Corporate Governance

The REIT Manager recognizes the importance of corporate governance that it is crucial for the management of CPNREIT and the trust unitholders' trust. Corporate governance also enables the trust unitholders, investors, and the public to know and examine the management of the REIT Manager. All this, the REIT Manager shall manage CPNREIT in accordance with the relevant laws, Trust Deed, and other related regulations as well as the principle of good corporate governance in order that the said policy is tangibly implemented.

Control on the Use of Inside Information

  1. Corporate Governance Policy

    The REIT Manager's policy is to stringently comply with all and any securities laws, notifications, regulations, orders, or circular letters as amended or issued by the Securities and Exchange Commission ("the Office of the SEC") and the Stock Exchange of Thailand ("SET"). The REIT Manager formulates the policy that every director and executive is required to report his or her conflict of interest and trading of trust units to the Risk Management and Compliance Department and such securities holding report which shall be further submitted to the Office of the SEC.

  2. Control on the Use of Inside Information

    The Risk Management and Compliance Department shall set up the measures and guideline of preventing the conflicts of interest between CPNREIT and persons who may have conflict of interest in order to sustain the best benefits of CPNREIT and the unitholders as a whole. The said measures include:

    • Disclosure of matters in which directors and management may have an interest
    • Guideline on protection and use of inside information

Code of Conduct

The Code of Conduct provides good practices for employees to apply to their jobs so that business execution may prove transparent, moral, and ethical, with due regard for all stakeholders.

  1. Directors and executives
    • Perform duties according to the law, rules, regulations, and relevant policies
    • Perform duties with honesty, due attention, prudence, and ethics for the maximum benefit of the Company and the stakeholders
    • Be a role model for employees by conforming to Code of Conduct and Corporate Governance Policy
    • Encourage and ensure the Company's transparent business execution, free of corruption
    • Devote time to work with the utmost knowledge and ability
    • Avoid conflicts of interest with the Company, whether directly or indirectly
    • Do not get involved in unlawful transactions of assets or other benefits with the Company's stakeholders
    • Do not use one's authority to reap personal benefit
    • Maintain one's dignity so as to be respectable in society; behave properly according to one's role and authority
    • Treat others with kindness; respect the rights and dignity of others; honor others
    • Keep confidential information of the Company and the stakeholders through measures against leaks to unrelated people even after ending employment with the Company, except in compliance with the law or under commitment
    • Refrain from exploiting data derived from their job performances for undue personal or others' gains, and refrain from unfair actions concerning the trading of the Company's and related companies' securities.
  2. Employees
    • Perform duties according to the law, rules, regulations, and relevant policies
    • Adhere to honesty, fairness, and ethics in performing duties
    • Exert transparency and corruption-free job performance
    • Perform duties with responsibility, caution, and dedication for the Company's maximum benefit
    • Continuously improve work under responsibility
    • Maintain one's dignity so as to be respectable in society; behave properly according to one's role and authority
    • Treat others with kindness; respect the rights and dignity of others; honor others
    • Open to others' opinions with reason and without bias
    • Create unity and provide assistance for the overall benefit of work, society, and the country
    • Keep confidential information of the Company and the stakeholders through measures against leaks to unrelated people even after ending employment with the Company, except in compliance with the law or under commitment
    • Refrain from exploiting data derived from their job performances for undue personal or others' gains, and refrain from unfair actions concerning the trading of the Company's and related companies' securities.
    • Avoid any action or making comments to stakeholders, external parties, the press, the social media, or social networks of various forms on matters that may harm the Company's reputation and image, or that may mislead others about the Company's involvement in such action or comments
    • Refrain from claiming as one's own the performance of others whether in or outside the Company.

Policies and implementing guidelines in conformance to the Code of Conduct

  1. Recording, reporting, and storage of data policy
    • The Company personnel must record factual, complete, and timely financial data, business data, and data on the Company's stakeholders in compliance with the rules set by the Company or by law.
    • The Company personnel must report factual and straightforward data without falsifying documents or concealing or distorting them.
    • The Company employees must maintain material business information as well as confidential information of the Company and stakeholders with utmost seriousness and within a limited circle, without disclosing it to insiders or outsiders even in the case of retirement, resignation, or termination of work with the Company, except as stipulated by the law or resolutions of the directors.
    • The Company personnel must not use the Company's inside information that has not been disclosed to the public for their own interest or for the interest of others.
    • Outsiders with the opportunity to handle or have access to confidential information must sign a Confidentiality Agreement to ensure that they are careful to keep the confidentiality and inside information, as applied to employees.
    • The disclosure of material information must be made by an authorized person. When receiving questions about material business information without the authority to disclose it, one must refer to an authorized person.
  2. Securities trading and insider trading policy
    • The Company personnel must not engage in unfair actions concerning the trading of the Company's and related companies' securities for personal or others' gains, including
      • Refraining from buying, selling, transferring, or taking transfer of the Company's securities through exploiting confidential inside information for personal or others' gains (Insider Trading)
      • Refraining from buying, selling, transferring, or taking transfer of the Company's securities to mislead others and by distorting the prices or securities volumes traded, or both, thus misleading others and profiting from such tricks (Market Manipulation)
      • Refraining from spreading false news or distorting data to mislead others or act in the hope of misleading them about the Company or its security prices (Misstatement).
    • In case of rumors or news affecting securities transactions or the decision to invest in the Company's securities, the Company must clarify such rumors or news as promptly as possible.
    • In case of irregular transactions of the Company and other related entities due to the leak of its information not yet disclosed by insiders, such insiders who leaked the information are considered violators of the Company's rules and may be punished by relevant law.
  3. Information security policy

    Defining a scope for oversight and management of corporate information technology that aligns with the Company's business needs, the Board has ensured IT application to grow business opportunities and develop business practices and risk management to achieve business objectives and key goals. The Company personnel must conform to the policy in the following ways.

    • The use of the Company's information system must be for the sole purpose of business. The information system is considered the Company's asset, so users cannot expect privacy and must avoid using it outside business operation.
    • The Company employees must strictly adhere to the Information Security Policy and Information Security Standards as well as law, rules, regulations, and relevant policies.
    • The owner of the information must classify confidentiality levels as appropriate to the reference of the Information Security Standards. Such classification takes into account the necessity to protect the information for business purposes and impacts if the information is leaked or if the regulations, law, and binding contracts are modified. The levels of confidentiality can change depending on the decision of the owner of the information.
    • The Company employees facing an emergency case that may affect business operation and stability of the information system or encounter vulnerability of the system, whether technical or operational, or anything that may cause risk to the Company must promptly inform the responsible department.
    • The internet media and computer system must be used only as necessary and for business.
    • The internet media must not be used to cause damage to the Company's computer and internet systems.
    • The internet media, computer system, or other equipment must not be used to improperly search for, disseminate, or keep information, contrary to morality, relevant law, rules, regulations, or policies.
    • The Company employees must use copyrighted computer programs and contact the department responsible for information technology for the installment of additional computer programs for business if necessary.
    • The Company employees must keep confidential the Company's access codes (passwords) to the computer system and programs so that outsiders cannot have access to it.
    • If the Company allows the hiring of temporary employees, student trainees, agencies, companies, sellers, business partners, contractors, advisers, the Company's customers, and the Company's non-employees to have access to its information system, the supervisors of the unit must monitor the use by such persons against the rules, regulations, and policies.
    • The Company employees must cooperate in the monitoring, control, and any action to ensure the security of the information system.
  4. Internal control and internal audit policy
    • The Company properly and sufficiently develops an internal control system to ensure that the Company conducts business by taking into account efficiency and effectiveness of the operation, reliability and correctness of financial statements and compliance with relevant law, rules, and regulations.
    • The Company sets up an internal audit as a key mechanism to measure the appropriateness and sufficiency of the internal control system and risk management
    • The Company cultivates knowledge, understanding, and awareness of the criticality of adherence to the internal control and internal audit systems among all employees.
    • The Company employees must adhere to the internal control and internal audit systems as part of their work to ensure efficiency, effectiveness, correctness, and reliability.
    • The Audit Committee is responsible for regularly following up and checking the appropriateness and sufficiency of the internal control system in line with the actual business situations.
  5. Managing conflicts of interest policy
    • The Company employees must refrain from competing with the Company, whether directly or indirectly.
    • The Company employees must refrain from engagement in potential conflicts of interest between oneself and the Company, and from any action that poses direct or indirect burdens to the Company.
    • The Company personnel must not spend work hours on private businesses or activities unrelated to the Company's business in a way that affects their own job competency and performance efficiency.
    • The Company employees must refrain from participation in reviewing items of conflicts of interest involving oneself; if participation is unavoidable, one must immediately inform one's supervisor.
    • The Company employees must avoid letting personal relationships with other parties or agencies harm the Company's best interests.
    • The Company employees must conform to the criteria, procedures, and disclosure of connected transaction information strictly by the law or regulators' requirements, while observing the Company's regulations.
    • If it is necessary to make connected transactions, transactions must be in accordance with rules, regulations or other provisions regarding connected transactions enacted by the competent authorities.
  6. Tax Policy
    • The Company has in place transparent, fair, and auditable tax management practices in line with the laws and applicable regulations in each country where it does business. This provides the Company with suitable tax benefits, while supplementing optimal benefits for the Company and its stakeholders.
    • The Company has in place proper planning, investigation, and analysis of tax impacts for its international investment projects before actual investment.
    • The Company has appointed competent parties responsible parties for tax matters to coordinate with and contact public tax agencies and provide factual business tax data.
  7. Anti-corruption policy

    The Company's Board, management, and employees must not solicit, act, or accept any corrupt practices, direct or indirect, for personal or others' gains in any country or involving public/private agency dealing with its business. Each of them must together promote the values of integrity and responsibility into corporate values. The policy encompasses the actions specified below:

    • The Company institutes risk assessment concerning anti-corruption and develops practical measures in line with the identified risks and the internal control system alike. Annual revision is to be made.
    • The Company develops procedures with enough details for conformance to this policy and efficiently prevents business corruption.
    • The Company stages orientation and training for its employees, adding to their mastery of the anti-corruption policy, measures, and procedures.
    • The Company institutes an internal control system suitable to the Company's business operation to ensure the efficiency and effectiveness of the policy on anti-corruption, which encompasses compilation processes of financial and accounting data; human capital management processes; and other processes under the Company's operation.
    • The Company institutes reporting, monitoring, and reviews of conformance to the policy on anti-corruption, all of which follow suitable procedures to ensure a complete, adequate, and timely policy.
    • The Company institutes safe communication channels for its employees and all stakeholders to seek guidance, give tips or comments, or file complaints about corrupt practices, while enjoying protective measures.
    • The Company institutes internal and external communication of this policy for widespread conformance, which includes notifications made to subsidiaries, associates, other companies under the Company's control, and business representatives so that they may in turn implement this the Company policy.
    • The Company encourages sharing of knowledge, experience, and good practices among peer companies, including all related parties, to form allies. It also participates in anti-corruption activities hosted by other companies, associations, chambers of commerce, or regulators.
  8. Acceptance and giving of gifts, reception, entertainment, or other benefits policy

    Gifts, reception, entertainment, or other benefits are acceptable when they:

    • Are undertaken properly, openly, and transparently on behalf of the Company.
    • Conform to moral principles, laws, and protocols of the Company, government agencies, state enterprises, and related agencies.
    • Suit each locality's circumstances, festivals, and customs.
    • Are not pretexts for corrupt practices.
    • Do not lead to conflicts of interest (personal versus the Company's).
    • Gifts, reception, entertainment, or other benefits must not be accepted or offered, directly or indirectly, if they affect the Company's businesses.
    • Should employees fall under life-threatening circumstances or feel so, they may consider paying money or other benefits provided that they prepare written documents afterward for reporting to superiors and Internal Audit, with clearly and factually recorded objectives and nature of payment.
  9. Anti-money laundering policy
    • The Company is committed to engaging in business with credible customers and business partners that conduct their businesses by the law. It exercises care in engaging in transactions with parties or juristic persons with suspected wrongdoing.
    • The Company does not abet or refrain from any action to conceal the sources of money or properties related to wrongdoing and does not engage in any transaction in which money or properties connected with wrongdoing are processed, transformed, or converted into lawful properties. This includes support to the above-mentioned wrongdoing.
    • The Company employees will unconditionally cooperate with relevant agencies to prevent business money-laundering and will strictly comply with laws on the prevention and suppression of money-laundering. For queries on this, one should consult the Company's legal department or legal.
  10. Political participation policy
    • The Company is politically neutral and has no policy to provide political assistance or engage in actions affiliated with political parties or groups.
    • The Company employees command their duties, the rights and freedom under the constitution and other applicable legislation, including the exercising of their voting rights.
    • The Company personnel may personally join political activities without depriving the Company's work hours and performance without expression of views or use of other means to mislead others that the Company is behind any political party or political group or supports it.
    • The Company employees must not employ Company assets or provide its service in support of political activities or other actions potentially implying the Company's participation or support to political parties or groups.
    • Political parties wishing to rent venues must follow the Company's procedures on venue sales or lease processes and must secure approval from the authorities under the Company's approval protocols. Approval must involve no special favor for any particular political party and must transparently and fairly follow uniform practical guidelines for all political parties.
    • The Company personnel must not exert their authority to solicit, pressure, or force colleagues or subordinates to support any political activity, directly or indirectly.
  11. Responsibility for the Company's assets policy
    • The Company employees must keep assets functional and protect them against damage or loss.
    • If the assets under the responsibility of an employee or any person are damaged or lost, that person must take joint responsibility with the Company as stipulated by the Company's rules, regulations, and policies.
    • The Company employees must use the Company's assets for business with economy and awareness of the value for maximum benefit, taking into account environmental protection and energy conservation.
    • The Company personnel must not unduly exploit any of the Company's assets for personal or others' gains, directly or indirectly, or unlawfully use them.
    • On leaving the Company, all employees must return assets used in their business including the information used for work, results of work, and inventions to the Company, in any form it was kept. Moreover, they must not record, copy, or photocopy the information for dissemination or for personal gains without the Company's consent.
  12. Intellectual properties policy
    • The Company must conduct business and encourage employees to obey the law or regulations on intellectual property rights, whether in trademarks, patents, copyrights, commercial secrets, or other intellectual properties as stipulated by law.
    • The Company employees have the right and support to independently invent work under relevant law, by which the work that is the result of duty or work using the Company's information or work done specifically for the Company, is considered the Company's asset except the Company's explicit allowance that the work belongs to the creator, inventor, researcher, or other persons.
    • The Company cultivates employees' awareness of the importance of respecting intellectual property rights, whether involving direct operation of work or daily life.
    • Relevant persons must ensure that the application of the findings of research or information in their work respects others' intellectual property rights.
  13. Respect of law and principles of human rights policy
    • The Company employees must thoroughly understand and strictly obey the law relating to one's own duties and responsibility. If in doubt, seek advice from the legal department or a legal adviser. Avoid acting based on one's own interpretation.
    • When working abroad, study the law, customs, traditions, and cultures of that country before undertaking any activity concerning the Company's business so as not to violate them.
    • The Company promotes and respects the protection of human rights, and ensure that the Company's business is in line with human rights concerning forced labor or child labor.
    • The Company employees must respect and provide fair treatment to all stakeholders based on fairness, human dignity, non-discrimination of origin, race, gender, age, skin color, religion, physical state, status, or birth.
    • The Company promotes compliance with human rights within the Company and encourages subsidiary companies, investors, business partners, and all stakeholders to observe the international standards of the principles of human rights.
    • The Company protects the rights of stakeholders affected by the violation of their rights as a result of the Company's operation by considering compensation no lower than the rate stipulated by law.
  14. Treatment of customers policy
    • The Company is committed to ensure the satisfaction of the customers with quality goods and services, according to safety on health, life, and property.
    • The Company employees must respect promises or agreements with customers with fairness. If such promises or agreements cannot be kept, one must promptly negotiate with the customers in advance so as to solve problems or avoid damage.
    • The Company employees must behave towards all customers with equality and without discrimination.
    • The Company must disclose information to customers in a complete, correct and sufficient manner, without concealing, distorting, giving false or misleading information.
    • The Company must not use images or contents that may cause negative attitudes, social division, or improper values, especially those about sex or immorality, in the Company's sales campaigns.
    • The Company is committed to oversee that the environment, the area inside and around the property under the Company's management, is safe for health, life, and property.
  15. Hiring & purchasing and treatment of business partners policy
    • The Company ensures hiring & purchasing processes for products and services that are fair, transparent, and corruption-free, marked by fair selection and treatment of all business partners under the regulations of the Company and applicable government agencies.
    • The Company has in place a screening process for business partners before taking on jobs, which also sees annual assessment of their performances and risks.
    • The Company employees must not participate in hiring & purchasing processes with business partners close to themselves, including parties or businesses of families, siblings, or close relatives.
    • Hiring & purchasing must not include specifications for products or services unique to any business partner. Unless adequately justified, specifications must not be deliberately written in favor of certain products or services.
    • The Company must provide the same details of information and conditions to all business partners.
    • The Company employees must respect promises or agreements with business partners with fairness. If the promises or agreements cannot be kept, one must promptly negotiate with the partners in advance so as to solve problems or avoid damage.
    • The Company is committed to maintain sustainable relationship with business partners, including cooperation in economy, society, and the environment.
  16. Treatment of creditors policy
    • The Company employees must strictly respect promises or agreements with creditors. If the promises or agreements cannot be kept, one must promptly negotiate with the creditors in advance so as to solve problems or avoid damage.
    • The Company is committed to manage work to ensure the creditors of the Company's financial status and good record of loan repayment.
    • The Company must manage the loans according to the objective of expenses; abstain from using the loans in the way that may cause damage to the Company.
    • The Company must disclose information to the creditors in a complete, correct, and timely manner.
  17. Treatment of employees policy
    • The Company provides fair employment conditions so that employees may receive proper remunerations according to their knowledge, ability, potential, and performance, based on transparent and fair principles, in line with the Company's performance and comparable to other companies in the same business.
    • The Company suitably manages and develops its personnel's knowledge, skills, experiences, and incentives.
    • The Company provides a process of selection, appointment, transfer, welfare, awards, termination of employment, and punishment of employees, based on transparency, accountability, honesty, and fairness.
    • The Company encourages employees to widely and continuously develop and exchange knowledge and ability.
    • The Company is committed to oversee a working environment that is safe to health, life, and property of employees.
    • The Company must provide key information to employees so that they may be aware of the Company's performance and actual situations.
    • The Company encourages dialogue between the Company and the employees or representatives of the employees to present information to the Company's decision-makers so as to improve the quality of the workplace in view of joint development.
    • The Company equally respects the rights of expression of all employees without intervention; also, sets up a process of hearings and complaints in a proper and fair manner.
    • The Company promotes supporting activities so that employees may have a balanced life, whether related to work, education, recreation, or family.
  18. Business competition policy
    • The Company observes the rules of fair competition by not seeking business rivals' secrets through dishonest means and not discrediting them by way of slander or other improper means.
    • The Company employees must examine and conform to the rules on business competition, both domestically and abroad where applicable, and must not cause unfair competition through the likes of collusion, trade monopolies, and unfair pricing. Questions on this must be referred to Legal.
    • The Company encourages constructive sharing of information for the broad business of developing and managing shopping complexes so as to strengthen business and contribute to sustainable national economic, social, and environmental development.
  19. Society, communities, and the environment policy
    • Society and communities
      • Base business on ethics and responsibility towards society, communities, and the environment.
      • The Company is committed to participate in the development of the community doing business and the overall society, whether in economic, social, community, or environmental aspects.
      • The Company encourages employees to selflessly act as volunteers and responsibility towards society.
      • The Company encourages sustainable activities benefiting society, communities, and the environment under the following directions:
        • Activities in line with the Company's business operation
        • Activities that can be implemented continuously and concretely
        • Activities that truly benefit society, communities, and the environment in the long run
        • Activities that encourage educational development and continuous learning.
      • The Company encourages employment, skill development for labor, as well as conservation of the arts and culture in the community where the Company's business is situated.
      • The Company encourages the networking of the people sector, monitors and participates in social activities, exchange and transfer of technology, as well as alleviation of hardship caused by natural disasters.
    • Environmental, energy, and natural resource conservation
      • In conducting its business, the Company must conform to environmental legislation and regulations, environmental management standards, and other regulations applicable to the environment, energy, and natural resources.
      • In carrying out its businesses, the Company pays attention to the environment by subscribing to the Biodiversity Management Policy & the Climate and Environment Policy.
      • The Company is committed to managing its business to prevent and control environmental impacts, while controlling potentially wasteful activities requiring energy and natural resource consumption.
      • The Company is committed to constantly reviewing and improving its environmental management through energy-saving, consumption of alternative energy, resource conservation, reuse of materials, and proper disposal of waste or hazardous materials.
      • The Company institutes constant assessment and monitoring of performance or impacts on the environment, energy, and natural resources.
      • The Company is committed to educating stakeholders on the conservation of the environment, energy, and natural resources, while encouraging and providing cooperation, as well as supporting publicity of assorted activities among organizations, government agencies, society, and the public.
      • The Company is committed to enhancing its knowledge of the conservation of the environment, energy, and natural resources so as to produce innovations for its own operation.
  20. Safety and occupational health policy
    • The Company must respect the law, rules, and other regulations concerning safety and occupational health in operating business.
    • The Company arranges for sufficient, efficient practices and action plans on safety and occupational health.
    • The Company arranges for sufficient, efficient, and proper security and alarm systems within the offices and factories under the Company's management.
    • The Company must prevent and control risk that may cause loss due to accidents, injuries, or illness from work, lost or damaged property, improper working methods, and other potential mistakes.
    • The Company sufficiently and efficiently arranges for public relations and communication to bring about understanding and disseminate information on safety and occupational health to employees as well as stakeholders.
    • The Company continuously and regularly assesses and monitors work on safety and occupational health relating to business.
    • The Company arranges for continuous and regular preparation in case of emergencies that may cause disruption to business operation or cause damage to the Company's reputation and image.
  21. Public relations and marketing policy
    • The Company is committed to operate activities on public relations and marketing in a clearly defined, fair, and accessible manner for the maximum benefit of consumers.
    • The Company must provide information, publicize, or conduct public relations on the basis of righteousness and creativity without distorting facts, violating relevant law, or misleading stakeholders.
    • The Company must communicate and bring about proper understanding of the Company among stakeholders on a complete, timely, and equal basis.
    • The Company is aware of situations and expectations of society and responds to the situations with correctness, utmost ability, and timeliness such as meet-the-press activities, and dissemination of news and activities.