governance

CP Lotus is committed to maintaining the highest standards of corporate governance that properly protect and promote the interests of all shareholders at all times. The Board believes that good corporate governance practices are the cornerstones for a successful business; not an exercise in compliance.

  • The Board is accountable to the shareholders for the leadership and control of the Company and is collectively responsible for promoting the success of the Company and its businesses. The Board decides on corporate strategies and supervises the financial performance, management and organization on behalf of the shareholders.

    The Board delegates the authority and responsibility for implementing day-to-day operations, business strategies and management of the Group's businesses to certain executive directors and senior management and certain specific responsibilities to the Board committees.

    The Board comprises of 13 members, 8 are executive directors (including a Chairman, an Executive Chairman and three Vice Chairmen) and five are independent non-executive directors.

    There are a minimum of four Board meetings each year with additional meetings scheduled as circumstances required.
    • is an Executive Director and the Chairman of the Company and has been an Executive Director since 2000. He has been a member of the Remuneration Committee of the Company and the Chairman of the Nomination Committee of the Company since 1 April 2012. Mr. Chearavanont obtained a Bachelor of Science degree from the College of Business and Public Administration of New York University, USA and has extensive multinational investment and management experience in various industries. He is an executive director and the Vice Chairman of C.P. Pokphand Co. Ltd., a non-executive director and the Chairman of Chia Tai Enterprises International Limited (each s company listed on the Main Board of The Stock Exchange of Hong Kong Limited). He is also a non-executive director of Ping An Insurance (Group) Company of China, Ltd., (a company listed on the Main Board of The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange). Mr. Chearavanont is a director of True Corporation Public Company Limited and CP ALL Public Company Limited (each a company listed on The Stock Exchange of Thailand). He is also the Chairman of True Visions Public Company Limited and the Chairman of Charoen Pokphand Group Company Limited.
    • has been an Executive Director of the Company since September 2006. He was re-designated as the Vice Chairman of the Company with effect from 18 April 2008 and as the Senior Vice Chairman and the Chief Executive Officer of the Company with effect from 22 October 2013. He ceased to be the Senior Vice Chairman and the Chief Executive Officer and was re-designated as Executive Chairman of the Company with effect from 1 Decemeber 2015. Mr. Li obtained a Master degree in Business Administration from Huazhong Normal University, PRC and is a senior economist. He has extensive experience in retail business.
    • has been an Executive Director of the Company since 2001. He was re-designated as the Vice Chairman of the Company in September 2006. He obtained a Bachelor of Science degree in Business Administration from New York University, USA, a Certificate of Advance Management Program in Transforming Proven Leaders into Global Executives from Harvard Business School, Harvard University, USA and an Honorary Doctorate degree of Business Administration from Ramkamhaeng University, Thailand. Mr. Chearavanont has extensive experience in the retail and trading industries. He is a director of True Corporation Public Company Limited, CP ALL Public Company Limited and Siam Makro Public Company Limited (each a company listed on The Stock Exchange of Thailand).
    • has been an Executive Director of the Company since September 2006. He was re-designated as the Executive Vice Chairman of the Company from 1 May 2008 to 1 September 2010. Mr. Ross has been re-designated as the Vice Chairman of the Company with effect from 1 January 2012. He obtained a Master degree in Science from University of Salford, United Kingdom and a Bachelor degree in Hospitality Management from The Hong Kong Polytechnic University, Hong Kong. He completed an Executive Program at the Kennedy School of Government of Harvard University in USA in 2009. He has extensive experience in retail business. Since joining Lotus Supercenter in 1999, he had served major key positions in Business Development, Operations and Merchandising. During this period, Mr. Ross had also served as Regional President in Southern Region & Eastern Region of Lotus. Mr. Ross has been a member of the Chinese People’s Political Consultative Conference (CPPCC) Shanghai Pudong New Area Committee since June 2013.
    • has been an Executive Director of the Company since April 2000. He was re-designated as the Vice Chairman of the Company from 14 May 2007 to 1 September 2010. Mr. Yang was again re-designated as the Vice Chairman of the Company with effect from 1 January 2012. He has more than 20 years of extensive experience in international trading and investment in the PRC and has good contact with central, provincial and municipal governors. Mr. Yang is a non-executive director of Ping An Insurance (Group) Company of China, Ltd. (a company listed on the Main Board of The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange), CITIC Limited and Honma Golf Limited (each a company listed on the Main Board of The Stock Exchange of Hong Kong Limited), and Tianjin Binhai Teda Logistics (Group) Corporation Limited (a company listed on the GEM Board of The Stock Exchange of Hong Kong Limited).
    • has been an Executive Director of the Company since 2005. He obtained a Bachelor of Arts degree in Economics from Occidental College, California, USA and a Master degree in Business Administration from New York University, USA.     Mr. Jiaravanont has extensive experience in investment, finance, banking and strategic business development in Asia and USA. He is currently a non-executive director of C.P. Pokphand Co. Ltd., (a company listed on the Main Board of The Stock Exchange of Hong Kong Limited). He is also the Senior Executive Assistant to the Chairman-Finance of Charoen Pokphand Group Company Limited and a director of CPPC Public Company Limited.
    • has been an Executive Director of the Company since 2000. He obtained a Bachelor of Science degree in Business Administration from Boston University in USA, majoring in Financial Management. Mr. Chearavanont has extensive experience in the telecommunication and broadcasting industries. He is an executive director of C.P. Pokphand Co. Ltd., a company listed on the Main Board of The Stock Exchange of Hong Kong Limited, a director of True Corporation Public Company Limited (a company listed on The Stock Exchange of Thailand). Mr. Chearavanont is a director and the Chief Executive Officer of True Visions Public Company Limited and True Move Company Limited. He is also the Chief Executive Officer of Charoen Pokphand Group Company Limited.
    • has been an Executive Director of the Company since 2005. He was appointed as a member of the Remuneration Committee and the Corporate Governance Committee of the Company in December 2006 and August 2016, respectively. He obtained a Bachelor degree and a Master degree in Accounting from Thammasat University, Thailand and has extensive experience in financial management. Mr. Sanphasitvong is currently a director of True Corporation Public Company Limited, CP ALL Public Company Limited and Siam Makro Public Company Limited (each a company listed on The Stock Exchange of Thailand), and of CPPC Public Company Limited. He is also the Deputy Group Chief Financial Officer of Charoen Pokphand Group Company Limited.
    • has been an Independent Non-Executive Director of the Company and a member of the Audit Committee of the Company since 1999. He has been a member of the Remuneration Committee of the Company since September 2005. He was appointed as a member of the Nomination Committee and the Corporate Governance Committee of the Company with effect from 1 April 2012 and 20 August 2016 respectively. Mr. Sangsnit was the Deputy Minister of Transport from 1991 to 1992 and the Deputy of Minister of Defense in 1996 in Thailand.
    • has been an Independent Non-Executive Director and a member of the Audit Committee and the Remuneration Committee of the Company since 1 April 2012. He obtained a Bachelor of Science degree from the Chulachomklao Royal Military Academy, Thailand and graduated from National Defence College of Thailand. Mr. Jaggabatara served in the Royal Thai Armed Forces for 39 years and was appointed as the Chief of Defence Forces of the Royal Thai Armed Forces in 2008. He retired from the Royal Thai Armed Forces on 30 September 2011. Mr. Jaggabatara is currently an Advisor to Kasetphand Industry Co., Ltd., a subsidiary of Charoen Pokphand Group Company Limited.
    • has been an Independent Non-Executive Director of the Company since 31 December 2012. He graduated from National Defence College of Thailand. Mr. Subhawong served in the Royal Thai Air Force (“RTAF”) for 37 years and was appointed as Air Chief Marshal of the RTAF in 2007. He was appointed the 21st Commander-in-Chief of the RTAF on 1 October 2008. Mr. Subhawong retired as Commander-in-Chief of the RTAF on 30 September 2012.
    • has been an Independent Non-Executive Director of the Company since 31 December 2012. He was appointed as the Chairman of the Corporate Governance Committee with effect from 20 August 2016. He has been an independent director of CP ALL Public Company Limited (a company listed on The Stock Exchange of Thailand). He obtained a Bachelor of Law degree from Thammasat University, Thailand. Mr. Boondech 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. Mr. Boondech was the President of the Senate of Thailand from 2008 to 2011.
    • has been an Independent Non-Executive Director of the Company and the Chairman of the Audit Committee of the Company since 2004. He was a member of the Remuneration Committee of the Company and became the Chairman on 1 April 2012, at the same time when he became a member of the Nomination Committee of the Company. Mr. Cheng obtained a Master of Science (Economics) degree, majoring in Accounting and Finance from London School of Economics, England and a Bachelor of Arts (Honours) degree in Accounting from University of Kent, England. He is a Fellow of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants, and a member of the Chartered Professional Accountants of Canada. Mr. Cheng has over 20 years of expertise in accounting, finance and corporate advisory services.

      Mr. Cheng is currently an independent non-executive director of Chia Tai Enterprises International Limited, CSI Properties Limited, Chong Hing Bank Limited, HKC (Holdings) Limited, Goldbond Group Holdings Limited, CPMC Holdings Limited, DTXS Silk Road Investment Holdings Company Limited, Top Spring International Holdings Limited, Liu Chong Hing Investment Limited and Kidsland International Holdings Limited, all of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited. He is also an independent non-executive director of each of Miricor Enterprises Holdings Limited and Somerley Capital Holdings Limited, companies listed on the GEM Board of The Stock Exchange of Hong Kong Limited.
    • The Audit Committee consists of three independent non-executive directors of the Company, namely, Messrs. Cheng Yuk Wo (Chairman), Viroj Sangsnit and Songkitti Jaggabatara, with the purpose of monitoring the integrity of Group's financial statements and provides assurances to the Board that these comply with accounting standards and stock exchange and legal requirements in relation to financial reporting. The Audit Committee receives updates from Internal Audit and has dialogue with senior management on their control responsibilities.
      [Terms of Reference]download
    • The Remuneration Committee consists of three independent non-executive directors of the Company, namely, Messrs. Cheng Yuk Wo (Chairman), Viroj Sangsnit and Songkitti Jaggabatara and two executive directors of the Company, namely, Messrs. Soopakij Chearavanont and Umroong Sanphasitvong. The Remuneration Committee is responsible for the formulation of the Group's remuneration policies and for the approval of remuneration packages for all directors except that its members do not participate in the determination of their own remuneration.
      [Terms of Reference]download
    • The Nomination Committee consists of one executive director of the Company, Mr. Soopakij Chearavanont (Chairman), and two independent non-executive directors of the Company, namely, Messrs. Viroj Sangsnit and Cheng Yuk Wo. The main roles and responsibilities of the Nomination Committee include determining and reviewing the nomination policy and Board diversity policy, making recommendations as to the structure, size and composition of the Board at least annually, the appointment and re-appointment of the directors and identify their suitabilities and to access the independence of the independent non-executive directors.
      [Terms of Reference]download
    • The Corporate Governance Committee consists of two independent non-executive directors of the Company, namely, Messrs. Prasobsook Boondech (Chairman) and Viroj Sangsnit and one executive director, Mr. Umroong Sanphasitvong for performing the corporate governance functions of the Company.
      [Terms of Reference]download

Procedures for a Shareholder to Propose a Person for Election as a Director of the Company. download