter Public Co., Ltd. (MBC Phraya Suren 38 branch) 42/2-4 Soi Phraya Suren 38, Sam Wa Tawan Tok sub-district, Khlong Sam Wa district, Bangkok 10510

27 Jul 2011

27

Big C Supercenter Public Co., Ltd. (MBC Wong Waen Center branch) 1/12 1st Floor, Soi Kanchanaphisek 005, Lak Song sub-district, Bang Khae, Bangkok 10160

29 Jul 2011

28

Big C Supercenter Public Co., Ltd. (MBC Nimit Mai branch) 57/5, 57/7, 57/9 Moo 1 Soi Nimit Mai 9, Sai Kong Din sub-district, Khlong Sam Wa District, Bangkok 10510

11 Aug 2011

29

Big C Supercenter Public Co., Ltd. (MBC Mueang Thong Thani branch) 101, 101/1 Pop Pula Road, Ban Mai sub-district, Pak Kret district, Nonthaburi 11120

12 Aug 2011

30

Big C Supercenter Public Co., Ltd. (MBC Sukhaphiban 2 branch) 69/8 Sukhaphiban 2 Road, Prawet sub-district, Prawet district, Bangkok 10250

25 Aug 2011

Annual Report 2011

275


No. Name and Address of the Branches

276

Date of Opening

31

Big C Supercenter Public Co., Ltd. (MBC Soi Nong Yai branch) 1311/1 Soi Kanchanaphisek 008, Bang Khae sub-district, Bang Khae district, Bangkok 10160

27 Aug 2011

32

Big C Supercenter Public Co., Ltd. (MBC Talat Suchat branch) 109/1-4 Moo 1, Lam Phat Kut sub-district, Thanyaburi district, Pathum Thani 12110

29 Aug 2011

33

Big C Supercenter Public Co., Ltd. (MBC Soi Pier Nont branch) 98/1-3 Moo 3 Khu Khot sub-district, Lam Luk ka district, Pathum Thani 12130

30 Aug 2011

34

Big C Supercenter Public Co., Ltd. (MBC Rattanakosin branch) 1, 3 Soi Rangsit-Pathum Thani 12, Prachathipat sub-district, Thanyaburi district, Pathum Thani 12130

31 Aug 2011

35

Big C Supercenter Public Co., Ltd. (MBC Phraek Sa branch) 157/2-4 Moo 5, Phraek Sa sub-district, Mueang Samut Prakan district, Samut Prakan 10280

10 Sep 2011

36

Big C Supercenter Public Co., Ltd. (MBC Luang Phaeng 5 branch) 199/2 Luang Phaeng Road, Tub Yao sub-district, Lat Krabang, Bangkok 10520

17 Sep 2011

37

Big C Supercenter Public Co., Ltd. (MBC Luang Phaeng 1 branch) 545/12-16 Luang Phaeng Road, Tub Yao sub-district, Lat Krabang, Bangkok 10520

25 Sep 2011

38

Big C Supercenter Public Co., Ltd. (MBC Muban Phreuksa 3 branch) 50/824-825, 50/784 Moo 5, Bang Khu Rat sub-district, Bang Bua Thong district, Nonthaburi 11110

28 Sep 2011

39

Big C Supercenter Public Co., Ltd. (MBC Talat Bang Khun branch) 91/48-50 Moo 8, Khlong 1 sub-district, Khlong Luang district, Pathum Thani 12120

29 Sep 2011

40

Big C Supercenter Public Co., Ltd. (MBC Phet Ari branch) 890 Moo 2, Phraek Sa Mai sub-district, Mueang Samut Prakan district, Samut Prakan 10280

29 Sep 2011

41

Big C Supercenter Public Co., Ltd. (MBC Soi Phun Charoen branch) 41/50-41/53, Bang Chalong sub-district, Bang Phli district, Samut Prakan10540

30 Sep 2011

42

Big C Supercenter Public Co., Ltd. (MBC Soi Khun Phra branch) 29/138 Moo6, Khlong 1 sub-district, Khlong Luang district, Pathum Thani 12120

30 Sep 2011

43

Big C Supercenter Public Co., Ltd. (MBC Talat Or Ngoen branch) 111 Moo 3, O-ngoen sub-district, Sai Mai district, Bangkok 10220

6 Oct 2011

44

Big C Supercenter Public Co., Ltd. (MBC Phetchakasem 81 branch) 150/1 Ma Charoen Road, Nong Khaem sub-district, Nong Khaem district, Bangkok 10160

6 Oct 2011

45

Big C Supercenter Public Co., Ltd. (MBC Soi Pheung Mi 17 branch) 415 Soi Sukhumvit 93, Bangchak sub-district, Phrakhanong district, Bangkok 10260

2 Dec 2011

46

Big C Supercenter Public Co., Ltd. (MBC Soi Bearing 34 branch) 5555 Moo 10, North Samrong sub-district, Mueang Samut Prakan district, Samut Prakan 10270

2 Dec 2011

47

Big C Supercenter Public Co., Ltd. (MBC Soi Sri Samit branch) 2416/59-61 Moo 7, Thepharak sub-district, Mueang Samut Prakan district, Samut Prakan 10270

2 Dec 2011

48

Big C Supercenter Public Co., Ltd. (MBC On Nut 17 branch) 231 Soi On Nut 17, Suan Luang sub-district, Suan Luang District, Bangkok 10250

2 Dec 2011

49

Big C Supercenter Public Co., Ltd. (MBC Aua Arethon Lat Krabang) 396/2 Pracha Phatana Road, Thap Yao sub-district, Lat Krabang district, Bangkok 10520

2 Dec 2011

50

Big C Supercenter Public Co., Ltd. (MBC Khlong Phayom branch) 108, 147/11 Moo 5, Phayom sub-district, Wang Noi district, Phra Nakhon Si Ayutthaya 13170

9 Dec 2011

51

Big C Supercenter Public Co., Ltd. (MBC Rat Phatana branch) 128/1 Rat Phatana Road, Saphan Sung sub-district, Saphan Sung district, Bangkok 10240

12 Dec 2011

Annual Report 2011


ขอตอนรับสู

“ใหญขึ้น

และใหคุณไดมากกวา” • เครือขายสาขาในทุกรูปแบบ รานคากวา 221 สาขา และ

ศูนยการคา 115 แหง

ทั่วประเทศในป 2554 • พนักงานกวา 23,000 คน ที่มุงมั่นและพรอมจะนำ ความประหยัดคุมคา และความพึงพอใจ สูงสุดมอบแดลูกคาทุกคน • สนับสนุนการศึกษาของ นักเรียนไทยแลวกวา 200 ลานบาท เพ.ออนาคต ที่สดใสของเยาวชนไทยทุกคน

วิสัยทัศนของบิ๊กซี “มุงสูการเปนผูคาปลีกสมัยใหมอันดับ 1 ของประเทศไทย โดยใหความสำคัญสูงสุดแกลูกคาของเรา”

ภารกิจของบิ๊กซี “ลูกคาและพนักงานทุกคน คือสมาชิกของครอบครัวบิ๊กซี” บริษัท บิ๊กซี ซูเปอรเซ็นเตอร จำกัด (มหาชน) (ชื่อยอในการซื้อขายหลักทรัพยฯ: BIGC) กอตั้งขึ้นเมื่อ ป 2536 เปนผูดำเนินธุรกิจคาปลีกสมัยใหมชั้นนำของไทย ภายใตสโลแกน “เราใหคุณมากกวาคำวาถูก” บิ๊กซี มุงมั่นและภูมิใจที่ไดสรางความประหยัดค���มคาและ ความพึงพอใจสูงสุดแกผูบริโภคทุกกลุมทั่วประเทศ ผานการผสมผสานอยางสมบูรณแบบของรานคา หลากหลายรูปแบบราคาถูกและประหยัด สินคาคุณภาพที่หลากหลายครบครัน บริการที่ดีเยี่ยม และบรรยากาศการจับจายที่สนุกสนานและเปนกันเอง

นายทะเบียนหลักทรัพย

บริษัท ศูนยรับฝากหลักทรัพย (ประเทศไทย) จำกัด อาคารตลาดหลักทรัพยแหงประเทศไทย เลขที่ 62 ถนนรัชดาภิเษก แขวงคลองเตย เขตคลองเตย กรุงเทพฯ 10110 โทรศัพท 02-229-2800, 02-229-2888 โทรสาร 02-654-5427

ผูสอบบัญชี

บริษัท สำนักงาน เอินสท แอนด ยัง จำกัด อาคารเลครัชดา ชั้น 33 เลขที่ 193/136-137 ถนนรัชดาภิเษก แขวงคลองเตย เขตคลองเตย กรุงเทพฯ 10110 โทรศัพท 02-264-0777 โทรสาร 02-661-9190

ที่ปรึกษากฎหมาย

บริษัท ลิ้งคเลเทอรส (ประเทศไทย) จำกัด ชั้น 20 แคปปตอล ทาวเวอร ออลซีซั่นส เพลส เลขที่ 87/1 ถนนวิทยุ แขวงลุมพินี เขตปทุมวัน กรุงเทพฯ 10330 โทรศัพท 02-305-8000, 02-654-3130 โทรสาร 02-305-8010, 02-654-3131

ศูนยกลางการใหขอ มูลกับผูถ อื หุน / นักลงทุน/นักวิเคราะห

คุณรำภา คำหอมรื่น ตำแหนงรองประธานฝายบัญชีและการเงิน หรือ คุณรามี่ บีไรแนน (Khun Rami Piirainen) ตำแหนงผูอำนวยการฝายนักลงทุนสัมพันธ โทรศัพท 02-655-0666 ตอ 7444 หรือ E-Mail Address: kurumpa@bigc.co.th , pirami@bigc.co.th

Security Registrar Securities Depository (Thailand) Co., Ltd. The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Khlong Toei sub-district Khlong Toei district, Bangkok 10110 Tel.: 02-229-2800, 02-229-2888; Fax: 02-654-5427

Auditor Ernst & Young Office Ltd. 33rd Floor, Lake Ratchada Building 193/136-137 Ratchadaphisek Road, Khlong Toei sub-district Khlong Toei district, Bangkok 10110 Tel.: 02-264-0777; Fax: 02-661-9190

Legal Advisor Linklaters (Thailand) Ltd. 20th Floor, Capital Tower, 87/1 All Seasons Place Wireless Road, Lumpini sub-district Pathumwan district, Bangkok 10330 Tel.: 02-305-8000, 02-654-3130; Fax: 02-305-8010, 02-654-3131

Information Centre for Shareholders/ Investors/Analysts Ms. Rumpa Kumhomreun Vice President, Accounting & Finance Department Mr. Rami Piirainen Director, Investor Relations Department Tel.: 02-655-0666 Ext. 7444 or E-Mail Address: kurumpa@bigc.co.th, pirami@bigc.co.th

ในป 2554 บิ๊กซีเติบโตอยางกาวกระโดด ทั้งจากการพัฒนาภายในของบริษัทฯ และการควบรวม กิจการคาปลีกของผูดำเนินธุรกิจคาปลีกอีกรายหนึ่ง ในปจจุบัน บริษัทฯ มีพนักงานกวา 23,000 คน ทั่วประเทศ และดวยกลยุทธการขยายกิจการทุกรูปแบบและการพัฒนาพื้นที่คาปลีกควบคูกับพื้นที่เชา ในป 2554 บิ๊กซีมีเครือขายสาขาที่เปดใหบริการจำนวนทั้งสิ้น 221 สาขา ประกอบดวย บิ๊กซี ซูเปอรเซ็นเตอร 108 สาขา บิ๊กซี มารเก็ต 12 สาขา มินิบิ๊กซี 51 สาขา และรานขายยาเพรียว 50 สาขา อีกทั้งศูนยการคา 115 แหงทั่วประเทศ

เปาหมายสูงสุดของบิ๊กซี คือการเปนองคกรธุรกิจที่มีความรับผิดชอบตอสังคม และดำเนินการเพื่อพัฒนาคุณภาพชีวิตของผูบริโภคทุกคน รวมทั้งสรางความพึงพอใจสูงสุดใหกับลูกคา พนักงาน และผูถือหุนบิ๊กซี

ศูนยกลางการใหขอมูลผานส9อโทรทัศน ส9อโฆษณา และสิ่งพิมพตางๆ คุณรีจิส ฟลิป พรีซอง ตำแหนงรองประธานฝายการตลาดและการสื่อสาร หรือ คุณกุฏาธาร นาควิโรจน ตำแหนง ผูอำนวยการฝายองคกรสัมพันธ หมายเลขโทรศัพท 02-655-0666 ตอ 7192 หรือ E-Mail Address: nakudatara@bigc.co.th

Information Centre for the Media Mr. Regis, Philippe PRIGENT Vice President, Marketing and Communications Mr. Kudatara Nagaviroj Director, Corporate Affairs Tel.: 02-655-0666 Ext. 7192 or E-Mail Address: nakudatara@bigc.co.th

ในการมุงหนาไปสูเปาหมายสูงสุดของเรา บิ๊กซี ซูเปอรเซ็นเตอร ใหความสำคัญสูงสุดตอการยึดถือและปฏิบัติ ตามคุณคาประจำบริษัทฯ 4 ประการ คือ 1. เราจะเปนผูนำดานราคาถูก ที่มอบการบริการที่ดีเยี่ยมและความคุมคาสูงสุดแกลูกคาเสมอ 2. เราจะอยูเคียงขางผูบริโภคและจะชวยเหลือสนับสนุนทุกชุมชนอยางเต็มความสามารถเสมอ 3. เราจะเปนองคกรธุรกิจที่สรางสรรคและรับผิดชอบตอสังคมที่นำการพัฒนาที่ยั่งยืนมาสูทุกชุมชนทั่วประเทศ 4. พนักงานของบิ๊กซีทุกคนเปนครอบครัวของเรา และเราจะสนับสนุนใหทุกคนพัฒนาเพื่อกาวไปขางหนา สูอนาคตอยางมั่นคงไปกับเราเสมอ

Big C: www.bigc.co.th Casino: www.groupe-casino.com Central Group: www.centralcompany.com


รายงานประจำป 2554 Annual Report 2011


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