Establishment of CP Group Corporate Governance Committee September 15, 2016
In April this year, I committed to updating you periodically on progress in our programme of corporate governance reform. As I said at the time, a central component of this initiative would be our CP Group Corporate Governance Committee ("the Committee").
In addition to the Executive Directors of CP Group and the Independent Non-executive Directors of CP Group Main Listed Entities whose names we released in June, we have now additionally appointed six highly respected and independent governance experts to the Governance Committee. I am confident that this is the right group to help the CP Group of Companies to effect substantial and measurable corporate governance reform.
The new members of the Committee are: External Independent Members:
Mr. Andrew Ma,
- Mr. Paron Israsena Na Ayudhaya, previously CEO of Siam Cement, where he was the head of the team developing the firm's philosophy, ethics and good corporate governance, and currently serving as an Independent Director and Chairman of the Board at Thaicom
- Professor Hiran Radeesri, currently serving as Expert on Corporate Governance and Social Responsibility at the Stock Exchange of Thailand, and Honorary Chairman of the Thai Institute of Directors; previously Chairman of the Audit Committee of the Stock Exchange of Thailand
- Dr. Kittipong Kittayarak, Executive Director at the Thai Institute of Justice and previously Permanent Secretary at the Ministry of Justice; currently an Independent Director and Chairman of the Audit Committee of PTT plc, as well as Independent Director, Chairman of the Audit Committee and Member of the Compliance Committee of Krung Thai Bank plc
- Mr. David Gordon Eldon, former Chairman of HSBC Asia Pacific, with over 35 years of experience at the bank in Asia and the Middle East, currently serving as non-executive Chairman of HSBC Middle East and Chairman of HSBC Bank Oman S.A.O.G.
- Ms. Kath Cates, who joins us after a 25-year career in international finance services, most recently as COO of Wholesale Banking at Standard Chartered. Kath is currently a non-Executive Director on number of Boards with RSA Insurance Group, Brewin Dolphin and Columbia Threadneedle
- Mr. George Hongchoy, CEO of the Link Asset Management, Council Member of the Hong Kong Institute of Directors and Chairman of the Supervisory Committee of the Tracker Fund of Hong Kong.
Independent Director, C.P. Pokphand, is also joining the Committee as our fourth Independent Non-executive Director of CP Group Main Listed Entities. All four are Chairmen of CP Group Main Listed Entities Corporate Governance Committees.
The full list of our Committee members is enclosed and their biographies are available on the CP Group global website at www.cpgroupglobal.com/en
Following our first Committee meeting, which we held in Bangkok earlier this week, the Committee will continue to meet four times a year. It will give us advice and help us oversee CP Group's corporate governance review, guide implementation of changes at Group level and advise on change at listed company level. They will also guide our development of a training and culture change programme for directors, senior management and our full corporate workforce; as well as the implementation of clear policy guidelines and practical guidance.
Since the start, our objective has been clear: we will achieve meaningful change in corporate governance mindset and behaviour at all levels and throughout the CP Group of Companies. I personally am committed to driving our reform, and I feel very grateful to be joined on our journey by so many accomplished leaders.
We look forward to continuing to update you on our progress. Thank you for your continued trust and support. Dhanin Chearavanont
Chairman of Charoen Pokphand Group of Companies
APPENDIX: CP Group Corporate Governance Committee Committee Overview
Chairman of the Committee Mr. Dhanin Chearavanont
(Chairman & CEO CP Group)
- Mr. Dhanin Chearavanont is Chairman and CEO of the CP Group. The CP Group's businesses comprise, among others, food and agribusiness, retail and distribution and telecommunications.
- With Mr. Dhanin at the helm, the CP Group has become a leading Asian business conglomerate and one of Thailand's prominent international brands. He also forged CP Group's integrated food and supply chain business model, from primary production to processing to retail distribution. This model has been successfully applied to the Group's farm and food production investments currently in fourteen countries around Asia and Europe. His passion for innovation and technology too has been instrumental to the CP Group's global expansion.
- Under Mr. Dhanin's stewardship, the CP Group seeks to promote business by creating prosperity on three levels: in the country where it operates, in the community in which it engages, and within the corporate entity and among its stakeholders. He calls this the Three Benefits Principle, which guides the CP Group's growth.
- Mr. Dhanin is married to Khunying Tewee Chearavanont. They have five children.
CP Executive Directors Mr. Adirek Sripratak
(Vice Chairman C.P.Group, President & CEO CPF)
- Mr. Adirek Sripratak is Vice Chairman at CP Group.
- Mr. Sripratak has been President and CEO of Charoen Pokphand Foods Public Company Limited ("CPF") since 2003. He is a member of CPF Corporate Social Responsibility and Sustainable Development Committee, as well as a Director of several subsidiaries of CPF.
- Mr. Sripratak is also a director of CP ALL Public Company Limited and Siam Makro Public Company Limited.
- He has over 40 years' experience in the agri-business and food industry. His experience is widely recognised and has led to his appointment to a number of public offices and positions. His public service experience includes serving as a Senator of the National Assembly of Thailand, the Honorary Chairman of the Thai Broiler Processing Exporters Association and an Honorary Director of Chiang Mai University Council.
- He received Honorary Doctorates from a number of universities in Thailand including Maejo University, Mae Fah Luang University, Rajamangala University of Technology Suvarnabhumi, Chiang Mai University, Rajamangala University of Technology Isan, UbonRatchathani University and Kasetsart University.
CP Executive Directors Dr.Ajva Taulananda
(Vice Chairman CP Group)
- Dr.Ajva Taulananda has been Vice Chairman of CP Group since 1992.
- He is Vice Chairman of the Board of True Corporation Public Company Limited, Chairman of the Finance Committee and Member of the Corporate Governance Committee of True Corporation Public Company Limited. He was Director and President of True Corporation Public Company Limited from 1993 to 1999.
- He is Director of Subsidiaries of True Corporation Public Company Limited, Chairman of the Board of Trustee of Thailand Management Association Director and the office of the National Economic and Social Development Board.
- He served as Chairman of the Thai Chamber of Commerce and Board of Trade of Thailand from 2001 - 2004 and Deputy Minister of Ministry of Agriculture and Cooperatives from 1991 - 1992.
- He was awarded a Master Degree of Industrial Engineering and Doctorate of Industrial Engineering and System at Illinois Institute of Technology, USA. He obtained his bachelor degree in Industrial Engineering at Chulalongkorn University and he received Honorary Doctorates from a number of universities in Thailand including The University of Thai Chamber of Commerce, Ramkhamhaeng University, and Chulalongkorn Univeristy.
CP Executive Directors Mr. Soopakij Chearavanont
(Executive Vice Chairman CP Group, Vice Chairman & Executive Director C.P. Pokphand)
- Mr. Soopakij Chearavanont is Executive Vice Chairman of CP Group.
- He has been an Executive Director of C.P. Pokphand since 2005 and Vice Chairman since February 2010.
- He is Chairman of C.P. Lotus Corporation and has been an Executive Director since 2000. He has been a member of the Remuneration Committee and Chairman of the Nomination Committee of C.P. Lotus since 2012.
- He is currently Director and member of the Compensation and Nomination Committee of True Corporation Public Company Limited, and Director of CP ALL Public Company Limited and Siam Makro Public Company Limited.
- He is also Non-executive director of Ping An Insurance (Group) Company of China Limited.
- He obtained a Bachelor of Science degree in the College of Business and Public Administration of New York University in the USA and has extensive multinational investment and management experience in various industries.
CP Executive Directors Mr. Suphachai Chearavanont
(Vice Chairman CP Group, President & CEO True)
- Mr. Suphachai Cheavaranont has been Vice Chairman of CP Group since 2015.
- He is also Director, President and Chief Executive Officer of True Corporation Public Company Limited and has been Chief Executive Officer of True Move Company Limited since 2002. He is currently the Director and Chief Executive Officer of True Visions Group Company Limited.
- Mr. Suphachai Chearavanont has been an Executive Director of C.P.Pokphand since 2008.
- He has been Executive Director of CP Lotus since 2000 and Director of Siam Makro Public Company Limited since 2013.
- He is currently Chairman of the Steering Committee of the UN Global Compact Local Network in Thailand; President of the Telecommunications Association of Thailand Under Royal Patronage; Director and Advisor at the Master of Science Program and Doctor of Philosophy Program in Technopreneurship and Innovation Management, Chulalongkorn University; Advisor to Executive Chairman of Rajaprajanugroh Foundation; Director of Ramathibodi Foundation; and Board member of Trustees, Bangkok University.
- Mr. Suphachai Chearavanont was awarded the 2015 Frost & Sullivan Asia Pacific Telecom CEO of the Year at The Asia Pacific ICT Awards.
- He is also the Chairman of the Sub-committee for Fund Raising Thai Red Cross Eye Bank and a Member of Management Committee on Nation-wide Strategic Approach Eye Provisioning.
- He obtained a Bachelor of Science degree in Business Administration in financial management from Boston University (USA).
CP Executive Directors Mr. Tanin Buranamanit
(CEO CP ALL)
- Mr. Tanin Buranamanit is Chief Executive Officer of Marketing & Distribution at CP Group.
- He is Director, Managing Director, Chief Executive Officer and member of Executive Committee at CP All Public Co. Ltd.
- His previous experience includes being Executive Vice President of Marketing, Operation and Human Resource at C.P. ALL Public Co. Ltd (2012), Executive Vice President of Marketing and Operation (2007), Vice President of Marketing and Assistant Vice President of Marketing at C.P. Seven Eleven Public Co. Ltd (1999). He was also Assistant Vice President of Sunny Supermarket Co. Ltd in 1998.
- He holds a Bachelor Degree in Marketing at Thammasat Univeristy.
CP Executive Directors Mr. Umroong Sanphasitvong
(Deputy Group CFO CP Group)
- Mr. Umroong Sanphasitvong is Deputy Group CFO at CP Group.
- He has been a Director of True Corporation Public Company Limited since 2001.
- He is currently a Director and Member of Executive Committee of CP All Public Co. Ltd and he has been Executive Director of C.P. Lotus Corporation since 2005.
- He is currently an Executive Director and Director of Siam Makro Public Company Limited.
- He is also a Member of the Finance Committee and Member of the Compensation and Nominating Committee of True Corporation Public Company Limited.
- He obtained a Bachelor of Accounting and a Master Degree of Accounting at Thammasat University in Thailand.
CP Group Independent Non-executive Directors Dr.Chaiyawat Wibulswasdi
(INED CPF & Siam Makro)
- Dr.Chaiyawat Wibulswasdi serves as Director, Member of the Audit Committee, Chairman of the Corporate Social Responsibility and Sustainable Development Committee and a member of the Corporate Governance Committee at C.P. Foods. He is also Independent Director and Member of the Audit Committee, Siam Makro.
- He is Chairman of Thailand Futures Exchange, Advisor to Deputy Prime Minister on Economy, Board of Director at College of Management Mahidol University, Honorary Advisor at Fiscal Policy Research Institute and member of the PUEY Ungphakorn Institute for Economic Research.
- He is also the Independent Director and Member of the Audit Committee at Siam Makro Public Company Limited.
- He is also Chairman of the Chairman of The Stock Exchange of Thailand and an Economic Advisor to Deputy Prime Minister.
- His past experience includes Chairman, Executive Board at Corporate Social Responsibility Institute (CSRI); Chairman of the Board of Executive Directors at KrungThai Bank; Vice Chairman of Securities and Exchange Commission, Thailand; Advisor to Deputy Prime Minister and Minister of Finance; Governor at Bank of Thailand and Deputy Finance Minister and Acting Finance Minister.
- He obtained his Bachelor Degree in Economics at Williams College in USA and Ph.D. at Massachusetts Institute of Technology in USA.
CP Group Independent Non-executive Directors Dr.Kosol Petchsuwan
- Dr.Kosol Petchsuwan has been an Independent Director, Chairman of the Corporate Governance Committee and Member of the Audit Committee at True Corporation Public Company.
- He is also a Member of the National Legislative Assembly (2014 to present) and Independent Director and Chairman of the Audit Committee for Industrial and Commercial Bank of China (Thai) Public Company Limited (2004 to present).
- His past experience includes being the Director at Mahidol Wittayanusorn School (Public Organisation); President of The Telecommunications Association of Thailand under Royal Patronage; Chairman of the Aeronautical Radio of Thailand Limited and Rector at King Mongkut's Institute of Technology Ladkrabang.
- He received a Bachelor of Engineering and Doctor of Philosophy (Engineering) at Imperial College London.
CP Group Independent Non-executive Directors Mr. Ma Chiu Cheung, Andrew
(INED, C.P. Pokphand)
- Mr. Andrew Ma has been an Independent Non-executive Director and Chairman of the Audit Committee of C.P. Pokphand since 2005. He has been a member of the Remuneration Committee of the Company since 2006. Mr. Ma was also appointed Chairman of the Remuneration Committee and a member of the Nomination Committee of the Company on 1 April 2012.
- Mr. Ma is a founder and former director of AMA CPA Limited (formerly known as Andrew Ma DFK (CPA) Limited) and is presently a director of Mayee Management Limited.
- With more than 30 years' experience in the fields of accounting, auditing and finance, Mr. Ma received his bachelor's degree in Economics from the London School of Economics and Political Science (University of London) in the United Kingdom. He is a fellow member of the Institute of Chartered Accountants in England & Wales (ICAEW), the Hong Kong Institute of Certified Public Accountants (HKICPA), and The Hong Kong Institute of Directors and The Taxation Institute of Hong Kong.
- In addition to his directorship in C.P. Pokphand, Mr. Ma is also an Independent Non-Executive Director at a number of listed companies including Asia Financial Holdings Limited, China Resources Power Holdings Company Limited, Chong Hing Bank Limited and Asiaray Media Group Limited.
- Mr. Ma was previously an independent non-executive director of Asian Citrus Holdings Limited, Beijing Properties (Holdings) Limited and Tanrich Financial Holdings Limited.
CP Group Independent Non-executive Directors Professor Prasobsook Boondech
(INED, CP ALL & CP Lotus)
- Professor Prasobsook Boondech has been an Independent Non-Executive Director of C.P. Lotus since 2012. He was recently appointed as Independent Non-Executive Director and Chairman of the Corporate Governance Committee at CP ALL.
- He obtained a Bachelor of Laws degree from Thammasat University in Thailand.
- He was admitted as barrister-at-Law, Institute of Legal Education, Thai Bar Association, Thailand in 1967 and Barrister-at-Law, Lincoln's Inn, England in 1972.
- He has extensive experience in the legal field and is a lecturer on Family Law, faculty of Law, Chulalongkorn University and Institute of Legal Education, Thai Bar Association, Thailand.
- He was the President of the Senate of Thailand from 2008 to 2011.
External Independents Mr. Paron Israsena Na Ayudhaya
- Mr. Paron Israsena Na Ayudhaya spent 39 years at Siam Cement Group (SCG), including the last eight as CEO. He retired in 1992, serving on the Board of Directors until 2007. He was the head of team to develop SCG's philosophy, ethics and good corporate governance.
- He is the Chairman of the Board at Thaicom and an Independent Director since 1994. He was a Director of Shin Corp (now Intouch) from 1992 to 2002.
- Since 2012, he is Honorary Chairman of the Board, DT Group (Magnolia Quality Development). He is Honorary Chairman of the Board, Thonburi Automotive Assembly Plant since 2011. He is a Director at the National Science and Technology Development Board since 2004. He is a Director at NaiLert Park Hotel since 1997.
- He was Director, an Audit Committee Member and Chairman of Nomination and Compensation Committee, Padaeng Industry from 1994 to 2015, and was also a Director and Chairman of the Audit Committee at Sammakorn since 1994. He was a Member, National Reform Council; Chairman, Educational Reform and Personal Development Commission; Member and Chairman of Audit Committee, Thai Red Cross Society
- He is Chairman, the National Economic and Social Development Board; President, Darunsikkhalai School for Innovative Learning of King Mongkut's University of Technology Thonburi; Vice President, Thaicom Foundation; Honorary President, Thonburi Phanich Group; Board Member, National Competitiveness Development Committee; Chairman of Human Resource Development Subcommittee; Director, Council of Chiang Mai Rajabhat University; Chairman, Shinawatra University Council; Member of the Selection Committee, the Board of Directors of a State Enterprise, Ministry of Finance
- Other professional experience includes: Chairman, the Federation of Thai Industries; Senator and Member of National Legislative Assembly ; Chairman, Committee on Economics & Industry of the Senate; Director, Thailand Productivity Institute; Director, Office of the Education Council; Chairman, Office of the Basic Education Committee, Ministry of Education; Member of Chiang Mai University Council.
- He holds a Master of Science (Mechanical Engineering), MIT, (1954); B.Eng-EE (Hons) from Chulalongkorn University (1950); B.Eng-ME, Chulalongkorn University; SM-ME, MIT (1951); Honorary Degree, Doctor of Business Administration from Chulalongkorn University, Yonok College (1986), Honorary degree, Doctor of Science, Chiang Mai University in 1992; and Honorary degree, Doctor of Engineering, Suranaree University of Technology in 2002 and others.
External Independents Professor Hiran Radeesri
- Professor Hiran Radeesri serves as Expert on Corporate Governance and Social Responsibility, The Stock Exchange of Thailand.
- Mr. Radeesri is an Independent Director and Chairman of the Audit Committee at Thaicom, Navakit Insurance and of DusitThani, respectively.
- Prof. Radeesri serves as Chairman of the Tax Auditor Examination Committee in the Revenue Department. He is an Honorary Chairman of the Thai Institute of Directors (IOD). He is a Member of the Preparation of the List of Director in State Enterprises Committee at the Ministry of Finance. He is a qualified Director of the Federation of Accounting Professions and also academic member of Thammasat University council.
- He served as the Chairman of the Audit Committee of The Stock Exchange of Thailand and was a member of the Board of Directors.
- He served as Chairman of the Board of Directors of Mass Rapid Transit Authority Board. He was Governor of State Railways of Thailand. He served as Chairman of Price Waterhouse Ltd., etc.
- Mr. Radeesri holds an Honorary Doctorate in Accounting from Thammasat University, an MBA from Wharton Business School, University of Pennsylvania, and B.Com and Higher Diploma in Accounting from Thammasat University.
External Independents Dr.Kittipong Kittayarak
- Dr.Kittipong is Executive Director, Thailand Institute of Justice since 2015. He served as Advisor to the Prime Minister from 2014 to 2015. He was appointed Permanent Secretary, Ministry of Justice, in 2008, a post he held until 2014; and Deputy Permanent Secretary from 2003 to 2008.
- Since 2014, he serves as an Independent Director and Chairman of the Audit Committee of PTT pcl; and an Independent Director, Chairman of the Audit Committee and Member of the Compliance Committee of Krung Thai Bank pcl.
- He serves as Director of the Narcotics Control Board since 2015; an Honorary Director of Special Investigation Commission, Department of Special Investigations since 2014; Chairman, Board of Trustees, Bangkok University, since 2014; Member of the Executive Committee, Asia Crime Prevention Foundation since 2011; Member of the Board of Committee, Thai Bar Association since 2010; Member of Mahidol University Council since 2009.
- He was selected an outstanding alumnus of the Faculty of Law, Chulalongkorn University in 2008, a member in the Thailand Fulbright's Hall of Fame in 2010 and man of the Year by the Association for the Promotion of Women's Status Under the Royal Patronage in 2000.
- Dr.Kittipong Kittayarak received his first law degree from Chulalongkorn University, Thailand. He earned his LL.M. degree at Cornell Law School in 1983 and returned to Thailand, where he qualified for the Thai bar. He then obtained an L.L.M from Harvard Law School in 1988 and a J.S.D. from Stanford in 1990.
External Independents Mr. David Eldon
- Mr. David Eldon is a former Chairman of HSBC, Asia Pacific, and retired from the Group in 2005. He started working at HSBC Middle East in 1968 and after a number of positions in both the Middle East and Asia, became CEO of HSBC Malaysia in 1988; he rose to become Chief Executive Officer of HSBC Asia Pacific in 1996 and then its Chairman in 1999.
- He returned to banking in 2011, and holds the position of non-executive Chairman of HSBC Bank Middle East and was appointed Chairman of HSBC Bank Oman S.A.O.G. in 2013.
- Current positions include: Chairman of Octopus Cards Ltd., Vice Chairman of the Noble Group; Director of the DIFC Higher Board in Dubai and a number of other advisory roles in Hong Kong and elsewhere.
- Previous positions include: Senior Adviser to PricewaterhouseCoopers in Hong Kong & China (2005 - 14); non-executive Chairman of Hang Seng Bank, a director of HSBC Australia, director of MTR, director of Swire Pacific, Deputy Chairman of The Hong Kong Jockey Club, Chairman of the Hong Kong General Chamber of Commerce and Chairman of the Dubai International Financial Centre Authority; Member of the Presidential Committee for National Competitiveness of President of South Korea Lee Myung-bak.
- His awards and accolades include Hong Kong Business Person of the Year in 2003, the Gold Bauhinia Star from the Government of Hong Kong in 2004 and the Asian Banker Lifetime Achievement Award in 2005.
- He is a Commander of the British Empire, and was awarded Honorary Citizenship of Seoul in recognition of his work for the city.
External Independents Ms. Kath Cates
- Ms. Cates has over 25 years' experience in international financial services, most recently as the Singapore-based Chief Operating Officer of Wholesale Banking for Standard Chartered Bank until 2013. In this role she led the Risk, IT, Operations, Legal and Compliance, Human Resources, Strategy, Corporate Affairs, Brand and Marketing functions across 60 countries.
- Prior to that, Ms. Cates spent 22 years at UBS, most recently in the Zurich-based role of Global Head of Compliance. Previously she was based in Hong Kong where key roles included Regional Operating Officer (2004-09) and APAC General Counsel (2000 - 04).
- Ms. Cates is a non-Executive Director of RSA Insurance Group Plc, where she chairs the Board Risk Committee and is a member of the Group Audit Committee and the Remuneration Committee.
- She also acts as a Non-Executive Director of Brewin Dolphin, where she chairs the Board Risk Committee since 2015 and is a member of the Group Audit Committee.
- Ms. Cates was appointed on the Board of Threadneedle AM (effective 10 May 2016) and the Board of Threadneedle Investment Services Limited (effective 29 March 2016) as a Non-Executive Director.
- Ms. Cates earned a First Class Honours degree in Jurisprudence from Oxford University and qualified as a Solicitor in England & Wales before specialising in financial services.
External Independents Mr. George Hongchoy
- Mr. Hongchoy joined the Link Asset Management Limited as CFO in 2009 and appointed as CEO in 2010, a Member of the Nomination Committee and the Finance and Investment Committee. He is also director of The Link Holdings Limited, Link Properties Limited, The Link Finance Limited and other subsidiaries of Link REIT.
- He is Chairman of the Supervisory Committee of The Tracker Fund of Hong Kong, member of the Asia Executive Board of Wharton School and a Council Member of The Hong Kong Institute of Directors; Governor of Infrastructure and Urban Development community, World Economic Forum; Member of the Policy Research Committee of the Financial Services Development Council and a former member of the Advisory Committee on Human Resources Development in Financial Sector of The Government of the HKSAR.
- He was previously a director of Hong Kong Cyberport Management Company, a Council Member of Hong Kong Institute of Certified Public Accountants and Chairman of its Corporate Finance Committee in 2008, a director of Hong Kong Securities and Investment Institute in 2006-11, and a Professor of Practice (Real Estate) at The Hong Kong Polytechnic University.
- Mr. Hongchoy holds a BCom degree from the University of Canterbury and an MBA degree from Wharton. He is a Chartered Accountant, a Senior Fellow and a member of the Corporate Advisory Council of Hong Kong Securities and Investment Institute, a Fellow member of the Hong Kong Institute of Certified Public Accountants, the Chartered Accountants Australia and New Zealand, The Hong Kong Institute of Directors, the Royal Institution of Chartered Surveyors and Institute of Shopping Centre Management.
- Mr. Hongchoy was named Business Person of the Year by DHL/SCMP Hong Kong Business Awards in 2015. He received the Asian Corporate Director Award by Corporate Governance Asia in 2013-2015, Director of the Year Award under the category of Listed Companies - Executive Directors by The Hong Kong Institute of Directors and Outstanding Entrepreneurship Award by Enterprise Asia in 2011.