Form 56 – 1
Annual Registration Statement
Report form 56-1
For the Year 2014
Ratchaburi Electricity Generating
Holding Company Limited
(Translation)
Content
Page
Part 1 Company's Business 1
1. Policies and Operating Performance 2
2. Nature of Business 8
3. Risk Factors 33
4. Asset 37
5. Legal Dispute 43
6. General Information of the Company, Subsidiaries,
Affiliates and Joint Ventures 44
Part 2 Management and Corporate Government 57
7. Securities and shareholders 57
8. Management Structure 60
9. Good Corporate Governance Report 81
10. Social Responsibility 108
11. Internal Control and Risk Management 127
12. Connected Transaction 132
Part 3 Financial Status and Operational Results 148
13. Financial Performance 148
14. Management Discussion and Analysis 160
Information Certification 170
Attachment 1 Information of Company's directors, management 171
Attachment 2 Information of subsidiaries' Executives 205
Attachment 3 Information of Chief internal auditor and Chief of compliance unit 224
Attachment 4 Information of Appraised value of assets 226
Attachment 5 Others 227
Part 1: Company's Business
Page 1
Part 1
Company's Business
Vision
To be a leading value-oriented integrated energy company in Asia-Pacific
Mission
To ensure shareholders' value creation by continuously generating superior financial returns
To achieve world-class operational excellence and project development
To be socially and environmentally responsible, conducting businesses in a fair manner
To provide an enjoyable, secure, and motivating work environment
To support long-term national energy security and comply to all local regulations
Policies
To continuously improve existing projects’ potential
To focus on developing new power projects in the regions that the Company operates in
To seek partners in expanding investment in new markets
To increase value by expanding investment in related businesses
To enhance corporate strengths
Core Value
Reliability
Accountability
Trust
Challenge
Happiness
Part 1: Company's Business
Page 2
1. Policies and Operating Performance
Ratchaburi Electricity Generating Holding Public Company Limited was remarkably
successful in 2014 due to our ability to efficiently manage investment projects and business
restructure. Such activities resulted in high production capacity and ability to remit profit back to the
Company. Total revenue generated by the Company and its subsidiaries was Bath 58,700.32 million
increasing by 13.61 per cent. Meanwhile, the profit was Bath 6,279.03 million which clearly reflects
solid capacity of our business. The Company will continue to build sustainable growth based on
responsibility towards economy, society and the environment. The 10-year strategic plan (2013-2023)
was introduced to provide a framework for business direction and operations both for the 3-year plan
(2013-2015), the 5-year plan (2013-2017) and the 10-year period. The ultimate goal is to be the
leading valueoriented integrated energy company in Asia-Pacific.
Under the strategic plan, the Company has adjusted its growth direction, from focusing only
on electricity generating business in Thailand and its neighboring countries, to expanding to
comprehensively cover other energy business in Thailand and overseas, especially in the Asia
Pacific. The direction shift is based on our consideration that domestic power generation business
depends largely on the government’s Power Development Plan and domestic economic growth.
Competition becomes more intense because of new entrants considering low risks thanks to the long-
term power purchase agreement that can guarantees sustainable income. Considering these factors,
the Company believes that investment opportunity in the country becomes diminishing. However, the
Company, as the country’s large independent power producer, continues to give high importance to
domestic market which remains its key mission to support national energy system security.
The Company has focused its investment in domestic market through joint venture
negotiations, especially in projects that are already operating and those which have already obtained
the right for development, IPP, SPP and VSPP as well as renewable energy projects. It has also
looked for the opportunity to invest in related businesses. In the past year, the Company successfully
completed the purchase and acquisition of Tri Energy Power Plant with 700 MW installed capacity in
Ratchaburi and the joint venture in 100-MW cogeneration small power plant in Ratchaburi. It is also
negotiating on joint investment in a power plant that generates electricity from garbage and waste and
hopes to conclude the deal in 2015.
Overseas market, meanwhile, is another main target strategy to increase corporate value.
According to its corporate strategies, the Company specified four areas of interests namely 1)
Countries where the Company has already operated business such as Lao PDR and Australia; 2)
Neighboring countries, such as Myanmar and Cambodia; 3) ASEAN countries, including Vietnam,
Indonesia, Malaysia and the Philippines: and 4) Asia-Pacific countries, including China and Japan.
In 2014, the Company conducted feasibility studies across different type of projects, including main
power plants, renewable energy power plants, coal mining, fuel supply business, high voltage
transmission line development. Last year, the Company jointly invested in two solar power generation
projects with a total capacity of 33 MW. The success in business expansion in Japan is considered
Part 1: Company's Business
Page 3
a significant milestone for the Company. In 2015, the Company expected to conclude more deals in
two power plants with high investment potential.
With a target to achieve Baht 121,000 million enterprise value in 2014, the Company focused
on managing existing asset quality in order to maintain high production efficiency and profitability. The
result was very significant as such activities have increased enterprise value to Baht 120,000 million,
which also has a significant positive trend to the Company’s profit this year.
Significant activities included the acquisition of Tri Energy Power Plant, in which the Company
held 50 per cent stake, through entire business transfer. The move has enabled the Company to
lower cost and expenses related to parts, operations, maintenance and tax management. At the end
of 2014, therefore, the Company’s power plants that have already commenced operations have a
combined production capacity of 5,560 MW. The Company has increased production capacity and
profitability of each power plant category in order to achieve its preset goals and plan. The Company
also considered writing off assets that do not create values, implemented financial restructure in
subsidiaries to lower financial costs, and closely monitored and ensured that new power plant
construction progress as planned. In November 2014, the 105-MW Ratchaburi World Cogeneration
Unit 1 commenced commercial operations.
Significant changes and development
Operating its business under the strategic plan emphasizing on value-focused strategy
development, the Company is moving forward to ensuring sustainable growth that enhances
shareholders’ confidence. It sets a goal to provide total shareholder return (TSR) by increasing
enterprise value (EV) to Baht 282,000 million or equivalent to 9,700 MW installed capacity
in 2023.
In 2014, the Company reviewed and set short-term, medium-term and long-term plans as well
as investment criteria according to the Company’s regulations. Continuous monitoring and reporting
of each project status is required in order to reduce risks and shorten project development time. All
activities have to be based on return on investment for both the Company and its shareholders. The
Company is highly interested in acquisition and joint investment with partners in Asia-Pacific
Economic Cooperation (APEC) countries and ASEAN Economics Community (AEC) as well as other
high potential countries that are the Company’s main targets and support the Company’s current
vision, mission, policy and strategies.
Other significant changes are as follows:
16 January 2014: The Company sold 100 million shares, representing 40 per cent of the
total shares in Ratchaburi World Cogeneration Company Limited to Ratchaburi Electricity Generating
Company Limited at Baht 10 each, totalling Baht 500 million.
Part 1: Company's Business
Page 4
28 July 2014: Ratchaburi Gas Company Limited acquired the entire shareholding of the
previous shareholder equivalent to 17.12 million shares, representing 50 per cent of shares in Tri
Energy Company Limited, totalling USD 21.32 miillion. It later transferred the entire business to the
Company through entire business transfer method then registered its dissolution and complete
liquidation. At the sametime, Ratchaburi Electricity Generating Company Limited increased its
registered capital by Baht 3,625 million by issuing 362.50 million new shares at 10 each to purchase
and accept business transfer from Tri Energy Company Limited. As a result, Ratchaburi Electricity
Generating Company Limited’s registered capital is now Baht 21,900 million. On 4 August 2014, Tri
Energy Company Limited registered its dissolution and the liquidation process is underway.
7 February 2014: Ratch Udom Power Company Limited registed its complete liquidation.
Such action did not affect the Company’s business operations at all.
The Company wrote off Baht 315 million cost for Nam Ngum 3 Hydroelecric Power Plant
as the 2013 expenses because it did not receive Project Development Agreement renewal from the
Ministry of Planning and Investment, Lao PDR, due to changes in domestic energy development
policy within Lao PDR.
17 April 2014: Ban Bueng Power Company Limited, Eastern IPP Company Limited and
Eastern Power Generation Company Limited registered their dissolutions and completed the
liquidation process on 28 October 2014. The action did not affect the Company’s Group’s business
operations.
28 April 2014: RH International (Singapore) Corporation Pte. Limited issued and offered 5-
year debentures to international investors worth USD 300 million at 3.50 per cent interest. The
debentures will be matured in 2019 and the Company is the guarantor.
14 May 2014: The Company sold itsentire shareholding of 6.47 million shares,
representing 49 per cent of total shares in Solarta Company Limited to Ratchaburi Energy Company
Limited. at book value totaling Baht 695.69 million
28 May 2014: Nava Nakorn Electricity Generating Company Limited, the operator of
Navanakorn SPP Power Plant, signed the Baht 4,770 million financial facility with three Thai financial
institutions for 20.5 years.
21 July 2014: Ratchaburi Energy Company Limited sold out 200,000 shares, representing
25 per cent of the total shares of Sukhothai Energy Company Limited, at Baht 54.71 per share,
totaling Baht 10.94 million to Sun rise Energy Company Limited, the existing shareholder in the
company.
29 August 2014: The Company sold out all stakes to Ratchaburi Energy Company Limited,
totaling 7.55 million shares in Solar Power (Korat 3) Company Limited, 7.97 million shares in Solar
Power (Korat 4) Company Limited and 7.55 million shares in Solar Power (Korat 7). This represents
40 per cent of the total stake it held in each of these companies. Total value of the sales is Baht
285.39 million.
Part 1: Company's Business
Page 5
29 September 2014: Ratchaburi Energy Company Limited sold all of its 24.28 million
shares, representing 55.18 percent of the total shares in Sustainable Energy Corporation which is the
developer of wind turbine power plant in Petchaboon province. The sales valued Baht 118.43 million
was made to Mr. Chatchaval Jairavanon, the new shareholder. This is to save some investment
capital and reinvest it in other projects that will create higher returns, prevent risk ad reduce impact on
that may occur as the project has been delayed for 3 years due to some unexpected environmental
factors that negatively had impact on the Company’s cost and subsidiaries’ costs.
20 October 2014: Ratchaburi Energy Company Limited established Oversea Green
Energy Company Limited with Baht 1 million registered capital, comprising 100,000 ordinary shares
(fully paid) at Baht 10 each. This followed the Shareholders Agreement signed on 12 September 2014
between Ratchaburi Energy Company Limited and Premier Solution Company Limited under the
60:40 shareholding structure to invest in solar power plant project management service in Japan.
30 October 2014: Ratchaburi Electricity Generating Company Limited acquired 3.50 million
shares, or 35 per cent of the total shares in Ratchaburi Cogeneration Company Limited, from Rajburi
Sugar Company Limited, amounting Baht 8.75 million. The transaction was part of the shareholders’
agreement signed on 15 September 2014 to invest in Ratchaburi Cogeneration Company Limited’s
SPP Project with the capacity to produce 100 MW electricity and 15 tons per hour of steam. Later on
27 January 2015, Ratchaburi Cogeneration Company Limited registered its change of name to Berk
Prai Cogeneration Company Limited.
24 November 2014: RH International (Singapore) Corporation Pte. Limited established
RICI International Investment Pte. Limited in Singapore with SGD 100 registered capital, comprising
100 shares (fully paid) at SGD 1 each according to the shareholders’ agreement signed between RH
International (Singapore) Corporation Pte. Limited and Chow International Company Limited, each
holding 60 per cent and 40 per cent stake respectively. This is to invest in solar power plants in Japan
with combined installed capacity of 33 MW.
19 December 2014: The Company sold shares in Songkhla Biomass Company Limited
and Songkhla Biofuel Company Limited to Ratchaburi Energy Company Limited, a wholly owned
subsidiary. Total shares sold included 840,000 shares amounting Baht 80,000,000 in Songkhla
Biomass and 4,000 shares amounting Baht 400,000 in Songkhla Biofuel (totaling Baht 80,400,000 or
at the paid up registered capital value), which accounted for 40 per cent of all the registered shares in
each company.
Part 1: Company's Business
Page 6
Investment Structure
Relationship with Major Shareholders
Ratchaburi Electricity Generating Holding Public Company Limited is a public listed company
traded on the Stock Exchange of Thailand. It operates electricity generating and related businesses
and with the Electricity Generating Authority of Thailand (EGAT) as a major shareholder, holding 45
per cent stake, and other shareholders holding the other 55 per cent stake.
EGAT is a state enterprise under the Ministry of Energy and Ministry of Finance. Its mission
includes the production, sourcing and distribution of electricity in Thailand and neighboring countries
and joint investment to conduct such businesses under EGAT Act. EGAT has five subsidiaries and
affiliates as follows:
Part 1: Company's Business
Page 7
Source: Electricity Generating Authority of Thailand
In addition to the Company, the subsidiaries and affiliates that EGAT is a shareholder and
operate electricity generation and distribution business are Electricity Generating Public Company
Limited, a listed company on The Stock Exchange of Thailand, and EGAT International Company
Limited. This sometime creates competition among EGAT subsidiaries and affiliates, especially in
some project development, such as the IPP bidding in early 2013. To reduce such problem EGAT has
adjusted its future direction by synergizing affiliates and subsidiaries in large scale overseas project
investment in order to increase the Group’s competitiveness against other players in the industry.
EGAT has appointed its representatives to be directors in its subsidiaries and affiliates
according to its shareholding portion in each company while subsidiaries and affiliates can formulate
their own policy, manage and make decision related to investment as deemed appropriate.
In Ratchaburi Electricity Generating Holding Public Company Limited, EGAT appointed seven
representatives to sit in its 15-member Board of Directors. In addition of being a major shareholder,
holding 45 per cent stake in the Company, EGAT is the major electricity purchaser, representing
14 per cent of Thailand’s total electricity generating capacity, under the same terms and conditions
and as EGAT purchases electricity from other companies, using the same source of energy and
distribute power to EGAT’s distribution system at the same period of time. Agreements and contracts
made between the Company and EGAT are power purchase agreement; Ratchaburi Electricity
Generating Company Limited’s power plant operation and maintenance service, which is made
between Ratchaburi Electricity Generating Company Limited, a subsidiary that the Company holds
99.99 per cent stake, and EGAT; and the power plant operations and maintenance for the Hongsa
Thermal Power Plant owned by RATCH-Lao Services Company Limited which is 99.99-percent-own
subsidiary of the Company. These businesses are conducted under general trade conditions.
Part 1: Company's Business
Page 8
The Company and EGAT also have shared intention to work together with responsibility
towards society and environment through promoting, preserving and optimizing the limited natural
resources available in order to drive the organization growth and responsibility towards the society
and environment.
2. Nature of Business
Ratchaburi Electricity Generating Holding Public Company Limited is Thailand’s largest
private electricity producer. Operating as a holding company, the Company invests in subsidiaries,
jointly-controlled entities and affiliates that operate in electricity generating and related businesses in
Thailand and overseas. Its major source of income is dividend based on the Company’s investment
portion. The Company has strong commitment to operate its business in support of the national’s
electricity security and to drive economic development. The Company continuously creates and
develops itself in order to transform itself into “the leading value-oriented integrated energy company
in the Asia-Pacific”. At the same time, the Company has strong commitment to take good care of the
society and environment as part of its way to become a green organization that can best address
expectations of all stakeholders, leading to wide corporate recognition and sustainability in all
aspects.
As of 31 December 2014, the Company’s attribution production capacity totaled 6,578.12
MW. This comprised 5,874.07 MW of electricity for domestic use or 16 per cent of the country’s total
production capacity and with EGAT as the major buyer, and 704.05 MW of electricity for export that is
sold to countries where the power plants are located, such as Lao PDR and Australia.
The Company’s investment structure includes four businesses as follows:
1. IPPs and SPPs in Thailand
To support security and stability of the country’s electricity system which is a crucial
infrastructure that drives national economic and social development, the Company gives high
importance to the use of diverse energy sources for electricity generating. Natural gas, coal and
hydropower are used in order to maintain natural balance while strengthening national energy
sustainability.
The country’s power plants using main fuel sources have a combined production capacity
of 4,882.65 MW. Out of this, 4,748.05 MW is produced by commercially operated plants while another
134.60 MW will be contributed by power plants that are under construction and development.
Considering type of producers, IPPs and SPPs in Thailand are.
1.1. Independent power producer projects (IPPs): Ratchaburi Power Plant, Tri Energy
Power Plant and Ratchaburi Power’s Power Plant
1.2. Small power producer projects (SPPs): Ratchaburi World Power Plant and
Navanakorn Power Plant
Part 1: Company's Business
Page 9
1.3. Very small power producer project (VSPPs): PTO-A Power Plant and Sao Thian-A
Power Plant
2. Renewable Projects in Thailand
The Company has a policy and intention to reduce natural source of fuel and impact from
the Global Warming phenomenon. Environmental responsibility, similar to business expansion, is one
of the Company’s most important tasks. It fully supports the government’s policy to promote
renewable energy through the use of alternative and renewable energy, such as solar, wind and
biomass, for Power generation.
At present, Renewable Projects in Thailand have combined capacity of 69.34 MW,
including commercially operating projects of 65.38 MW and projects under construction and
development of 3.96 MW. This is categorized by type of energy sources as follows:
2.1. Solar power projects: Solarta Power Plant, Solar Power Korat 3 Power Plant, Solar
Power Korat 4 Power Plant and Solar Power Korat 7 Power Plant
2.2. Wind power projects: Huay Bong 2 and Huay Bong 3 Wind-Turbine Power Projects
2.3. Biomass power project: Songkhla Biomass Power Plant
3. International Projects
With its goal to become a leading power producer in the Asia-Pacific, the Company has
been developing and upgrading international projects. At the same time, the Company seeks new
partners and joint ventures to expand its business in the emerging markets across the Asia-Pacific in
order to achieve long-term and sustainable expansion.
Total capacity of international projects under joint ventures and developed by the
Company is 1,537.08 MW. This includes 663.27 MW contributed by commercially operating projects
and 873.71 MW to be produced by the projects currently under construction and development. These
projects can be categorized by project locations as follows:
3.1. Lao PDR: Nam Ngum 2 Hydroelectric Power Project, Hongsa Thermal Power Plant
and Xe-Pian Xe-Namnoy Hydroelectric Power
3.2. Australia: RATCH-Australia Power Plants
3.3. Japan: RICI Solar Power Plant
4. Related Business
The Company has always been searching for opportunity to create added value from its
investment projects and increase the Group’s competitiveness, which will add value and increase
returns for investors while enabling it to become the leading energy company. It has invested in
various related businesses, including power plant operations and maintenance, coal mine, gas turbine
maintenance service for power plants and other investment. Investment has been made through its
Part 1: Company's Business
Page 10
subsidiaries, jointly-controlled entities and joint ventures as follows:
4.1. Power plant operations and maintenance service business: RATCH O&M Company
Limited, RATCH-Lao Services Company Limited and Chubu Ratchaburi Electric
Services Company Limited
4.2. Gas turbine maintenance service: EGAT Diamond Service Company Limited
4.3. Coal mine business: Phu Fai Mining Company Limited
4.4. Fuel sourcing business: Songkhla Biofuel Company Limited
4.5. Other investment: holding stakes in EDL-Generation Public Company (“EDL-Gen”)
which is a listed company on Laos Securities Exchange through RATCH-Lao Services
Company Limited and RH International (Singapore) Pte. Corporation. The Company’s
attribution installed capacity of 89.05 MW.
Electricity Generating Business
Commercially operating power plants
Ratchaburi Power Plant has successfully managed power plant operations and
maintenance business with 96.90 per cent availability, 10.3 time of CAH Index, 1.00 time of Fuel
Ratio, and has continually maintained occupational health, safety and environment operation standard
in accordance with the OHSAS 18001:2007 and ISO 14001:2004 standards.
Tri Energy Power Plant has 89.18 per cent availability for the power plant operations and
maintenance activity, 7,812 hours of CAH, 1.77 per cent of fuel margin and can operate the
occupational health, safety and has continually maintained occupational health, safety and
environment operation standard in accordance with the ISO 14001:2004 standard.
Ratchaburi Power’s Power Plant has 94.22 per cent availability, 1.04 time of CAH and 1.02
time of fuel ratio. Electricity generation efficiency and safety has been improved by 0.50 per cent on
average because the improvement of gas turbine system has increased the temperature of gas
generated during combustion.
RATCH-Australia Power Plants have the availability of thermal and wind power plants
have of 95 per cent and 96-99 per cent respectively. The Company also closely monitors the
operations of the project to ensure its constant capability to create profit.
PTO-A and Sao Thian A Power Plants have passed the 2014 annual surveillance audit for
ISO 9001:2008 standard on 19 February 2014. The two projects have been certified for the standards
since 2011.
Solarta Solar Power Plant has increased power generation capacity to 240,000 KW/h on
average per month after efficiency improvement of the Sai Thong Power Plant Project and Sai Yai
Power Plant Project.
Part 1: Company's Business
Page 11
Ratchaburi World Cogeneration’s SPP Project has begun commercial operations on 1
November 2014 while another unit is under construction. The entire project progresses well as
planned. It is expected that the other unit will begin commercial operation in early 2015.
Projects under construction and development
Ratchaburi World SPP Power Plant: In addition to the commercially operating power
plants, one more unit is under construction and development, which is already 99 per cent completed.
The unit is the testing phase for plant operations and transmission of electricity into EGAT’s system. It
is expected that the unit will be able to commence its operations as planned in early 2015.
RATCH-Australia Power Plant: In addition to the commercially operating power plants,
other projects under the Company’s plan are the Collector Wind Power Plant Project which is in the
process of power purchase agreement preparation, the Mt. Emerald Wind Power Plant Project is
seeking Development Approval, and the Collinsville solar power plant has already obtained
Development Approval. The project is studying information on other projects to build more opportunity
for investment expansion.
Hongsa Thermal Power Plant is under construction with 93 per cent completion with some
works in progress, including power plant construction, high voltage transmission system and station
construction works, open pit for coal mine, mining equipment supplies and construction of workers’
accommodation and office building. The project is expected tocommercially operate in 2015.
Xe-Pian Xe-Namnoy Hydroelectric Power Plant has already completed the preparation
work under Pre-construction contract. Tunnel and water channel system, dam, water tunnel and main
buildings are being built with 9 per cent progress as planned.
RICI Solar Power Plant the Company has jointly investedn with Chow Steel in two solar
power plant projects in Japan with 33.51 MW installed capacity. The project is seeking construction
contractor and negotiating with financial institutions on funding and loan contracts.
Navanakorn SPP Power Plant was granted a license to operate power plant (Ror Ngor 4)
from the Department of Industrial Works on 16 July 2014. The construction is currently more than 25
per cent complete. The building foundation and major machinery, including boiler, gas turbine and
steam turbine, have already been installed and completed. The major machinery and equipment
installation will be complete within 2015 and the project will commence its commercial operation as
planned in 2016.
Berk Prai Cogeneration SPP Power Plant is the power plant in which the Company has
invested since October 2014. The project is preparing the Environmental Impact Assessment (EIA)
report and the Engineering Procurement Construction (EPC) contract criteria.
Songkhla Biomass Power Plant is under construction with 80 per cent completion. The
project is expected to startcommercial operation within 2015.
Part 1: Company's Business
Page 12
Related Business
Power plant operations and maintenance service
RATCH-Lao Services Company Limited has made a contract with EGAT to recruit people
to operate and maintain power plant. The company will recruit and select people with the right
qualifications and in the number specified in the contract to operate and maintain Hongsa Thermal
Power Plant in Lao PDR from March 2014 to June 2017, or 40 months.
Management
1. Management of the business in which the Company invests or joint venture
The Company has assigned its directors and executives to sit in the Board of Directors
and Management of the companies it has invested in and its joint ventures from the development and
construction period through to commercial operation period. This is to ensure that the operations of
those businesses are in line with the Company’s policy and achieve the Company’s goals.
2. Financial management
The Company’s financial policy focuses on capital sufficiency that can support and fuel the
Company’s Group’s growth. Money markets in Thailand and overseas are closely monitored.
Significant activities in 2014 are as follows:
• Securing loans through Euro Medium Term Note: EMTN Program
The Company has established Euro Medium Term Note: EMTN Program with a total
amount of USD 1,000 million. The first issuance and offering of USD 300 million EMTN was on 28
April 2014 with RH International (Singapore). Corporation Pte. Limited as the issuer. The Company,
as the parent company, acts as the guarantor. This marked the first issuance of EMTN in overseas
money market by Thai private power producer. The EMTN was 3.77 times oversubscribed.
Interest rate is 3.50 per cent per annum (Treasury yield 5 yrs + spread 175 bps) which
is a considerably low interest rate compared to other debenture issued by other issuers in Thailand
with higher or the same credit rating at Baa2 (Moody’s) and BBB (S&P).
• Cash balance management
In 2014, The Company managed cash by considering mutual benefits for the
Company’s Group in terms of deposit, loan and liquidity in extending inter-company loans under the
financial management framework approved by the Board of Directors. Average short-term return on
investment in 2014 was 2.76 per cent per year, which is 1.33 per cent per year higher than the
reference ROI. Meanwhile, long-term return on investment is 4.10 per year, which is 1.52 per cent per
year higher than the reference ROI.
• Provision of short-term facilities and trade finance facilities for subsidiaries
The Company has provided short-term facilities at low cost from local and international
sources for the Company and subsidiaries to promote liquidity. The Company also provides trade
Part 1: Company's Business
Page 13
finance facilities that are sufficient for business operations. In addition, the Company supported loans
for subsidiaries in which it holds 99.99 per cent stake to increase their capability to expand business
according to the Company Group’s investment structure.
• Investment structure of the Company’s Group
In increasing efficiency in management, capital sourcing and tax management, the
Company has grouped its business to match with investment policy. Its businesses are categorized
into IPPs and SPPs in Thailand, Renewable Projects in Thailand, International Projects and Related
Business. It also closely monitors international tax laws in target investment countries which are used
for consideration and optimize its foreign investment.
Income Structure of the Company, Subsidiaries andJointly-controlled Entities
The Company’s main source of income is the sales of electricity generated by Ratchaburi
Electricity Generating Company Limited, a subsidiary, to EGAT under the 25-year power purchase
agreement (PPA). Ratchaburi Power Plant’s income structure under PPA includes two main parts as
follows:
1. Availability Payment (AP)
Availability Payment (AP) covers the entire investment cost, including loans, loan interests,
shareholders’ return, fixed operational costs, such as maintenance expenses andmanagement
expenses. Generally, AP depends on the power plant’s readiness to produce and distribute electricity
according to EGAT’s requirement.
2. Energy Payment (EP)
Energy Payment (EP) is received after electricity is generated and transmitted to the
EGAT’s transmission system. EP comprises two major parts:
1) Fuel Payment
2) Variable Operating and Maintenance Payment
In addition to the main income from electricity sold by Ratchaburi Power Plant, the Company
has consolidated electricity sales from RATCH-Australia Corporation Limited (RAC) a company
located in Australia, whose main income is from the long-term PPA for its thermal power plants and
wind power plants. The basic income structure according to the long-term PPA for the thermal power
plants includes:
1. Capacity Charge which is the total investment including maintenance costs and Actual
Capacity Availability in electricity production and distribution as stated in the PPA
2. Energy Charge which is received when electricity is produced. This includes fuel payment
and variable operating and maintenance payment Sales income from the RAC’s wind farms are
calculated by electricity generated times electricity charge per unit.
Part 1: Company's Business
Page 14
The Company also has other sales and service income as follows:
1. Electricity charge from the 2.65-MW PTO-A Power Plant and the 3.6-MW Sao Thian-A
Power Plant, operated by Ratchaburi Energy Company Limited, the Company’s subsidiary. The PTO-
A Power Plant and Sao Thian-A Power Plant are located in Kong Krilat District in Sukhothai province.
Both produce electricity from associated gas from oil rig.
2. Income from power plant operation and maintenance services offered by RATCH-Lao
Services Company Limited, the Company’s subsidiary, established on 8 May 2009 under Lao PDR’s
laws. RATCH-Lao Services Company Limited’ income is from providing services to Nam Ngum 2
Company Limited as follows:
1) An agreement to provide operations and maintenance service to the Nam Ngum 2
Hydroelectric Power Plant from 1 July 2009 to 31 December 2038 (end of the power plant concession
period).
2) An agreement to provide maintenance services to the Nam Ngum 2 Hydroelectric Power Plant for 7 years from 3 September 2012.
The Company also recognizes profit shares from the joint investments with other investors in
jointly-controlled entities and affiliates that operate in electricity generating businesses as follows:
1. Ratchaburi Power Company Limited whose 25 per cent stake is held by Ratchaburi
Alliances Company Limited, the Company’s subsidiary, has from electricity sales which can be
divided into 2 parts, which are Availability Payment and Energy Payment, similar to the basic incomes
of Ratchaburi Electricity Generating Company Limited.
2. Chubu Ratchaburi Electric Services Company Limited in which the Company holds 50 per
cent stake, received income from providing operating and maintenance services under the 14-year
contract with the Ratchaburi Power’s Power Plants, including two blocks of thermal power plant, each
with 700 megawatts installed capacity.
3. SouthEast Asia Energy Company Limited in which the Company holds 33.33 per cent
shares, received income from sales of electricity generated by the Nam Ngum 2 Hydroelectric Power
Plant in Lao PDR. Southeast Asia Energy has a 25-year PPA with EGAT starting from the commercial
operation date. The Initial Operation Date is 26 March 2011.
4. Solarta Company Limited in which the Company holds 49 per cent stake, operates eight
solar power plants with combined installed capacity of 34.25 megawatts. It has non-firm PPA for very
small power producer (VSPP) with the Provincial Electricity Authority (PEA) and received adder of
Baht 8 per unit from the Electricity Development Fund, Office of Energy Regulatory Commission
(OERC) for 10 years. In 2012, the eight power plants began commercial operation and supplied
electricity to PEA.
5. First Korat Wind Company Limited (Huay Bong 3 Wind-Turbine Power Plant) and K. R.
Two Company Limited (Huay Bong 2 Wind-Turbine Power Plant), both of which the Company holds
20 per cent stake, operate wind farms with the installed capacity of 103.50 megawatts each. They
Part 1: Company's Business
Page 15
have non-firm power PPAs for small power producer (SPP) with EGAT and received adder of Baht
3.5 per unit for 10 years from the Electricity Development Fund. They began commercial operation
and supplied electricity to EGAT on 14 November 2012 and 8 February 2013 respectively. Its
electricity sales income includes Energy Payment, Adder and wholesale Ft, similar to that of Solarta
Company Limited.
6. Solar Power (Korat 3) Company Limited, Solar Power (Korat 4) Company Limited and
Solar Power (Korat 7) Company Limited, in which the Company holds 40 per cent stake, produce
solar power with 18 megawatts installed capacity. The three power plants began commercial
operation and supplied electricity to PEA on 9 March 2012, 14 May 2012 and 30 May 2012
respectively. It also has non-firm power purchase for VSPP with PEA and received 8 baht Adder per
unit from the Electricity Development Fund for 10 years. Its electricity sales income covers Energy
Payment, Adder and wholesale Ft, similar to that of Solarta Company Limited.
7. Ratchaburi World Cogeneration Company Limited, in which Ratchaburi Electricity
Generating Company Limited, the Company’s subsidiary, holds 40 per cent stake, has combined
installed capacity of 210 megawatts and has a 25-year firm cogeneration PPA with EGAT. Unit 1 of
Ratchaburi World Power Plant commenced commercial operations and transmitted electricity to
EGAT on 1 November 2014.
The Federation of Accounting Professions required listed companies on the Stock Exchange
of Thailand to prepare financial statements based on Financial Reporting Standards. Ratchaburi
Electricity Generating Holding Public Company Limited and its subsidiaries, including Ratchaburi
Electricity Generating Company Limited, and jointly-controlled entities, including Ratchaburi Power
Company Limited, have strictly followed Thai Financial Reporting Interpretations Committee No.4
(TFRIC 4) Determining whether the Arrangement Contains a Lease and implemented the Accounting
Standard No. 17 on Rental Agreement since 1 January 2014. This has resulted in changes to the
sales income format as stated in the financial report. Sales income related to loans and shareholders’
return are recorded as income from financial lease agreement. Such income is recognized according
to the effective interest method.
Electricity sales income received as compensation for power plant maintenance expense
and other expenses, including capacity payment and other income, continue to be recorded using the
existing method.
Part 1: Company's Business
Page 18
2.1. Product
Product of the Company’s subsidiaries and jointly controlled entities is electricity that is
sold to the Electricity Generating Authority of Thailand (EGAT) according to the long-term power
purchase agreement.
2.1.1. Power Plants and Production Process
1) Thermal Power Plant
EGAT made a Lumpsum Turnkey Contract with Mitsubishi Heavy Industry,
covering design and construction of the thermal power plant. Most of the machinery and equipment
belong to Mitsubishi Heavy Industry. Stone & Webster (Thailand) Limited acts as the engineering
consultant for the project.
Ratchaburi Thermal Power Plant Unit 1 and 2 are designed to use both
natural gas and heavy oil as the fuel for electricity generating. Fuel is injected into the furnace. Heat
from the burning is then transferred to water in the boiler, creating high-temperature flow of steam.
The steam will flow through the pipe and push turbine shaft that is connected to the generator shaft.
When the generator shaft moves, the magnetic field at the generator will make the wire spin and
therefore creates electricity induction.
The thermal power plant has installed the Flue Gas Desulfurization (FGD)
system. Whenever using heavy oil as a fuel, FGD thus removes sulfur dioxide from flue gas
generated from burning heavy oil which has sulfur. The desulfurization system used by the Ratchaburi
Power Plant is the wet flue gas type and has high efficiency. The system can remove as much as
97.5 per cent of sulfur dioxide out of the flue gas, using lime as the absorbent and producing gypsum
by product.
2) Combined Cycle Power Plant
EGAT commissioned Raytheon Engineers Oversea Limited to design the
Combined Cycle Power Plant and the construction was handled by EGAT. Stone & Webster
(Thailand) Limited served as the engineering consultant for the project. Most of the machinery and
equipment are from Mitsui & Company and General Electric International Company Incorporated.
The Combined Cycle Power Plant comprises 2 electricity generating units
working together -- two gas turbine generators (9FA+e) and one steam turbine generator. The power
plant is fueled by natural gas as the main source of fuel and diesel oil as the second source of energy.
The gas turbine works like the engine of a jet airplane. Air is intaked in and
compressed at the compressor before being injected to the combustion chamber. The fuel is injected
and ignited, generating high-pressure high-temperature gas. The high temperature gas will next drive
the gas turbine and generator shaft. High temperature gas from the gas turbine power generating unit
is used to boil water to create steam for the steam turbine electricity generating unit that is connected
to the gas turbine unit. Steam generated in this process will be used to drive generator shaft.
Part 1: Company's Business
Page 19
3) Hydroelectricity Power Plant
Nam Ngum 2 Hydroelectricity Power Plant is the Company’s first investment
project in Lao PDR. It is located 90 kilometres away from Vientiane and approximately 35 kilometres
north of Nam Ngum 1 Dam.
Nam Ngum 2 Hydroelectricity Power is a power plant with water reservoir or
a dam. The concrete rockfill dam is approximately 181 metres high and situated 375 metres above
sea level. It uses 3 units of Francis Turbine, 205-MW capacity each, to generate power.
Water flows from the dam through pipe at high speed and in large volume.
The pressure thus flows through the provided channel to drive the water turbines, creating mechanical
energy that drives the generator. Mechanical energy will then be transformed into electricity that is
transmitted to the electricity distribution system.
4) Electricity Generating Plant using Flared Gas
4.1) The PTO-A Project is a power plant using flared gas from Pratu-Tao A
oil rig located in Kong Subdistrict, Kong Krailat District, Sukhothai province, which is jointly developed
by Ratchaburi Energy Company Limited and PTTEP Siam Company Limited. The 1.75MW project is
supported by the Department of Mineral Fuel, Ministry of Energy, and has a non-firm SPP power
purchase agreement with EGAT.
4.2) PTO-A Expansion Power Plant Project is the extension of PTO-A project
in the nearby area. With 0.9 MW capacity, the project has a power purchase agreement with the
Provincial Electricity Authority according to the regulations on power purchase from very small power
producer.
4.3) Electricity Generating Project Using Associated Gas from Sao Thian-A
Oil Rig is similar to the PTO-A and PTO-A Expansion power plant projects. Located in Krai
Subdistrict, Kong Krailat District, Sukhothai province, the 3.6 MW project has a power purchase
agreement with the Provincial Electricity Authority according to the regulations on power purchase
from very small power producer.
The three projects use gas engine to produce electricity using flared gas as
fuel. In the past, flared gas from oil rig had to be burnt during the crude oil production process.
Such gas engine is a 4-stroke turbo engine with complete internal
combustion system. The engine uses crankshaft motion to create mechanical power to drive
electricity generator shaft that will change mechanical power into electricity. The power generated in
this process will be upgraded from 400 volt to 22 KV and transmited to EGAT’s network.
Part 1: Company's Business
Page 20
5) Wind Farm
5.1) Huay Bong 2 Wind Farm in Huay Bong Subdistrict, Dan Khun Thot
District, Nakhon Ratchasima, is located approximately 300 metres above sea level. The 90 MW
project has a non-firm power purchase agreement with the EGAT under the small power producer
scheme.
5.2) Huay Bong 3 Wind Farm is situated in Huay Bong Subdistrict, Dan Khun
Thot District, Nakhon Ratchasima, which is approximately 300 metres above sea level The 90 MW
project has a non-firm power purchase agreement with the EGAT under the small power producer
scheme.
The three wind farm projects play a significant role in promoting the country’s
alternative energy development under the Ministry of Energy’s policy to increase national energy
security. Generating electricity from wind power is crucial to environment conservation because wind
power is a clean national resource that does not harm the environment and is a renewable energy.
In generating electricity from wind power, the kinetic energy from the wind
moves the wind turbine and thus creates mechanical energy. Such energy will then be transformed
into electricity power by the generator that is attached to the wind turbine axis. Electricity will then be
transmitted through the electricity control system and the voltage will be increased from 22 KVs to 115
KVs for transmission to EGAT’s distribution network
6) Solar Farm
6.1) Solar Power Plant by Solarta Company Limited comprises eight projects
in Ahutthaya, Supanburi and Nakhon Pathom. They produce and distribute electricity to Provincial
Electricity Authority under the power purchase agreement made according to the policy to buy power
from renewable energy from very small power producers. The project has a combined installed
capacity of all the eight projects of 34.25 MW.
6.2) Solar Power Plant by Solar Power (Korat 3) Company Limited is located
in Sam Muaeng Subdistrict, Sida District, Nakhon Ratchasima. The company produces and
distributes electricity to the Provincial Electricity Authority under the power purchase agreement
according to the regulations on purchase of power generated from renewable energy from very small
power producer. The project has installed capacity of 6 MW.
6.3) Solar Farm Project by Solar Power (Korat 4) Company Limited is located
in Tha Ang Subdistrict, Chokchai District, Nakhon Ratchasima. The project produces and distributes
electricity to the Provincial Electricity Authority under the power purchase agreement according to the
regulations on purchase of power generated from renewable energy from very small power producer.
The project has installed capacity of 6 MW.
6.4) Solar Farm by Solar Power (Korat 7) Company Limited is located in Dan
Nai Subdistrict, Dan Khun Tot District, Nakhon Ratchasima. The project generates and sells electricity
to the Provincial Electricity Authority under the power purchase agreement according to the
Part 1: Company's Business
Page 21
regulations on purchase of power generated from renewable energy from very small power producer.
The project’s total capacity is 6 MW.
The four solar farm projects use solar cells to generate electricity. The solar
cells, made from silicon, transform solar power to direct current electricity that will be passed through
an inverter and is convered to alternative current. The alternative current from the inverter has low
voltage of approximately 380 – 400 volt. Given this low voltage, it is not compatible to the Provincial
Electricity Authority’s electricity transmission system and not appropriate for long-distance
transmission. Therefore the voltage has to be stepped up to 22 KV using a transformer.
Considering that Thailand is near the Equator, the solar cells are fixed at an
angle of between 10 degrees to 15 degrees of the ground so that the solar cell panels are averagely
exposed to the sunlight at nearly right angle all year round.
7) Biomass Power Plants
The Company has invested in Songkhla Biomass Company Limited that
produces electricity from biomass, such as rubber wood waste. Situated in Khun Tat Wai Subdistrict,
Jana District, Songkhla, the company produces and transmits electricity to the Provincial Electricity
Authority under the power purchase agreement according to the regulations on purchase of power
generated from renewable energy from very small power producer. The project has a production
capacity of 9.9 MW.
Electricity generating process starts from feeding biomass kept in the storage
on the boiler through wall screw feeder into the combustor where the temperature is between 850-900
degree Celsius. Heat will dry up the biomass and burn it quickly with complete combustion process.
Heat from burning the biomass is transmitted to the wall of the combustor bringing water in the wall
tube to boil. Steam from this procedure will flow to the steam drum at the top of the boiler.
Steam from the steam drum flows through superheater and its pressure and
temperature will be raised to 158 bar and 540 degree Celsius respectively. The high-pressure, high-
temperature steam is then passed to the steam turbine that will convert heat to mechanical energy
through the generator shaft motion. The generator then converts the mechanical energy into
electricity by spinning the coil upon the shaft within the magnetic field, creating 13.8 KV electricity.
The transformer is connected to the Provincial Electricity Authority’s distribution system.
Part 1: Company's Business
Page 22
2.1.2. Investment incentives
1) Incentives for investment in domestic power plants
Power plant Type Agreement period
(years) PPA / SPP/ VSPP
Location Commercial operating date
(COD) Investment
promotion period Adder
Ratchaburi Power Plant IPP 25 Muaeng District, Ratchaburi Unit 1-2: 31 October 2000 Block 1-2: 18 April 2012 Block 3: 1 November 2012
8 years from COD N/A
Tri Energy Power Plant IPP 20 Muaeng District, Ratchaburi 1 July 2000 8 years from COD N/A
Ratchaburi Power’s Power Plant IPP 25 Muaeng District, Ratchaburi Block 1-2: 1 March 2008 Block 3: 1 June 2008
8 years from COD N/A
PTO-A and Expansion projects VSPP 5 Kong Krailat District, Sukhothai 27 June 2007 8 years from COD N/A
Sao Thian - A VSPP 5 Kong Krailat District, Sukhothai 26 January 2012 8 years from COD N/A
Solar Farm Solarta Co., Ltd.
Sai Yai Project VSPP 5
(Automatic-Renewal) Bang Len District, Nakhon Pathom 10 August 2012 8 years from COD
Baht 8 for 10 years
Sai Thong Project VSPP 5
(Automatic-Renewal) Bang Len District, Nakhon Pathom 1 August 2012 8 years from COD
Baht 8 for 10 years
Sai Sapan 1 Project VSPP 5
(Automatic-Renewal) Song Phi Nong District, Nakhon Pathom
17 August 2012 8 years from COD Baht 8 for 10
years
Sai Sapan 2 Project VSPP 5
(Automatic-Renewal) Song Phi Nong District, Nakhon Pathom
28 November 2012 8 years from COD Baht 8 for 10
years
Sai Ta Tong Project VSPP 5
(Automatic-Renewal Song Phi Nong District, Nakhon Pathom
25 July 2012 8 years from COD Baht 8 for 10
years
Part 1: Company's Business
Page 23
Power plant Type Agreement period
(years) PPA / SPP/ VSPP
Location Commercial operating date
(COD) Investment
promotion period Adder
Sai Prapa Project VSPP 5
(Automatic-Renewal Song Phi Nong District, Nakhon Pathom
20 July 2012 8 years from COD
Baht 8 for 10 years
Sai Yoi Project VSPP 5
(Automatic-Renewal Song Phi Nong District, Nakhon Pathom
31 Auust 2012 8 years from COD
Baht 8 for 10 years
Sai Sena Project VSPP 5
(Automatic-Renewal Sai Sena District, Nakhon Pathom 17 April 2012 8 years from COD
Baht 8 for 10 years
Solar Power Plants Solar Power (Korat 3) Co., Ltd.
VSPP 5
(Automatic-Renewal) Sida District,Nakhon Ratchasima
9 March 2012 8 years from COD
Baht 8 for 10 years
Solar Power Plants Solar Power (Korat 4) Co., Ltd.
VSPP 5
(Automatic-Renewal)
Chokchai District,Nakhon Ratchasima
14 May 2012 8 years from COD Baht 8 for 10
years
Solar Power Plants Solar Power (Korat 7) Co., Ltd.
VSPP 5
(Automatic-Renewal)
Dan Khun Tot District,Nakhon Ratchasima
30 May 2012 8 years from COD Baht 8 for 10
years
Huay Bong 2 Wind Farm SPP 5
(Automatic-Renewal)
Dan Khun Tot District,Nakhon Ratchasima
8 February 2013 8 years from COD Baht 3.5 for
10 years
Huay Bong 3 Wind Farm SPP 5
(Automatic-Renewal)
Dan Khun Tot District, Nakhon Ratchasima
14 November 2012 8 years from COD Baht 3.5 for
10 years
Part 1: Company's Business
Page 24
2) Invstment incentives for overseas power plant projects
Power plant Type Agreement period
(years) PPA / SPP/ VSPP
Location Commercial operating
date (COD) Investment
promotion period Adder
Nam Ngum 2 Hydroelectricity Power Plant IPP 27 (IOD+COD)
Nam Ngum River, approximately 35 km north of Nam Ngum 1 Dam and 90 km north of Vientiane
26 March 2011 (IOD) 1 January 2013 (COD)
N/A N/A
RATCH-Australia Corporation Limited’s power plants
Townsville PS SPP 20 Yabulu, Townsville,
Queensland 2004-2025 N/A N/A
Kemerton PS SPP 25
Bunberry, West Australia
2004-2030 N/A N/A
Kwinana PS SPP 25
Kwinana, West Australai
1996-2021 N/A N/A
Windy Hill Wind Farm SPP 15
Ravenshoe, Queensland
2000-1015 N/A N/A
Toora Wind Farm SPP Sold to Power Pool Toora, Victoria 2002 N/A N/A
Starfish Hill Wind Farm SPP Sold to Power Pool
Cape Jervis, South Australia
2003 N/A N/A
Remark IOD = Initial Operation Date) COD = Commercial Operation Date
Part 1: Company's Business
Page 25
2.2. Product Management
2.2.1. Major raw materials
Major raw material for electricity generating is fuel. Termal power plant uses
natural gas as the main source of fuel and heavy oil as the secondary source of fuel. Combined cycle
power plant uses natural gas as the main source of fuel and diesel as the secondary fuel source.
Water and other chemicals are also used in the water quality improvement process, which is crucial to
the production process. Details are as follows:
Type of fuel
1) Natural gas
Thermal power plants and combined cycle power plants use natural gas as
major soruce of fuel. The Company has directly made gas sales agreement with PTT Public Company
Limited since 27 October 2000. Under the 25-year agreement, PTT will source and sufficiently supply
431,000 BTU/day of natural gas fromYadana and Yetagun fields in Myanmar to the Ratchaburi Power
Plant. In terms of delivery, natural gas will be supplied by PTT through the 416-mile pipeline from the
Yadana Field to Thailand through Thong Pha Phum District, Kanchanaburi, to Ratchaburi Power
Plant.
EGAT made a Master Gas Sales Agreement with PTT Public Company Limited
on 27 October 2000. Under this agreement, the minimum take liability is clearly stated in case
Ratchaburi Electricity Generating Company Limited cannot receive all the gas supplied by PTT Public
Company Limited according to the master gas sales agreement.
The agreement also clearly specifies quality of the fuel. In case that the quality
of gas supplied by PTT PLC is lower than specified in the agreement, Ratchaburi Electricity
Generating Company Limited has the right to reject and consider this as PTT PLC’ failure to suppy
fuel as agreed. The agreement clearly states tht Ratchaburi Elecricity Generating Company Limited
will continue to receive availability payment. Ratchaburi Electricity Generating Company Limited
therefore has no risk related to PTT PLC’s failure to supply natural gas or to the company’s decline to
receive gas due to poor quality because such incidents do not affect the availability payment or
Ratchaburi Electricity Generating Company Limited’s capability under the power sales agreement.
On 29 August 2002 and 30 September 2002, the Company signed an
agreement with EGAT and PTT PLC to improve Ratchaburi Power Plant’s combustion system in order
to receive natural gas with higher temperature. The temperature stated in the existing gas sales
agreement is between 730-800 BTU/cubic foot. The Company received Baht 238.10 million
compensation for equipment wear and tear, fuel cost and others. The first compensation payment
was paid in 2002 totalling Baht 132.10 million for the improvement of the combustion system,
enabling it to handle the temperature that is as high as 830-840 BTU/cubic foot. The second payment
was received in 2005 totalling Baht 106.00 million for the improvement of Ratchaburi Power Plant’s
combustion system. There is no impact from such adjustment on the power plant’s operations.
Part 1: Company's Business
Page 26
2) Heavy oil
Regarding the power purchase agreement signed with EGAT, Ratchaburi
Electricity Generating Company Limited has to maintain sufficient reserve of heavy oil to support 5
days of full production capacity. EGAT built, installed and tested heavy oil distribution system and
facilities on Petchakasem Road, 6.5 kilometres away from the Ratchaburi Power Plant on 31 October
2000, according to the combined cycle power plant’s assets sales agreement. At present, the heavy
oil distribution system on Petchakasem Road is completedly built, installed and tested. Ratchaburi
Electricity Generating Company Limited has been operating the facility operations since 1 January
2005.
3) Diesel Oil
Diesel oil is used as secondary source of fuel for the Combined Cycle Power
Plant in case of insufficient supply of natural gas. Ratchaburi Electricity Generating Company
Limited has to ensure sufficient diesel oil reserve at least for 3-day full production capacity. Diesel oil
is transported to Ratchaburi Power Plant in oil tank trucks. The Combined Cycle Power Plant also
uses diesel oil for start-up.
Water Source and Demand
Ratchaburi Power Plant mainly uses water from the Mae Klong River and has a
water pumping station at Tha Rab Subdistrict, Muaeng District, Ratchaburi. Water level in the Mae
Klong River is controlled by the volume of water release from Mae Klong Dam which receives water
from 3 upstream dams – Srinakarin, Vajiralongkorn and Tha Thoong Na. The three dams are
responsible by EGAT while Mae Klong Dam is under the responsibility of the Department of Irrigation.
The power plant pumps up water from the Mae Klong River and channels it through
a steel pipe to the reservoir in the power plant. The pipe is 1.5 metre wide in its diameter, 10.7
kilometres long and is buried at least 1.5 meters under the ground surface. It is buried under the road
and canal. The reservoir can hold up to 1.68 million cubic metres, sufficient for 8.5 day of full
operation without addition water inflow.
The water pipe is laid along the existing high-voltage 115 KV electricity line and the
high voltage 500-KV electricity line that connect with the power plant. The company paid eviction fees
and compensation to tenants for servitude of land used for water pipeline in order to prevent possible
conflict over land use.
A study on water resource management and consumption, including water balance
of the entire Mae Klon River basin using the Reservoir Simulation method by Mahidol University,
showed that the Mae Klong River Basil will not experience water shortage. Water level in the
Srinakarin and Khao Laem dams remain high and that 430 million cubic metres and 220 million cubic
metres respectively can be channeled for agicultural and other acitivites. In case of water shortage
emergency, EGAT will work closely with the Department of Irrigation in considering releasing more
water without adverse impact on other areas of water consumption. The study made in 2000 by
Part 1: Company's Business
Page 27
Sargent & Lundy, an independent technical advisor, showed that Ratchaburi Power Plant consumes
very little water or approximately 0.5 per cent of the total water demand of 11,200 cubic metres.
Chemicals
Chemicals are used in improving water quality to produce clean and mineral-free
water. They are mostly sourced from local producers.
2.2.2. Reduction of Environmental Impact
In 2013, the Company continued to keep focus on carbon dioxide management
to reduce impact on the climate change. All its power plants have adopted and implemented the ISO
14001 to ensure that pollutants from fuel combustion in the electricity generating process are
maintained within the level allowed by laws. The level of pollutants emitted from its power plants is
maintained at biodegradable level without harming lives and the environment. The strict
implementation has enabled all power plants to efficiently control and manage the environment quality
at the above standard level.
All its power plants also campaigned for less energy consumption in order to
reduce electricity generating activities that increase pollutants from fuel combustion. Ratchaburi
Power Plant which is the Company’s major powerplant has introduced the energy-saving activity
since 2005 and can reduce power consumption by 67,259,651 KWh and reduce the total carbon
dioxide emission by 34,886 tons.
The Company has increased weight for investment in renewable energy which is
clean energy that does not cause carbon dioxide or harm the environment while reducing impact on
Global Warming. More importantly, these energy sources can be renewed, meaning that fossil fuel
will last longer due to less consumption. The Company has adjusted its goal by increasing production
capacity of electricity using renewable energy from 200 MW to 500 MW. In 2013, the Company had
total 156.45 MW installed capacity in Thailand and other countries which can reduce carbon dioxide
by 230,855 ton per year.
Renewable energy has been one of the Company’s key focus and one of its
major businesses. In addition to economic growth, the Company’s renewable energy focus will also
address the corporate’s goal in carbon dioxide management. Many renewable energy investment
projects in Thailand and overseas are in the pipeline.
For other activities than electricity generation, the Company has promoted and
encouraged forest preservation for more carbon dioxide absorption. The Company has been working
with the Department of Forestry in operating the “Love the Forest and the Community Program” for
sixth consecutive years. The program promoted community participation in preserving forests under
the Department of Forestry’s forest community initiative. Community forest is a strategy implemented
by the Department of Forestry to maintain at the country’s forest area at at least 40 per cent. The
“Love the Forest and the Community Program” has been implemented through various activities. In
2013, the project has been implemented and covering 109,792.16 rai which can absorb carbon
Part 1: Company's Business
Page 28
dioxide by as much as 219,584.33 tons per rai per annum. It is convinced that the overall forest areas
of 109,792.6 will become intact and maintain the fertility of the areas, making them the biggest source
of food and water and with very good preservation scheme.
Ratchaburi Power Plant’s environmental quality monitoring plan introduced in 2013 is as follows:
Activities Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Physical Information Meteorological information Overall air quality Accuracy of CEMS Accuracy of AQMS Stack Emission Overall noise level Quality of surface water Quality of underground water/ shallow well
Quantity and quality of waste water
Quality of waste water in gypsum monitoring well
Soil quality Bio information Plankton and surface animals Type and volume of animals Usage Transport Water management and usage
Flood control and water drainage
Quality of life Waste treatment Public health/ statistics related to diseases
Health check-up Occupational health : Dust : Noise : Heat : Light intensity : Acid evaporate - chemicals : Legionella Bacteria in cooling tower
Accident statistics Quality of life/ perception/ opinion of the public
Remarks: = Activities done in the year
CEMS: Continuous Emission Monitoring System
AQMS: Ambient Air Quality Monitoring System
Part 1: Company's Business
Page 29
Expenses related to environmental activities in 2014
Items Expense (million baht)
Environmental quality monitoring at Ratchaburi Power Plant 4.71
Environmental quality monitoring at Petchakasem heavy oil system 0.94
Waste water quality system control at Ratchaburi Power Plant 0.25
Certification of environment, health and safety standard (ISO 14001/OHSAS18001)
0.34
Waste treatment 1.60
Total 7.84
In 2015, Ratchaburi Electricity Generating Company Limited prepared budget for
environment, health and safety activities as follows:
Items Expenses (million baht)
Environmental quality monitoring at Ratchaburi Power Plant 4.70
Environmental quality monitoring at Petchakasem heavy oil system 0.94
VOCs 0.50
Waste water quality measurement at Ratchaburi Power Plant 0.25
Certification of environment, health and safety standard (ISO 14001/OHSAS18001)
0.31
Rain analysis 0.30
Analysis of irregularity (according to complaints/ weakness) 0.60
General waste treatment 0.26
Production waste treatment 0.84
Monitoring of heavy metal sampling in fish 0.30
Recycled waste bank 0.70
Total 8.90
2.3. Market and competition
2.3.1. Electricity sales
The Company sells electricity solely to EGAT according to the power purchase
agreement. Electricity is transmitted through EGAT’s distribution network. Electricity from generators
will be passed through transformer to increase voltage and distributed to switchyard, 500-KV and 230
KV high-voltage power stations. The electricity will be transmitted from EGAT’s network to the
Metropolitan Electricity Authority and Provincial Electricity Authority before it is distributed to
consumers in general.
Part 1: Company's Business
Page 30
2.3.2. Electricity Producer and National Attribution Capacity
Total installed capacity as of December 2013 was 33,681.03 MW. Out of this,
15,010.13 MW (44.57 per cent) is contributed by EGAT, 12,741.70 MW (37.83 per cent) is contributed
by large power producers, 3,524.60 MW (10.46 per cent) by small power producers and 2,404.60 MW
(7.14 per cent) is bought from neighboring countries.
Attribution capacity and Local power producers as of December 2014
Power Plant Total
MW %
- Ratchaburi Electricity Generating Holding Public 3,481.00 10.04
- Khanom Electricity Generating Co., Ltd. 748.20 2.16
- Global Power Synergy Company Public Limited 700.00 2.02 - Tri Energy Company Limited 700.00 2.02 - Glow IPP Company Limited (Bor Win) 713.00 2.06 - Eastern Power Company Limited 350.00 1.01 - BLCP Power Company Limited 1,346.50 3.88 - Gulf Power Generation Company Limited 1,468.00 4.23 - Ratchaburi Power Company Limited (Unit 1) 1,400.00 4.04 - GHECO-One Company Limited 660.00 1.90 - Gulf JP Company Limited 1,600.00 4.62 - Small power producers 3,614.60 10.43 Total domestic power 16,781.30 48.40 Total power bought from overseas 2,404.60 6.94 Total production capacity of EGAT 15,482.13 44.66
Total 34,668.03 100.00
Remark: Ratchaburi Electricity Generating Company Limited has a total installed capcity of 3,645 MW with dependable contracted capcity sold to EGAT of 3,481 MW
Source: Electricity Generating Authority of Thailand
Part 1: Company's Business
Page 31
2.3.3. Power Industry and Competition
Power and related businesses play an important role inthe development of
national infrastructure and other sectors. While the public awareness on market situation,
environment and security of electricity generating system is increasing, many countries in the same
and nearby regions are grouping together to address this concern. As a result, the trend of
international business in these country blocks is positive.
To maintain growth and sustainability in the power business, the Company
understands well and sees that in-depth understanding of the business and capability to address
rapidchanges are crucial. The Company therefore continuously monitors the industry overview in both
target and non-target countries for investment. The industry overview and the Company’s
competitiveness can be summarized as follows:
Power industry in Thailand
In 2014, Thailand’s maximum electricity demand was 26,942.10 MW. Capacity
by type of power plants, from January-November 2014, is categorized as follows: hydroelectric power
plants, 2.98 per cent; thermal power plant, 13.74 per cent; thermal power plants, 24.42 per cent, gas
turbine 0.21 per cent and the 58.65 per cent remaining which is purchased locally and overseas.
Electricity consumption in major markets
Market and competition in Commonwealth of Australia
It is expected that by the year 2023, total electricity generating capacity would
be increased by 20.4 per cent which is equal to 267.0 TWh. Renewable energy, coal and natural gas
will be the fastest growing sectors. Situation and competition in Australia will remain high due to
excessive installed capacity. New entrants will also affect domestic demand. Coupled with unclear
government policy on support through Renewable Energy Target (RET), investment and project
development in Australia are directly affected.
Market and competition in Republic of Indonesia
According to its energy policy, the Indonesian government has assigned PLN
Batubara Company to acquire a coal mine business. The action was taken as there was a forecast
that coal demand and growth will increase in the future. At the same time, dropping global coal price
makes it the right time to invest and grow business. Meanwhile, domestic electricity demand remains
high according to GDP growth, resulting in constantly increasing competition in Indonesia’s energy
sector in accordance with growth in the household and industrial sectors.
Market and competition in Cambodia
From 2015-2023, total electricity generated in Cambodia will be increasing by
16.9 per cent on average. Such significant growth is expected to come from natural gas and hydro
electric power plants. Cambodia currently has many hydroelectric power plant projects under
Part 1: Company's Business
Page 32
development. The number of power plants will be increasing continuously until the end of 2016.
Renewable energy will also play an important role in pushing for growth. It is expected that net energy
consumption will increase from 3.2 TWh in 2014 to 8.9 TWh in 2023. This opens new opportunities for
investment in the country’s energy sector. However, unclear government policy related to energy
business investment, security and political stability remain major limitation on project development.
Market and competition in Lao PDR
Lao PDR’s government has a policy and plan to develop hydroelectricity for
efficient and sustainable development while reducing impact on the environment and the population
as well as protecting watershed forests. Its national policy was crafted based on four main concepts.
(1) Maintain and expand installed capacity to ensure stability and credibility while promoting national
ability to sustainably produce electricity. Electricity development is targeted to be increased to 90 per
cent by 2020. (2) Improve and expand the Grid System to support industrial sector development,
update current policy and connect Lao’s network with the energy sector in ASEAN through various
energy exchange programs. (3) Encourage business operators and private companies to increase
hydroelectric power plants’ capacity in the country. (4) Promote energy with the target to increase
energy ratio to 30 per cent of the total energy used for electricity generation by 2025. To achieve this
target, the government will offers attractive power purchase rate. The policy has shown that the Lao
government has a clear direction and policy to support this industry, creating good opportunity for
further investment expansion.
Market and competition in the Republic of the Union of Myanmar
The lift of boycott policy has encouraged multinational companies to seek
investment opportunitiesin Myanmar, especially in mining, oil, natural gas, telecommunications, power
industries and infrastructure development. Investors, however, have to closely monitor the situation
due to the rapid changes in the country’s energy policy, monetary and banking stability policy and
political issue in other cities. Energy policy and market situation in Myanmar is likely to become
clearer after 2015. It is expected that in 2015 the total hydroelectricity volume generated in Myanmar
will be only 300 MW. Considering that 2,700 MW will be developed from 2016-2021, and the average
growth is 7.8 per cent per year, the opportunities to invest in the country is huge. Business expansion
and partnership would support growth and add value to the business.
There are opportunities and threats in terms of investment, partnership,
clarity of government policy, and copital required for project development. The Company has to
ensure that its plan and business direction directly address these market situation and competition
while supporting corporate investment policy, return on investment target, acceptable risk level of
each project development and the opportunity presented by the integration of ASEAN Economic
Community which will promote trade and investment liberalization. As stated in its vision, mission and
policy, the Company has been aware and given high importance to the market situation in Thailand
and other countries, especially target countries, ASEAN and the Asia-Pacific. The Company will
continue to optimize its asset management, focus on new power plant projects in the region that it is
Part 1: Company's Business
Page 33
operating in, new partnership for investment in new markets, creation of added value through
investment expansion in related businesses as well as strengthening internal capability.
Power industry in ASEAN
At the 32nd ASEAN Ministers on Energy Meeting in Vientiane, Lao PDR, on 23
September 2014, the meeting called for ASEAN member countries to cooperate in order to achieve
the ASEAN Plan of Action for Energy Cooperation (APAEC) 2000-2015. The plan will enable the
region to maintain energy stability, security and development that is environmentally friendly and
sustainable.
The meeting also pushed for the Trans-ASEAN Gas Pipeline (TAGP) and the
ASEAN Power Grid (APG) initiatives. The two initiatives’ target is to boost the use of renewable
energy in the region up to 15 per cent of the total power consumption. In addition, the meeting
promotes technological cooperation, clean coal technology, nuclear power for peace and efficient use
of energy within ASEAN. The ASEAN Centre for Energy (ACE)’s capability will be enhanced through
budget increase, recruitment of the Centre’s Director with high capability to optimize organizational
efficiency and building of energy regulators’ network across ASEAN.
In response to the meeting’s resolutions, Thailand’s Ministry of Energy has
prepared Power Development Plan 2015 (2015-2036), focusing on increasing the variety of sources
of fuel used for power generation which will contribute to long-term electricity security. Natural gas
used for power production will be reduced to 30 per cent while clean coal technology will be increased
from currently 20 per cent to 30 per cent. The Department of Alternative Energy Development and
Efficiency has adjusted the ratio of electricity generated from renewable energy from 20,000 MW by
2036, approximately 25 per cent of the total capacity, down to 17,500 MW or approximately 20 per
cent. Electricity generated from biomass and garbage will be fully promoted at the beginning of the
plan while 2,000 MW nuclear power plant will be promoted at the end of the plan.
3. Risk Factor
The Company considers that it is important to regularly assess and analyze significant risk
factors that may have short-term, medium-term and long-term impact on the Company’s Group’s
operations. It regularly reviews risk assessment criteria, in terms of possibility and impact they may
have on the Company’s Group’s business operations, to ensure that the criteria always orrespond to
the Company’s Group’s strategic plan and allow for effective risk management that best address the
rapidly changing market conditions. This is crucial to support business growth and increase returns to
investors because risks from various factors are unavoidable for a business that invests or expands
its electricity generating activities and related businesses in Thailand and overseas. To ensure that
the Company has in place sufficient and appropriate risk factor management, monitoring and control,
the Company always takes careful action in every business process with caution and prudence. Risks
are managed and controlled within the acceptable level. These measures are considered important to
increase success rate of the Company’s Group as planned. The Board of Directors, therefore,
Part 1: Company's Business
Page 34
assigned the Risk Management Committee to oversee the policy related to risk management and
formulate measures to prevent, alleviate and solve the impact that may occur. The Management is
obliged to follow the policy set by the Risk Management Committee and regularly report the result to
the Audit Committee and the Board of Directors. The Risk Management Committee also established a
Working Group, comprising top level of executives from all disciplines and chaired by Chief Asset
Management Officer, to analyze, monitor, assess and manage risks and report to the Risk
Management Committee on quarterly basis. Major risk factors that may affect the Company’s
business operations and prevention measures are as follows:
Domestic and Overseas Competition Risks
The Company has invested in electricity generating and related businesses in Thailand and
overseas according to the Company’s Group’s strategic plan. Investment, both for existing project
capability expansion and new project development, would be unavoidably subjected to competition
risks from existing and new competitors in local market and overseas. Machinery and technology
suppliers, contractors and fuel suppliers are also interested in energy business. This represents the
diversity and intense competition in the energy sector. It is important to manage financial cost,
machinery cost and project construction management cost as well as to have clear investment
direction and measures in order to ensure that they comply with related local and international laws,
rules and regulations while enabling the Company to remain competitive. To achieve this, the
Company has to assess risk and prepare well in terms of personnel, experts and other factors so that
it can continually increase capability and competitiveness. Risk management direction has been
prepared focusing on seeking business partners whose investment policy matches with the
Company’s Group’s business direction. This is to reinforce the Company’s Group’s capability and
competitiveness. At the same time, the Company always seeks new opportunity to invest in
commercially operated power plant projects with high potential for production capacity expansion to
immediately recognize additional income while reducing risks related to competition in new project
development and construction period. The Company also assigned the Business Development
discipline to analyze and assess risks related to the projects that the Company is interested to invest
in or enter into joint investment. The analysis would include a comparison of all risk factors that may
affect project development cost and future operations, enabling the Company to prepare effective risk
prevention measures from the project development process through to commercial electricity
generating process.
Financial Risks
Energy is a capital intensive business and most of the Company’s capital has been obtained
through loans from local and international financial institutes. Considering this, the Company views
financial risks, ranging from interest rate fluctuation, foreign exchange and cash management, as very
an important factor that requires efficient management. The Company therefore has concentrated on
managing financial cost at the competitive level by looking for low-cost loans from financial institutes,
managing fixed and floating interest rates at the right level to reduce risk from the rapidly changing
Part 1: Company's Business
Page 35
monetary market, and using various hedging instruments to control and maintain fluctuation at the
very acceptable rate. The Company also ensures a balance between loan currency and income in
order to minimize risks from exchange rate and efficiently manage cash to best address the
Company’s financial needs to achieve investment effectiveness and efficiency.
Operations Risks
While the Company is seeking opportunity to grow its business through domestic and
overseas investment, there are many risks that may affect the Company’s operations and hinder the
Company from achieving its goals. Such risks include economic development, political factor, different
business environment, community and local culture. To ensure that its return on investment and
operational performance will be as planned, the Company pays high attention to the Company’s
Group’s consolidate asset management as well as in each domestic and overseas investment activity.
High level executives with good knowledge, understanding and experience in terms of both business
and local culture, have been assigned to manage and oversee the operations in those countries.
Close monitoring and in-depth analysis by these executives are crucial to help the Company to
understand existing situation and formulate or adjust management direction to appropriately address
the changing situation. The Company’s Asset Management discipline has also been assigned to be
responsible for monitoring the operations of the Company and companies in the Company’s Group,
analyze and compare investment returns against the goal on monthly basis. Efficiency indicator of
each project has been clearly identified. Operational performance assessment has been regularly
conducted on quarterly basis. In addition, the Strategic Plan Management Strategic Plan
Management Team, consisting of top executives from all disciplines, was established to screen,
monitor operations, review policy and set strategic management framework for the Company’s Group
in accordance with current situation and goal. This helps reduce operational risks while concretely
increasing success opportunity. Short, medium and long-term operations plans have been established
to support growth and add value to its business in a sustainable manner as stated in corporate goals
and strategic plan.
Personnel Risks
The rapid expansion and high competition of the energy market has resulted in the shortage
of knowledgeable persons with expertise and related experience. This factor may affect the
Company’s investment expansion and other activities that drive the Company towards success and
achieving goals. Human resource development has therefore been in focus as the Company puts in
place a comprehensive human resource development plan, from recruitment, selection and
maintenance of capable persons, motivation and fair and competitive remuneration and good benefits
compared to the industry standard. In addition, the Company adopts on-the-job training and job
rotation to enhance its personnel competency and knowledge that best supports the Company’s
requirement. The human resource development process is crucial to support the Company’s future
growth in Thailand and overseas and its future investment and project development plan.
Part 1: Company's Business
Page 36
Corporate Reputation Risks
The Company understands that its investment, development and expansion activities, ranging
from development to construction and power plant operations, which are designed to achieve the
preset goals, may have impact on stakeholders, including community, society or the environment. To
ensure public confidence and recognition in the Company’s professionalism, the Company has
continued its commitment to all obligations and compliance to related laws and regulations,
environmental impact reduction as stated in the Environmental Impact Assessment (EIA), and
accurate, sufficient and timely disclosure of information. The Company has maintained its reputation
and good corporate image through effective communications and corporate social (CSR) activities,
including community relations and environment conservation activities, regular visits and participation
in community activities. Considering itself as a part of the society, the Company is committed to living
in harmony with community, society and the environment, ensuring recognition and trust from
community and creating added value to the society in the long run.
Compliance Risks
Local and international organizations have been increasingly strict in introducing rules,
regulations and laws related to electricity generating business and related business to control,
monitor, prevent, reduce and minimize impact that may occur amidst the rapidly changing economic,
social, political, technology and environmental situations that may affect stakeholders and the public.
Such regulations and laws are designed to minimize or control impact from such risks to the lowest
possible or acceptable levels. At the same time, they open new opportunity for a corporate to achieve
its goal in creating added value to its business, grow and increase long-term returns to shareholders.
In making decision on investment or business expansion, the Company’s Group has to thoroughly
consider, study and understand rules and regulations related to its business operations, society,
environment, occupational health and safety. It has to clearly set measures on closely monitoring of
legal and regulation changes in order to be able to prepare and avoid possible risks related to the
regulatory and legal changes.
The Company is fully aware of and committed to managing risks in all aspects to ensure
smooth business operations and ability to achieve its goal of becoming a leading value-oriented
integrated energy company in Asia-Pacific by operating its business with full respect to related laws,
regulations and rues.
Part 1: Company's Business
Page 37
4. Asset
4.1. Land, buildings and equipment
1) Ratchaburi Electricity Generating Holding Public Company Limited
Assets
Net residual value (million baht)
As of 31 Dec 2014
1. Land 295.99
2. Building and construction 284.51
3. Vehicles 3.78
4. Durable articles
4.1 Office furniture 158.12
4.2 Office equipment 13.34
4.3 Communication system 0.15
4.4 Computer system 41.47
4.5 Wind farm equipment 2.67
Total 800.03
Remarks: 1) Assets stated above are property of Ratchaburi Electricity Generating Holding Public Company Limited
2) Not including land for future projects. Asset value on date of purchase is Baht 305.39 million and residual value as of 31 December 2014 is Baht 305.39 million.
2) Ratchaburi Electricity Generating Company Limited
Assets
Net residual value (million baht)
As of 31 Dec 2014
1. Land, comprising
1.1 Land: Ratchaburi Power Plant, 2,158 rai 1 ngan 28.6 square wah*
661.12
1.2 Land: Water pumping station, 2 rai 2 ngan 50 square wah* 3.74
1.3 Land: Pier, 6 rai 1 ngan 63 square wah* 8.27
1.4 Land: Unused land (Petchaburi province), 52 rai 89.9 square wah*
29.94
1.5 Land: Public road, pond and waterway,19 rai 2 ngan 81.6 square wah*
22.22
1.6 Land: Petchakasem heavy oil reception facility, 30 rai 3 ngan 44 square wah*
26.67
1.7 Land : Tri Energy Power Plant, 335 rai 2 ngan 12 square wah* 88.49
Part 1: Company's Business
Page 38
Assets Net residual value
(million baht) As of 31 Dec 2014
2. Power Plants
2.1 Ratchaburi Power Plant equipment 264.07
2.2 Tri Energy Power Plant equipment 87.72
2.3 Communications equipment in power plants 195.59
2.4 Equipment and tools in Power Plant 24.12
3. Buildings
3.1 Buildings 15.91
3.2 Building improvement 5.40
3.3 Facilities around power plants 6.83
4. Vehicles 1.24
5. Durable articles and equipment
5.1 Furnishing and installation 2.72
5.2 Office equipment 21.46
5.3 Communication system equipment 0.92
5.4 Computer and network 6.78
6. Machinery under installation 5.75
Total 1,478.96
Remark: Assets stated above are the property of Ratchaburi Electricity Generating Company Limited
3) Ratchaburi Energy Company Limited
Assets
Net residual value (million baht)
As of 31 Dec 2014
1. Land 21.45
2. Power Plant
2.1 Power plants using flared gas from oil rig 89.55
2.2 Communications equipment in power plants 0.28
2.3 Machinery and tools at power plants 0.03
Part 1: Company's Business
Page 39
Assets
Net residual value (million baht)
As of 31 Dec 2014
3. Durable articles
3.1 Office equipment 0.02
3.2 Decorations and installation 0.30
3.3 Computer and network 0.02
Total 111.65
Remark: 1) Assets stated above are the properties of Ratchaburi Energy Company Limited and subsidiaries 2) Not include land for future projects. Asset value as of purchase date is Baht 12.69 million and residual value
as of 31 December 2014 is Baht 12.69 million
4) RATCH-Lao Services Company Limited
Assets
Net residual value (million baht)
As of 31 Dec 2014
1. Durable articles
1.1 Office decorations 4.96
1.2 Office equipment 1.20
1.3 Communications system 0.04
1.4 Computer system 0.55
2. Vehicles 0.25
3. Works under construction 0.36
Total 7.36
Remark: Assets stated above are properties of RATCH-Lao Services Company Limited
Part 1: Company's Business
Page 40
5) RATCH-Australia Corporation Limited and Subsidiaries
Assets
Net residual value (million baht)
As of 31 Dec 2014
1. Land 219.51
2. Power plants
2.1 Power plants 3,326.12
2.2 Gas turbine power plants’ equipment 8,375.62
3. Buildings and constructions 159.57
4. Durable articles
4.1 Computer and network 1.37
Total 12,082.19
Remark: 1) Assets as stated above are the properties of RATCH-Australia Corporation Limited and subsidiaries
2) As of 31 December 2014, RATCH-Australia Corporation Limited and subsidiaries have mortgaged land, buildings
and power plants as well as power plants equipment at AUD 100 million (Baht 2,688.53 million) for used as
collateral for long-term loans
4.2 Investment in subsidiaries, jointly-controlled entities and joint ventures
Name Type of business
Registered
capital
Investment Proportion
Investment cost
(M. Baht)
Subsidiaries
1. Ratchaburi Electricity Generating Co., Ltd.
Electricity generating
Baht 21,900.00 million
99.99 % 21,900.00
• Holds 45% in Ayudhya Power Company Limited, a jointly-controlled entity
• Holds 40% in Nava Nakorn Electricity Generating
• Company Limited, a jointly-controlled entity
• Holds 40% in Ratchaburi World Cogeneration Company Limited, a jointly-controlled entity
• Holds 35% in Ratchaburi Cogeneration Company Limited*, a jointly-controlled entity
2. Ratchaburi Alliances Company Limited
• Holds 25% stake in Ratchaburi Power Company Limited, a jointly controlled entity
Invest in electricity generating business
Baht 420.00 million
99.99 % 420.00
Part 1: Company's Business
Page 41
Name Type of business
Registered
capital
Investment Proportion
Investment cost
(M. Baht)
3. Ratchaburi Energy Company Limited
• Holds 49% in Solarta Company Limited, a jointly-controlled entity
• Holds 40% in Solar Power (Korat 3) Company, Limited, a jointly-controlled entity
• Holds 40% in Solar Power (Korat 4) • Company, Limited, a jointly-controlled
entity • • Holds 40% in Solar Power (Korat 7)
Company, • Limited, a jointly-controlled entity • • Holds 40% in Songkhla Biomass
Company • Limited, a jointly-controlled entity • • Holds 40% in Songkhla Biofuel
Company • Limited, a jointly-controlled entity • • Holds 60% in Oversea Green Energy • Company Limited, a jointly-controlled
entity
Invest in electricity generating business using renewable energy and related businesses
Baht 640.00 million
99.99 % 640.00
4. RATCH-Lao Services Company Limited
Operating and maintaining power plant, and investing and operating business activities related to investment in Lao PDR
USD 2.50 million
99.99% 77.86
5. RH International Corporation Limited
• Holds 100% in RH International (Mauritius) Corporation Limited, a subsidiary that holds 100% in RH International (Singapore) Corporation Pte. Limited. Meanwhile, RH International (Singapore) Corporation Pte. Limited holds 80% in RATCH-Australia Corporation Limited and other subsidiaries
Investing, developing and operating overseas electricity generating and related businesses
Baht 7,000.00 million
99.99% 7,000.00
5. RATCH O&M Company Limited
Operating and maintaining power plants
Baht 10.00 million
99.99% 2.50
Total 30,040.56
Part 1: Company's Business
Page 42
Name Type of business
Registered
capital
Investment Proportion
Investment cost
(M. Baht)
Jointly-controlled entity and affiliations
1. SouthEast Asia Energy Company Limited
(holding 33.33% in Nam Ngum 2 Power Company Limited, a jointly-controlled entity)
Investing, developing and operating electricity generating business in Lao PDR
Baht 6,606.75 million
33.33 % 2,202.25
2. Chubu Ratchaburi Electric
Services Company Limited
Providing powerplant operation and maintenance services
Baht 20.00 million
50.00 % 10.00
3. Hongsa Power Company Limited
Electricity generating business
USD 76.00 Million
40.00 % 983.12
4. Phu Fai Mining Company Limited
Coal mining business
USD 0.05 Million
37.50 % 0.63
5. Nam Ngum 3 Power Company Limited
Electricity generating
USD 0.30 Million
25.00 % 0.45
6. KK Power Company Limited Electricity generating
USD 1.00 Million
50.00 % 15.45
7. Xe-Pian Xe-Namnoy Power Company Limited
Electricity generating business
USD 306.00 Million
25.00 % 675.32
8. First Korat Wind Company Limited
Electricity generating business
Baht 1,996.02 Million
20.00 % 399.20
9. K. R. Two Company Limited Electricity generating business
Baht 1,827.00 Million
20.00 % 365.40
Total 4,651.82
Other investment
1. EGAT Diamond Service Company Limited
Providing power plant’s gas turbine maintenance service
Baht 623.00 Million
10.00 % 62.30
Total 62.30
Part 1: Company's Business
Page 43
The Company is committed to investing, developing and operating electricity generating and
related businesses to achieve its vision of being a leading value-oriented integrated energy company
in the Asia-Pacific. Investment Committee was set up to formulate strategies, goals and investment
plan as well as investment budget and returns or other benefits from the investment that will support
the Company’s production capacity increase and growth. The Committee is also responsible for
screening investment projects as proposed by the Management to ensure that all its investment
projects are interrelated and support the corporate policy according to the Company’s investment
plan, based on the best possible economic returns and other related risks; monitoring, auditing and
assessing the investment and report to the Board of Directors for acknowledgement.
5. Legal Dispute
As of 31 December 2014, the Company has some legal disputes from normal business
operations. Apart from those stated in this section, there is no other case that the Company is the
defendant with the value of monetary claim exceeding 5 per cent of the total equity. The Company is
not involved in other cases or legal dispute that has significant impact on the Company’s business but
cannot specify the impact on number terms or case that is not caused by normal business operations.
1. The Company was the defendant in a case where the plaintiff claimed that the Company
allegedly breached the agreement on joint venture for a power plant project bidding. The action
reportedly caused damage to the plaintiff and preventing it from receiving benefits from winning the
bidding. The plaintiff requested the Company to pay Baht 825 million compensation. The Company
Management, however, strongly believed that the Company was innocent and did not breach the
contract as claimed. The Company was strongly confident in defending its claims in terms of fact and
legal issue. The Company therefore, did not record liability that may occur from such case in its
financial statements. The case is under consideration by the Civil Court.
2. The Company was a co-defendant (3rd defendant) with Hongsa Power Company Limited
(1st defendant) in a legal case where the plaintiff was treated unfairly in a mining services project
bidding in Lao PDR in which the plaintiff entered a co-bidding offer with Hongsa Power Company
Limited. The plaintiff requested Baht 200 million compensation. The case is under consideration of the
President of the Supreme Court on the court’s jurisdiction.
Part 1: Company's Business
Page 44
6. General Information of the Company, Subsidiaries, Affiliates and Joint Ventures
Ticker symbol : RATCH
Office : 8/8 Moo 2 Ngamwongwan Road, Bangkhen, Muang, Nonthaburi 11000
Tel. : +66 2794 9999
Fax. : +66 2794 9998
Website : www.ratch.co.th
Email : [email protected]
Registered No. : 0107543000031
Nature of business : Invest, develop and operate electricity generating and related businesses
Establishment : 7 March 2000
Stock registered date : 13 October 2000
First trading day : 2 November 2000
Registered capital : 14,500 million baht (1,450 million ordinaryshares)
Par value : 10 baht
Paid up capital : 14,500 million baht (as of 26 October 2000)
Registrar : Thailand Securities Depository Company Limited
62 Stock Exchange of Thailand
Building Ratchadapisek Road, Khlong Toey Bangkok 10110
Tel. : +66 2229 2888
Fax. : +66 2654 5427
Auditor : KPMG Poomchai Audit Company Limited
95 Empire Tower, 48th Floor South Satorn Road, Bangkok 10120
Tel. : +66 2677 2000
Fax. : +66 2677 2222
Legal Advisors : Baker & McKenzies Thailand Company Limited
990 Abdulrahim Place, 25th Floor, Rama IV Road, Bangkok 1050
Tel. : +66 2636 2000
Fax. : +66 2636 2111
Part 1: Company's Business
Page 45
: Linklaters (Thailand) Ltd.
87/1. Capital Tower, All Seasons Place,
20th Fl Wireless Road, Bangkok 10330
Tel. : +66 2305 8000
Fax. : +66 2305 8010
Company Secretary : Mr. Nawapol Disathien
Email : [email protected]
Tel. +66 2794 9530
Fax. +66 2794 9888 ext. 9530
Corporate Affairs : Mrs. Charusuda Boonkerd
Email: [email protected]
Tel. : +66 2794 9940
Fax. : +66 2794 9888 ext. 9940
Internal Audit : Mr. Pornchai Chamnongdet
Email: [email protected]
Tel. : +66 2794 9520
Fax. : +66 2794 9888 ext. 9520
Investor Relations : Ms. Ananda Muthicharoen
Email: [email protected]
Tel. : +66 2794 9841
Fax. : +66 2794 9888 ext. 9841
Status asof 31 December 2014
1. The Company’s total attribution installed capacity is 6,578.12 MW, including
1.1. 5,565.75 MW from the total of 15 commercially operating power plants and other
investment
1.2. 1,012.37 MW from 7 projects under construction and development
2. The Company’s Group comprises
2.1. 12 subsidiaries
2.2. 22 jointly-controlled entities and affiliates
2.3. 1 other investment
Part 2 Management and Corporate Government
Page 57
Part 2
Management and Corporate Government
7. Securities and shareholders
7.1. Company’s securities
Ratchaburi Electricity Generating Holding Public Company Limited has a total paid
registered capital of Baht 14,500 million, including 1,450 million paid up shares at Baht 10 par value.
7.2. Subsidiaries’ debentures
1. On 31 March 2011, Ratchaburi Electricity Generating Company Limited (the major
subsidiary) issued 13 series of unsubordinated and unsecured debentures with debentureholders’
name and without representative with total value of no more than Baht 13,286,000,000. The
debentures became mature in 2012, totaling Baht 7,603,200,000 while those mature in 2014 totalling
Baht 4,961,400,000. As of 31 December 2014, there are 5series of debentures yet to be mature worth
Baht 721,400,000 with details as follows:
Type : Unsubordinated and unsecured debentures with debentureholders’ name and without representative
Maturity period : 4 years
Total value of issued debentures : Baht 721,400,000
Amount on offer : 721,400 units
Face value : Baht 1,000
Offered price : Baht 1,000
Date of issue : 31 March 2011
Maturity Date : 31 March 2015
Interest rate and period : Fixed at 3.940 per annual throughout debenture life
Interest payment : Paid every 6 months on 31 March and 30 September of each year throughout the debenture life. The first payment was made on 30 September 2011. The last interest payment is made on the maturity date.
Payback period : Payback in full on maturity date
No. of remaining debentures : 721,400 units (as of 31 December 2014)
Part 2 Management and Corporate Government
Page 58
Residual value of debentures : 721,400,000 units (as of 31 December 2014)
Credit rating : AA (TRIS Rating)
2. On 24 August 2011, RH International (Singapore) Corporation Limited (subsidiary)
offered unsubordinated and unsecured and debentures in Japanese yen to international investors.
Total value is Yen 15,000,000,000 and the maturity date is in 2026. The Company is the guarantor of
all the debentures as follows:
Type : Unsecured and unsubordinated debentures
Maturity period : 15 years
Total value of issued debentures : Yen 15,000,000,000
Date of issue : 24 August 2011
Maturity Date : 24 August 2026
Interest rate and period : Fixed at 2.720% per annum throughout debenture life
Interest payment : Paid every 6 months on 24 February and 24 August each year throughout the debenture life. The first payment was made on 24 August 2012. The last interest payment is made on the maturity date.
Payback period : Payback in full on maturity date
Residual value of debentures : Yen 15,000,000,000 (as of 31 December 2014)
Credit rating : BBB (Standard & Poor’s)
3. On 2 May 2014, RH International (Singapore) Corporation Limited (subsidiary) offered
debentures in US Dollar of Senior Note to international investors. Total value is USD 300,000,000 and
the maturity date is in 2019. The Company is the guarantor of all the debentures as follows:
Type : Senior Note
Maturity period : 5 years
Total value of issued debentures : USD 300,000,000
Date of issue : 2 May 2014
Maturity Date : 2 May 2019
Interest rate and period : Fixed at 3.50% per annum throughout debenture life
Part 2 Management and Corporate Government
Page 59
Interest payment : Paid every 6 months on 2 May and 2 November each year throughout the debenture life. The first payment was made on 2 November 2014. The last interest payment is made on the maturity date.
Payback period : Payback in full on maturity date
Residual value of debentures : USD 300,000,000 (as of 31 December 2014)
Credit rating : BBB (Standard & Poor’s ), Baa2 (Moody's)
7.3 Shareholding Structure: Top 10 Shareholders
Part 2 Management and Corporate Government
Page 60
7.4 Dividend Policy
Ratchaburi Electricity Generating Holding Public Company Limited has a policy to pay
dividend at no less than 40 per cent of its total net profit according to the consolidated financial
statements after legal reserve and other reserves. However, such dividend payment also depends on
the Company’s cash flow.
The Company’s dividend payment detail is as follows:
Ratchaburi Electricity Generating Company Limited, the principle subsidiary, has a policy to
pay dividend to the Company at 100 per cent of its net profit after legal reserves and other reserves.
8. Management Structure
8.1. Composition of the Board of Directors
According to the Company’s Articles of Association, the Board of Directors is required
to have no less than 7 members and no more than 15 members. Executive directors shall not exceed
one third of the total Board members. Independent Directors shall comprise no less than one third of
the total directors and no less than three members. No less than half of the directors shall reside
within the country. The Chairman of the Board of Directors shall be a non-executive member and not
Part 2 Management and Corporate Government
Page 61
be the same person as the CEO who is the top management of the Company. The Chairman of the
Board and the CEO are appointed from existing directors by election of shareholders’ meeting or the
Board of Directors. Such composition has been designed for the Board of Directors to perform their
duties in overseeing and controlling, the management and operations and maintain balance of power
in the most efficient and effective manner. The composition of the Board of Directors also ensures
that the Board’s performance is in line with existing regulations.
Directors shall have different expertise, such as engineering, accounting, business
management, economics, law and political science, for example. They shall have the experience,
skills, expertise and the right age that are useful for the Board of Directors to perform their duties in
formulating business direction and policy, supervising corporate management and operations,
providing opinions in depth and in breadth on the issue being considered with consideration to all
possible impacts. Each of the directors shall not have been convicted in a legal proceeding to have
violated laws related to assets in a fraudulent action and have no record on involving in activities that
may create conflict of interest for the Company.
Qualifications of Directors
A Director shall not have prohibited qualifications by law. A Director shall not be a
bankrupt person, an incapable or quasi-incompetent person, shall not have been convicted in a legal
proceeding to have violated laws related to assets in a fraudulent action, never be terminated from a
government or private organizations due to malpractice, have never been deprived from being a
director, manager, employee or an authorized executive in other organization, not be a politician, a
member of the Parliament, Senate, or a member of a local administrative office or administrator, have
educational and work experience or other experience as specified by the Company, devote sufficient
time and full capability for the best benefits of the Company, and have duties to attend regular
meetings.
While in office, a Director can hold directorship in no more than 3 other listed companies.
A Director shall not manage or make any arrangement that would conflict with the Company’s interest
or would provide advantages to other person or entity, and for personal or other person’s benefit.
Appointment and Terms of Directors
General Meeting (AGM). At every AGM, one-third of the Directors shall retire from
office. Directors with the longest stay in office shall retire. A retiring Director by a rotation of office
may be re-elected. In case any Director resigns by reasons other than a rotation of office, the
Board of Directors shall elect any person to replace the resigned Director. The Director so
appointed shall retain his/her office during such time only as the resigned Director is entitled to
retain. Directors of the Company shall remain in their offices for no more than three consecutive
terms, and his/her age shall not exceed 72 years old. Independent Directors shall remain in
his/her offices for no more than two consecutive terms or no more than 6 years. He/she shall not
have prohibited qualifications by law.
Part 2 Management and Corporate Government
Page 62
Independence of Chairman of the Board of Directors
Despite the fact that the Chairman of the Board of Directors is the representative of
EGAT which is a major shareholder holding 45 per cent of the Company’s total stake, the Board
of Directors also comprises eight independent directors, more than one third of the total number
of directors sitting in the Board. As a result, the directors can independently perform their duties
as the shareholders’ representative and there is a proper balance. The Chairman of the Board of
Directors independently performs his duty and does not influence or convince other directors
during discussions, encourages all directors to discuss and express opinion openly by giving
sufficient time to find mutual resolution on all matters considered at the Board of Directors’
meeting.
The segregation of the Chairman of the Board of Directors and Chief Executive
Officer
Chairman of the Board of Directors is not the same person as the Chief Executive Officer
and has no relations with the Management. The segregation of the Chairman of the Board of
Directors and Chief Executive Officer positions has ensured proper balance and prevented one of
them to have excessive power. Responsibilities and authorities of both positions are clearly
separated, which is part of the corporate governance practice. The Board of Directors’ Chairman is
the leader and has significant role in deciding the Company’s policy resulted from the joint meeting
between the Board of Directors and the Management on business goals. The Chairman of the Board
of Directors leads and conducts the meetings in efficient and effective manner, and encourages all
directors to participate in the meeting and openly express their opinion. The Chairman of the Board of
Directors also supports and provides recommendation for the Management operation through the
president and does not intervene in routine work by the Management. The Chief Executive Officer is
the top executive of the Company’s Management whose responsibilities are explained under the
Management Structure section.
Directiorship in other companies
None of the Company’s directors holds positions in more than three other listed
companies, which complies with the SET’s recommendation on efficiency and time contribution.
To enable the Chief Executive Officer, who holds the top position in the management, to
fully perform his duties and have the chance to exchange experience and strengthen relationship with
other companies, the Board of Directors specified in the Company’s regulations requiring the Chief
Executive Officer to hold directorship in no more than five state enterprises or listed companies, not
including subsidiary, affiliates or joint ventures that the Company has to be involved in their
management to protect the Company’s benefit. Mr. Pongdith Potchana, CEO, is not a director of other
companies than the Company’s subsidiaries and joint ventures. The Company also allowed other
directors to hold directorship and management positions in subsidiaries and joint ventures which are
in line with their experience, knowledge and responsibilities.
Part 2 Management and Corporate Government
Page 63
8.2. Directors’ Authority and Duties
Being shareholders’ representatives, the Board of Directors has a duty to ensure that
all the Company’s businesses strictly comply with the policies under legal framework, objectives,
regulations and resolution of the shareholders’ meeting. The Board of Directors is authorized to take
action as stated in the Memorandum of Association and has roles, duties and responsibilities to
manage the Company with integrity and avoid conflict of interest to protect the organization’s benefits
rather than any particular shareholder or group. The Board of Directors’ duties and responsibilities are
formulating strategies, business plan and budget policy; monitoring and following-up the
Management’s activities and checking against the target or forecast, at least every quarter; managing
human resources, including appointing or removing Director or high level executives and appraising
performance against the earlier agreed target which is linked with remuneration; being responsible for
the completion of activities in compliance with rules and regulations, Code of Business Ethics and the
corporate governance principles, with focus on effective and sufficient internal control, communicating
with the stakeholders and the public by providing effective and appropriate communication channels;
and establishing and setting roles and responsibilities of committees; and appraising performance of
the Board of Directors, which requires selfappraisal on yearly basis. (The Company publishes the duty
and responsibilities of the Board of Directors in the Company’s regulation on the Board of Directors
and on the Company’s website.)
8.3. Borad of Diectors
As of 31 December 2014, the Company’s Board of Directors comprised 15 members
with different expertise and experiences and have been nominated and selected by considering their
ability to perform duties in policy making and monitoring the Management’s operations. The directors
are as follows:
1. Mr. Kurujit Nakornthap
Chairman of the Board of Directors and Investment Committee Chairman
2. Captain Siridech Julpema
Independent Director and Audit Committee Chairman
3. Mr. Songpope Polachan
Independent Director and Human Resources and Remuneration Committee
Chairman
4. Police Lieutenant General Thavorn Chanyim
Independent Director and Risk Management Committee Chairman
5. Mr. Satit Rungkasiri
Independent Director, Audit Committee Member and Corporate Governance and
Social Responsibility Member
Part 2 Management and Corporate Government
Page 64
6. Mr. Chavalit Pichalai
Independent Directer and Audit Committee Member
7. Miss Piyathida Praditbatuga
Independent Director and Audit Committee Member
8. Mr. Poonsuk Tochanakarn
Director and Human Resource and Remuneration Committee Member
9. Miss Rattana Tripipatkul
Independent Director and Human Resource and Remuneration Committee Member
10. Mr. Suwit Kongsaengbhak
Independent Director and Risk Management Committee Member
11. Mr. Rum Herabat
Director, Risk Management Committee Member and Investment Committee
Member
12. Mr. Sutat Patmasiriwat
Director
13. Mr. Chuan Sirinunporn
Director
14. Mr. Witoon Kulcharoenwirat
Director
15. Mr. Pondith Potchana
Director and Chief Executive Officer, acting as the secretary to the Board of
Directors
As of 31 December 2014, the Board of Directors of Ratchaburi Electricity Generating
Company Limited which is a major subsidiary comprises members as follows:
1. Mr. Pondith Potchana Chairman
2. Mrs. Siriporn Luangnual Director
3. Mr. Amnuay Thongsathitya Director
4. Mr. Kornrasit Pakchotanon Director
5. Mr. Suthon Boonprasong Director
6. Mr. Suthon Boonprasong Director
7. Mr. Chumphon Thitayaruks Director
Part 2 Management and Corporate Government
Page 65
8. Mr.Athipat Bamroong Director
9. Mr. Teerawit Charuwat Director
10. Mr. Somnuk Jindasup Director
Members of the Board of Directors are specialists with vast experience in different fields.
They were appointed through the recruitment and selection process to ensure their ability to perform
duties in formulating and supervising the Company management’s performance.
The Board of Directors’ Meeting
The Board of Directors’ Meeting Practice: For maximum benefits of the Company and
its shareholders, the Company maintains the Board of Directors’ independence in decision making. All
members of the Board of Directors perform their duty with integrity and for the best benefit of the
Company. As representatives of shareholders, the Board of Directors closely leads, monitors the
operations, guides, assists and supports the management’s operation.
Meeting Schedule, Meeting Agenda and Document Preparation: The Board of
Directors approved the Board’s and committees’ meeting schedules for the entire year and informed
every director of the schedule. In 2014, the Board of Directors’ meetings were scheduled at 16.00
Hrs. of every third Monday of the month.
The Chairman of the Board of Directors and Chief Executive Officer jointly considered the
matters to be included in each agenda to ensure that all significant matters are submitted to the
meeting. They informed the directors in advance and distributed the meeting notice at the appropriate
time according to the Company’s regulation. Directors, however, are free to propose other matters to
be included in the agenda and have to inform this 10 days before the meeting date. In case of urgent
matters which may directly or indirectly affect the Company, directors can propose such matters for
consideration or acknowledgement when the Board of Directors considers other agenda at the
meeting. (Method for deciding matters to be included in the agenda and the method for directors to
propose other matters are stated in the Company’s regulations under the Board of Directors’ section
and on the Company’s website.)
Meeting agenda is grouped for easy consideration and the meeting is run in the preset
sequence - matters to be informed by the Chairman, acknowledgement of the last meeting minutes,
follow-up matters from the last meeting, matters for consideration, matters for acknowledgement, and
others (if any). Regular matters to be proposed to the Board of Directors at the specific period, such
as monthly, quarterly and annual agenda are set in advance. Schedule of monthly performance
analysis report and progress of projects that the Company invests in are also reported to the Board of
Directors’ meeting every month.
The Company sends meeting notice, agenda and related document to each director
approximately one week prior to the meeting date, providing them with sufficient time to study the
information. Directors may ask for more information from the Chief Executive Officer and the
Part 2 Management and Corporate Government
Page 66
Company Secretary Office. Members of committees can ask for more information related to their
tasks from the Chief Executive Officer and through the secretary of each committee.
Roles of the Chairman of the Board, Directors,Management and Meeting Atmosphere
- Chairman of the Board leads the meeting, sufficiently and adequately allocates
time for directors to equally discuss and express opinions, encourages directors to participate in the
discussion and freely express opinions, and summarizes the meeting’s resolutions.
- Directors positively share opinions based on the study of the information provided
by the management and additional information by considering the benefits and impact on the
Company as well as risks for the Company and all stakeholders in order to obtain the meeting
resolution. Directors shall contribute time, knowledge and experience to their role as a director of a
listed company.
- The Management is responsible for providing accurate, sufficient, complete and
timely information that is relevant and necessary to support the Board of Directors’ meeting decision,
as well as present the information in advance in order to allow the directors’ sufficient time to study
the information. The directors shall propose options to the Board of Directors, and provide information
and clarify additional information when asked in the meeting. The Board of Directors requires top
executives from all divisions to attend the meeting and invite other concerned executives for
clarification on specific matters.
- Meeting atmosphere and expression of opinions: The Company provides
appropriate and sufficient meeting equipment and facilities. The meeting atmosphere is open and
encourages all directors to participate in the discussion and openly and positively express opinions
based on mutual benefit and impact on all stakeholders. Each meeting lasted 1.5 hours to two hours
on average.
- The meeting generally considers and discusses each agenda. The management
presents the background, rationale, importance, clarifications and related information to support
decision making process and to support the management’s proposal. The Chairman of the Board
allows sufficient time for all directors to discuss all issues and encourages directors to express
opinions and ask questions on important matters for the management to clarify. After that all will make
decision together, leading to the meeting resolution.
- The Company intends to propose as few matters as possible for the Board of
Directors to rectify. In case of urgent matters or maters that involved the Company’s benefit, the
management will informally meet with the Chairman of the Board and Directors to clarify and discuss
in order to make decision on appropriate action and later proposed to the Board of Directors’ meeting
for rectification.
- Directors who have conflict of interest do not have the right to vote on the matter
(conflict of interest is considered based on the information provided in the conflict of interest report
Part 2 Management and Corporate Government
Page 67
that directors and executives submitted to the Company Secretary) and this has been strictly
implemented in all meetings.
- In considering connected transaction or items that may involve conflict of interest,
the meeting will mainly consider the benefits of the Company and shareholders. The meeting will
consider the necessity and reasons for each matter the same way it does for other transactions.
Correct and complete process and disclosure of information are highly weighted.
- The Company Secretary provides initial recommendation to the management and
the Board of Directors to ensure that all the practice is in compliance with the related regulations,
such as asset acquisition information disclosure, connected transaction and corporate governance.
Meeting Minutes Preparation and Keeping
- The Company Secretary Office is assigned to record, prepare and keep the
minutes of the Board of Directors’ meeting and shareholders meetings.
- Meeting minutes are prepared in writing and cover all important details, including
date and time the meeting begins and ends, venue, list of attending directors and executives, list
oabsent directors, summary of the matters presented in the meeting, summary of the discussed
matters, opinions and observation of the directors, the resolution of the Board of Directors, and the
name of the person who takes notes. Meeting minutes are completed within three days after the
meeting and delivered to all directors for improvement. If there is no addition or amendment is made
within seven days, the report is considered approved and submitted to the meeting’s Chairman to
sign. A copy of the signed meeting report is then delivered to each director for reference.
- After the meeting, the Chief Executive Officer communicates the written resolution
to related units for acknowledgement and/or implementation. Monitoring of the implementation is
assured while the implementation result is reported to the Board of Directors later at an appropriate
occasion.
The Board of Directors and Committee’s Meetings in 2014
(detailed as in Management Structure section)
The Board of Directors of Ratchaburi Electricity Generating Holding Company Limited
‐ The Board of Directors held 13 meetings. In the 13th meeting, non-executive
directors meetings were held before the entire Board of Directors’ meeting.
‐ The Audit Committee held 6 meetings. In the end of the 6th meeting, the
Committee and the auditors discussion was held without presence of the
Management.
‐ The Human Resources and Remuneration Committee held 9 meetings
‐ The Risk Management Committee held 5 meetings
‐ The Investment Committee held 6 meetings
Part 2 Management and Corporate Government
Page 68
‐ The Corporate Governance and Social ResponsibilityCommittee held 1
meeting
Board of Directors of Ratchaburi Electricity Generating Company Limited
- The Board of Directors held 12 meetings
Directors have duty to attend every meeting except when it is unavoidable. In case
a director cannot attend the meeting, he/she may provide opinion on any matter in the meeting
agenda which are distributed in advance. In 2014, meeting attendance of the Board of Directors and
committee appointed by the Board of Directors is as follows:
Part 2 Management and Corporate Government
Page 69
Attendance of the Board of Directors’ Meeting of Ratchaburi Electricity Generating
Company Limited in 2014 is as follows
Name Board of Directors’ Meeting
1 Mr. Pongdith Potchana 9/9
2 Mrs. Siriporn Luangnual 9/9
3 Mr. Amnuay Thongsathitya 9/9
4 Mr. Chumphon Thitayaruks 9/9
5 Mr. Athipat Bamroong 9/9
6 Mr. Teerawit Charuwat 8/9
7 Mr. Suthon Boonprasong 9/9
8 Mr. Kornrasit Pakchotanon 7/9
9 Mr. Somnuk Jindasup 9/9
10 Mr. Sutat Patmasiriwat 2/4 Remarks:
(1) the number before / shows the number of meetings the director attended
(2) the number after / shows the total meetings happened while the director is in office
(3) In the meeting No. 1/2014 to No. 4/2014, there were 10 directors in office
(4) In the meeting No. 5/2014 to No. 9/2014, there were 9 directors in office
(5) Mr. Sutat Patmasiriwat resigned from the office on 1 May 2014
8.4. Management
The Board of Directors has clearly specified separate scope of responsibilities of
Directors and the Management. In summary, the Board of Directors is responsible for formulation
policy and monitoring the implementation by the management. The Management is responsible for
implementing policy and reporting the results to the Board of Directors.
The Chief Executive Officer is the top executive in the Management and is authorized
to manage daily operations of the Company. His/her responsibilities are governing employees and
staff members; managing, hiring, appointing, punishing and terminating employees and staff
members; considering promotion or adjusting salary of employees and staff members, excluding top-
level executives who are Executive Vice President and upper levels; issuing management process or
other operations of the Company that do not conflict with the Company’s regulations and the Board of
Directors’ resolution; and deciding on the scope of work and work conditions for employees to strictly
follow.
In terms of external affairs, the CEO is authorized to act as a signatory except in any
matters that the CEO or persons who have relationship with him may have conflict of interests. Such
action can be taken only when approved by the Board of Directors with the presence of Independent
Directors. In such case, the CEO may authorize any other person to act on his/ her behalf, except for
Part 2 Management and Corporate Government
Page 70
any matter that may hold the Company’s liable as a borrower, buyer or hirer engaged in more than
Baht 30 million. For any contract that is wrongfully made by the CEO which breaches the resolution of
the Board of Directors, the Company will not be held liable, except in case of ratification by the Board
of Directors.
The Board of Directors authorized the CEO to approve projects below Baht 30 million in
total value. Projects with greater value shall be considered and approved by the Board of Directors.
The CEO is authorized to approve donation of no more than Baht 200,000 each. Charitable donation
of up to Baht 300,000 shall be approved by the Board of Directors’ Chairman while donation
exceeding Baht 500,000 shall be approved by the Board of Directors.
In case that the CEO is absent or cannot perform his duty or when the position is
vacant, the Board of Directors assigned Mr. Peerawat Pumthong, Chief Business Development
Officer-1, Mr. Kriengrit Jiajanpong, Chief Business Development Officer-2, Mr. Somnuk Chindasap,
Chief Asset Management Officer, and Mr. Wutthichai Tankuranand, Chief Financial Officer, to act as
the Acting Chief Executive Officer respectively with full authority, except for CEO’s responsibility as a
member of the Board of Directors.
The Company’s Management is divided into five disciplines- Business Development-1,
Business Development-2, Asset Management, Finance and Corporate Administration. The Business
Development-1, Business Development-2, Asset Management and Finance disciplines are headed by
Chief Officer level management. The Corporate Administration Discipline, however, is headed by
Executive Vice President. There are three divisions under the CEO namely, Legal Division, Internal
Audit Division and Company Secretary Office. The Internal Audit Division reports directly to the Audit
Committee
As of 31 December 2014, the Company’s “Management” comprised:
1. Mr. Pongdith Potchana Chief Executive Officer
2. Mr. Peerawat Pumthong Chief Business Development Officer-1
3. Mr. Kriengrit Jiajanpong Chief Business Development Officer-2
4. Mr. Somnuk Jindasap Chief Asset Management Officer
5. Mr. Wutthichai Tankuranand Chief Financial Officer
6. Mr. Prayut Thongsuwan Executive Vice President - Corporate Administration
7. Mrs. Sunee Rajatamutha Executive Vice President - Financial
8. Mr. Sommai Poosanachakorn Senior Vice President - Head of Accounting Control
and Analysis Division
9. Miss. Raywadee Srikongyos Senior Vice President - Head of Financial Planning
and Management Division
Part 2 Management and Corporate Government
Page 71
10. Mrs. Nisaluck Mungpalchol Vice President - Head of General Accounting
Division
11. Mrs. Supatra Thongkarn Vice President - Head of Tax Management Division
As of 31 December 2013, executives of Ratchaburi Electricity Generating Company
Limited are as follows:
1. Mr. Somnuk Jindasap Managing Director
2. Mr. Nataporn Srisingh Director,Coporate Relations Division
3. Mr. Somboon Kositvanit Director, Administration and Finance Division
4. Mr. Payat Chinvili Director, Operating Division
Management Structure
Part 2 Management and Corporate Government
Page 72
8.5. Secretary to the Board of Directors and the Company Secretary
Secretary to the Board of Directors
The Board of Directors appointed Chief Executive Officer as its Secretary. The Board of
Director Secretariat Department under the Company Secretary Office, is responsible for arranging
meetings, administration and coordination for the Board of Directors
Company Secretary
The Board of Directors in the meeting no. 8/2018 heldon 23 June 2008 appointed
“Company Secretary” in order to ensure that Company’s operations comply well with the good
corporate governance of listed companies under the board of directors’ responsibility section, related
laws, rules and regulations, Company’s regulations, policies, and rules and regulations specified by
the regulators and concerned organizations and the Securities and Exchange Act. The Company
Secretary’s responsibilities as specified by the Securities and Exchange Act include arranging the
Board of Directors and shareholders’ meetings; providing initial advice to facilitate the Board of
Directors’ meetings and activities in order to comply with related rules and regulations; handling
secretariat works for the Board of Directors and facilitating the Board of Directors’ activities; ensuring
that the Board of Directors’ resolutions are strictly executed; handling activities related to
shareholders’ rights and proper disclosure of information as regulated by related organizations,
preparing the annual report (Form 56-2) as well as preparing and keeping significant document,
including meeting invitations and Board of Directors’ meeting report, meeting invitation and report of
the shareholders’ meeting, annual report, directors record and conflict of interest of directors and
executives.
The Company Secretary also plays an important role in promoting good corporate
governance by supporting Directors and Chief Executive Officer in performing their duties, as well as
ensuring compliance with good corporate governance policy through implementation by the
Company’s controlling units, including the Compliance Department under the Company Secretary
Office.
Mrs. Boontiva Dansamasatid, Executive Vice President, had performed the duty as the
Company Secretary until 27 July 2014. Due to her increasing assignment and workload, the Board of
Directors appointed Mr. Nawapol Disathien, Senior Vice President - Head of Legal Division, as the
Company Secretary (replacing Mrs. Boontiva Dansamasatid) effective from 28 July 2014 until
present.
8.6. Remuneration for the Directors and Executives
Policy and Criteria on Directors and Executives’ Remuneration
The Board of Directors has formulated the policy and criteria on remuneration of
Directors and high level executives in writing since 2005. This enables the Company to ensure that
remuneration is cab motivate and maintain quality employees while attracting others with appropriate
knowledge, capability, skills and experience that would best benefit the Company’s business. The
Part 2 Management and Corporate Government
Page 73
criteria, method and process are clear, appropriate, transparent, updated and most current.
Remuneration is linked to goals and performances of the Company’s group, dependent on level of
designated responsibilities, comparable to the remuneration offered by organizations in similar
industry and size.
Remuneration of the Board of Directors and all Committees members is screened
and proposed by the Human Resource and Remuneration Committee before seeking approval from
the Board of Directors and later from the Shareholders’ Annual General Meeting.
At present, Directors receive two types of remunerations as follows:
1. Bonus - depending on the length of directorship and on the attendance to the
Board of Directors’ meetings. When a Director holds directorship for more than one position in the
Company and its subsidiaries, the Director shall receive bonus from the company that allocates the
highest bonus at that point in time.
2. The retainer for the Company’s Board of Directors paid on monthly basis and
divided into two portions. The first 75 per cent is fixed and the remaining 25 per cent is paid when the
Director attend meetings. As for the Committees, the payment is made on attendance basis to the
Committee’s meeting. At present, the retainer as approved by the shareholders’ meeting is as follows:
The retainer for the Board of Directors’ Chairman is Baht 50,000 and for
Directors is Baht 40,000 each.
The retainer for committee members: Committee Chairman’s retainer is
Baht 30,000 and Committee member’s retainer is Baht 24,000. The five
Committees comprises the Audit Committee, the Human Resources and
Remuneration Committee, the Risk Management Committee, the
Investment Committee and the Corporate Governance and Social
Responsibility Committee.
Ratchaburi Electricity Generating Company Limited
Remunerations for Chairman of the Board and Director are Baht 40,000
and Baht 32,000 respectively
Renunerations for Committee’s Chairman and Committee Member are
Baht 30,000 and Baht 24,000 respectively. There is one committee which
is the Risk Management Committee.
Executive Director does not receive fixed retainer but is entitled to receive bonus as a Director.
Remuneration for high level executives is in line with the criteria and policy set earlier
by the Board of Directors and must be considered and screened by the Human Resources and
Remuneration Committee. The remuneration is linked with the performance appraisal against the
earlier agree target and must seek approval from the Board of Directors. During the meeting on high
level executive remuneration, none of executives with conflict of interest are allowed to attend. The
Part 2 Management and Corporate Government
Page 74
Board of Directors consider remuneration based on the performance appraisal result and the
Chairman of the Board will inform the Chief Executive officer of such result.
Ratchaburi Electricity Generating Holding Public Company Limited
Remuneration for the Company’s Board of Directors and Committee Members
Unit: Million baht
Part 2 Management and Corporate Government
Page 75
Remuneration of the Company’s Management
Remuneration Number (persons) Total
Salary 5 32.44
Bonus 5 20.64
Contribution to Provident Fund 5 2.31
Total 5 55.39
Remark : The Company’s Management team comprises 15 members
Unit: Million baht
Employees’ remuneration
Remuneration Number (persons) Total
Salary 190 193.66
Bonus 190 10.50
Contribution to Provident Fund 190 15.29
Other (if any) - -
Total 190 309.45
Remark : As of 31 December 2014, there were 195 employees comprised 41 employees in Business Development 1,
20 employees in Business Development 1, 29 employees in Asset Management, 37 employees in Finance,
45 employees in Corporate Administration, and 23 employees in other.
Part 2 Management and Corporate Government
Page 76
Ratchaburi Electricity Generating Company Limited
Remuneration for the Board of Directors in 2014
Name Meeting allowance 2013 Bonus Total
Mr. Sutat Patmasiriwat 140,000.00 227,260.27 367,260.27
Mr. Songpope Polachan 0.00 185,643.84 185,643.84
Mrs. Siriporn Luangnual 384,000.00 880,000.00 1,264,000.00
Mr. Amnuay Thongsathitya 384,000.00 880,000.00 1,264,000.00
Mr. Natie Tapmanie 0.00 185,643.84 185,643.84
Mr. Thanakorn Poolthavee 0.00 880,000.00 880,000.00
Mr. Kasemsun Chinnavaso 0.00 185,643.84 185,643.84
Mr. Phitsanu Thongweerakul 0.00 50,630.14 50,630.14
Mr. Suthon Boonprasong 384,000.00 0.00 384,000.00
Mr. Kriengrit Jiajanpong 0.00 185,643.84 185,643.84
Mr. Mongkol Sakulkao 0.00 733,333.33 733,333.33
Mr. Chumphon Thitayaruks 384,000.00 694,356.16 1,078,356.16
Mr. Athipat Bamroong 384,000.00 694,356.16 1,078,356.16
Mr. Teerawit Charuwat 376,000.00 694,356.16 1,070,356.16
Mr. Peerawat Pumthong 0.00 368,876.71 368,876.71
Mr. Somnuk Jindasup 0.00 694,356.16 694,356.16
Mr. Pongdith Potchana 0.00 0.00 0.00
Mr. Kornrasit Pakchotanon 376,000.00 0.00 376,000.00
Total 2,796,000.00 7,590,100.45 10,386,100.45
Unit: Million baht
Remuneration of Ratchaburi Electricity Generating Co., Ltd.’s Directors in 2014
Remuneration Number (persons) Total
Directors’ remuneration 8 2.796
Bonus 15 7.590
Total 10.386
Unit: Million baht
Remuneration of the Company’s Management
Remuneration Number (persons) Total
Salary 4 7.512
Bonus 4 11.659
Contribution to Provident Fund 4 0.676
Total 4 19.847
Part 2 Management and Corporate Government
Page 77
Unit: Million baht
Employees’ remuneration
Remuneration Number (persons) Total
Salary 59 27.340
Bonus 59 13.178
Contribution to Provident Fund 59 2.360
Other (if any) - -
Total 59 42.878
Remarks: /1 Ratchaburi Electricity Generating Company Limited has 10 directors. During the year, 4 directors resigned and were appointed to the office. Executive directors do not receive remuneration for Directors, which is in line with the preset criteria
/2 One director is also a director of Ratchaburi Electricity Genrating Public Company Limited and thus did not receive bonus from Ratchaburity Electricity Generating Company Limited according to the preset goal.
Ratchaburi Gas Company Limited, Ratch Udom Power Company Limited,
Ratchaburi Alliances Company Limited, Ratchaburi Energy Company Limited, RATCH-Lao
Services Company Limited, and RH International Corporation Limited
Directors and executives of these companies are seconded by the Management of the
Ratchaburi Electricity Generating Holding Public Company Limited and did not receive director’s
remuneration from these companies.
8.7. Employees
The number of employees of the Company and its subsidiaries is as follows:
1. Ratchaburi Elctricity Generating Holding Public Company Limited has a total of 195
employees
- 41 persons in the Business Development 1 discipline
- 20 persons in the Business Development 2 discipline
- 29 persons in the Asset Management discipline
- 37 persons in the Financial discipline
- 45 persons in the Corporate Administration discipline
- and 23 persons in other units.
2. Ratchaburi Elctricity Generating Company Limited has a total of 62employees
- 7 persons in the Accounting and Financial discipline
- 4 persons in the Administration and Management discipline
Part 2 Management and Corporate Government
Page 78
- 19 persons in the Technical and Engineering discipline
- 14 persons in the Service discipline
- 5 persons in the Public Relations discipline
- and 13 persons in other units.
Employees Remuneration
To ensure fair remuneration for its employees, the Company has specified
remunerations into three types as follows:
1) Salary that is paid regularly according to individual responsibility and scope of work
by considering the market rate, experience and qualifications of individual
employee
2) Benefits that is paid to assist employees and family, such as provident fund, health
insurance, life insurance, accident insurance, annual heath check, dental fees,
maternity reimbursement, accommodation allowance, emergency financial
assistance and social security
Other benefits such as annual leaves, other leaves, travel allowance, salary/wage
increase and bonus, etc
2014 Remunerations of the Company and its subsidiaries are as follows:
Company Remuneration (million baht)
Ratchaburi Electricity Generating Holding PCL 417.59
Ratchaburity Electricity Generating Co., Ltd. 67.97
Ratchaburi Energy Co., Ltd. 2.37
RATCH-Lao Services Co., Ltd. 15.88
Tri Energy Co., Ltd. 9.13
RATCH-Australia Corporation Ltd. 115.55
Total 628.49
8.8. Human Resource Management
A significant factor supporting the Company’s ability to achieve its objectives, vision
and mission is its people who have appropriate knowledge, capability, skills, experience and attitude.
The Company therefore seeks and retains highly capable people through various recruitment systems
and effective and appropriate selection process and promotes team work and caring culture. One of
the top priorities is to promote quality of life of employees through pleasant work environment and
occupational health and safety based on international standard. In addition, to achieve its corporate
goal to grow in Asia Pacific region, the Company takes good care of employees who are assigned to
Part 2 Management and Corporate Government
Page 79
work overseas and local employees in other countries as well as promotes cultural understanding
among its employees. In 2014, significant human resource management activities are as follows:
1. Organizational restructure
In addressing the Company’s overseas investment strategy and a goal of
increasing enterprise value to Baht 282,000 million in 2023 and production capacity to 9,700 MW in
the same year, the Company has restructured its organization. The new structure, effective from 1
March 2014, better supports organizational operations that will drive company’s success. Its key
essences are as follows:
1) A unit directly responsible for asset management was established to
maximize the value of existing assets
2) Dividing business development activities into two disciplines to separate
responsibility according to geographical locations. This include Business
Development 1 and Business Development 2.
3) Restructuring Financial Divisions in order to support the asset value
optimization strategy and the Company’s investment expansion
4) Improving Corporate Administration departments to increase flexibility and
ability to effectively support administration and corporate tasks.
2. Salary and wage restructure
The Company hired a consultant company to survey and study information to
support salary and wage restructure late 2013 and began to introduce the new salary structure on 1
July 2014 with the following objectives:
1) To retain salary structure’s competitiveness in the labor market, especially
in similar business
2) To ensure that the Company’s remuneration can attract and retain
capable personnel
3) To strengthen employees’ loyalty to the Company
3. Succession plan
The Company prepared Succession plan in order to prepare its employees for
nine management-level posts. Aon Hewitt Co., Ltd. was hired to provide consultancy on this, starting
from May to November 2014. 7 employees at Executive Vice President level and 32 Vice President
level employees participated in this program, totaling 39 employees.
As a result of the Success Plan, the Company will be able to find the right
successor with the right knowledge and capability to replace executives who will retire in the next five
years. This also enables participants to identify their strength and weakness, measure the gap
Part 2 Management and Corporate Government
Page 80
between existing capability and the required capability, and prepare the individual development plan
for self-development in the future.
4. Core value
The Company has changed its core value to better address the current vision and
mission. Core values are:
Reliability: The ability to operate business at the best possible capability,
efficiency and effectiveness to better address and balance the expectation of stakeholders and enable
all parties involved to trust and have confidence to do business with the Company.
Accountability: Supporting corporate growth with professional and responsible
operations and output
Trust: Operating the business based on corporate governance principle, moral
and business ethics as well as social responsibility in order to win trust and confidence from all parties
concerned
Challenge: Commitment to creating corporate value and expanding business to
achieve goals in order to maintain leadership in local electricity generating business while becoming a
leading energy player in the Asia Pacific
Happiness: Organizational happiness refers to employees’ loyalty and happiness
at work. Caring, sharing and teamwork culture and enhancing work environment will motivate and
increase work efficiency in driving the Company to become the “Employer of Choice”.
To raise awareness on the Company’s core values, various campaigns have been
launched throughout 2014, such as posters, communications via Lotus Notes, newsletters, and 3
workshops on Team Synergy: Conveying Core Value. Through these activities, core values have
been cascaded to all employees in systematic manner with full participants of executives and
employees.
5. Human resource development
The Company has a policy to continuously develop its human resources. Each
year, trainings will be held to enhance executives and employees’ specific skills, management skills,
self improvement and specific skills that best suit their designated tasks and those required by laws.
These included in-house trainings and trainings by external institutes in Thailand and overseas.
In addition to in-house and external trainings as specified in the annual training
plan, the Company cooperates with Electricity Generating Authority of Thailand (EGAT) by sending its
employees to join the trainings and seminar arranged by EGAT. This not only enhances employees’
knowledge and skills but also strengthens relationship between EGAT and the Company’s
employees, which will provide greater benefits in the future. Moreover, the Company sent employees
to attend on-the-job training in projects in which the Company has co-invested both in Thailand and
overseas.
Part 2 Management and Corporate Government
Page 81
6. Anti-corruption
Ethics and good corporate governance principle are considered top priorities at the
Company. Code of Ethics has been prepared in writing and used as a practice guideline for the Board
of Directors, executives and all employees. Such guidelines are, for example, not asking for, not
receiving or not making unlawful payment to trade partners and/or the Company’s creditors. The
Company has indicated “Integrity” as one of the core competency. Employees whose responsibility
involves the Company’s significant information are required to sign the confidentiality agreement. As a
listed company, the Company has in place a rule prohibiting the use of insider information for abusive
self-dealing, and requiring its executives, employees, and temporary staff to directly report any
changes in the Company’s portfolio and interests of themselves and concerned person, according to
the regulations of the SET and the SEC. Other rules and regulations on procurement, accounting,
budgeting, finance and personnel management are clearly established. The Company provides for
effective internal control system to ensure efficient and effective operations, the check-and-balance
system and sufficient control on the Company’s assets and property utilization. The Board of Directors
has assigned the Audit Committee to audit and monitor the sufficiency of internal control system every
year. The Company also provides for channels for receiving complaints and clue in case fraudulent
action is found or suspected. Details on this is explained in the Complaints and Report on
Irregularities Clue topic and in the Sustainability Report
The Company also participated in the Thailand’s Private Sector Collective Action
Coalition Against Corruption on 24November 2014. The Coalition Committee already rectified the
Company’s participation on 2 December 2014. At present, the Company’s intention and application
are being certified by the Coalition Committee and are expected to be approved within 2016.
9. Good Corporate Gevernance
Ratchaburi Electricity Generating Holding Public Company Limited has been operating its
business by adhering to the good corporate governance principle and business ethics as well as
promoting operational excellence enhancement. The Company believes such practice will create and
strengthen trust and confidence among its shareholders and stakeholders that will drive the
organization towards success and its ultimate goal which is sustainable growth of the Company, local
community and the Society
1.1. Shareholders’ Right
Throughout 2014, the Company has not found any event or action that suggests the
infringement of shareholders’ right. The Board of Directors and the Management have closely
monitored and ensured that the “Shareholder’s Right”, which has been implemented since 2007, has
always been respected and executed. The policy has been used as a guideline for treating its
shareholders as the owners of the business. This reflects the Company’s high respect of the basic
rights of shareholders and commitment to ensuring that shareholders’ basic rights are well protected.
Part 2 Management and Corporate Government
Page 82
1) Rights to Share Ownership Registration or Transfer
The Company appointed Thailand SecuritiesDepositories Company Limited (TSD)
as its registrar responsible for the Company’s share deposit, collecting and updating shareholders’
information and provides services to shareholders, such as issuing, depositing, withdrawing and
transferring of share certificates, as well as remitting benefits to the shareholders. Shareholders can
contact TSD directly at the TSD Call Center at 02 229 2888. At present, TSD offers online service
through Investor Portal. Shareholders can apply for the service at
http://portal.tsd.co.th/th/investorportal/investorportal.html
2) Rights to Receive Dividend
The Company has consistently paid annual dividend to its shareholders since the
Company’s inception. Dividend has been paid according to the Dividend Payment Policy, as detailed
in the section on Dividend Payment Policy. A continuous monitoring found that a certain amount of
accrued dividend payment that shareholders have not yet received. The Company has tried to contact
the shareholders based on existing contact details by sending a letter to inform the shareholders of
the procedure and how to receive the dividend as well as facilitating shareholders on cheque
reissuing in case of loss or expiration.
The Company also assisted the heirs of the shareholders on share transfer in case
the shareholders passed away. Shareholders are also encouraged to use e-Dividend service for
convenient, fast and safe dividend receiving. The Company has also followed the SET’s
recommendation on preparing the list of shareholders who have the right to receive dividend. At the
Shareholder’s Annual General Meeting Year 2557 (B.E.), the Company used the “Record Date” of 4
March 2014 for shareholders to receive the right to participate in the shareholders’ meeting and
receive dividend. This follows the Article 255 of the Securities and Exchange of Thailand Act. Under
the Record Date method, book closing took place on 5 March 2014. Shareholders whose names
appeared on the book had the right to attend the Shareholder’s Annual General Meeting Year 2557
(B.E.) on 28 March 2014 and receive the dividend on 11 April 2014.
3) Right to Appoint, Terminate and Set Remuneration for Directors
The Board of Directors has strictly followed the Company’s Article of Association,
requiring it to nominate directors replacing the vacant position due to rotation of office and propose
directors’ remuneration to the shareholders’ annual general meeting for approval. Details are stated in
the Management Structure Section.
4) Right to Appoint Auditor and Set Remuneration
The Board of Directors has strictly followed the Company’s Articles of Association
in seeking approval from shareholders at the shareholders’ annual general meeting for the
appointment of auditors and the amount of auditors’ remuneration.
Part 2 Management and Corporate Government
Page 83
5) Right to Attend Meetings
The Board of Directors fully values and respect shareholders’ rights by encouraging
the shareholders, as the Company owners, to participate in the shareholders’ meeting in order to be
involved in significant decision making, updated of the Company’s performance and audit the
performance of the Company’s Board of Directors and Management. The Company views
shareholders’ meeting arrangement as a duty and responsibility to be fulfilled in accordance with
related laws and the AGM Checklist prepared by Thai Investors Association, the Listed Companies
Association and the SEC and the SET. The Company and its management take this as their
responsibility to ensure that the shareholders meeting is transparent, fair and equally benefits all
shareholders and stakeholders.
In 2014, the Company held one shareholders’ meeting - “the Shareholders’ Annual
General Meeting Year 2557 (B.E.)”. In organizing the meeting, the Company strictly followed the
preset rules, maintained quality and efficiency of the meeting and encouraged shareholders to
exercise their right to attend the meeting. This has enabled the Company to successfully organize the
meeting and resulted in continuously increasing number of attending shareholders who actually came
to the meeting and those appointing proxy.
‐ Meeting date and time: The Company held the meeting on Friday 28 March
2014, starting from 14.00 hrs. and ending at 17.00 hrs., totaling 3 hours. The registration was opened
at 12.00 hrs., two hours before the meeting time. To allow shareholders to make decision whether to
attend the entire meeting or only specific sessions, the Company allowed shareholders to register
after the meeting began until the meeting adjourned. The Company did not limit the shareholders’
right to attend the meeting and vote on the agenda under consideration and that resolution was not
yet made.
‐ Venue: The meeting was held at the World Ballroom, 23rd Floor, Centara
Grand and Bangkok Convention Center, Central World located at 999/9 Rama I Road, Pathumwan,
Bangkok. The meeting venue is easily accessed through public transport system, which provides
great convenience for shareholders to travel to the venue. The place is big enough to accommodate a
large number of participants. The Company fully provided meeting facilities, including audio-visual
equipment to support presentation on meeting agenda, computer and barcode system that enables
fast shareholder registration and accurate and transparent ballot.
‐ Identification: Identification document that shareholders have to present to
attend the meeting is checked by the persons appointed by the Board of Directors Chairman.
Identification document checking is done in simple process and in the procedure as informed earlier in
the meeting notice.
‐ Meeting attendance: In the Shareholders’ Annual General Meeting Year 2557
(B.E.), 1,529 shareholders and proxies attended, accounting for 74.69 percent of the total saleable
shares, which constituted a quorum according to the Company’s Articles of Association. The
Chairman of the Board of Directors acted as the meeting’s chairman according to the Company’s
Part 2 Management and Corporate Government
Page 84
Articles of Association. All independent directors, the entire Audit Committee and chairman of each
Committee attended the meeting, except one director who could not attend the meeting. The
Management, auditors and legal advisors also attended the meeting to provide addition information
and answer questions at the meeting.
‐ Meeting invitation: The Company sufficiently and completely informed the
shareholders of the date, time, venue and agenda together with details and the Board of Directors’
opinions on each agenda via the SET’s system before the morning session opening hour of the SET
on 18 February 2014, which is the following day after the Board of Directors resolved to hold the
shareholders meeting. The Company advertised the notice of shareholders’ annual general meeting
in Thai-language newspaper on 19-21 March 2014 and in English-language newspapers on 21-23
March 2014, which are three consecutive days and no less than three days prior to the meeting date
as required by the Company’s Articles of Association.
‐ Meeting notice: The Company delivered to the Shareholders’ Annual General
Meeting Year 2557 (B.E.) meeting notice together with the entire document which is the same as that
published on the Company’s website on 20 February 2014, 36 days prior to the meeting date. TSD,
the Company’s registrar, distributed the meeting notice to shareholders on 13 March 2014, 15 days
before the meeting date according to the legal requirement that demands listed companies to send
meeting notice to shareholders at least seven days prior to the meeting. The meeting notice provided
date, time, meeting venue, together with a map, meeting agenda which is arranged according to their
priority, background, reasons and key issue of each agenda item for consideration or
acknowledgement.
The information included the Board of Directors’ opinion on each agenda to
assist shareholders in making decision. The document sent together with the meeting notice to
shareholders include:
(1) The Company’s Articles of Association related to shareholders meeting
(2) List of document that shareholders have to present to attend the meeting,
proxy appointment, registration, and voting rules
(3) Previous minutes of meeting for shareholders’ consideration and approval
(4) Board of Director’s annual report which contains information about the
Company’s operation in the past year and future projects, financial statements and explanation, and
authorized auditor’s report. In 2014, the Company prepared a short version of annual report
(containing financial statement and operational performance) for the convenience of the shareholders
to quickly acknowledge and audit the Company’s performance. The full version of annual report and
the Sustainability Report was prepared in CD-ROM format and distributed to all shareholders. The
printed versions were delivered to the shareholders upon request. A total number of 186 shareholders
requested the print version of the annual report and Sustainability Report.
Part 2 Management and Corporate Government
Page 85
(5) Profile and brief information of nominees for director election and definition
of the Company’s independent directors.
(6) Three types of proxy appointment forms, as designed by the Department
of Business Development, Ministry of Commerce, as well as a list and information about independent
directors and the Chief Executive Officer who can be appointed as proxy.
(7) Individual shareholder’s registration form with barcode for convenience
and quick registration.
The Company informed the shareholders in the meeting notice and on its
website that they were encouraged to ask questions or ask for more information about the topics
stated in the meeting agenda, and/or provided advices and opinions that are useful for the Company’s
operation prior to the meeting date through post or fax to the Company Secretary or email to
[email protected]. The Company would then clarify or provide additional information at the meeting. In
the Shareholders’ Annual General Meeting Year 2557 (B.E.), no shareholder sent in question or
suggestion to the Company prior to the meeting.
‐ The meeting: Before the Shareholders’ Annual General Meeting Year 2557
(B.E.) began, the chairman of the meeting announced the quorum, assigned the Company Secretary
to record and prepare the meeting minutes, and introduced the directors, management, auditors and
legal advisors attending the meeting. The meeting chairman also declared all the meeting procedures
including voting rules for each agenda and vote counting to meet with the shareholders meeting
regulations of listed companies designed by the SET and to ensure that all shareholders clearly
understand all the details as earlier informed in the meeting invitation. The chairman also announced
the resolution of each agenda right after discussion.
‐ Voting: The Company prepared separate ballots for each agenda for each
shareholder that each shareholder already received when register. Voting process was made simple.
The chairman asked the meeting to raise hands if disagree or do not wish to vote in order that the
Company’s staff members would collect their ballots. Computerized and barcode systems were used
in vote counting.
‐ Checking for transparency, accuracy and completeness: The Company
invited a representative from its legal advisor to act as an independent inspector to check on different
areas, including document presented by the shareholders or their assigned representatives, the
quorum, stakeholders who do not exercise their voting rights and vote counting to ensure that the vote
counting process comply with the Company’s rules and the rules announced by the Chairman. The
inspector also ensured that all ballots were collected from all shareholders attending the meeting,
especially for director appointment session, and that meeting resolutions and vote counting were
correct.
‐ Running the meeting according to agenda: The Company realizes the
necessity for the shareholders to study the information before making decision and strictly adheres to
a principle of not taking any action that will infringe or derogate the right of the shareholders. In all
Part 2 Management and Corporate Government
Page 86
shareholders’ annual general meeting, the Company has never abruptly informed the meeting of
additional significant information, added new agenda for approval, or changed significant information
without prior notice. The matters proposed to the Shareholder’s Annual General Meeting Year 2557
(B.E.) all complied with the legal requirements. The Chairman of the Board of Directors who acted as
the chairman of the meeting controlled the meeting process in the same order as informed in the
meeting notice without switching agenda.
‐ Running the meeting on each agenda: After providing sufficient and
complete background, details, full information for each agenda and recommendation as stated in the
meeting notice, the meeting Chairman allocated appropriate, sufficient and equal time for discussions
that would encourage the meeting attendants to ask questions for the Board of Directors and the
management to clarify for full understanding on related matters. The meeting Chairman then asked
the meeting to vote.
‐ Director appointment and remuneration approval: The director
appointment and remuneration are treated as twodifferent agendas and are voted separately.
Individual vote was arranged for each new director election.
‐ In each agenda: the Company provided ballots for each shareholder. A
computerized system was used to provide convenience for vote counting.
‐ Meeting resolution announcement: After the vote counts, the meeting
Chairman reported voting results by dividing into “agree”, “disagree” and “abstention” votes.
‐ Consideration of other agenda (if any): The Board of Directors allowed for
other agendas (if any) in order to provide opportunities for the shareholders to propose additional
issue other than those set in the meeting agenda. According to the Company’s Articles of Association,
to propose a new agenda for the shareholders’ meeting to consider, the shareholders who propose
the new agenda must represent no less than one third of the sold stocks. In the Shareholders’ Annual
General Meeting Year 2557 (B.E.), no other agenda was proposed for voting. Only some
recommendation and questions about the Company’s operations were raised as recorded in the
meeting minutes.
‐ Meeting resolution publication: The Company submitted the resolution of the
Shareholders’ Annual General Meeting Year 2557 (B.E.), including voting results of each agenda
which specified in detail the agree, disagree and abstention votes, and their percentage, to the SET
by post and through SET’s system before the opening of the morning trading session of 31 March
2014 (the next working day after the meeting date).
‐ Meeting minutes: the Company Secretary, as assigned by the Chairman of
the Board of Directors, recorded and prepared meeting minutes in writing by clearly and adequately
recording essence of each agenda, questions by the shareholders and clarifications by the Board of
Directors and Management, the recommendation from the meeting, and the meeting resolutions,
including detailed voting results in all categories.
Part 2 Management and Corporate Government
Page 87
The Company submitted the complete minutes signed by the chairman of the
meeting to SET, SEC and the Registrar (the Department of Business Development) for auditing and
reference. The report was published on the Company’s website on 4 April 2014, seven day after the
shareholders’ meeting and before the 14-day deadline required by law, to offer opportunities for
shareholders to express their opinions without waiting for the next meeting. Shareholders did not ask
the Company to amend, add or adjust the report.
‐ Meeting quality improvement: The Company arranged a meeting evaluation
form to collect opinions and recommendations from the meeting attendees on the meeting notice and
annual report, facilitation to the shareholders, meeting arrangement and meeting report. The
information collected is used for further improving the arrangement of shareholders meeting in order
to ensure transparency, efficiency and benefits to both the Company and shareholders.
The Company received scoring of full 100 points for the sixth consecutive year
in the Thai Investors Association’s Shareholders’ Annual General Meeting ranking of its shareholders’
annual general meeting assessment in 2014.
6) Right to Receive Information and Significant News in Accurate, Sufficient and
Timely Manner
In 2014, The Company completely followed the regulations, criteria, conditions and
procedure related to disclosure of information and activities of listed companies. There was no
punishment due to failure to submit report by deadline as required by law.
Authorized person: The persons authorized to disclose information and
significant information are the Chairman of the Board, Chief Executive Officer and Chief Officers.
Other organizations responsible for information preparation are
‐ The Company Secretary Office is responsible for preparing document related
to information and significant disclosure through the SET’s electronic channel
and annual report (Form 56-2), and being the contact person for the SET and
the SEC.
‐ The Accounting Division is responsible for preparing financial information,
explanation and the management analysis of the Company’s operations and
financial status.
‐ The Corporate Relations Division is responsble for the preparation of
information disclosure document, media release and press conference.
‐ Investor Relations Department is responsible for preparing the Form 56-1
and analysts meeting.
Communications channel: Based on the commitment to providing complete
and equitable access to the Company’s significant information to all shareholders, the Company
mainly uses SET’s electronic media as the main channel for information disclosure. The channel also
brings greater convenience in communicating with and securing good understanding between the
Company and its shareholders. To achieve this goal, the Company prepared own website
Part 2 Management and Corporate Government
Page 88
(www.ratch.co.th) - to act as another channel to distribute information. The Company regularly
arranges analyst meetings, local and international road shows, press conferences to announce
quarterly and annual performance, distributes news and photo releases of the Company’ activities to
the media, arranges plant visits for institutional investors and analysts, and media relations activities.
These communications channels cover both one-way and two-way communications and the
information is prepared and distributed at the same time in Thai and English languages.
Quality of Information
Quality of information means correctness, clarity, completeness, sufficiency,
being updated, timeliness and transparency of the information. Significant information disclosed by
the Company includes both financial and non-financial information. Such information is not one-sided
but is presented in both positive and negative aspects. The disclosure of information complies with
the related criteria and regulations, such as immediate disclosure of significant information,
comprehensive distribution to the general public, clarification in case of rumors and information about
abnormal stock trading. The Company has never disclosed propaganda information without solid
reasons or insider trading, for example. Disclosure of information shall not cause excessive cost to
the Company and not affect the Company’s competitiveness.
In 2014, the Company’s disclosure of information activities is as follows:
(1) Disclosure of periodic reports such as financial statements, quarterly financial statements, annual report and Form 56-1
26 times
(2) Disclosure of non-periodic reports, such as the Shareholders’ Annual General Meeting Year 2557 (B.E.), resolutions of the Shareholders’ Annual General Meeting Year 2557 (B.E.), dividend payment, investment projects, and progress of investment projects
41 times
(3) Analyst Meeting 4 times
(4) Company Visit 104 times
(5) Local road show 3 times
(6) International road show 5 times
(7) Press conference on operational performance 4 times
(8) Press conference on CSR 1 times
(9) Distribution of news and photo releases about the Company’s activities
28 times
(10) Shareholders’ and investors’ plant visit 1 times
Part 2 Management and Corporate Government
Page 89
(11) Media relations activities 25 times
(12) Media’s participation with the Company’s activities 7 times
(13) Exhibition 2 times
(14) Executive interviews 7 times
(15) Website hits/page views for 2014 average per month) 9,046 times
(from 1 January 2014 - 31 December 2014: 108,553 times)
1.2. Equal Treatment of All Shareholders
The Company treated all its shareholders equally without discrimination of their status
as major shareholders, individual shareholders, or Thai and other nationalities. Major activities are as
follows:
(1) Access to the Company’s Information
To ensure that all shareholders can equally have access to the Company’s
information, the Company uses SET’s channels as the main communication channel. The Chairman
of the Board of Directors, Directors, Chief Executive Officer and Chief Officers are the authorized
persons responsible for the Company’s information disclosure. The Company’s website is provided as
an additional channel for communication. Shareholders can also seek informationfrom related
divisions which are the Company Secretary Office,Internal Audit Division, Corporate Relations
Division and Investor Relations Departmet.
(2) Preparation of bilingual document
For equal treatment of both Thai and international investors, the Company prepares
all published information in Thai and English languages, including all the information provided through
the SET’s, system meeting notice, meeting document and report, press conference and the
Company’s website.
(3) Proposing Additional Agenda for the Shareholders’s Annual General Meeting
and Nominating Directors Prior to the Meeting
Since 2008, the Company has adopted SET’s guideline encouraging listed
companies to offer opportunity for minor shareholders to propose meeting agenda and/or nominate
persons for director election in advance. In 2014, the Company published an invitation to the
shareholders’ meeting through ELCID and the Company’s website on 1 September 2014, providing
clear details about criteria, method, process and channel of agenda proposing. The announcement
was published approximately four month time from 1 September - 31 December 2014, However, none
of the shareholders proposed additional agenda or nominated persons for director election.
Part 2 Management and Corporate Government
Page 90
(4) Proxy Appointment
For convenience, shareholders who cannot participate in the shareholders’ meeting
can appoint other persons to attend the meeting and vote on their behalf. The Company prepared and
delivered proxy document to the shareholders together with the meeting notice. Proxy is available in
three forms as designed by the Department of Business Development. Form A is the general proxy
appointment form. Form B is a proxy appointment that lists specific items for proxy appointment. Form
C is the proxy appointment that is used only when the shareholder is a foreign investor with a
custodian in Thailand. Shareholders can also download the proxy document from the Company’s
website or use other form of proxy or prepare it themselves.
The Company nominated four independent directors and the Chief Executive
Officer for shareholders to appoint as their proxy to attend the meeting and vote on their behalf.
Personal information of each nominated person and each person’s conflict of interest status were
provided on each concerned agenda. In the meeting, 187 shareholders assigned the Company’s
independent directors as their proxy while 12 shareholders assigned the Chief Executive Officer as
their proxy.
(5) Ballots
In voting at the shareholders’ annual general meeting, the Company prepared and
provided ballots for every participant. Computerized system was deployed for tallying. In voting for
directors, individual vote and ballot was kept as reference.
(6) The Company Proposed No Additional Agenda
The Board of Directors has the policy not to propose new agenda other than those
informed in the meeting notice as it realizes the importance and necessity for the shareholders to
study information before making decision. Shareholders can propose additional agenda for
consideration if necessary, by following the Company’s rules. At the Shareholders’ Annual General
Meeting Year 2557 (B.E.), there was no additional agenda proposed.
(7) Report on the Shareholding in the Company
The Board of Directors and the Management have the duty to report their
shareholding in the Company to the SEC. The Board of Directors required its directors, executives,
spouses and children who have not reached legal age to report their shareholdings in the Company
and the report is included as an agenda in the monthly meeting of the Board of Directors.
(8) Prevention of the Abuse of Inside Information
The Board of Directors has formulated and implemented measures to prevent
Directors and the Management from insider trading. The Board of Directors has prepared written
guidelines on internal information keeping and prevention of internal information usage for abusive
self-dealing. Since the inception of the Company, it has required its directors, management and
employees to directly report any changes in the Company’s portfolio of themselves, their spouses,
and children who have not become sui juris to the Chief Executive Officer within three working days
Part 2 Management and Corporate Government
Page 91
after the changes happened. The guidelines were announced in 2003 and continue to be effective
today.
In 2014, there is no complaint related to unequal treatment of shareholders or
charge on directors or executives for not reporting portfolio as required, or on the use of insider
information for abusive self-dealing or others’ benefits.
1.3. Role of Stakeholders
1) Stakeholders Policy
The Company adheres to the principle of “promoting and ensuring that the right of
stakeholders, such as customers, employees, business partners, investors, competitors, independent
auditor, the government sector and communities in which the Company locates, is well protected and
treated” as announced in the Good Corporate Governance introduced back in 2003. Later in 2007,
the principle was incorporated into the policy customized for individual stakeholder group, which has
been published on the Company’s internal communication channel and on its website. The policies
include the Shareholders Policy, Employees Policy, and Social and Environment Policy, the Network
and Computer Usage Policy, Occupational Health and Safety Policy, and the 5S Policy (which are all
published on the Company’s website). In 2014, activities related to this policy are as follows:
Shareholders: The Company constantly monitored and ensured the compliance
with the Shareholders’ Policy related to basic right protection; equal treatment of shareholders; quality
information disclosure; encouraging shareholders to attend shareholders meeting to participate in
decision making on significant matters and to acknowledge the Company’s operation and activities,
as well as to monitor the Board of Directors and the management’s performance; implementation of
measures to prohibit the use of insider information for personal interest of the Board of Directors or
the Management to protect shareholders’ benefit; and ensuring no infringement of shareholders’ right.
Details are as reported in the Shareholder’s Right and Equal Treatment of Shareholders topics. With
clear guidelines, there was no complaint about the shareholders right infringement, Board of
Directors’ mistakes or abusive-self dealings by the Company’s executives.
Employees:The Company considers that employees are valuable and important
resource in driving the Company’s business progress and ability to achieve its target. It therefore
formulates employee policy that covers the management and development of employees, activities
and actions related to human resource development in order to enhance people’s capability,
competency, and desired behaviors that support the corporate values which also directly support the
Company’s direction, strategy and goals focusing on value creation and productivity increase.
Community, Society and Environment: The Company’s Social and
Environmental Policy promotes participation from community and gives high priority to good
communications to ensure its position as “a good neighbor”. This also promotes community
development for sustainable living, local culture and tradition conservation and environment
preservation for natural and life balance.
Part 2 Management and Corporate Government
Page 92
- In ensuring good understanding and strong relationship with communities in
the area where the Company has or plans to have business activities that are important to the
Company’s success, the Company strictly follows His Majesty’s “Understand, Reach and Develop”
concept in its operations. Some of the activities are assistance provided to those affected by natural
disaster, scholarships granted to schools and educational institutions in the areas the Company
operates, and various quality of life and environment development activities in the communities
surrounding its plants. These include the Company’s own initiative projects and those created by
community, local administration, government agencies and other organizations.
- “Love the Forest and the Community Program” project continues to be a
major social and environmental responsibility projects. In 2014, the Company continued the project, in
cooperation with the Department of Forestry, for the seventh consecutive years and the second year
in Phase 2 (2013-2017). The Community Forest Contest was held, where the winners won a trophy
from HRH Princess Maha Chakri Sirindhorn. In addition, the community forest leaders meeting was
held to promote sharing of knowledge and learning among people in the network and exemplify the
achievement of successful communities. The Klayim Youth Camp was continued to instill commitment
to forest and natural resource conservation among the young generations. These projects also
address the Company’s commitment to reduce carbon dioxide emission which helps slow down the
Global Warming situation.
- “Watershed Forest for Carbon Sink Creation”: The Company cooperated with
the Office of Preserved Area Management Region 13 (Phrae), Department of National Parks, Wildlife
and Plant Conservation in growing 200,000 seedlings of local and fast-growing plants on a deserted
forest area covering 1,000 rai on Doi Phu Kha, Nan. The main objective is to bring degraded forests
back to life with larger biodiversity. The project period is three years (2014-2016) and covers planting,
maintaining and monitoring. When the trees are fully grown, the area will become a watershed forest
and a carbon sink that can absorb 2,000 tons of carbon dioxide per year. (Interested persons may
study details of the projects and social and environmental activities in the Corporate Social and
Environmental Responsibility section).
In 2014, the Company continued its activities under the policy retated to social
and environment and had no conflict cases related to the Company’s business impact on community,
society and environment.
Other stakeholders: Although the Company has not yet announced specific
policies on stakeholders other than stated above, such as customers, partners, shareholders,
investors, creditors, competitors, independent auditor and government agencies, the Company is
aware of their importance and possible impact of the Company’s operations on them. As a result, the
Company has ensured that all the stakeholders are treated well under the guidelines for the
management and employees’ practice which are specified as part of the Business Ethics. (Details are
published online under the Company’s Business Ethics topic at www.ratch.co.th.)
Part 2 Management and Corporate Government
Page 93
Network and Computer Use: The Company has introduced the “Network and
Computer System Policy” since 2010. The policy draws guidelines for employees and network
managers’ operation to ensure smooth, efficient and most effective use of the computer network, as
well as strict compliance with the Computer Crime Act. The Company also improved the efficiency,
security and prevention to network harm.
2) Risk Management
In recognition of the importance of risk management which needs to be carefully
considered and handled and the appropriate prevention and solution to mitigate possible impact on
various stakeholders, the Company has since 2003 announced the “Risk Management Policy” and
established the “Risk Management Committee” to be responsible for identifying risk factors, setting
measures to manage risks in the acceptable level to prevent impact on the business operations and
stakeholders, and reporting to the Board of Directors on quarterly basis. The Company gives high
priority to warning signs and irregular items, enabling it to quickly adjust strategies, plans and
management method. (Details are as in the Risk Management Committee’s Report, Management
Structure and Risk Factors sections.)
3) Anti-corruption
Ethics and good corporate governance principle are considered top priorities at the
Company. Code of Ethics has been prepared in writing and used as a practice guideline for the Board
of Directors, executives and all employees. Such guidelines are, for example, not asking for, not
receiving or not making unlawful payment to trade partners and/or the Company’s creditors. The
Company has indicated “Integrity” as one of the core competency. Employees whose responsibility
involves the Company’s significant information are required to sign the confidentiality agreement. As a
listed company, the Company has in place a rule prohibiting the use of insider information for abusive
self-dealing, and requiring its executives, employees, and temporary staff to directly report any
changes in the Company’s portfolio and interests of themselves and concerned person, according to
the regulations of the SET and the SEC. Other rules and regulations on procurement, accounting,
budgeting, finance and personnel management are clearly established. The Company provides for
effective internal control system to ensure efficient and effective operations, the check-and-balance
system and sufficient control on the Company’s assets and property utilization. The Board of Directors
has assigned the Audit Committee to audit and monitor the sufficiency of internal control system every
year. The Company also provides for channels for receiving complaints and clue in case fraudulent
action is found or suspected. Details on this is explained in the Complaints and Report on
Irregularities Clue topic and in the Sustainability Report.
The Company also participated in the Thailand’s Private Sector Collective Action
Coalition Against Corruption on 24 November 2014. The Coalition Committee already rectified the
Company’s participation on 2 December 2014. At present, the Company’s intention and application
are being certified by the Coalition Committee and are expected to be approved within 2016.
Part 2 Management and Corporate Government
Page 94
4) Complaint and Report on Irregularities Clue
Stakeholders can report clues or lodge complaints about actions that breach the law
or ethics, incorrect financial statement, or problems with internal control to the Company’s
Independent Directors or the Audit Committee for further investigation and reports to the Board of
Directors. Stakeholders can communicate directly with the Company or through the provided
channels, including website where they can contact the Company Secretary, Internal Audit, Public
Relations or Investors Relations units, or other channels that stakeholders view as appropriate.
Specific channels are provided for employees to report and complain on unfair
treatment according to the Company’s regulations on Personnel Management under Complaint
section. The Company has also provided for protection of the complainants against employment
termination or punishment when they provide information, truth, fact or any evidence related to the
complaints or are responsible for the sincere consideration of the complaints that eventually create
adverse impact on the Company.
5) Transaction that May or May Not Have Conflict of Interest
The Company has clearly set guidelines on transaction that may or may not have
conflict of interest in order to protect the best benefits of the Company. This also provides a guideline
for appropriate practice, correct and complete information disclosure as required by related rules and
regulations, and practice of directors and the Audit Committee who play important roles in formulating
measures to prevent conflict of interest and ensuring that the operations are smooth and reasonable.
The Company’s regulation on the Board of Directiors included the transparent management of conflict
of interest. The regulation specified that directors who may have conflict of interest on any particular
area shall not have the right to vote at the Board of Directors’ meeting during a consideration in that
area.
The Board of Director, through the approval by the Audit Committee, has ensured
that connected transaction between the Company and its subsidiaries are in the best benefits to the
Company, its subsidiaries and shareholders. Transactions between the Company and its subsidiaries
are considered based on the same pricing and conditions as in transaction with other business
partners. Accurate and complete disclosure of such transactions is required according to related
regulations. For flexibility and convenience, the Board of Directors authorized the Chief Executive
Officer to approve normal connected transactions or regular business transaction, with general
conditions and trade agreement, within Baht 30 million limit. The transaction shall be reported at the
quarterly Board of Directors’ meeting, according to the Article 89/12 under the Securities and
Exchange Act.
6) Report on Conflict of Interest of Directors and Executives
The Board of Directors has created the “Conflict of Interest of Directors and
Executives Report Form” and required all Directors and Executives to prepare conflict of interest
reports for themselves and their related persons. The report must be submitted to the Company
Secretary for reference and further submitted to the Chairman of the Board of Directors and the
Part 2 Management and Corporate Government
Page 95
Chairman of the Audit Committee. The report is used for the Board of Directors’ consideration and
decision on stakeholders who have or may have conflict of interest and do not have voting rights on
the Company’s transactions.
7) Environment and Occupational Health Standard
The Company has continuously and seriously encouraged its subsidiaries and their
power plants to adopt international standard, such as the ISO 14001, OHSAS 18001 and other
standards issued by the Department of Industrial Works.
8) Community Participation
One of its top priorities under the Company’ social and environment policy is to
promote community participation which has been implemented in every stage and period of its
operation and project development. During project development period, the Company studied
technical information in parallel to a study on economic, social, culture and way of life of the nearby
communities in order to prepare community participation plan and key communication messages as
well as activities to promote understanding between the project and communities. Public hearing was
also held to provide opportunity for the communities to share their view on the areas required by
government agencies and related authorities. During the construction period, the Company
communicated regularly with the communities to ensure understanding of the project development
and the Company’s policy. When the project is up and running, effective communications with the
communities continue. The Company always listens to the communities’ recommendation for on-
going development and improvement of activities that better address community needs.
Ratchaburi Electricity Generating Company Limited also initiated the “Ratchaburi
Power Plant Environmental Inspector Committee”, comprising representatives from communities,
community leaders, local administration and provincial administration. The committee is responsible
for monitoring and ensuring that the power plant operations are in accordance with the Ratchaburi
Power Plant’s prevention and reduction of environmental impact measures stated in the
environmental impact assessment and environmental quality monitoring operation plan. The
committee also acts as the center for cooperating with power plants, providing information and news
update or problems and possible issues that may cause problems, and recommendation shared by
communities. The meeting serves as another important channel that promotes community
participation in monitoring the Company’s operation.
1.4. Disclosure of Information and Transparency
1) Type of Disclosed Information
The information being disclosed comprises financial and non-financial information
and periodic and non-periodic report. The objective of the report is to provide sufficient and complete
information that support the readers’ investment decision.
Part 2 Management and Corporate Government
Page 96
2) Quality of Information
Quality of information means correctness, clarity, completeness, sufficiency, being
updated, timeliness and transparency of the information. Significant information disclosed by the
Company includes both financial and non-financial information. Such information is not one-sided but
is presented in both positive and negative aspects. The disclosure of information complies with the
related criteria and regulations, such as immediate disclosure of significant information,
comprehensive distribution to the general public, clarification in case of rumors and information about
abnormal stock trading. The Company has never disclosed propaganda information without solid
reasons or insider trading, for example. Disclosure of information shall not cause excessive cost to
the Company and not affect the Company’s competitiveness.
Quality of disclosed information includes accuracy, completeness, clarity, sufficiency
and timeliness as mentioned in the Shareholders’ Right. The Board of Directors has prepared the
Board of Directors’ Report on its Responsibility to Financial Reports and published it together with the
Auditor’s Report in the annual report and the Audit Committee provided its opinion on the quality of
the financial statements as published in the Audit Committee’s Report.
Quality information disclosure not only reflects the Company’s transparency but also
enhances investors and related persons’ confidence and trust. As a result, the Board of Directors
closely supervised and monitored to ensure that responsible persons sufficiently provide at least the
information as required by law and that investors have equal opportunity to receive such information.
3) Information Disclosure Channels
The Company has clearly assigned specific persons to be responsible for the
disclosure of different types of information. SET’s electronic communications channel is used as the
main channel for information disclosure. The Company also prepares website, press conference to
announce its performance, analysts meeting, press release distribution, local and international road
shows and other activities as reported under the Type of Disclosed Information section.
The Company gives high important to disclosure of information. The Board of
Directors and the Management have closely monitored and ensured that the information disclosure
process complies with the criteria and regulations and strictly supervised the implementation of such
activity. Authorized and responsible persons are designated while information distribution channels
are developed to ensure information disclosure quality.
4) Investor Relations
The Company assigned the “Investor Relations Department” to be the center for
communicating, providing information and news, as well as fairly and equally arranging activities to
create and strengthen relationship between the Company and its shareholders, institutional investors,
retail investors, analysts and concerned government agencies. The department is also responsible for
preparing annual investors’ relations plan. The Company’s Chief Executive Officer and top
management always act as the Company’s spokespersons who report, provide additional information,
clarify and answer questions at the analyst meeting, local and international road shows. Interested
Part 2 Management and Corporate Government
Page 97
persons may contact the Investor Relations Department by sending letter by post to the Company, or
call +66 2794 9841 or fax +66 2794 9888 Ext. 9841 or through the Company’s website
www.ratch.co.th or sending emails to [email protected].
5) Disclosure of Director and Executive Remuneration Policy and Payment
The Board of Directors has disclosed the director and executive remuneration
payment policy and individual director and executive remuneration by categories. This annual report
also included overall employees’ remuneration. (Details are explained under the Management
Structure section.)
1.5. Roles, Duties and Responsibilities of the Board of Directiors
(1) Roles, Duties and Responsibilities of the Board of Directiors
The Board of Directors is committed to independence in decision making for the
best benefits of the Company and shareholders. Each of the Company’s directors realizes the
responsibility towards the shareholders who are the business owners and have the right to appoint
the directors. Fiduciary Duty covers four major responsibilities namely Duty of Care, Duty of Loyalty,
Duty of Obedience and Duty of Disclosure.
‐ Responsibility in Formulating Policy and Operation Direction
To ensure strong basis for effective and efficient management that supports the
Company’s growth and sustainability, the Board of Directors has worked closely with the management
in formulating and implementing policies as already discussed under the Business Ethics and
Corporate Governance Policy.
The Board of Directors is responsible for working with the management in
formulating the Company’s vision, mission, business plan, goals, business strategies, budget,
organizational structure and remuneration structure. The Board of Directors also ensures that the
Company’s vision, goal and performance are clearly communicated to Directors, the management
and employees and are regularly reviewed every year or when necessary.
In formulating strategies, the Board of Directors and the management jointly
consider various information, including the nature and structure of the Company’s business, vision,
mission, policies, goal, investment plan and performance result and appraisal compared to the
business goals. Both also consider internal environment, namely management structure, personnel
finance, strategy selection, trade partner relationship and customer information, while considering
external factors, including power business structure, and electricity production capacity development
plan. Other factors taken into consideration are external factors that have significant impact on the
Company’s operations, such as the ASEAN Economic Community (AEC) integration, government
policy, electricity demand growth, oil price, production resource limitation (fuel and technology),
economic, social and environmental limitation, competition in the power business, industry analysis,
production factor and macroeconomic factors in international countries and the target selection in
order to materialize the Company’s vision.
Part 2 Management and Corporate Government
Page 98
‐ Monitoring and Assessment of the Management
Company’s operation fully complies with the corporate governance principles. The
policy is regularly reviewed and communicated to directors, executives and employees of all levels.
Result of corporate governance implementation is announced publicly and also included in the annual
report.
The Board of Directors requires the Management to regularly report to the Board
of Directors’ meeting a number of areas including monthly report (operational performance analysis,
progress of the Company’s investment projects, financial report on short - and long-term investment
projects, cash flow, and the highest electricity generating capacity report, electricity capacity within
EGAT and national systems, and energy stock prices), quarterly reports (quarterly financial report),
annual reports (annual financial reports, annual operational performance compared to target) and the
reports by the committees appointed by the Board of Directors.
In addition to reports and routine monitoring, the Company’s Board of Directors
uses other channels to monitor the efficiency and effectiveness of operations. Other channels are
executive meetings of the Company and its subsidiaries as well as monthly internal executive
meetings, such as top executive meetings and division directors meetings. In those meetings, the
Board of Directors has the opportunity to monitor, acknowledge, prevent, and solve operational
problems. In addition, manager level employees are required to attend the internal management
meetings every three months.
‐ Role in Initiating Necessary Changes or Handling Issues
The Board of Directors plays a significant role in setting or initiating important
changes in the organization, such as organizational structure improvement, business plan, appraisal
criteria and performance indicators for the Company and its top management. The Board of Directors
and the Management fully discuss all details before making decision.
The Board of Directors also places great emphasis on community participation,
green energy and carbon credit follow-up and implementation which becomes an increasingly
important trend.
The Board of Directors plays a significant role in providing advices on solving
problems and issues raised by the Management at the Board meeting. On sensitive issues, the Board
of Directors will assign directors to consider and work closely with the management. Directors who are
representatives from government sector play vital role in providing clarification on government
policies, rules and regulations and related practice, enabling the Company to better understand the
intention of the regulations and take better action. Directors from private sector meanwhile help
provide new ideas that promote operational efficiency. Directors provide recommendations to the
Company according to their specialization, including legal, finance, tax and engineering. Directors on
secondment assignment in subsidiaries and joint ventures have supervised the operations of the
subsidiaries and joint venture to be in compliance with the Board of Directors and the Company’s
policy.
Part 2 Management and Corporate Government
Page 99
The Board of Directors requires the non-executive directors to meet informally at
least once a year to allow them opportunity to review and discuss the performance of the Board of
Directors, management and the Company, as well as discuss administrative problems without
participation of the Management. Results from the discussion are applied in order to improve the
efficiency of the Board of Directors. The meeting report is presented to the Chief Executive Officer
after the meeting and used for further efficiency improvement of the Board of Directors.
In addition, the Company organized informal meetings among directors in different
forms, including participating in the Company’s activities, such as corporate social and environment
responsibility projects, sports and entertainment activities held on various occasions to promote good
understanding and good relationship among directors, and between directors, the management, and
employees.
(2) Executive Assessment
With assistance from the Human Resources and Remuneration Committee in
assessing annual operational performance of top executives, the Board of Directors adopts the
performance appraisal criteria that were agreed early of the year. In 2013, the criteria comprised four
areas - business planning and development, supervision of companies within the Company’s Group,
financial management and organizational management. Each area has different weight and the
assessment result is used to complement the remuneration of each director. In addition, the Company
assessed the Chief Executive Officer and top-level executives in terms of capability and management
skills, including leadership, strategy formulation and implementation, financial planning and
performance, networking, business knowledge and understanding and qualifications.
(3) New Director Orientation and the Development of Directors and Executives
The Board of Directors helps newly appointed director by providing orientation kit.
The President presents a briefing at the orientation session. Information included in the orientation kit
are nature of business, details of committees, investment structure, organizational structure, financial
performance an progress of investment projects, Memorandum of Association objectives,
certification, rules and regulations, policy, Code of Conduct, remuneration and benefits for directors,
the manual for directors of a listed company and compliance database.
To promote understanding of roles, duty and responsibility as well as necessary
skills for the directors to do their job best as the directors of a listed company, the Company has a
policy to encourage the directors to participate in seminars arranged by related organizations, such as
the Institute of Directors (IOD), the Stock Exchange of Thailand and Thailand Energy Academy.
(Details of the training and seminars on important topics that promotes effective performance as a
director of a listed company are reported in the Board of Directors Section.)
The Company prepared a summary report that is related to rules and regulations
implemented by the government’s regulatory organizations and presented to the Board of Directors’
Part 2 Management and Corporate Government
Page 100
meeting for acknowledgement of the announcement, rules, regulations and memorandum, both newly
issued and amended by the SEC and SET.
The Board of Directors adheres strictly to the legal requirement and regulations of
regulatory organizations. The management has prepared a summary of related information, including
announcement, regulations, rules and memorandum that are newly issued and improved by the SEC
and SET, for presentation to the Board of Directors for acknowledgement.
The Company sent executives and related employees to attend the corporate
secretary, corporate governance, internal audit, risk management and other related courses
organized by various institutes and organizations. This enables directors and employees to better
understand their responsibilities, which supports the operations of the Board of Directors and
committees.
(4) Succession Plan for Top Executives
The Board of Directors assigned the Human Resources and Remuneration
Committee to prepare succession plan for top executives. The succession plan for the Chief
Executive Officer follows the policy of the Company’s major shareholder - EGAT. EGAT will nominate
to the Board of Directors through the Human Resources and Remuneration Committee its executive
who has appropriate qualifications, knowledge and capability to perform the task and brings greater
benefits to the Company.
The succession plan for other executives has been developed by analyzing
competency and expected qualifications of different positions. The guideline will support human
resource development and nomination of qualified persons to promote, demote, retire, move, replace
vacancy and prepare the Company’s personnel for current and future expansion. (Succession Plan is
already discussed under the Role of Stakeholders - Employees.)
(5) Allocation of Reserve for Loss from Operations of Directors and Executives
Directors and executives perform duties as entrusted or do the job resulted from
their status and titles for the benefit of the Company, including to hold the position in other companies
as directed. In case there is any lawsuit claiming due to such performance, the Legal Division will be
responsible for the defense until the case becomes final. The Company has set aside Baht 2 million a
year as a reserve for loss if the duty is duly performed as a result of his/her authority whether or not
such action is taking place now or was done in the past. In case it is a fraud or corruption, the
Company shall not be responsible for any loss incurred and will demand all expenses resulting from
defending such a case from the corrupted or fraudulent directors or executive officers.
Part 2 Management and Corporate Government
Page 101
1.6. Business Ethics and Corporate Governance Policy
Corporate Governance Policy
To enable Ratchaburi Electricity Generating HoldingPublic Company Limited to
maintain international operational standards that earn recognition and confidence from shareholders,
investors and stakeholders, the Company remains committed to operating the business with
responsibility, fair treatment to all stakeholders, operational transparency, quality information
disclosure, short and long term added value creation and promotion of quality operations, ethics of
executives and employees, and responsibility towards the society and environment. The Company
has adopted the corporate governance principle for listed companies on the Stock Exchange of
Thailand as the framework to ensure the Company has efficiency and ethical practice in its
management. The Company also operated its business in parallel to demonstrating its responsibility
towards the society, surrounding communities and the environment, which are the basis for
sustainable expansion. The “Corporate Governance Policy” was prepared in writing and implemented
since 2003 with regular annual review to ensure that it best addresses the current situation.
The Company also announced other policies to ensure guidelines for proper treatment
of all stakeholder groups. Some of the policies are the risk management, shareholders, employees,
social and environment, computer and network usage policies, occupational health and safety,
workplace environment and the 5S policy. (All are published on the Company’s website.) The
Company also studied how to prepare itself for the upcoming ASEAN Economic Community
integration (AEC). Rules and regulations on listed companies in ASEAN will be later adjusted to be in
the same standard across the region.
Business Ethics
Business Ethics have been written to provide framework for desired behaviors of the
Company, its Management and employees towards its creditors, partners, competitors, community
and society, government and the environment. The Board of Directors has prepared the Business
Ethics in writing and has implemented it since the Company’s inception in 2000. The Business Ethics
comprises three documents including the Code of Conduct, Executive Ethics and Employee Ethics.
The Company has regularly reviewed the Business Ethics to address the constantly changing
environment while supporting the Company’s vision, mission and policy as well as the Company’s
sustainable growth. (The three documents are published on the Company’s website.)
Communications and Monitoring of Performance to Ensure Full Compliance with
the Corporate Governance and Business Ethics Policies
Every new Director and employee will receive ethics and policies as part of their
orientation kit which will be used as guideline and reference when performing their duties. All
employees and directors have to sign on the document to increase awareness, acknowledge their
responsibility and reinforce their commitment to respect the Company’s policies and ethics. Good
corporate governance policy has been communicated by the Board of Directors and the management
Part 2 Management and Corporate Government
Page 102
to all employees. The Company also provides for communication channel to listen to and collect
employees’ problems, concerns and recommendations for consideration, further action planning and
execution as well as ensures the corporate governance practice implementation is in line with the
good corporate governance principle. Various channels, including the Intranet, email system that
employees have easy access and internal meetings, are provided to effectively communicate and
disseminate the Company’s policy and corporate governance news to employees.
The Internal Audit Department, in addition to regular meetings with all units, is
responsible for monitoring and following up with the implementation of corporate governance policy by
preparing annual audit plan and a quarterly review report as well as making recommendation on
solution and prevention of possible damages.
The “Compliance Database” was prepared, and distributed to the Board of Directors
and published on the Company’s internal database which is easily accessible for use by all
employees. The database comprises guidelines for important areas of practice and operations of the
Company as a listed company, such as the disclosure of information connected transaction, the
acquisition or sell-off of assets. The information is regularly updated.
The Board of Directors prepared the “Report of Directors’ and Executives’ Interests”
and instructed the Directors and executives to report their and related persons’ interests to the
Company Secretary for reference and record. The Company Secretary shall make a copy and submit
the report to the Chairman of the Board of Directors and the Chairman of the Audit Committee,
according to the Securities and Exchange Act. The report will be used when considering who shall not
have voting rights in the Board of Directors’ and shareholders’ meetings.
Core Value
To achieve sustainable success and maintain leading position in the market, the
Company believes that business ethics is a very important area, in addition operational commitment,
technology advancement, management excellence and corporate governance. The Company,
therefore, strongly values ethical practice and integrity which also means not involving in any direct or
indirect fraudulent action while maintaining the Company’s confidentiality, benefits and assets;
provides true and correct information; and respects and complies with the Company’s rules and
regulations. The development in this area started from the formulation and preparing in writing the
Corporate Governance and Business Ethics, which are used as guidelines for the Board of Directors,
the Management and employees. The Core Value that supports the Company’s expansion under the
changing business plan are Reliability, Accountability, Trust, Challenge and Happiness.
1.7. Committees
The Audit Committee
The Audit Committee was appointed by the Company’s Board of Directors and their
term is three years. The committee members have the required knowledge, experience and
qualifications as designated by the SEC and the SET. The Committee members are Captain Siridech
Part 2 Management and Corporate Government
Page 103
Julpema who is the chairman of the committee, Mr. Satit Rungkasiri, Mr. Chavalit Pichalai and Miss
Piyathida Praditbatuga are the members. (The four members are Independent Directors who have the
knowledge and ability in auditing the Company’s operations and financial statements.) Mr. Pornchai
Chamnongdet, Vice President - Head of the Internal Audit Division, acts as the committee’s secretary.
The Committee report directly to the Board of Directors. Its major duty and
responsibility as assigned by the Board of Directors and that are in line with the rules and regulations
of the SEC and the SET. Its duties include reviewing and ensuring that the Company has accurate
and adequate financial reports; reviewing and making sure the Company has an appropriate and
effective internal control system; reviewing and ensuring that the Company complies with laws on
securities and exchange, and the SET’s rules and regulations and other laws relating to the
Company’s business; selecting and nominating independent persons to be the auditors of the
Company and recommending the auditor’s fee, and attending at least one meeting per year with the
auditors without presence of the Management; reviewing connected transaction or items that may
have conflict of interest based on existing laws and the SET’s rules and regulations; preparing the
Audit Committee’s report to be published in the annual report; reviewing the Internal Audit Division’s
performance; considering and reviewing audit criteria and process to ensure that they always comply
with current business environment; and summarizing and reporting the Audit Committee’s tasks and
movement to the Board of Directors; reporting issues discovered or in doubt, which may have
significant impact on the Company’s financial status or operating performance, to the Board of
Directors in order to correct it within the time frame agreed by the Audit Committee. (The Company
publishes the duty and responsibilities of the Audit Committee in the Company’s regulation on the
Audit Committee and on the Company’s website.)
Human Resources and Remuneration Committee
The Human Resources and Remuneration Committee’s term is three years. It consists
of three directors who are appointed by the Board of Directors. The committee members are Mr.
Songpope Polachan, who acts as the Committee’s chairman, Mr. Poonsuk Tochanakarn and Miss
Rattana Tripipatkul are committee members. Mr. Prayut Thongsuwan, Executive Vice President -
Corporate Administration, acts as the Committee’s secretary.
The Human Resources and Remuneration Committee reports directly to the Board of
Directors. Its authorities and responsibilities as assigned by the Board of Directors cover the entire
tasks concerning the management of human resources and remuneration of the Board of Directors,
committee and top executives of the Company’s Group (meaning the Chief Executive Officer, Chief
Officers and Executive Vice President). Its tasks include formulating the visions and strategies on
human resources management of the Company’s Group as well as their management development
plan; reviewing and ensuring that the Board of Directors of the Company’s Group has appropriate size
and good components responsively to the changing environment; and formulating appropriate policy,
criteria and procedure in nominating, selecting, removing or terminating Directors; establishing the
clear, transparent and top management of the Company’s Group to ensure that all companies in the
Company’s Group have management team who have appropriate qualifications, knowledge,
Part 2 Management and Corporate Government
Page 104
competency and experiences to run the group of the Company’s business successfully and
effectively. The Committee is also responsible for selecting and nominating persons with required
qualifications to be the directors and top executives of the Company’s Group; and preparing
succession plan for key executive posts. It establishes a policy and strategies and compensation
which include salary, meeting allowance, per diem, bonus and other benefits to Directors and top
executives in the Company’s Group before proposing them to the Board of Directors for further
approval. Consideration and approval will be based on clear and transparent criteria in order to
induce, retain and motivate highly qualified and high potential human resources. The Committee at
the same time formulates effective guidelines, criteria, procedures and process for assessing the
performance of the Board of Directors and top executives of the Company against the target mutually
agreed in advance each year. These targets shall be relevant to the Company’s business plan and
set up in order to review the Management’s annual remunerations by taking duties, responsibilities,
related risks and long term values to shareholders into consideration. The Committee ensures that
policy related to remuneration as well as amount of remunerations for the Board of Directors and top
executives are disclosed in the Company’s annual report. (The Company publishes the duty and
responsibilities of the Human Resources and Remuneration Committee in the Company’s regulation
on the Human Resources Management and Remuneration Committee and on the Company’s
website.)
Risk Management Committee
The Risk Management Committee’s term is three years. Appointed by the Board of
Directors, the Committee members include Police Lieutenant General Thavorn Chanyim as the
Committee’s chairman, Mr. Suwit Kongsaengbhak and Mr. Rum Herabat are members. Mr. Sutheep
Thamrujee, Senior Vice President - Head of Corporate Planning Division acts as the Committee’s
secretary.
The Committee reports directly to the Board of Directors and performs its tasks as
assigned by the Board of Directors. Its responsibilities include reviewing the Company’s risk
management policy and framework, which would cover all the major risks, namely financial,
investment and corporate reputation risks before proposing them to the Board of Directors for
approval, and formulating risk management strategies and framework in compliance with the
Company’s risk management policy. The Committee shall assess, monitor and control the impact of
risk at the appropriate level, The Committee monitors and ensures that risk management activities are
in line with the Company’s policy and framework approved by the Board of Directors; reviews the
sufficiency and effectiveness of risk management policy and system; and reports regularly to the
Board of Directors about the management, operation, risk status, changes and areas of improvement
to keep risk management in line with the Company’s policy and strategy. (The scope of
responsibilities of the Risk Management Committee is included in the Company’s regulations on the
Risk Management Committee and published on the Company’s website.)
Part 2 Management and Corporate Government
Page 105
Risk Management Working Group
The “Risk Management Working Group” was appointed by the Risk Management
Committee. Chief Asset Management Officer is the Working Group Chairman. Executives from all
disciplines are members while the Assistant Vice President - Corporate Planning Division acts as the
secretary. The working group is mainly responsible for identifying nature of risks and risk factors,
studying and analyzing internal and external factors that may affect the Company’s operations,
monitoring and studying risk management activities are in line with the guideline approved by the Risk
Management Committee; and preparing the report on the Company’s risk management for the Board
of Directors’ acknowledgement every quarter.
Strategic Plan Management Team The Strategic Plan Management Team is appointed by the Chief Executive Officer. It
comprises the Chief Officer of all disciplines and Executive Vice President - Corporate Administration
as the member. The Chief Executive Officer acts as the chairman of the committee while the Senior
Vice President - Head of Corporate Planning Division is the secretary to the team. The Strategic Plan
Management Team is responsible for screening policy and strategic plan management to ensure that
they correspond to the Company’s goal and address current situation, formulating strategies,
reviewing the sufficiency of policy and strategic plan management system to ensure the system
effectiveness and effective implementation, appointing the Strategic Plan Working Group, supervising
and monitoring the implementation of strategic plan policy, and reviewing the analysis and
assessment of the strategic plan proposed by the Working Group.
Strategic Plan Working Group The strategic Plan Working Group comprises executives from all disciplines as assigned
by the Chief Officer of each discipline and Chief Asset Management Officer as members. Assistant
Vice President - Corporate Planning Division acts as the secretary to the Working Group. It is
responsible for following up, collecting and analyzing information on each project to assess strategic
plans and report to the Strategic Plan Management Team on quarterly basis.
Investment Committee
The Board of Directors appointed the Investment Committee and the term is three years.
The Investment Committee members consist of Mr. Kurujit Nakornthap as the Committee’s chairman,
and Mr. Rum Herabat as the member. Mr. Peerawat Pumthong, Chief Business Development Officer-
1, acts as the Committee’s secretary.
The Committee reports directly to the Board of Directors with responsibilities as assigned
by the Board of Directors. Its major responsibilities include determining strategic plan, goal,
investment plan, investment budget, optimum investment return and other benefits from project
investment to increase the Company’s power generating capacity and growth; carefully reviewing and
scrutinizing project investment proposed by the Management to ensure that it is consistent with the
Company’s policy and target stated in its investment plan with the consideration on cost-effective
investment return and on management of other risk factors at acceptable level; and monitoring,
Part 2 Management and Corporate Government
Page 106
following up and evaluating the approved investment project and report to the Board of Directors.
(The scope of responsibilities of the Investment Committee is included in the Company’s regulations
on the Investment Committee and published on the Company’s website.)
Corporate Governance and Social Responsibility Committee
The Board of Directors appoints the Corporate Governance and Social Responsibility
Committee and the term is three years. The Corporate Governance and Social Responsibility
Committee members comprises Mr. Satit Rungkasiri and Mr. Poonsuk Tochanakarn. Mrs. Boontiva
Dansamasatid, Executive Vice President acts as the Committee’s secretary.
The Corporate Governance and Social Responsibility Committee reports directly to the
Board of Directors. Its major responsibilities as assigned by the Baord of Directors are considering
policies, strategies, goal, guidelines and plan regarding the Company’s corporate governance and
social responsibility; encouraging the Board of Directors, Management and employees to participate
in corporate governance and social responsibility activities; monitoring that policies and regulations
related to corporate governance and social responsibilities are practiced; reporting all corporate
governance and social responsibilities task to the Board of Directors; and reviewing and revising
policies and guidelines on corporate and social responsibilities if needed, and propose to the Board of
Directors for consideration to ensure that the policies and guidelines are up to date. (The scope of
responsibilities of the Corporate Governance and Social Responsibility Committee is included in the
Company’s regulations on the Investment Committee and published on the Company’s website.)
Authorized Directors as the Company’s Signatory
According to the Company’s policy and in order to provide practical flexibility and
independence of independent directors, the authorized directors as the Company’ signatory are either
the Chairman of the Board of Directors or Chief Executive Officer (CEO), with signature and the
Company’s Seal; or two other directors, except Independent Directors, with joint signatures and the
Company’s Seal. (Investors can study details from the Company’s Affidavit registered with the
Department of Business Development, Ministry of Commerce, as published on the Company’s
website.)
1.8. Policy on Appointing Directors and Executives to be Directors and the
Management of Subsidiaries and Jointly-Controlled Entities
To ensure that the Management and supervision of all subsidiaries and companies
within the Company’s Group (information are detailed in the General Information section) are in line
with the Company’s policy and to effectively monitor and assess operational performance of the
subsidiaries and jointly-controlled entities, the Company has a policy to appoint its directors and
executives to be directors and/or executives in those companies. The appointment is approved by the
Board of Directors and those directors have the responsibilities as stated in the Company’s
regulations on subsidiaries and jointly-controlled entities supervision.
Part 2 Management and Corporate Government
Page 107
1.9. Recruitment and Nomination Procedures of Directors and Top Executives
Independent Directors
The Company has clearly defined “Independent Director” in the Company’s regulation on
the Board of Directors that is published on the Company’s website. The definition is in compliance
with the Capital Market Supervisory Board, including no participation in business management; no
relationship, by family or by law; no business relations with the Company and its subsidiaries in a
manner that may cause conflict of interest; not being the auditor or professional service provider,
including legal or financial advisors; and no relations with the major shareholders and no other
condition that prevent them from providing independent opinion on the Company’s operations. The
Company’s regulation on shareholding of the Company’s shares is stricter than that regulated by the
Capital Market Supervisory Board. Under the Company’s regulation, an Independent Director can
hold no more than 0.5 per cent of the total shares with voting rights of the Company, subsidiaries and
joint ventures or other legal entity that may have conflict of interest while the Capital Market
Supervisory allows up to one per cent of the total shares.
To recruit an Independent Director, the Company follows the recruitment and nomination
procedures of directors, the details of which are described under the same topic. On 31 December
2014, the Company has eight Independent Directors (53.3 per cent) which accounts for more than
one third of the total members (15) of directors. They are Captain Siridech Julpema, Mr. Songpope
Polachan, Police Lieutenant General Thavorn Chanyim, Mr. Satit Rungkasiri, Mr. Chavalit Pichalai,
Miss Piyathida Praditbatuga, Miss Rattana Tripipatkul and Mr. Suwit Kongsaengbhak.
Recruitment and Nomination Procedures of Directors
To enabling the Board of Directors to efficiently and effectively perform their duties and
supervise overall business operations and enhance their willingness to contribute time and efforts to
their designated missions that will strengthen the Board of Directors, the Company gives high
importance to the nomination and recruitment. This is to ensure the best benefits of the Company
regarding policy formulation and regulating the management and operations. Qualifications of
Directors and Independent Directors are specified in accordance with the Company’s Articles of
Association, legal requirements, and regulations set by related regulating agencies. The Company
also considers educational background, training, work experience, specialized areas and skills that
best correspond to the Company’s business.
The Human Resources and Remuneration Committee is responsible for selecting,
recruiting and screening nominees for the Board of Directors’ consideration. Directors’ appointment
includes 2 cases as follows:
Case 1 - A director position is vacant due to reasons other than rotation of office: The
Board of Directors has the authority to elect any persons to replace the resigned Directors. The
Director so appointed shall retain his/her office during such time only as the resigned Director is
entitled to retain. Approval of no less than three fourths of the remaining Directors is required for this
case.
Part 2 Management and Corporate Government
Page 108
Case 2 - A Director position is vacant due to rotation of office: The Board of Directors
shall propose to the shareholders’ meeting. Criteria and process are specified in the Company’s
Articles of Association.
Committed to equal treatment of shareholders, the Board of Directors encourages
minority shareholders to nominate a person with proper qualifications for the Board to consider and
propose to the shareholders’ annual general meeting. This practice has been implemented since
2008. Details are specified in the Good Corporate Governance Report section.
Recruitment and Nomination Procedures of Top Executives
“Top Executive” means a person who holds the position of Chief Executive Officer, Senior
Executive Vice President and Executive Vice President.
In appointing the Management, the Company considers the nominee’s educational
background, knowledge, skills and work experiences, which should benefit their designated missions
and the Company’s overall operations to support the Company’s group efficiency, effectiveness and
growth. The Human Resources and Remuneration Committee is assigned to recruit the top
executives of the Company’s Group and propose to the Board of Director for appointment.
Directors representing the major shareholders, EGAT, which has the right to nominate
directors according to its shareholding, has been appointed after the same selection procedure. The
nomination is submitted to the Human Resources and Remuneration Committee for consideration and
screening prior to the Board of Directors’ consideration and /or the shareholders’ meeting
consideration according to the proper selection procedure. Background and qualifications that are
proper and necessary in governing the Company’s business are taken into consideration. This also
applies to the CEO, who is EGAT’s top executive and seconded to work at the Company.
10. Social Responsibilitiy This year the company faced a supply shortage of natural gas from Myanmar, which is the
primary fuel of three power plants, namely Ratchaburi, Ratchaburi Power, and Tri Energy, with a
combined installed capacity of 5,754 MW, causing from their four shut down including the regular
maintenance plan. All three represent power generation sources supporting power security in the
Central Region and the South. To ease the situation, we managed the fueling efficiency of all plants:
for the thermal power plant to be prepared for bunker oil usage, and for the combined-cycle power
plant to be prepared for diesel usage. We also reserved fuels for contingencies in case the National
Control Center of EGAT needs them. At the same time, we postponed our planned plant maintenance
shutdown during the critical period. As a result of all these moves, Thailand’s electricity system
proved stable enough for the economy and the public to stay intact.
Fully recognizing the environmental concerns of our neighboring communities when we need
to fuel power generation with liquid fuels during such a period, we kept a close watch on the efficiency
of environmental quality management, notably the FGD efficiency in the thermal power plant, which
Part 2 Management and Corporate Government
Page 109
achieved 97.3% efficiency. Officers of both plants also fostered an understanding among the
communities by alerting them of the plans to use liquid fuels and the appearances of smoke resulting
from their combustion. Further, the measured values of pollutants during such periods were found to
be within the limits required by law, and the communities expressed due appreciation of our situation
and the necessity.
Global climate change is a risk challenging the company’s future growth and sustainability,
most likely leading to the shortages of water (a vital factor for power generation); flooding affecting
power generation; various countries’ enforcement of laws, regulations, and taxation to set goals for
greenhouse gas emissions under the obligations of the Kyoto Protocol; and public resistance to coal-
fired power plants. The company’s twin management approaches of such risks consist of, first,
increasing the goals under renewable energy projects with an emphasis on solar power, wind energy,
biomass, and refuse derived fuel, and second, setting goals for greater reduction of greenhouse gas
volumes in managing and preserving forest areas as carbon dioxide trapping sources.
In running our businesses, we have remained committed to good corporate governance. All
our activities must be based on morality, ethics, integrity, and responsibility. This year we declared
our intention to join the Thailand Private Sector Collective Action Coalition against Corruption (CAC),
recognizing that corruption not only poses obstacles and threats to our sustainability, but also harms
the economy and society in the long term. Our stewardship of neighboring communities is ongoing.
Besides controlling and preventing impacts of our businesses, we supported and promoted the quality
of lives in various ways. This year our power plants, consisting of the company’s plant, Tri Energy
Power Plant, Ratchaburi Power Company’s Power Plant, Ratchaburi World Cogeneration, and
renewable energy power plant sponsored over 226 million baht going to the Power Plant
Development Fund.
As for our stewardship of employees, our most precious resources, this year we focused on
work safety, occupational health, and work environment, setting goals of zero accident at all sites,
including Head Office. To cultivate employees’ awareness that accidents are preventable if they are
serious about them and cultivate work safety habits, we staged training and assorted activities at
Head Office and our group’s power plants. To extend our efforts, we ensured that business partners,
community residents, and external parties that entered our office or power plants must observe our
goals. This year our Head Office, Ratchaburi Power Plant and Ratchaburi-Power successfully
accomplished zero-accident target, since no employee, contractor employee, or subcontractor
employee was injured while working there.
Looking ahead
We will continue to dedicate manpower and resources to drive our strategic plans toward our
goal: To be a leading value-oriented integrated energy company in Asia-Pacific. Next year, our goal
for enterprise value is 133 billion baht. Our new strategic plan approach will be retained: Focus on
investment expansion for major core fuel project and renewable-energy projects abroad; prepare for a
new domestic IPP bidding round; establish a downstream business platform; extend cooperation with
Part 2 Management and Corporate Government
Page 110
partners and seek new partners to grow business abroad; squeeze efficiency out of the quality of
assets and finance; upgrade personnel caliber so that they may become smart and noble; and
promote a corporate culture that is deep-rooted in good governance. As for the anti-corruption aspect,
we are upgrading our preventive and audit systems to meet international standards and plan to
undergo assessment by CAC within two years.
One of our major missions is to administer climate change. This task will accompany
corporate growth; management of greenhouse gases through capacity increase associated with
renewable energy; and reduction of carbon dioxide emission (direct and indirect). Improvement of
activities and goals in line with the public sector and international practices will be our norm. Next
year, Ratchaburi Power Plant plans to join a pilot project of Thailand Voluntary Emission Trading
Scheme, organized by the Thailand Greenhouse Gas Management Organization (Public
Organization).
Over the past 15 years, Ratchaburi Electricity Generating Holding PCL. has been confident in
its full commitment and responsibility to all parties. We have relentlessly addressed communities’
needs while exerting our stewardship of the environment, for these approaches would lead us toward
genuine sustainability. On behalf of the Board, executives, and employees, I sincerely wish to thank
all sectors for their excellent support to and encouragement of the company’s growth and security.
1.1. Reporting Approach
This 2014 edition of the sustainability report of Ratchaburi Electricity Generating
Holding PCL. (“the company”) publicizes the policies, strategies, operating approach, and
performance for its key economic, social, and environmental sustainability for its stakeholders.
Spanning business performance from January 1 to December 31, 2014, this issue is the second
report, prepared under the Global Reporting Initiative (GRI) guidelines version 4.0 (G4).
This report aligns with the approach taken by GRI G4 (Core Level) and the methods to
evaluate the calculation and hypothesis used for estimate data will be presented in the topic relating
to the said data, without repeating data of last year.
Here is the procedure for the determination of contents:
Step 1 : Identification
Identify key sustainability aspects to business strategies or aspects of value to
stakeholders, while reviewingthe sustainability aspects of the power industry.
The company groups stakeholders by reviewing their relevance to its mission, goals,
strategies, and values, as well as those affected positively and negatively by its business, and those
interested in its business operation, into 11 groups, with its own process for forging engagement and
echoing each group’s expectations:
Part 2 Management and Corporate Government
Page 113
Step 2 : Prioritization
The company has to prioritize aspects with due regard for effects on stakeholders’
assessment and decision-making together with economic, social, and environmental significance to
its business. Corporate units and data-supplying units are also responsible for reviewing and
prioritizing such aspects.
Step 3 : Validation
Corporate units preparing the report are in charge of aspect validation to ensure the
completeness in line with the principles of report quality identification.
Step 4 : Review
Stakeholder interviews take place after this report’s publicity so that their views may be
applied to content revision for subsequent editions to address aspects of stakeholders’ expectations
and interest.
Part 2 Management and Corporate Government
Page 115
1.2. Environment Responsibility
1. Greenhouse Gas Management
Placing emphasis on mitigating greenhouse gas emission, the company assesses
volume of greenhouse gas released from operation of the company group and determines long-term
target of greenhouse gas reduction expecting to finish by 2015.
In 2014, the company’s three main power plants; Ratchaburi Power Plant,
Ratchaburi-Power and Tri Energy fired 192,573 million cubic feet of natural gas, 86.1 million liter of
bunker oil and 16.7 million liter of diesel in generating electricity of 22.9 million MWh. The generating
process emitted 11.3 million tCO2e of greenhouse gas equivalent to greenhouse gas intensity of
0.495 tCO2e per MWh.
Part 2 Management and Corporate Government
Page 116
2. Greenhouse Gas Emission Reduction
Greenhouse gas reduction initiatives were continuously carried out. The emphasis
is placed on enhancing operation efficiency and saving energy in the power plants. Ratchaburi Power
Plant, a main power generation source of the company group, formulates a five-year energy
conservation plan (2013-2017) at target of 1,192 MWh. At the end of the plan in 2017, accumulated
energy volume from the plant’s initiative each year was projected to 3,576 MWh. In 2014, the plant
achieved beyond its energy efficiency target at 715 MWh with actual energy saved of 4,881 MWh
resulting from the generation efficiency improvement and energy consumption reduction.
Generation Efficiency Improvement
In 2014, the company group implemented generation efficiency improvement and
enabled to save energy of 4,652 MWh, indicating cost reduction of 9,768,702 baht and the greenhouse
gas reduction of 2,425 tCO2e. The significant efficiency improvement in 2014 includes:
Enhancement of Steam Turbine Cycle
The steam turbine cycle efficiency enhancement was implemented for Ratchaburi
Thermal Power Plant unit 1 and 2 by operating full scale of 20 cooling tower fans during 24.00-08.00 hours
in order to maintain appropriate temperature in the cooling tower basin. It successfully reduces heat of
6,785,023 MJ per year, resulting to energy saving of 1,885 MWh per years, greenhouse gas reduction of
983 tCO2e and cost reduction of 5,600,000 baht per year.
Fuel saving Project
The initiative was conducted for Ratchaburi Thermal Power Plant unit 1 by transferring
source of steam from Thermal Power Plant Unit 2 to Combined Cycle Power Plant block 1-3 which
produced much heated steam. At the result, thermal power plant Unit 1 not only stabilized its warm
condition, but also decreased steam production of 1,000 tons, equal to energy saving of 1,343 MWh per
year, greenhouse gas reduction of 700 tCO2e, and cost reduction of 1,375,032 million baht per year.
Energy Saving from Change of Sampling Point
This project is to save energy by changing the sampling point for measuring water
quality. The sampling point is changed to 200 MW. in operation, from the previous sampling point of 300
MW. Then, the electricity consumption decreased by 240 MWh, equal to the greenhouse gas reduction of
125 tCO2e or cost reduction of 693,000 bath per each start up.
Power Saving Campaigns
Power Saving in the Power Plants
In 2014, the company group undertook many projects and was able to reduce the
electricity consumption of 15,960 KWh, equivalent to greenhouse gas reduction of 1,334 tCO2e:
1) Road Lighting Luminaire Changing Project: For the area around Ratchaburi
Power Plant, the HID 250W lighting luminaires were replaced with LED 100W lighting luminaires
Part 2 Management and Corporate Government
Page 117
which led to the cost reduction of 1,444,422 baht per year and greenhouse gas reduction of 254
tCO2e per year.
2) Air-conditioner System Improvement for the headquarter’s building: This
initiative can save power of 120 MWh, leading to cost reduction of 300,000 baht per year and
greenhouse gas decrease of 70 tCO2e per year.
3) Lighting System Improvement: The HPS 1000 W and HPS 250W light bulbs at
gas steam turbine compartment and entrance of Ratchaburi-Power Power Plant were replaced with
LED light bulbs which can reduce electricity of 671 MWh per year, demonstrating to cost reduction of
2,927,716 baht per year, and greenhouse gas lessen of 390 tCO2e per year.
Energy Saving at Head Office
Organized power efficiency campaign aims to lessen electricity consumption and
office supply usage by 10% compared to 2013 performance. Employees were encouraged to learn
more about ways of energy and resource utilization in their work process. To this end, the company’s
electricity and water consumption decreased by 571 MWh and 5,105 cubic meters, lower 21% and
19% from 2013 respectively. It indicates greenhouse gas reduction of 332 tCO2e and administration
expenses lower by 1.98 million baht in 2014. This reflects to our achievement in resource and energy
saving at target of 10% from 2013. The implemented program included Green Office project and MEA
Energy Saving Building program.
Power Generation from Renewable Energy
In 2014, the company’s capacity of renewable projects in and outside Thailand
totaled 143.45 MW, reducing oil consumption of 76.4 million liter per year, and greenhouse gas of
226,029 tons tCO2e. The company targets to increase renewable capacity domestically and
internationally to 500 MW by 2017.
Reduction of Trade Partner’s Greenhouse Gas
Determined to reduce indirect greenhouse gas, the company prefers joining hands
with trade partners that operate business concerning environment responsibility policy since 2013. It
applies to green procurement as realizing that it will help relieve environmental impacts and climate
change.
The company mostly procures spare parts and equipment of power plants from
world-class manufacturers who committed to environment care and social responsibility. Products and
services certified by environmental management standard are also selected. This method helps the
company reduce indirect greenhouse gas and support green procurement target of 25% by 2017.
Promotion of Greenhouse Gas Emission in Local Communities
The expansion of community energy project under the collaboration of the company
and Provincial Energy Office aims to support energy efficient appliances, such as energy saving light
bulbs and high-efficient stove which started in 2011 at Tharab Sub-district, Muang District; Ban
Singha Sub-district, Bodharam District, Ratchaburi Province as well as community forest in the
Part 2 Management and Corporate Government
Page 118
province. In 2014, this project is expanded to another three sundistricts including Nam Phu Sub-
district, Muang District, Ratchaburi; Thamai Ruak Sub-district, Tha Yang District, Phetchaburi
province and Nong Rong Sub-district, Phanom Thuan District, Kanchanaburi province, with energy
saving target of 5% of each location.
The project offers 242 appliances for 234 households and 8 vocational groups. For
Ban Singha Sub-district, Tharab Sub-district and community forest, there were 46 appliances offered,
which can reduce heating value of 708,175 MJ per year from biogas use, efficient wood-burning stove
and high heating stove. Greenhouse gas reduction of 76 tCO2e resulted from energy saving and less
LPG consumption. The efforts enabled cost reduction of 38,880 baht per year. Progress of three new
locations is under data collection of community energy consumption, which is expected to be finished
in 2015.
Foster Awareness for Behavioral Change
For increasing awareness and encouraging the behavioral change in energy and
natural resource utilization to alleviate the climate change, the company organized many programs for
employees and stakeholders, such as youth camps and community forest leader network seminar
under the project of “Love the Forest and the Community”. This environmental care project help
create understanding toward the use of energy and natural resource as well as increasing the
participation of the youth and forest community leaders in forest conservation for enlarging carbon
sink.
After the activity, 326 employees, youth and community forest leaders have a good
understanding toward the proper utilization of energy and natural resource. Aside from changing
behavior relating to the use of energy and natural resource, 63% of youth participating in Klayim youth
camps implemented their brainstormed environment care initiatives in their community, such as
mangrove plantation and waste separation for recycle which will help reduce the greenhouse gas
emission and enlarge the carbon sink.
3. Increase in Carbon Sink
In addition to direct and indirect efforts to reduce greenhouse gas, the company
also promotes a project to continuously enlarge the carbon sink or carbon offset. The project
implemented in power plants included effort to enlarge green area in vacant area. Meanwhile, other
projects operate outside the power plants were the “Love the Forest and Community” Project, activity
to strengthen community forests in Ratchaburi province, a project of planting trees in upstream forests
to create carbon sink area in Nan of 138,749 rai enabling to store carbon of 277,498 tCO2e.
4. Long-term Greenhouse Gas Reduction Plan by Power Plant
In 2014, the company starts development of long-term greenhouse gas reduction
plan for fossil fuel-fired power plants (99.99% shareholding) introduced by Ratchaburi Power Plant
and Tri Energy. It is under studying relevant data in order to assess the plant’s reduction capability of
Part 2 Management and Corporate Government
Page 119
greenhouse gas and link the target into the company’s strategy plan. This effort is expected to be
finished in 2015.
In addition, Ratchaburi Power Plant participates in Thailand Voluntary Emission
Trading Scheme (T-VETS) organized by Thailand Greenhouse Gas Management Organization (TGO)
in collaboration with Chula Unisearch, Chulalongkorn University. Under the scheme, the plant will
apply Measurement, Reporting, and Verification System (MRV) and operational regulations of T-
VETS for reviewing its greenhouse gas management. This participation is in line with the company
group’s long-term greenhouse gas management goal and reflects the company’s commitment in
supporting the greenhouse gas reduction plan of the country under United Nations Framework
Convention on Climate Change (UNFCCC). Thailand has implemented greenhouse gas reduction to
reach specified goal in 2020 onwards.
5. Risks and Opportunity from Climate Change
Climate change is a cause of natural disaster, particularly flooding and drought that
are now intensified, with greater impacts to life quality and environment. The company realizes and
takes into account the said issues as a part of risk management to prevent any impact to business
operation. For the power plant development, the company normally assesses environmental and
social impacts in all dimensions as well as designing project to cope with natural disasters, such as
flooding, drought and earthquake in order to maintain distribution availability and prevent financial
damages.
In 2014, the Risk Management Committee took climate change issue into
consideration, particularly for new project development and advising measures to prevent problems
for commercial operated power plants. The company also tailored risk management guidelines for
each power plant in order to prevent climate change impacts that possibly affect future growth and
business sustainability.
Water Risk Management
The company continued to monitor the water situation and statistics of the raw
water source for its main power plants, including Mae Klong river basin in Thailand and Ngum river
basin in Lao PDR, with managing risk methodology described below:
Managing Flooding risk
The company assesses the risk factor since the project location selection through
studying geographical and historical data of the project location and potentiality for designing and
planning the project area. All power plants are required to build the drainage system around the
project location, raw water reservoir, storm drain pond as well as berm to prevent flooding around the
power plants. This are regarded as the corrective and preventive measures for lessening
environmental impacts as specified in EIA. According the massive flooding in 2011, the power plants
of the company groups located in central basin have already improved and added the preventive
measures.
Part 2 Management and Corporate Government
Page 120
Commercial Operated Power Plants
Ratchaburi Power Plant and Ratchaburi-Power arranged a emergency plan manual
to cope with flooding. Relevant persons were trained and informed of their responsibility when facing
the incident in order to solving problem in effectively and timely manner. The drill was periodically
organized in order to enable the power generation continuity. In 2014, there was no incident affecting
the power generation.
Power Plant under construction
Two units of 117-MW Ratchaburi World Cogeneration located in Ratchaburi
industrial estate encounter flooding risk by studying and assessing impacts towards its operation and
business in 2013. It then installed underground and on ground flooding prevention system during April
and August 2014. Soil cement system was employed to prevent underground water, with pumping
system for flooding drainage. For the ground work, 2-meter levee was built to prevent flooding in the
project location. This levee was raised around 0.5 meter from the highest level of previous massive
flooding. Thus, levee’s height reaches 6.5 meters from sea level. The operational budget amounting
to 50 million baht was provided to support the power generation continuity as well as reduction of
flooding insurance cost. This prevention will also help enhance the confidence for stakeholders
towards the company group’s power generation.
Managing Drought Risk
According to the assessment of drought risk of power plants located in Ratchaburi,
it showed that water volume of Mae Klong River has no signal of shortage due to the abundance of
the upstream forest. The water volume is still able to support both community and agricultural sector
as usual. For hydroelectric power generation, the company employs the rule curve system in order to
cope with flooding and drought risk for efficient planning short- and long-term power generation plan
as per the PPA.
Commercial Operated Power Plants
For the power generation of Nam Ngum 2 Power Plant in Vientiane, Lao PDR, it
was found that the water volume was unstable and the operation may be affected by the drought.
According to PPA, it allows the plant to request for ceasing operation when the water volume is not
adequate for generating power (at the lowest rate required by PPA) and it can made requests 2 times
in advance throughout PPA. However, the power plant has implemented upstream water
management by jointing hands with Ministry of Energy and Mine, Lao PDR by specify an action plan
and budget as well as monitoring annual performance. This is regarded as the long-term water
shortage risk preventive measures.
Under Construction Power Plants
Lignite-fired 1,878 MW Hongsa Power Plant in Lao PDR that is under construction
currently proactively managed water shortage risk due to limitation of Nam Luek dam water volume of
16.4 million cubic meters slightly being risky to water conflict with community. As a result, the plant
Part 2 Management and Corporate Government
Page 121
finds alternated supply of water source of 19 million-cubic meter Nam Khan Dam. Water will be
distributed by pumping system which was set up at the power plant construction stage. This water
source management is the collaboration with government sector which helps secure power
generation and prevent any impact for the community’s water consumption.
6. Environmental Footprint
On the part of environment and community responsibility, the company group
continues to put the best effort to maximize generation efficiency in order to minimize environmental
impacts. Realizing that the power generation generally involves the consumption of natural resources
and causes impacts to the environment and society overall even though electricity is generated for
serving national economic and social development, the company, then, pay seriously attention to fuel
combustion efficiency in order to manage air quality at legal accepted requirement. Water
management by optimizing raw water and treating quality of effluent before discharging to the
environment is also our priority. Meanwhile, waste management is carried out through reducing,
reusing and recycling, with an aim to achieve to zero hazardous waste to landfill.
The company’s power stations strictly comply with relevant environmental law and
regulations of every countries where operated and also implement environmental impact mitigation
and protection measures approved by relevant authorities. The facilities continuously conduct
environmental quality monitoring and report the performance to the said authorities as per the timeline
specified by laws. In 2014, the power plants of the company group in Thailand and outside completely
complied with relevant environmental law and regulations. Thus, there was no issue about legal
compliance and fines charged the company.
Responding to our mission of world-class operational excellence and environment
and social responsibility, the company group has employed environmental standards into operational
process with an aims to enhance efficiency and effectiveness of environmental quality management
system. This action eventually brings us confidence and acceptance of stakeholders domestically and
internationally. The standards implemented in the company group are following below:
Part 2 Management and Corporate Government
Page 122
Environmental Quality Management at Power Plant
Fuel and water are essential materials for power generation. The main power plants of
the company group in Thailand, including Ratchaburi Power Plant, Tri Energy and Ratchaburi-Power,
with total equity capacity of 4,695 MW, use natural gas as primary fuel which imports from Yadana
and Yetagun fields in Republic of the Union of Myanmar. Meanwhile, bunker oil and diesel oil,
secondary fuel, were reserved for thermal power plant and combined-cycle power plant respectively.
Due to different type of power plants, environmental quality management measures are varied
particularly in air quality management.
Under the ultimate goal to generate electricity based on environment- friendly process
and resources utilization, each power plant has appointed the Environment Management Committee
and Environment Working Group to be responsible for supervising and monitoring plant’s operation
and maintenance, and assuring completeness of legal and the company’s rule compliance. Also,
mitigation measures of air emission, water and waste must be performed efficiently and effectively.
Air Emission and Waste Management Air Emission
The company group strictly controls air emission from power plant within the legal
accepted requirement. Pollutants arising from combustion process including nitrogen oxides, sulfur
dioxide and particulate matters are well managed by emission controlling system as described below.
Air Emission Prevention and Controlling Technology of Combined-Cycle Power Plant
Nitrogen Oxides (NOx) arisen from firing natural gas is minimized by the Dry
Low NOx burners. In case of diesel firing, a secondary fuel, the
demineralized water will be sprayed into the combustion compartment to
lower temperature at level that prevents occurrence of the oxidization of
nitrogen.
Part 2 Management and Corporate Government
Page 123
Air Emission Prevention and Controlling Technology of Thermal Power Plant
The power plant’s combustion system equips with a Low NOx Burner and the
Flue Gases Re-circulation technology that ensures low nitrogen oxide
emission level.
The Flue Gas Desulfurization System (FGD) is installed when the bunker oil
are fired.
Air Quality Monitoring System
The power plants install the Continuous Emission Monitoring Systems
(CEMs) at all power stacks ensuring pollutants are controlled at legal
required level.
The power plant established five air quality monitoring stations equipped with
the Ambient Air Quality Monitoring Systems (AAQMs) at the community
surrounding Ratchaburi Power Plant and Ratchaburi-Power.
The emission prevention and controlling system as well as the air emission
monitoring system at all power plants was designed and installed at beginning of project development
and construction. The systems were regularly verified its exactness of data, and maintained as per
specified work plan. The said process helps assure the emission management efficiency and air
emission level within legal requirement. In cases of air emission abruptly higher than legal standard,
the alarm in the control room will alert the operators to recheck the said systems and then National
Control Center will be informed and asked for reducing power production or stop the operation until
the emission controlling system is recovered to operate efficiently and emission controlled at the legal
specified requirement.
In 2014, the average concentration of emission released from Ratchaburi Power
Plant was lower than minimum legal requirement according to the Ministry of Industry’s notification
(B.E. 2547). It resulted from natural gas mostly used for generation. In case of Ratchaburi Thermal
Power Plant’s generation by bunker oil, emission was controlled by Flue Gas Desulfurization System
(FGD) which is continuously maintains its SO2 removal efficiency at 97.3% (better than its installed
efficiency of 97.2%).
Waste Management
Placing emphasis on waste recycling for maximized environment and social benefits, the
company hires authorized waste management service providers following the recycling method specified
in the Ministry of Industry’s notification. The company closely surveillances waste disposal operation of the
hired service provider and its subcontractor at their places to ensure that waste was correctly and
appropriately managed according to specified disposal methods required by relevant law.
For garbage and recyclable waste, the local administration agency is hired to manage
them according to the sanitary standard. Gypsum waste from desulfurization process is disposed at the
power plant’s landfill site lining with High Density Polyethylene (HDPE) sheet at the bottom and then
Part 2 Management and Corporate Government
Page 124
distributed to cement manufacturing’s suppliers later. Meanwhile, underground water around the landfill is
monitored and assessed every six months.
In 2014, the main power plants of the company produces total waste of 10,444 tons
including non-hazardous waste of 10,146 ton and hazardous waste of 298.21 tons divided into 297.8 tons
of recyclable hazardous waste and 0.41 tons of secured landfill. In 2015, the company aims to achieve
zero hazardous waste landfill.
Water Management
Water is a substantial material for power generation and water management is our
priority. The company works closely with the plant’s operator to observe water usage volume in
generation process. The company also puts the best effort to managing raw water supply insufficiency
and wastewater quality aiming to maintain power generation and business continuity. It seriously finds
ways to use less water in generating process in order to avoid water conflict with community and
discharge quality treated water to natural waterway to protect environmental impact.
Reduction of Water Usage in Power Generating Process
Realizing that high volume of water used in power generating may affect the water
consumption of community and ecology system, the company has closely monitored data of water usage
volume in power production process and assessed possible environmental impacts. Presently, it is found
that Ratchaburi Power Plant, Tri Energy and Ratchaburi-Power supply raw water from Mae Klong River,
with a quantity of 33.06 million cubic meters representing 1.2% of total water volume of the river. Due to
abundant water volume of the river, community is not affected from the plants’ consumption as well as
ecology system and the data shows that since 2001 water resource has been capable to support the
plants’ operation without any conflict with community.
The cooling system requires relatively high water quantity of up to 75% of the entire water
quantity required in production process. As a result, all power plants try to find way to use cooling water as
much as possible for reducing the use of natural water. To this end, the plants achieve target of 4-6 cycles
(for acidic system) and 3-4 cycles (for basic system) before discharging it to the holding pond. Also, the
ratio of water usage volume to the power generating capacity is another indicator leading the power plants
to research for new methods of water reuse and wastewater quality improvement for recycling at plants.
In 2014, volume of reused water using in the plants excepting to cooling system
increased to 973,702 cubic meters representing 3% of total raw water and higher than last year
performance at 2.8%. This initiative compliments to the plant’s power saving due to less water pumping
and wastewater discharge.
Effluent Quality Control and Treatment
Wastewater mainly outputs from electricity generation process and the sanitary. Most
volume of wastewater comes from process of heat exchange in cooling system. The type of wastewater is
treated by process of sedimentation and temperature lowering to environment level and managed its
quality control according to legal requirement before discharging to a natural waterway. This method is
able to minimize impacts toward biodiversity of public water resource. The wastewater outputs from the
Part 2 Management and Corporate Government
Page 125
building is also well treated to reach the quality standard of legal requirement and then it was reused for
garden watering system. The quality of effluent at the key power plants in 2014 was higher permitted
standard stipulated by the Ministry of Industry and the Royal Irrigation Department.
Environmental Quality Management Recognition
Due to earnest environmental management, Ratchaburi Power Plant, Tri Energy Power
Plant, the bunker oil transmission project for Ratchaburi Thermal Power Plants unit 1 and 2 and RATCH
Group Building were recognized by “Outstanding Award” for Enterprise complying with EIA Monitoring
Awards 2014 which was organized by Office of Natural Resources and Environmental Policy and
Planning. In addition, Ratchaburi Power Plant, Tri Energy and Ratchaburi-Power were successfully
certified ISO14001 standard in 2002, 2003 and 2009 respectively and consecutively.
New Project Development and Environmental Stewardship
New project development is the key work plan driving the company to be a leading
value-oriented integrated energy company in Asia-Pacific. For power plant development, the company
has been strictly complied with the law, particularly quality of EIA arrangement that must be in line
with criteria, methods and regulations specified by relevant units. The stakeholder inclusiveness is
important mean to hear opinions and concerns about the company’s activities. Concerned
stakeholders include all parties around the project such as community member, educational
institutions, public health and religious organizations, local administration bodies, local academics,
non-profit organizations, local opinion leaders, vocational groups as well as national, regional and
local governmental agencies.
There are many channels provided to receive local opinions, such as a formal
meeting, focus group consultation, informal dialogue, interview and questionnaires. Emphasis is
placed on the project’s environmental, social and economic impacts as well as the mental impact.
Stakeholders strongly expect the company in preventing operational impact seriously and caring of
their concerns especially on air emission and water management. The company takes the said issue
into account for specifying the specification of power plant machinery and technology as well as
environmental quality control and prevention system that meet the world-class standard. The issue
concerned is also considered for formulating environmental impact prevention and mitigation
measures for the EIA report, such as specifying the number of water reusing cycle at cooling towers
in order to reduce water use from natural water resource preventing water conflict with the
community.
The economic and social impacts from the project are also important issues towards
the communities and stakeholders’ opinions, especially benefits generated to the community and local
people. Efforts to greater support local communities includes implantation of a community
development plan based on local needs, company registration in location of the project, local
employment and procurement as well as contribution to the power development funds according to
generation volume and types of fuel. Nevertheless, all measures must be accepted by relevant
stakeholders, thus supporting the success of new projects as specified in work plans.
Part 2 Management and Corporate Government
Page 126
The EIA reports of new projects must be approved by the supervisory and local units
before asking for business license and starting project construction. All projects, during the
construction and operation period must be complied with the environmental impact prevention and
mitigation measures as well as the environment quality monitoring measures specified in the reports
until expiry of the project. For international projects, the company follows the said practices as basic
guideline and adjusts to suit the law and regulations of each country.
During the past five years, the EIA reports of six projects have been approved by the
relevant authorities:
1) 1,878-MW Hongsa Thermal Power Plant in Lao PDR
2) 234-MW Ratchaburi World Cogeneration Power Plant in Ratchaburi industrial
estate
3) Natural gas pipeline project for distribution to Ratchaburi World Cogeneration
Power Plant
4) 410-MW Xe-Pian Xe-Namnoy Hydroelectric Power Plant in Lao PDR
5) 132-MW Nava Nakhon Power Plant in Nava Nakhon industrial zone,
Pathumthani
6) Natural gas pipeline project for distribution to Nava Nakhon Power Plant
Environmental Impact Assessment
Ratchaburi World Cogeneration Power Plant
Most electricity from 234-MW Ratchaburi World Cogeneration Power Plant located in
Bodharam District, Ratchaburi Province will be distributed to EGAT. Meanwhile, remainder of electricity
and steam will directly distributed to customers in Ratchaburi industrial estate.
Two units of cogeneration power plant mainly use environment-friendly natural gas. Each
unit contains 2 units of gas turbine, 2 units of high pressure steam generator and a unit of steam turbine
generator.
The EIA of Ratchaburi World Cogeneration Power Plant was considered and approved
by the Office of Natural Resources and Environmental Policy and Planning on November 2012. The first
unit was commercially operated in November 2014 and the commercial operation of second unit is
scheduled in March 2015.
The abovementioned projects have strictly followed environmental impact prevention and
mitigation measures and the environmental quality monitoring measures, thus leading to smooth
construction and environmental quality management, such as air emission, wastewater, waste and noise
under the specific legal standard. Environmental quality monitoring report was arranged and biannually
submitted to relevant units. The report includes the project progress since the construction stage as well as
life quality development for local communities in order to creating the acceptance.
Part 2 Management and Corporate Government
Page 127
11. Internal Control and Risk Management
Internal control is an ongoing process and an integral part in any activity. It is a process that an
organization has to create and embrace with support from the Board of Directors and employees at all
level. The main objective of internal control is to ensure confidence in operational, financial reporting and
compliance with applicable laws and regulations.
Considering internal control as very important, the Board of Director assigned the Audit
Committee to review, monitor and assess the sufficiency of the internal control system, ensuring
operational efficiency and effectiveness, quality and reliability of financial reports, compliance with
applicable laws, regulations and organization’s policy. The Internal Audit Division is responsible for
reviewing all activities of the entire Group, providing advices on internal control and conducting
assessment for internal control sufficiency to be reported to the Audit Committee on annual basis.
In 2014, the Audit Committee convened six meeting to discuss matters with the Management,
Auditors and the Internal Audit Division. The Audit Committee has fully respected related laws and scope
of responsibility laid out by the Board of Directors in the Company’s regulation on Audit Committee 2008.
So far, the Audit Committee has never received report or complaint from the Auditors on significant
problem in the internal control system.
At the Board of Directors’ meeting No. 13/2014 held on 19 December 2014, the Board of Directors
provided the same opinion towards the internal control system as the Audit Committee’s assessment. Key
essences are as follows:
1. Organization and Environment
Realizing the importance of internal control system, the Company has provided for the
environment supporting internal control efficiency. The Board of Directors has set clear and measurable
vision, mission and goal for used as guidelines for the Management and employees’ operation.
The Company has clearly set organizational structure, line of control, approval authority and
responsibility for different levels, as well as well-rounded Key Performance Indicators (KPI) that serves as
the Company’s operational performance monitoring and assessment tools.
The Company has clearly set Code of Ethics and good corporate governance practice for
employees to follow.
The Company sets regulations/order as the operational guideline, authority dissemination,
responsibility and details of operations, such as accounting, finance, budgeting, procurement, human
resources and investment management. The regulations have been used guideline to all employees and
covered punishment in case of regulation infringement.
2. Risk Assessment and Management
The Company has introduced ongoing risk assessment. Working Group (comprising top
executives from all disciplines) and Corporate Planning Division are responsible for the assessment,
Part 2 Management and Corporate Government
Page 128
setting the objective of risk management, identifying risk factors, setting measures in managing and
controlling the risks to the acceptable level. The Committee coordinates with and holds meetings with
different disciplines on quarterly basis to appraise risk and possible impact after implementation of risk
management measures and present the report to the Risk Management Committee and the Board of
Directors on quarterly basis.
Details on risks, risk assessment and management are unveiled in the annual report under
Risk Factors section.
3. Control
Supervising the Management’s operation to ensure that the policy and direction set by the Board
of Directors have been well executed and responded, the Company has therefore provided for a control
system for accounting and finance, operation and supervision as follows:
Identifying scope of responsibility, authority and financial approval limit and cheque issuing
authority of different level of executives in writing as stated in the Company’s regulations/ order
Transactions that are considered as connected transaction must be approved by authorized
person who has no conflict of interest and must be screened by the Audit Committee based on the
Company’s benefit.
Regularly monitoring the Company’s Group’s performance, which is responsible by the
business group under the Deputy CEO. Business direction is set according to the Company’s regulation
on the supervision of subsidiaries, affiliates and joint ventures requiring the Board of Director to formulate
policy through the Company’s representatives who are seconded to be shareholders, directors or
management of those businesses. The Company’s representative are required to produce a report and
submit to the Board of Directors on quarterly basis.
4. Information Technology and Communications
The Company views that the information and communications system are important tools for
the Company’s operations. The Management has provided for efficient communications channels as
follows:
The Company sends meeting notice and related document to each committee prior to the
meeting date, providing them with sufficient time to study the information. Questions and concerns raised
at the meeting, answers, clarifications, opinions, notice and recommendations of each director on each
agenda are recorded. The meeting resolution is summarized in the meeting report for reference and audit.
The Company arranges separate meetings between the CEO and head of each disclpline
from director vice president level and above, on monthly basis to monitor the progress of work, solve
problems, provide significant information that is sufficient for operations and communicate with
management at all levels.
Financial and accounting executives in cooperation with the Auditors presenting
information to the Audit Committee for accounting review according to the changing generally accepted
accounting standard and international accounting standards.
Part 2 Management and Corporate Government
Page 129
The Company also has in place effective storage of information, document, accounting
records, financial reports and significant documents in good order and group. As a result, the Company
has never been informed of significant problems related to document from the Auditors.
The Company provides for efficient internal communications through the Intranet and Lotus
Note, enabling all employees to have easy access to significant information elated to policy, regulations,
order and announcement.
The Company discloses significant information through SET’s channel and
www.ratch.co.th to allow outsiders, shareholders, investors and interested persons to have access to and
receive such information at all time.
5. Monitoring System
The Company sets goals for the strategic and business plans by setting goals and
indicators for all discipline. Operational performance is appraisal against the target. Difference between the
result and goals (if any) are thoroughly analyzed for preparation or solution for impact from such difference
before presented to the Board of Directors’ acknowledgement on quarterly basis.
The Internal Audit Department regularly reviews sufficiency and appropriateness of the
internal control system according to the annual audit plan approved by the Audit Committee. Results are
regularly updated and presented to the Audit Committee.
Part 2 Management and Corporate Government
Page 130
The Audit Committee’s Report
The Audit Committee of Ratchaburi Electricity Generating Holding Public Company Limited
comprises 4 independent directors. Capt. Siridech Julpema is the Chairman of the Audit Committee.
Other committee members are Mr. Satit Rungkasiri, Mr. Chavalit Pichalai and Miss Piyathida
Praditbatuga. Mr. Pornchai Chamnongdet, Vice President-Head of Internal Audit Division acts as the
Committee’s secretary. According to the Board of Directors’ resolution No. 4/2014, Mr. Chavalit
Pichalai was appointed a Committee member replacing Miss. Rattana Tripipatkul effective on 22 April
2014.
All members of the Audit Committee have complete qualifications of Independent Directors
and Audit Committee members as stated in the Company’s Regulations on the Company’s Board of
Directors 2013 and the Company’s regulations on Audit Committee 2008. Both of which are compliant
with the regulations of the Securities and Exchange Commission and the Stock Exchange of
Thailand.
In 2014, the Audit Committee convened six meetings, including one meeting between the
Committee and auditors without the presence of the management representative. (Details on each
Committee member’s meeting attendance appeared in the Meeting Attendance Table in the
Management Structure Section.) The Audit Committee’s Report The Management of the Company
and its subsidiaries and the auditors participated in the meetings to present information, listen to
opinions and suggestions that are useful to the Company’s management. The results of each meeting
were presented to the Board of Directors of the Company and its subsidiaries for their
acknowledgement.
Significant activities of the Audit Committee in the past year are as follows :
Reviewing quarterly and annual financial statements of the Company and its subsidiaries
for their completeness, correctness and reliability prior to presentation to the board of directors of
each company
Considering the implementation of new accounting and financial reporting standards that
have been revised and contain conditions that can be applied to the Company’s operations, which
became effective from 2014, by working closely with the auditors
Reviewing internal control sufficiency to ensure efficiency and effectiveness in overall
operations, enabling the Company to achieve its goals
Ensuring that the Company fully conforms with Securities and Exchange Law, rules and
regulations of the Stock Exchange of Thailand, and laws related to the Company’s business
operations
Reviewing items that may involve conflict of interest and ensuring that they comply with
laws and regulations issued by the Capital Market Supervisory Board and related bodies. Connected
transactions or items that may involve conflict of interest were reported to the Audit Committee for
Part 2 Management and Corporate Government
Page 131
approval before it was forwarded to the Board of Directors for consideration. The Company’s
management reported major transactions to the Board on quarterly basis.
Reviewing information on risk management system and having received the Risk
Committee’s report. Significant risks related to the Company’s business are reported in the Annual
Report.
Reviewing the internal audit activities by approving annual audit plan to ensure efficiency
and effectiveness, acknowledging the audit report, providing opinions on effective internal control to
prevent and reduce possible risks, and making recommendations on improvement monitoring in order
to secure appropriate and effective internal control activities
In summary, the Audit Committee considered that the financial statements prepared by the
Company and its subsidiaries clearly meet with generally accepted accounting standard, that the
information disclosure is sufficient, accurate, complete and reliable, that the internal control is efficient
and sufficient to prevent corruption and conflict of interest and that all departments have clear roles
and responsibilities. No significant weakness was found, which is in line with the auditor’s assessment
report. The operations of the Company and its subsidiaries fully comply with the laws regulating the
Securities and the Stock Exchange of Thailand, the Stock Exchange of Thailand’s regulations or other
related laws.
The Audit Committee approved and appointed Mr. Waiyawat Kosamarnchaiyakij (Registration
no. 6333) or Mr. Charoen Phosamritlert (Registration no. 4068) or Mr. Ekkasit Chuthamsatid
(Registration no. 4195) of KPMG Poomchai Audit Limited as the auditors for the Company and its
subsidiaries in 2015. The certified public accounting fee is Baht 2,223,000 (including out-of-pocket
expense), Baht 810,000 of which is the accounting fee for the Company’s auditing activity. The Audit
Committee proposed the matter to the Board of Directors for further consideration by the shareholders
at the ordinary shareholders meeting.
Capt....................................................
(Siridech Julpema)
Chairman of the Audit Committee
31 December 2014
Part 3 Financial Statement and Operation Performance
Page 148
Part 3
Financial Status and Operational Results
13. Financial Performance
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of financial positionAs at 31 December 2014, 2013, and 2012
2014 ** 2013 ** 2012
Amount % Amount % Amount %THB THB THB
Assets
Current assets
Cash and cash equivalents 10,623,059,474 11.04 7,437,781,555 7.94 8,260,581,184 8.53
Current investments 3,642,741,461 3.79 1,966,633,673 2.09 5,671,598,422 5.86
Trade accounts receivable from related parties 10,369,985,176 10.78 8,336,744,802 8.88 3,822,870,739 3.95
Trade accounts receivable from other parties 124,669,329 0.13 164,008,077 0.17 390,058,347 0.40
Other receivables 312,993,991 0.33 299,035,378 0.32 175,263,035 0.18
Advances to and other receivables from related parties 76,475,290 0.08 85,546,015 0.09 65,436,380 0.07
Short-term loans to related parties - - - - 100,278,090 0.10
Current portion of long-term loans to related party - - - - 62,500,000 0.07
Current portion of finance lease receivable from related party 3,427,592,070 3.56 3,475,585,712 3.70 - -
Other receivable from disposal of investment - - - - 211,164,272 0.22
Spare parts and supplies 2,629,408,676 2.73 2,541,481,202 2.71 2,174,372,626 2.25
Other current assets 200,746,971 0.21 68,464,065 0.07 100,458,888 0.10
Total current assets 31,407,672,438 32.65 24,375,280,479 25.97 21,034,581,983 21.73
(Restated)
Part 3 Financial Statement and Operation Performance
Page 149
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of financial positionAs at 31 December 2014, 2013, and 2012
2014 ** 2013 ** 2012
Amount % Amount % Amount %THB THB THB
Assets
Non-current assets
Long-term receivable from related parties 1,462,503 0.00 - - - -
Investments in subsidiaries - - - - - -
Investments in jointly-controlled entities 10,535,016,371 10.95 11,656,261,243 12.42 13,909,641,259 14.37
Investments in associates 958,382,029 1.00 957,627,796 1.02 681,035,858 0.70
Investment in other company 62,299,900 0.06 62,299,900 0.07 50,656,049 0.05
Other long-term investments 4,002,389,725 4.16 3,120,895,934 3.32 2,879,221,390 2.97
Long-term loans to related parties 43,195,812 0.04 - - - -
Other long-term receivable from disposal of investment - - - - 3,137,921,057 3.24
Property, plant and equipment 14,480,210,124 15.05 15,694,986,501 16.72 46,227,736,053 47.75
Land for future development projects 318,078,437 0.33 309,207,570 0.33 305,389,850 0.32
Goodwill 273,532,776 0.28 763,742,443 0.81 752,913,124 0.78
Intangible assets 4,382,020,173 4.55 4,968,688,616 5.29 5,667,820,404 5.86
Finance lease receivable from related party 28,190,794,960 29.29 30,219,292,294 32.19 - -
Deferred tax assets 51,617,195 0.05 15,825,296 0.02 129,882,869 0.13
Other non-current assets 1,528,364,252 1.59 1,730,387,760 1.84 2,033,960,411 2.10
Total non-current assets 64,827,364,257 67.35 69,499,215,353 74.03 75,776,178,324 78.27
Total assets 96,235,036,695 100.00 93,874,495,832 100.00 96,810,760,307 100.00
** Figures of 2014 and 2013 are prepared in accordance with Thai Financial Reporting Interpretation Committee no.4 (TFRIC4)
(Restated)
Part 3 Financial Statement and Operation Performance
Page 150
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of financial positionAs at 31 December 2014, 2013, and 2012
2014 2013 2012
Amount % Amount % Amount %
THB THB THB
Liabilities and equity
Current liabilities
Short-term loans from financial institution 2,300,000,000 2.39 8,224,215,414 8.76 900,000,000 0.93
Bill of exchange payables 2,500,000,000 2.60 1,550,000,000 1.65 1,800,000,000 1.86
Trade account payable to related party 49,317,797 0.05 42,376,952 0.05 112,257,949 0.11
Trade accounts payable to other parties 8,810,953,888 9.16 6,926,973,720 7.38 6,958,465,483 7.19
Other payables 1,105,286,343 1.15 788,085,398 0.84 849,424,301 0.88
Current portion of long-term loans - - -
from related party - - - - - -
Current portion of long-term loans - - -
from financial institutions - - - - 285,981,300 0.29
Current portion of debentures 721,333,696 0.75 4,960,006,969 5.28 3,936,858,576 4.07
Current portion of financial lease liability 1,609,509 0.00 1,515,121 0.00 1,009,072 0.00
Income tax payable 349,949,126 0.36 225,772,399 0.24 316,666,307 0.33
Other current liabilities 211,518,148 0.22 232,079,469 0.25 77,385,199 0.08
Total current liabilities 16,049,968,507 16.68 22,951,025,442 24.45 15,238,048,187 15.74
Non-current liabilities
Long-term loans from related party 1,095,464,557 1.14 1,186,296,942 1.26 1,358,280,353 1.40
Long-term loans from financial institutions 1,705,096,128 1.77 1,154,384,059 1.23 12,546,593,214 12.96
Advance receive from related party 7,903,089 0.01 - - - -
Debentures 13,972,087,390 14.53 5,384,766,582 5.75 10,972,910,967 11.33
Financial lease liability 2,028,554 0.00 3,554,063 0.00 943,151 0.00
Deferred tax liabilities 1,765,326,301 1.83 3,326,588,423 3.54 2,185,544,715 2.26
Employee benefit obligations 106,271,261 0.11 92,276,061 0.10 84,716,620 0.09
Other non-current liabilities 331,495,816 0.34 649,135,223 0.69 692,072,366 0.72
Total non-current liabilities 18,985,673,096 19.73 11,797,001,353 12.57 27,841,061,386 28.76
Total liabilities 35,035,641,603 36.41 34,748,026,795 37.02 43,079,109,573 44.50
** Figures of 2014 and 2013 are prepared in accordance with Thai Financial Reporting Interpretation Committee no.4 (TFRIC4)
(Restated)
Part 3 Financial Statement and Operation Performance
Page 151
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of financial positionAs at 31 December 2014, 2013, and 2012
2014 2013 2012
Amount % Amount % Amount %
THB THB THB
Equity
Share capitalAuthorised share capital 14,500,000,000 15.07 14,500,000,000 15.45 14,500,000,000 14.98
Issued and paid-up share capital 14,500,000,000 15.07 14,500,000,000 15.45 14,500,000,000 14.98
Share premium 1,531,778,000 1.59 1,531,778,000 1.63 1,531,778,000 1.58
Retained earnings
Appropriated
Legal reserve 1,450,000,000 1.51 1,450,000,000 1.54 1,450,000,000 1.50
Unappropriated 44,604,563,565 46.35 41,617,028,854 44.33 35,134,072,841 36.29
Other components of equity (1,304,667,007) (1.36) (810,217,854) (0.86) 350,139,145 0.36
Total equity attributable to owners of the Company 60,781,674,558 63.16 58,288,589,000 62.09 52,965,989,986 54.71
Non-controlling interests 417,720,534 0.43 837,880,037 0.89 765,660,748 0.79
Total equity 61,199,395,092 63.59 59,126,469,037 62.98 53,731,650,734 55.50
Total liabilities and equity 96,235,036,695 100.00 93,874,495,832 100.00 96,810,760,307 100.00
** Figures of 2014 and 2013 are prepared in accordance with Thai Financial Reporting Interpretation Committee no.4 (TFRIC4)
(Restated)
Part 3 Financial Statement and Operation Performance
Page 152
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of comprehensive income
For the year ended December 2014, 2013, and 2012
2012
Amount % Amount % Amount %
THB THB THB
Total revenue * 58,700,327,735 100.00 51,670,206,394 100.00 59,213,349,673 100.00
Revenue from sale and rendering of services 49,402,014,205 84.15 43,570,732,512 84.31 55,365,398,060 93.50
Revenue from finance lease contracts 5,567,738,377 9.49 5,448,867,934 10.55 - -
Cost of sale and rendering of services (47,913,682,328) (81.62) (41,059,815,328) (79.47) (47,269,494,929) (79.83)
Gross profit 7,056,070,254 12.02 7,959,785,118 15.39 8,095,903,131 13.67
Management service income 287,793,380 0.49 237,238,817 0.46 225,935,138 0.38
Dividend income 235,951,209 0.40 220,902,845 0.43 188,314,482 0.32
Interest income 267,816,802 0.46 411,354,161 0.80 603,132,032 1.02
Gain on bargain purchase 797,292,660 1.36 - - - -
Other income 856,899,014 1.46 407,568,168 0.79 226,848,257 0.38
Gain on disposal of long-term investment - - - - 783,678,571 1.32
Gain on termination of power purchase agreement - - - - 1,069,442,446 1.81
Gain on sale of other long-term receivable - - 645,830,339 1.25 - -
Administrative expenses (2,206,644,679) (3.76) (1,738,977,453) (3.37) (1,518,068,052) (2.56)
Gain (Loss) on exchange rate 347,986,335 0.59 704,113,765 1.36 798,048,594 1.35
Finance costs (1,518,453,072) (2.59) (1,633,389,718) (3.16) (2,400,016,000) (4.05)
Share of profit of jointly-controlled and associate entities 1,284,822,088 2.19 727,711,618 1.41 750,600,687 1.27
Profit before income tax expense 7,409,533,991 12.62 7,942,137,660 15.36 8,823,819,286 14.91
Income tax expense (1,269,377,123) (2.16) (1,433,240,280) (2.77) (887,235,560) (1.50)
Profit for the year 6,140,156,868 10.46 6,508,897,380 12.59 7,936,583,726 13.41
2014 ** 2013 **(Restated)
Part 3 Financial Statement and Operation Performance
Page 153
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of comprehensive income
For the year ended December 2014, 2013, and 2012
2012
Amount % Amount % Amount %
THB THB THB
Other comprehensive income
Foreign currency translation differences for foreign operations (1,246,426,567) (2.12) (1,374,146,566) (2.66) (45,997,970) (0.08)
Net change in fair value of available-for-sale investments 567,381,248 0.97 176,717,520 0.34 698,667,109 1.18
(Income tax for other comprehensive income) reversal - - 93,635,108 0.18 (99,762,538) (0.17)
Defined benefit plan actuarial gains (359,822) (0.00) 5,813,383 0.01 - -
Other comprehensive income for the year, net of income tax (679,405,141) (1.16) (1,097,980,555) (2.13) 552,906,601 0.93
Total comprehensive income for the year 5,460,751,727 9.30 5,410,916,825 10.46 8,489,490,327 14.34
Profit (loss) attributable to:
Owner of the Company 6,279,034,711 10.70 6,514,115,726 12.61 7,726,269,619 13.05
Non-controlling interests (138,877,843) (0.24) (5,218,346) (0.01) 210,314,107 0.36
Profit for the year 6,140,156,868 10.46 6,508,897,380 12.60 7,936,583,726 13.41
Total comprehensive income attributable to:
Owner of the Company 5,784,585,558 9.85 5,353,758,727 10.36 8,301,659,988 14.02
Non-controlling interests (323,833,831) (0.55) 57,158,098 0.11 187,830,339 0.32
Total comprehensive income for the year 5,460,751,727 9.30 5,410,916,825 10.47 8,489,490,327 14.34
Basic earnings per share (Baht) 4.33 4.49 5.33
* Excluded gain on exchange rate
** Figures of 2014 and 2013 are prepared in accordance with Thai Financial Reporting Interpretation Committee no.4 (TFRIC4)
2014 ** 2013 **(Restated)
Part 3 Financial Statement and Operation Performance
Page 154
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of cash flow
For the year ended December 2014, 2013, and 2012
2014 2013 2012(Restated)
Amount Amount AmountTHB THB THB
Cash flows from operating activities
Profit for the year 6,140,156,868 6,508,897,380 7,936,583,726
Adjustments for
Depreciation 1,076,378,097 1,126,049,124 3,498,583,455
Amortisation 198,788,431 307,112,592 336,703,950
Impairment losses on goodwill 375,367,356 - -
Impairment losses on property, plant and equipment 134,176,015 - -
Interest income (267,816,802) (411,354,161) (603,132,032)
Finance costs 1,518,453,072 1,633,389,718 2,400,016,000
Provision for obsolescence of spare parts and supplies 203,139,799 46,671,121 58,982,997
Provision for impairment of investment - 15,155,956 -
Unrealised loss (gain) on exchange (546,087,507) (323,656,466) (736,528,004)
Dividend income (235,951,209) (220,902,845) (188,314,482)
Gain on disposal of long-term investment - - (783,678,571)
Gain on sale of other long-term receivable - (645,830,339) -
Loss on disposal of plant and equipment 197,417 19,280,995 13,194,662
Loss on disposal of spare parts and supplies - 6,643,146 25,487,523
Gain from termination of power purchase agreement - - (1,069,442,446)
Employee benefit obligations 16,461,081 15,495,789 15,138,483
Shares of profit of jointly-controlled and associate entities (1,284,822,088) (727,711,618) (750,600,687)
Gain on bargain purchase (797,292,660) - -
Income tax expense 1,269,377,123 1,433,240,280 887,235,560
Gain from change in securities held for trading investment (2,113,492) (1,133,061) (1,989,810)
Gain on disposal of investment in jointly-controlled entity (10,942,000) - -
Loss on disposal of investment in subsidiary 142,113,794 - -
Reversal of provision and others (302,661,862) - -
Loss on written-off for project development cost and others - 283,930,476 -
7,626,921,433 9,065,278,087 11,038,240,324
Part 3 Financial Statement and Operation Performance
Page 155
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of cash flow
For the year ended December 2014, 2013, and 2012
2014 2013 2012(Restated)
Amount Amount AmountTHB THB THB
Changes in operating assets and liabilities
Trade accounts receivable (1,566,348,790) (4,513,874,064) (1,482,427,453)
Trade accounts receivable from other parties 27,497,492 194,092,155 (46,312,209)
Advances to and other receivables from related parties 9,109,958 (44,042,320) (19,235,709)
Other receivables 8,658,443 (136,808,130) 42,536,523
Lease receivable from related party 3,815,897,701 1,592,826,362 -
Spare parts and supplies (69,582,451) (465,403,757) (172,230,298)
Other current assets and non-current assets (169,531,668) (19,179,180) (270,110,120)
Trade account payable from related party 6,940,845 (69,880,997) (34,056,035)
Trade accounts payable from other parties 1,788,630,769 (15,953,353) 2,382,174,965
Other payables (196,759,800) 71,512,346 29,021,444
Other current liabilities (109,324,406) 204,038,235 (224,085,433)
Cash generated from operating activities 11,172,109,526 5,862,605,384 11,243,515,999
Income tax paid (1,330,557,462) (1,393,986,295) (1,642,366,367) Net cash from operating activities 9,841,552,064 4,468,619,089 9,601,149,632
Part 3 Financial Statement and Operation Performance
Page 156
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of cash flow
For the year ended December 2014, 2013, and 2012
2014 2013 2012(Restated)
Amount Amount AmountTHB THB THB
Cash flows from investing activities
Interest received 257,697,716 286,491,405 361,441,727
Dividends received 1,178,979,808 1,198,528,297 962,777,287
Purchases of property, plant and equipment (807,926,126) (445,845,998) (938,250,671)
Sale of plant and equipment 5,134,837 6,176,780 218,543
Proceed from termination of power purchase agreement - - 3,167,366,428
Purchases of intangible assets (47,972,031) (27,874,079) (7,267,209)
Net cash inflow (outflow) in current investments (1,722,994,296) 3,756,097,810 (2,805,189,113)
Net cash inflow (outflow) in long-term investments (250,000,000) (23,000,000) 368,000,000
Proceed from sale of long-term investment - - 643,251,000
Net cash outflow in long-term investments - - (804,838,397)
Decrease in short-term loans to related parties - - -
Increase in short-term loans to related parties - (214,646,035) (104,191,025)
Decrease in long-term loans to related parties - 62,500,000 -
Increase in long-term loans to related parties (41,299,037) - -
Proceed from sale of other long-term receivable - 3,518,058,536 -
Proceed from other receivable from disposal of investment - 350,277,499 -
Cash outflow on acquisition of investments in subsidiaries (703,435,335) - -
Repayment of long-term loans from related party - - (2,781,918,143)
Proceed from liquidation and disposal of investment in subsidiaries 118,428,750 - -
Proceed from disposal of investment in jointly-controlled entity 10,942,000 20,800,000 -
Cash outflow on acquisition of investments in jointly-controlled entities (417,275,485) (133,520,000) (507,020,830)
Cash outflow on acquisition of investments in associates - (64,771,661) (342,770,299)
Cash outflow on acquisition of investment in other company - (11,643,851) -
Net cash provided by (used in) investing activities (2,419,719,199) 8,277,628,703 (2,788,390,702)
Part 3 Financial Statement and Operation Performance
Page 157
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of cash flow
For the year ended December 2014, 2013, and 2012
2014 2013 2012(Restated)
Amount Amount AmountTHB THB THB
Cash flows from financing activities
Finance costs paid (1,448,329,712) (1,867,748,460) (2,412,194,763)
Proceeds from issue of ordinary shares 10,040,794 15,061,191 20,182,431
Dividend paid to equity holders of the Company (3,290,403,975) (3,290,737,147) (3,262,002,373)
Proceeds from bills of exchange payables 4,700,000,000 3,000,000,000 2,300,000,000
Proceeds from short-term loans from financial institutions 17,535,000,000 13,160,718,504 14,540,000,000
Proceeds from long-term loans from financial institutions 537,705,641 2,945,950,000 -
Proceeds from issue of debentures 9,736,500,000 - -
Repayment of bills of exchange payables (3,750,000,000) (3,250,000,000) (500,000,000)
Repayment of short-term loans from financial institutions (23,433,996,684) (6,424,227,960) (13,640,000,000)
Repayment of finance lease liability (1,406,481) (1,841,870) (1,433,698)
Proceeds from long-term loans from related party - - -
Repayment of long-term loans from related party - (58,170,400) (64,851,345)
Repayment of long-term loans from financial institutions - (13,474,509,750) (2,542,915,200)
Proceeds from issue of debentures - - -
Redemption of debentures (4,961,400,000) (3,939,900,000) (3,663,300,000)
Net cash used in financing activities (4,366,290,417) (13,185,405,892) (9,226,514,948)
Part 3 Financial Statement and Operation Performance
Page 158
Ratchaburi Electricity Generating Holding Public Company Limited and its subsidiaries
Statement of cash flow
For the year ended December 2014, 2013, and 2012
2014 2013 2012(Restated)
Amount Amount AmountTHB THB THB
Net (decrease) in cash and cash equivalents 3,055,542,448 (439,158,100) (2,413,756,018)
Cash and cash equivalents at 1 January 7,437,781,555 8,260,581,184 10,698,628,906
Effect of exchange rate changes on balances held in foreign currencies 112,369,728 (383,641,529) (24,291,704)
Cash of subsidiary sold during the year (28,334,506) - -
Cash of subsidiary acquired during the year 45,700,249 - -
Cash and cash equivalents at 31 December 10,623,059,474 7,437,781,555 8,260,581,184
Part 3 Financial Statement and Operation Performance
Page 159
13.1 Financial ratios
Year 2014*
TFRIC4
Year 2013*
TFRIC4
Year 2012
Non-TFRIC4
Liquidity Ratio
1 Current Ratio (times) 1.96 1.06 1.38
2 Quick Ratio (times) 1.54 0.78 1.19
3 Cash Flow from Operation to Current Liabilities Ratio (times) 0.50 0.23 0.68
4 Accounts Receivable Turnover (times) 5.79 7.71 16.13
5 Average Collection Period (days) 62 47 22
6 Accounts Payable Turnover (times) 6.05 5.85 8.03
7 Average Payment Period (days) 59 62 45
Profitability Ratio
8 Gross Profit Margin (%) 12.84 16.24 14.62
9 Net Profit to Total Revenue (excluded fuel costs) (%) 38.19 41.61 40.83
10 Return on Equity (%) 10.55 11.38 15.32
Efficiency Ratio
11 Return on Average Total Assets (%) 6.46 6.67 8.18
12 Return on Average Total Fixed Asset (%) 46.86 44.78 23.66
13 Total Assets Turnover (times) 0.17 0.53 0.61
14 EBITDA (million Baht) 10,523.02 11,055.36 15,118.11
15 EBITDA to Average Total Assets Raio (%) 11.07 11.33 15.5716 EBITDA to Average Total Fixed Assets Ratio (%) 68.33 64.85 31.27
Leverage Ratio
17 Debt to Equity Ratio (times) 0.57 0.59 0.8
18 Debt Service Coverage Ratio (DSCR) (times) 0.66 1.08 1.57
19 Net debt to Equity Ratio (times) 0.13 0.22 0.33
Per Share Data
20 Book Value per Share (Baht) 41.92 40.20 36.53
21 Earnings per Share (Baht) 4.33 4.49 5.33
Part 3 Financial Statement and Operation Performance
Page 160
14. Management Discussion and Analysis
1. Significant events of the year 2014
1.1. The Purchase and Transfer of Tri Energy Co., Ltd. to Ratchaburi Electricity
Generating Co., Ltd.
On January 28, 2014, Ratchaburi Gas Company Limited ("RGAS"), 99.99 per cent-owned
subsidiary, purchased 17.119 million shares or 49.99 per cent of the total shares of Tri Energy
Company ("TECO") from the former shareholder at the amount of USD 21.32 million (equivalent to
Baht 703.43 million). As a consequence, the investing portion of TECO via RGAS increased to 99.99
per cent. On March 31, 2014, the Company accepted the transfer of RGAS via Entire Business
Transfer ("EBT") method. As a result, the Company became the direct shareholder of TECO. Then,
RGAS has already finished the liquidation process since August 28, 2014.
On August 1, 2014, the Company transferred TECO through EBT method to Ratchaburi
Electricity Generating Co., Ltd. ("RG"), both companies were the Company's wholly owned
subsidiaries. In this regard, RG increased its registered share capital for Baht 3,625 million by the
issuance of 362.50 million new ordinary shares at the par value of Baht 10 each in order to purchase
and accept the transfer. Therefore, RG's registered share capital is now Baht 21,900 million. The
transaction was done in order to manage the Company's investment in accordance with the structure
of the Company group. Hereafter, RG has 2 power plants in control which are Ratchaburi Power
Plants, installed capacity of 3,645 megawatts and Tri Energy Power Plant, installed capacity of 700
megawatts.
1.2. Issuance and offering of notes by a subsidiary
On April 28, 2014, RH International (Singapore) Corporation Pte. Ltd., a subsidiary in
Singapore, completed its issue and offering of USD 300 million notes bearing a fixed interest rate of
3.50 per cent per annum with a tenor of 5 years due in 2019. The issue of the notes is the first
issuance under USD 1,000 million notes. Ratings of "Baa2" and "BBB" have been assigned to the
notes by Moody's and Standard & Poor's, respectively.
1.3. The signing of financial documents of Nava Nakorn Electricity Generating Company
Limited's Small Power Producer Project
On May 28, 2014, Nava Nakorn Electricity Generating Company Limited, the operator of
Small Power Producer Project, achieved the project's financing through the signing of the financial
documents with 3 Thai financial institutes. The initial amount of the loan agreement is approximately
Baht 4,770 million and the agreement is effective for 20.5 years.
1.4. The Sale of Shares of Sukhothai Energy Co., Ltd.
On July 21, 2014, Ratchaburi Energy Co., Ltd., a subsidiary, has sold its entire shares of
Sukhothai Energy Co., Ltd., totaling 200,000 shares or 25 per cent at Baht 54.71 per share, in the
total amount of Baht 10.94 million to the former shareholder of such company.
Part 3 Financial Statement and Operation Performance
Page 161
1.5. Solar Power Generation Project in Japan
1) The Entering into a Shareholder Agreement by RH International (Singapore)
Corporation Pte. Ltd.
On September 12, 2014, RH International (Singapore) Corporation Pte. Ltd. ("RHIS"), a
subsidiary in Singapore, entered into a Shareholder Agreement with Chow International Co., Ltd.
("CHOW") in a proportion of 60:40 in order to establish RICI International Investment Pte. Ltd.
("RICI") in Singapore to invest in solar power generation project in Japan with approximately 33
Megawatts capacity (initial phrase).
On November 21, 2014, RICI is established with the registered capital of SGD 100,
dividing into 100 ordinary shares at SGD 1 each, with the 60 per cent stake held by RHIS and the 40
per cent stake held by CHOW. Its issued capital was fully paid. However, RICI is subject to increase
its own registered capital in compliance with capital investment and financing conditions.
2) The Entering into a Shareholder Agreement by Ratchaburi Energy Co., Ltd.
On September 12, 2014, Ratchaburi Energy Co., Ltd. ("RE"), a subsidiary, entered into
a Shareholder Agreement with Premier Solution Co., Ltd. ("PSCL") in order to establish Oversea
Green Energy Co., Ltd. ("OGE") to provide management services for solar power generation project
in Japan.
On October 17, 2014, OGE is established with the registered capital of Baht 1 million,
dividing into 100,000 ordinary shares at Baht 10 each, with the 60 per cent stake held by RE and the
40 per cent stake held by PSCL. Its issued capital was fully paid.
1.6. The Sale of Shares of Sustainable Energy Corporation Co., Ltd.
On September 29, 2014, Ratchaburi Energy Co., Ltd., a subsidiary, has sold its entire
shares of Sustainable Energy Corporation Co., Ltd., a developer of a wind farm project in Phetchabun
Province, totaling 24.28 million shares or 55.18 per cent, in the total amount of Baht 118.43 million to
a new shareholder.
1.7. The Purchase of Ratchaburi Cogeneration Co., Ltd.
On October 30, 2014, Ratchaburi Electricity Generating Co., Ltd., a subsidiary,
purchased 3,500,000 shares of Ratchaburi Cogeneration Co., Ltd. (name changed to Berkprai
Cogeneration Co., Ltd.), constituting 35 per cent of all issued share capital from Rajburi Sugar Co.,
Ltd. in the amount of Baht 8.75 million, in order to jointly invest in Small Power Producer Project
which is located in Berkprai Subdistrict, Ban Pong District, Ratchaburi Province. The project has
electricity generating capacity of 100 megawatts and steam generating capacity of 15 tons per hour
and has 25-year Firm Cogeneration Power Purchase Agreement with Electricity Generating Authority
of Thailand. The Commercial Operation Date is expected to be in 2019.
Part 3 Financial Statement and Operation Performance
Page 162
2. Change in Thai Financial Reporting Standard
According to the Federation of Accounting Professions which required listed companies to
prepare financial statements in accordance with Thai Financial Reporting Standard, the Company
including Ratchaburi Electricity Generating Co., Ltd., a subsidiary, and Ratchaburi Power Co., Ltd., a
jointly-controlled entity, have adopted Thai Financial Reporting Interpretation Committee no.4
("TFRIC 4") "Determining whether an Arrangement Contains a Lease" that requires Thai Accounting
Standard no. 17 ("TAS 17") "Leases" to be applied since January 1, 2014 onward. Such subsidiary
and jointly-controlled entities have signed Power Purchase Agreements with Electricity Generating
Authority of Thailand which determined to be agreements containing finance lease. This resulted in
the change in presentation of financial statement, as follow:-
2.1. Statements of Comprehensive Income
The revenue from Availability Payment ("AP") in terms of debt financing charge and equity
financing charge would be recorded as revenue from financial leases using the effective interest rate
method. In the year 2014, the Company recorded the revenue from financial leases in the amount of
Baht 5,567.74 million. Still, the recognition of the revenue from AP in terms of charging for operation
and maintenance, reimbursement, other costs and energy payment would be unchanged.
2.2. Statement of Financial Position
Some spare parts and supplies, property plant and equipment and intangible assets would
be recorded as financial lease receivables at outstanding amount, net of unearned interest income
less allowance for doubtful accounts. As at December 31, 2014, the Company recorded financial
lease receivables in the amount of Baht 31,618.39 million. In addition, deferred tax assets and
investments in jointly-controlled and associate entities decreased in the amount of Baht 189.91 million
and Baht 217.47 million, respectively. Then, the retained earnings increased in the amount of Baht
2,698.69 million.
Part 3 Financial Statement and Operation Performance
Page 163
Effects to consolidated financial statements (Million Baht)
Description TFRIC4Previous
Method
Increase/
(Decrease)
Statements of comprehensive income for the year 2014
Revenue from sale and rendering of services 49,402.01 58,668.91 (9,266.90) (1)
Revenue from financial leases 5,567.74 - 5,567.74
Cost of sale and rendering of services 47,913.68 50,769.54 (2,855.86) (2)
Other income 856.90 899.75 (42.85)
Administrative expenses 1,697.10 1,720.03 (22.93)
Share of profit of jointly-controlled and associate entities 1,284.82 1,337.07 (52.25)
Income tax expense 1,269.38 1,295.94 (26.56)
Profit for the year attributable to the Company 6,279.03 7,167.94 (888.91)
Statement of financial position as at December 31, 2014
Financial lease receivables 31,618.39 - 31,618.39
Spare parts and supplies/ Property, plant and equipment/ Intangible assets 21,491.64 50,003.95 (28,512.31)
Investments in jointly-controlled entities 10,535.02 10,752.49 (217.47)
Deferred tax assets 51.62 241.53 (189.91)
Unappropriated retained earnings 44,604.56 41,905.87 2,698.69
Total assets / Total liabilities and equity 96,235.04 93,536.35 2,698.69
(1) The difference would be recognized as revenue from financial leases.
(2) The difference was the depreciation of power plants and equipment, which would be recorded as financial lease receivables
in the statement of financial position.
3. Operation performance according to consolidated financial statement
The operating result according to the consolidated financial statements of the Company and its
subsidiaries for the year 2014 showed the profit of Baht 6,279.03 million or Baht 4.33 per share,
decreasing by Baht 235.09 million or 3.6 per cent, compared to the profit of Baht 6,514.12 million or
Baht 4.49 per share of the year 2013 (restated). The significant differences were as follows:-
3.1. Gain on bargain purchase the shares of Tri Energy Co., Ltd.
On January 28, 2014, Ratchaburi Gas Co., Ltd., a subsidiary, acquired an additional 49.99
per cent of the common shares of Tri Energy Co., Ltd. (“TECO”), at USD 21.32 million or equivalent
to Baht 703.43 million. As a result, the percentage held of TECO increased from 50 per cent to 99.99
per cent of the issued and paid up capital. The Company recognized gain on bargain purchase from
such transaction in the amount of Baht 797.29 million, which derived from gain on bargain purchase
in the amount of Baht 2,257.02 million deducted by difference from fair value adjustment of previously
held equity interest in TECO in the amount of Baht 1,459.73 million. On August 1, 2014, TECO
completed the transfer of its entire business to Ratchaburi Electricity Generating Co., Ltd. ("RG"), a
subsidiary. As a result, RG has 2 power plants in its operation which are Ratchaburi Power Plants at
installed capacity of 3,645 megawatts and Tri Energy Power Plant at installed capacity of 700
megawatts.
Part 3 Financial Statement and Operation Performance
Page 164
3.2. Revenue from sale and rendering of services (excluded fuel costs)
Revenue from sale and rendering of services (excluded fuel costs at Baht 42,622.74 million)
for the year 2014 was Baht 6,779.27 million, decreasing by Baht 764.64 million or 10.1 per cent from
Baht 7,543.91 million in the year 2013. The main reason was the revenue from sale of Ratchaburi
Power Plants decreased in the amount of Baht 993.35 million. This resulted from the shutdown for
planned maintenance in the year 2014 was less than that of the previous year which decreased Base
Availability Credit in 2014 comparing to 2013, as specified in Power Purchase Agreement.
3.3. Cost of sale and rendering of services (excluded fuel costs)
Cost of sales and rendering of services (excluded fuel costs at Baht 42,622.74 million) for
the year 2014 was Baht 5,290.94 million, increasing by Baht 257.95 million or 5.1 per cent from Baht
5,032.99 million in the year 2013. The main reason was, in the year 2014, the cost of sales and
rendering of services of Tri Energy Power Plant was consolidated in the amount of Baht 531.35
million. While the shutdowns for planned maintenance in the year 2014 that were less than those of
the previous year offset the cost of sales and rendering of services of power plants of a subsidiary in
Australia and Ratchaburi Power Plants in the amount of Baht 184.82 million and Baht 111.18 million,
respectively.
3.4. Interest income and gain on sale of other long-term receivable
Interest income for the year 2014 were Baht 267.82 million, decreasing by Baht 143.53
million or 34.9 per cent from Baht 411.35 million in the year 2013. The main reason was, in the year
2013, RATCH-Australia Corporation Co., Ltd. ("RAC"), a subsidiary in Australia, recorded interest
income of Scheduled Payment Option Agreement from the sale of an investment in Loy Yang A
Power Plant in the amount of Baht 163.36 million. Later on, RAC has already sold such agreement in
June 2013 and recorded gain on sale of such agreement in the amount of Baht 645.83 million.
3.5. Other income
Other income for the year 2014 was Baht 856.90 million, increasing by Baht 449.33 million
or 110.3 per cent from Baht 407.57 million in the year 2013. The main reason was the reversal of the
deferred consideration payable and reimbursement the project development of RATCH-Australia
Corporation Co., Ltd. in the amount of Baht 440.24 million since the counterparty failed to meet
investment criteria in the agreement.
3.6. Administrative expenses
Administrative expenses for the year 2014 was Baht 2,206.64 million, increasing by Baht
467.66 million or 26.9 per cent from Baht 1,738.98 million in the year 2013. The main reasons were
as follows;
3.6.1. In the year 2014, the Company recognized impairment loss on a renewable power
plant in Australia in the amount of Baht 509.55 million due to its current trading performance
declining.
Part 3 Financial Statement and Operation Performance
Page 165
3.6.2. In the year 2014, the Company recognized loss on disposal of the investment in
Sustainable Energy Corporation Co., Ltd., an indirect subsidiary which develops of a wind farm
project in Phetchabun Province, in the amount of Baht 142.11 million.
3.6.3. In the year 2013, the development cost of Nam Ngum 3 Hydro Power Plant Project
was written off in the amount of Baht 315 million due to the cancellation of project development
contract by Lao PDR government. In addition, the development cost of Koh Kong Power Plant Project
was written off in the total amount of Baht 29.14 million.
3.7. Gain on exchange rate
In the year 2014, the Company recorded gain on exchange rate in the amount of Baht
347.99 million, decreasing by Baht 356.12 million or 50.6 per cent from Baht 704.11 million in the
year 2013. The main reason was the decrease in gain on exchange rate of JPY bond due to the
depreciation of Japanese Yen currency compared to the previous year.
3.8. Finance Costs
Finance costs for the year 2014 were Baht 1,518.45 million, decreasing by Baht 114.94
million or 7.0 per cent from Baht 1,633.39 million in the year 2013. The main reason was interest
expenses of Ratchaburi Electricity Generating Co., Ltd. decreased in the amount of Baht 124.40
million due to the principal repayments during the year.
3.9. Share of profits in jointly-controlled and associated entities
Share of profits in jointly-controlled and associated entities for the year 2014 was Baht
1,284.82 million, increasing by Baht 557.11 million or 76.6 per cent from Baht 727.71 million in the
year 2013. The main reasons were as follows;
3.9.1. In the year 2014, the effect of exchange rate increased the operating results of 3
jointly-controlled entities which are Hongsa Power Co., Ltd., Ratchaburi Power Co., Ltd., and
SouthEast Asia Energy Ltd., in proportion, in the amount of Baht 293.33 million, Baht 106.66 million,
and Baht 88.05 million, respectively.
3.9.2. The operating result of Ratchaburi Power Co., Ltd. increased in the amount of Baht
105.03 million. The main reason was the revenue from Availability Payment of its Power Plant, in the
portion of 25 per cent, increased in the amount of Baht 109.98 million, as specified in Power
Purchase Agreement.
3.10. Income tax expense
Income tax expense in the year 2014 was Baht 1,269.38 million, decreasing by Baht 163.86
million or 11.4 per cent from Baht 1,433.24 million in the year 2013. The main reason was the
decrease in profit before tax of Ratchaburi Electricity Generating Co., Ltd. decreased the income tax
expense in the amount of Baht 215.31 million.
Part 3 Financial Statement and Operation Performance
Page 166
4. Analysis of Statements of Financial Position
4.1. Analysis of Assets
As at December 31, 2014, the total assets were Baht 96,235.04 million, increasing by Baht
2,360.54 million or 2.5 per cent from Baht 93,874.50 million as at December 31, 2013. The details
were as follows:
(Million Baht)
Dec 31, 2014 Dec 31, 2013
(Restated) Increase
(Decrease)%
Current assets 31,407.68 24,375.28 7,032.40 28.9
Non-current assets 64,827.36 69,499.22 (4,671.86) (6.7)
Total Assets 96,235.04 93,874.50 2,360.54 2.5
4.1.1. As at December 31, 2014, current assets were Baht 31,407.68 million, increasing by
Baht 7,032.40 million from Baht 24,375.28 million as at December 31, 2013. The main reasons were
as follow:-
(1) Cash and cash equivalents including current investments of RH International
(Singapore) Corporation Pte. Ltd., a subsidiary in Singapore, increased in the amount of Baht
3,127.33 million. The main reason was the issue of USD 300 million debentures to repay SGD 260
million (equivalent to USD 206.05 million) short-term loan from a financial institute in April 2014.
(2) Trade account receivable from related party increased by Baht 2,033.25 million.
The main reason was trade account receivable of Ratchaburi Electricity Generating Co., Ltd. ("RG")
increased in the amount of Baht 2,047.55 million due to the consolidation of Tri Energy Co., Ltd.
("TECO") as well as the revenues from sales of RG in November and December 2014 were higher
than those in November and December 2013.
4.1.2. As at December 31, 2014, non-current assets were Baht 64,827.36 million,
decreasing by Baht 4,671.86 million from Baht 69,499.22 million as at December 31, 2013. The main
reason was, due to the additional acquisition of Tri Energy Co., Ltd. ("TECO") on January 28, 2014,
the recognition of TECO was changed to be a consolidation; as a result, the investment in TECO
decreased in the amount of Baht 2,163.16 million. In addition, financial lease receivables were written
off during the year in the amount of Baht 2,028.50 million.
Part 3 Financial Statement and Operation Performance
Page 167
4.2. Analysis of Liabilities and Equity
As at December 31, 2014, total liabilities and equity were Baht 96,235.04 million, increasing
by Baht 2,360.54 million or 2.5 per cent from Baht 93,874.50 million as at December 31, 2013. The
details were as follows:
(Million Baht)
Dec 31, 2014Dec 31, 2013
(Restated) Increase
(Decrease)%
Liabilities 35,035.64 34,748.03 287.61 0.8
Equity 61,199.40 59,126.47 2,072.93 3.5
Liabilities and Equity 96,235.04 93,874.50 2,360.54 2.5
4.2.1. As at December 31, 2014, liabilities were Baht 35,035.64 million, increasing by Baht
287.61 million from Baht 34,748.03 million as at December 31, 2013. The main reasons were as
follow:-
(1) Debentures and short-term loans from financial institutions of RH International
(Singapore) Corporation Pte. Ltd., a subsidiary in Singapore, increased in the amount of Baht
2,996.08 million due to the issue of USD 300 million debentures to repay SGD 260 million (equivalent
to USD 206.05 million) short-term loan from a financial institute in April 2014.
(2) Trade accounts payable of Ratchaburi Electricity Generating Co., Ltd. increased
in the amount of baht 1,776.49 million due to the consolidation of Tri Energy Co., Ltd. ("TECO") as
well as Ratchaburi Power Plants generated electricity in November and December 2014 more than in
November and December 2013, resulting in the increase in fuel consumption.
(3) RATCH-Australia Corporation Co., Ltd., a subsidiary in Australia withdrew long-
term loan from financial institution during the year 2014 in the amount of AUD 20 million, equivalent to
Baht 537.71 million.
(4) Ratchaburi Electricity Generating Co., Ltd., a subsidiary, made a repayment
during the year in the amount of Baht 4,961.40 million.
4.2.2. Equity increased by Baht 2,072.93 million. The main reasons were as follows:
(1) The profit of the year 2014 in the amount of Baht 6,279.03 million
(2) The dividend payment during the year 2014 in the amount of Baht 2.27 per
share decreased retained earnings in the amount of Baht 3,291.50 million.
Part 3 Financial Statement and Operation Performance
Page 168
(3) Other components of equity decreased in the amount of Baht 494.45 million.
The main reason was currency translation differences decreased the equity in the amount of Baht
1,061.47 million. On the other hand, there was a gain on fair value changes in investment in EDL-
GEN in the amount of Baht 567.38 million.
(4) Non-controlling interests decreased by Baht 420.15 million.
5. Analysis of Cash Flows
Cash and cash equivalents of the Company and its subsidiaries as at December 31, 2014
were Baht 10,623.06 million, increasing by Baht 3,185.28 million from Baht 7,437.78 million on
December 31, 2013. The details were summarized below:
5.1. The increase in net cash from operating activities increased cash flow in the amount of
Baht 5,372.93 million. The main reason was the Company received cash from trade account
receivable more than that in the previous year in the amount of Baht 2,947.52 million and paid for
trade account payable less than that in the previous year in the amount of Baht 1,804.58 million.
5.2. The increase in net cash used in investing activities decreased cash flow in the amount of
Baht 10,697.35 million. The main reasons were as follows;
5.2.1. the year 2014, the Company invested in current investments in the amount of Baht
1,722.99 million. On the other hand, in the year 2013, the Company received cash from current
investments in the amount of Baht 3,756.10 million.
5.2.2. On January 28, 2014, the Company additionally purchased the shares of Tri Energy
Co., Ltd. in the amount of USD 21.32 million, or equivalent to Baht 703.43 million, as specified in no.
3.1.
5.2.3. During the year 2013, RATCH-Australia Corporation Co., Ltd., a subsidiary in
Australia, received cash from the sale of long-term receivable in the amount of Baht 3,518.06 million.
5.3. The decrease in net cash used in financing activities increased cash flow in the amount of
Baht 8,819.12 million. The main reasons were as follows;
5.3.1. The issue of USD 300 million debentures of RH International (Singapore)
Corporation Pte. Ltd., a subsidiary in Singapore, to repay SGD 260 million short-term loan from a
financial institute in April 2014 increased cash in the amount of Baht 3,037.50 million.
5.3.2. During the year 2014, RATCH-Australia Corporation Co., Ltd., a subsidiary in
Australia withdrew long-term loan from financial institution during the year 2014 in the amount of AUD
20 million, equivalent to Baht 537.71 million.
5.3.3. During the year 2014, finance costs paid decreased in the amount of Baht 419.42
million.
5.3.4. The loan repayment during the year 2013 of RATCH-Australia Corporation Co., Ltd.,
a subsidiary in Australia, decreased cash flows in the total amount of Baht 4,307.84 million.
Part 3 Financial Statement and Operation Performance
Page 169
6. Significant Financial Ratios
1) Current Ratio (Times) 1.96 1.06 2) Net Profit to Total Revenue (excluded fuel costs) (%) 38.19 41.61 3) Return on Equity (%) 10.55 11.38 4) Return on Assets (%) 6.46 6.67 5) EBITDA (Million Baht) 10,523 11,055 6) EBITDA to Total Assets (%) 11.07 11.33 7) Debt to Equity Ratio (Times) 0.57 0.59 8) Debt Service Coverage Ratio (Times) 0.66 0.93 9) Book Value per Share (Baht) 41.92 40.20 10) Earning per Share (Baht) 4.33 4.49
Ratios 2014 2013 (Restated)
Information Certification
Page 170
Information Certification
The Company has reviewed this Annual Registration Statement with caution and certified that
the information disclosed herewith is complete, accurate, and truthful and not cause any
misunderstanding and does not omit any important information that needs to be disclosed. Moreover,
the Company also certifies that:
(1) The Financial Statement and other financial details that are summarized in this Annual
Registration Statement represent complete and accurate information regarding the
performance and the cash flow of the Company and its subsidiaries.
(2) The Company maintains an effective disclosure system that will assure the Company
discloses all true and important information of the Company and its subsidiaries and for
ensuring compliance.
(3) The Company maintains an effective internal control system and for ensuring compliance.
The Company has communicated our internal control assessment as of 19 December
2014 to the external auditor and the Audit Committee; this assessment included any
default, change and misconduct which may affect the reporting of the Company and its
subsidiaries’ financial statements.
Therefore, as evidence that these documents constitute the entire set that the Company has
certified; the Company has authorized Mr. Wutthichai Tankuranand to initial all pages. If any page is
without Mr. Wutthichai Tankuranand’s initials, the Company does not certify that the information given
is the true copy.
Name Position Signature
Mr. Pongdith Potchana Chief Executive Officer
Authorized Person
Mr.Wutthichai Tankuranand Chief Financial Officer
Attachment
Page 171
Attachment 1 Information of Company's directors, management
Ratchaburi Electricity Generating Holding Company Limited
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
1. Mr. Kurujit Nakornthap
Chairman
Investment Committee Chairman
(EGAT's Representative Director)
Number of Termsin office : 2
Since 19 December 2011
59 Ph.D. in Petroleum Engineering, University of Oklahoma, U.S.A.
Master of Science in Petroleum Engineering, University of Oklahoma, U.S.A.
Bachelor of Science (with Special Distinction) in Petroleum Engineering, University of Oklahoma, U.S.A.
Certificate, “Bhumipalung Phandin” Executive Program, Class 2 (2013), Chulalongkorn University
Certificate, Executive Program on Energy Literacy for a Sustainable Future (TEA), Class 1 (2012), Thailand Energy Academy
Certificate, Capital Market Academy Executive Program (CMA), Class 13 (2011), Capital Market Academy
Certificate, Senior Executive Program on Administrative Justice, Class 2 (2011), Institute of Administrative Justice Development
Certificate, Role of Compensation Committee, (RCC 12/2011), Thai Institute of Directors Association
Certificate, Top Executive Program in Commerce and Trade Program, Class 3 (2010)
None None Other Positions at Present
2014 - Present Board of Directors Chairman Thai Oil Public Company Limited (4)
2014 - Present Deputy Permanent Secretary Ministry of Energy
Present Board of Director Chairman EGAT (1)
Previous Working Experiences
2014 Director - General, Department
of Mineral Fuels Ministry of Energy
2014 Board of Directors Member PTT Public Company Limited
2011-2014 Board of Directors Member EGAT
2010-2014 Deputy Permanent Secretary Ministry of Energy
2007-2014 Board of Directors Member Esso (Thailand) Public Company Limited
2008-2010 Director - General, Department of Mineral Fuels
Ministry of Energy
Attachment
Page 172
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
1. Mr. Kurujit Nakornthap
(Cont.)
Certificate, Audit Committee Program, (ACP 32/2010), Thai Institute of Directors Association
Diploma, The National Defence Course, Class 51 (2008 - 2009), National Defence College
Certificate, Director Accreditation Program, (DAP 64/2007), Thai Institute of Directors Association
Senior Executive Program (SEP 60), London Business School, UK
Certificate, Senior Executive Development Program (Visionary Leadership) Class 46, Office of the Civil Service Commission
Notes (1) Major Shareholder (2) Subsidiary (3) Joint Venture (4) Energy Enterprise
Attachment
Page 173
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
2. Captain Siridech Julpema
Independent Director
Audit Committee Chairman
Number of Termsin office : 2
Since 13 February 2012
64 Master of Public Administration, The National Institute of Development Administration
International Aviation Management Training Institute for Aviation Manager at Montreal, Canada
Bachelor of Science, Electrical, Royal Thai Air Force Academy
Certificate, Public Director Program, Public Director Institute
Certificate, Director Certification Program Update (DCPU 2/2014), Thai Institute of Directors Association
Certificate, Anti-Corruption for Executive Program (ACEP 13/2014), Thai Institute of Directors Association
Certificate, Successful Formulation & Execution of Strategy (SFE 19/2013), Thai Institute of Directors Association
Certificate, Director Certification Program (DCP 156/2012), Thai Institute of Directors Association
Certificate, Advance Audit Committee Program (ACP 40/2012), Thai Institute of Directors Association
Certificate, Monitoring Fraud Risk Management Course (MFM 8/2012), Thai Institute of Directors Association
Certificate, Monitoring the Internal Audit Function Course (MIA 13/2012), Thai Institute of Directors Association
None None Other Positions at Present
-
Previous Working Experiences
Counselor Deputy Prime
Minister
Sub-Committee Chairman Monitoring and Evaluating Project
Board of Directors Metropolitan Electricity Authority
(MEA)
Nonthaburi Flood Disaster Committee Member
Risk Management Committee Member
MEA
MEA Policy Plan Committee Member
MEA
MEA’s Governor Policy Plan and Performance Appraisal Committee Member
MEA
Provident Fund Committee Member
Thai Airways International Public Company Limited
Attachment
Page 174
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
2. Captain Siridech Julpema
(Cont.)
Certificate, Monitoring the Quality of Financial Reporting Course (MFR 16/2012), Thai Institute of Directors Association
Certificate, Monitoring the System of Internal Control and Risk Management Course (MIR 13/2012), Thai Institute of Directors Association
Pilot Training Department Manager
Thai Airways International Public Company Limited
Attachment
Page 175
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
3. Songpope Polachan
Independent Director
Human Resources and Remuneration Committee Member
Number of Termsin office : 1
Since 29 March 2013
60 Ph.D. in Geology, University of London, England
Bachelor of Science, Chiang Mai University
Certificate, Senior Executive Development Program (Visionary Leadership) (2004), Office of the Civil Service Commission
Certificate, Executive Program on Energy Literacy for a Sustainable Future (TEA), Class 2 (2013), Thailand Energy Academy
Certificate, Senior Executive Program on Administrative Justice, Class 3 (2012)
Diploma, The National Defence Course, Class 50 (2007), National Defence College
Certificate, Director Accreditation Program (DAP 23/2004), Thai Institute of Directors Association
Certificate, Directors Certification Program (DCP 52/2004), Thai Institute of Directors Association
Certificate, Financial for Non - Finance Directors Program, (FND 9/2004), Thai Institute of Directors Association
Certificate, ASEAN Executive Program, New York, USA
Certificate, Advance Executive Program, Kellogg School of Management, Northwestern University, USA
None None Other Positions at Present
2013 - Present Board of Directors Member and Nomination and Remuneration Committee Member
IRPC Public Company Limited (4)
Previous Working Experiences
2014 Inspector General Ministry of Energy
2012-2014 Director, General of the
Department of Mineral Fuels Ministry of Energy
2006-2010 Deputy Director General,
Department of Mineral Fuel Ministry of Energy
2005-2013 Board of Directors Member Ratchaburi Electricity Generating Company Limited
Attachment
Page 176
Name of Director,
Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
4. Police Lieutenant General Thavorn Chanyim
Independent Director
Risk Management Committee Chairman
Number of Termsin office : 1
Since 27 March 2012
64 Master of Public Administration (MPA), National Institute of Development Administration
Bachelor of Public Administration, Police Cadet Academy
Command and Staff Army College
Joint Staff College
Certificate, Director Certification Program (DCP 107/2008), Thai Institute of Directors Association
Diploma, The National Defence Course (Class 41), National Defence College
Certificate, Senior Command Course, Institute of Police Administration Development
None None Other Positions at Present
-
Previous Working Experiences
2011-2013 Board of Directors Member,
Liquor Distillery Organization, Excise Department
Ministry of Finance
2009-2010 Assistant General Commissioner
Royal Thai Police
2008-2009 Board of Directors Member and
Audit Committee Chairman Provincial Electricity Authority
Attachment
Page 177
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
5. Mr. Satit Rungkasiri
Independent Director
Audit Committee Member
Corporate Governance and Social Responsibility Committee Member
Number of Termsin office : 2
Since 30 March 2010
55 Doctor of Philosophy (Economics), Honorary Degree, Ramkhamhaeng University
Doctor of Arts in Financial and Banking, Honoris Causa, Siam University
Ph.D. (Honorary Degree) in Economics, Maejo University
Master of Economics, Atlanta University, U.S.A. (Scholarship & Outstanding Student Award from the National Deans’ Lists of America)
Bachelor of Science (Economics), Kasetsart University
Certificate, Advanced Management Program, Harvard Business School, U.S.A.
Certificate, Executive Program, Class 2, Capital Market Academy
Diploma, The National Defence Course (2007), National Defence College
Certificate the Civil Service Executive Program for Senior Civil Servants, Office of the Civil Service Commission
Diploma on Taxation, France, by ACTIM scholarship
Certificate, EDI Taxation Technology, University of Canberra, Australia
Certificate, Tax Authorities’ Use of the Internet, University of New South Wales, Australia
Certificate, Director Certification Program (DCP 74/2006), Thai Institute of Directors Association
None None Other Positions at Present
2014 - Present Board of Directors Member Government Savings Bank
2013 - Present Chief Inspector General Ministry of Finance
2012 - Present Board of Directors Member National Credit Bureau Company Limited
Previous Working Experiences
2011-2014 Board of Directors Member TOT Public Company Limited
2010-2013 Director - General, Revenue Department
Ministry of Finance
2009-2011 Board of Directors Member Thai Asset Management Corporation
2009-2010 Board of Directors Member Bank of Thailand
2009-2010 Vice Chairman Financial Institution Development Fund
2009-2010 Board of Directors Member Government Pension Fund
2009-2010 Board of Directors Member Credit Information Protection Commission
Attachment
Page 178
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
5. Mr. Satit Rungkasiri
(Cont.)
54 Certificate, Director Accreditation Program (DAP 2/2003), Thai Institute of Directors Association
None None Previous Working Experiences
2009-2010 Board of Directors Member Capital Market Supervisory Board, Securities and Exchange Commission
2009-2010 Director General, Fiscal Policy Office
Ministry of Finance
2009 Deputy Permanent Secretary Ministry of Finance
2009 Board of Directors Member ACL Bank Public Company Limited
2009 Board of Directors Member Provincial Electricity Authority
Attachment
Page 179
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
6. Mr. Chavalit Pichalai
Independent Director
Audit Committee Member
Number of Termsin office : 1
Since 29 March 2014
59 Master of Arts (Development Economics), National Institute of Development Administration
Master of Arts Public Administration, Carleton University, Canada
Bachelor of Arts (Economics), Thammasat University
Certificate, Director Certification Program (DCP 192/2014), Thai Institute of Directors Association
Certificate, Chief Information Officer (CIO), Class 24 (2012), National Electronics and Computer Technology Center (NECTEC)
Certificate, The Columbia Senior Executive Program (CSEP 131), Columbia University, USA (2011)
Diploma, National Defence College of Thailand (Class 2008)
Certificate, The Civil Service Executive Program for Senior Civil Servants (Visionary Leadership, Class 39), Office of the Civil Service Commission
None None Other Positions at Present
2014-Present Board of Director Member and Risk Management Committee Member
PTT Exploration and Production
Public Company Limited (4)
2014-Present Director-General, Energy Policy and Planning Office (EPPO)
Ministry of Energy
2014-Present Physical Sciences and
Mathematics Committee Member
National Research Council of Thailand
2013-Present Management Member Sirindhorn International Environmental Park Foundation Committee
Previous Working Experiences
2013-2014 Member, Energy Dictionary (Nuclear) Committee,
The Royal Institute of Thailand
2012-2014 Inspector General Ministry of Energy
2011-2012 Deputy Director General, Department of Mineral Fuels
Ministry of Energy
2006-2011 Deputy Director General, Energy Policy and Planning Office (EPPO)
Ministry of Energy
Notes (1) Major Shareholder (2) Subsidiary (3) Joint Venture (4) Energy Enterprise
Attachment
Page 180
Name of Director, Management /
Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
7. Miss Piyathida Praditbatuga
Independent Director
Audit Committee Member
Number of Termsin office : 2
Since 27 March 2012
44 Doctor of Business Administration, The University of South Australia, Australia
Master of Business Administration, International Business, The University of Birmingham, The United Kingdom
Postgraduate Diploma in Business Administration, International Business, University of Birmingham, United Kingdom
Bachelor of Science: Medical Technology, Chulalongkorn University
Advanced Certificate, Politics and Governance in Democratic Systems for Executive Course (Class 16), King Projadhipok’s Institute
Certificate, Executive Program on Energy Literacy for a Sustainable Future (TEA), Class 3 (2013), Thailand Energy Academy
Certificate, Director Certification Program (DCP 173/2013), Thai Institute of Directors Association
Developing Relationships among Executives’ course (Batch 9), Directorate of Civil Affairs, The Royal Thai Army (RTA.)
None None Other Positions at Present
2008-Present Program Director, M.S. in Management, School of Business Administration,
College of Internet Distance Education, Assumption University
2007-Present Lecturer, M.S. in Management, School of Business Administration
College of Internet Distance Education, Assumption University
2007-Present Thesis/Dissertation Defense Committee and Chairperson, M.S. in Management, School of Business Administration,
College of Internet Distance Education, Assumption University
2007-Present Thesis/Dissertation Adviser,
M.Sc. in Management, School of Business Administration
College of Internet Distance Education, Assumption University
Previous Working Experiences
-
Attachment
Page 181
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
8. Mr. Poonsuk Tochanakarn
Director
Human Resources and Remuneration Committee Member
Corporate Governance and Social Responsibility Committee Member
(EGAT’s Representative Director)
Number of Termsin office : 1
Since 1 October 2013
60 Bachelor of Accounting, Chulalongkorn University
Certificate, Director Certification Program (DCP 163/2012), Thai Institute of Directors Association
Certificate of Executive Finance Management Program, Economics and Finance Academy
Certificate of the Public Director Certification Program, Public Director Institute from King Prajadhipok’s Institute and State Enterprise Office in collaboration with office of the Public Sector Development Commission
EGAT Senior Executive Program (ESEP)
EGAT Director Development Program (EDDP)
EGAT Newly-Promoted Executive Orientation Program (ENOP)
Changes and Challenges
EGAT Preparation of Professional Leader Program (EPLP)
EGAT’s Executive Development Program (EEDP)
None None Other Positions at Present
Previous Working Experiences
2012-2014 Deputy Governor - Account and
Finance acting Chief Financial Officer (CFO)
EGAT
2011-2012 Assistant Governor-Account EGAT
2010-2011 Assistant Governor-Internal
Audit Bureau EGAT
2007-2010 Director, Development Area
Accounting and Budget Division EGAT
Attachment
Page 182
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
9. Miss Rattana Tripipatkul
Independent Director
Human Resources and Remuneration Committee Member
Number of Termsin office : 1
Since 29 March 2013
64 Bachelor of Economics, Ramkhamhaeng University
Certificate, Advanced Audit Committee Program (AACP 15/2014), Thai Institute of Directors Association
Certificate, Audit Committee Program (ACP 45/2013), Thai Institute of Directors Association
Certificate, Director Accreditation Program, (DAP 58/2006), Thai Institute of Directors Association
Certificate, National Security Management for Senior Executives Course (Class 4), National Defence College
Certificate, Political Government in Democracy Regime Program for Senior Executive, (Class 15) King Prajadhipok’s Institution
Certificate, Capital Market Academy, (Class 19)
Certificate, Thailand Energy Academy Program, (Class 4)
Certificate, Institute Of Metropolitan Development, (Class 3)
None None Other Positions at Present
2014-Present Executive Director P.O.C. Phoenix Golf and Country Club Pattaya Company Limited
2014-Present Executive Director Phoenix Land Development Company Limited
2006-Present Board of Directors Member P. Overseas International Group
Company Limited
2006-Present Board of Directors Member P.O.C. Concrete Company
Limited
2006-Present Board of Directors Member P. Overseas Steel Public
Company Limited
2005-Present Executive Director Customer Services, P. Overseas
Steel Public Company Limited
2005-Present Executive Director Customer Services, P.O.C.
Concrete Company Limited
2005-Present Executive Director Customer Services, P. Overseas
International Group Company Limited
2006-2014 Board of Directors Member P Blue Lagoon Gems Company
Limited
2006-2014 Managing Director, P Blue Lagoon Gems Company
Limited
Attachment
Page 183
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
10. Mr. Suwit Kongsaengbhak
Independent Director
Risk Management Committee Member
Number of Termsin office : 1
Since 29 March 2013
54 Master of Law, Ramkhamhaeng University
Barrister at laws, The Thai Bar Association Under the Royal Patronage
Bachelor of Law, Ramkhamhaeng University
None None Other Positions at Present
2010-Present Board of Directors Member Pornpiyacharn Transport Company Limited
2010-Present Managing Director SLC Law Company Limited
Previous Working Experiences
-
Attachment
Page 184
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
11. Mr. Rum Herabat
Director
Risk Management Committee Member
Investment Committee Member
(EGAT’s Representative Director)
Number of Termsin office : 1
Since 1 October 2013
58 Bachelor of Engineering (Mechanical Engineering), Chulalongkorn University
Certificate, Director Certification Program (DCP 191/2014), Thai Institute of Directors Association
Certificate of Advanced Management Program, Harvard Business School, U.S.A.
Certificate of Army War College Regular, Institute of Advanced Military Studies
Leading into the Future Under Strategic Inflection of Change
EGAT Senior Executive Program (ESEP)
EGAT Director Development Program (EDDP)
EGAT Newly-Promoted Executive Orientation Program (ENOP)
EGAT Assistant Director Development Program (EADP)
EGAT’s Executive Development Program (EEDP)
7,446
(0.0005%)
None Other Positions at Present
2014-Present Deputy Governor-Generation EGAT (1)
Previous Working Experiences
2013-2014 Deputy Governor-Fuel EGAT
2012-2013 Board of Directors Member EGAT Diamond Service Co., Ltd.
2011-2013 Assistant Governor-Operation
and Maintenance Business EGAT
2010-2011 Director, Civil Maintenance
Division EGAT
2007-2010 Director, Mechanical
Maintenance Division EGAT
Notes (1) Major Shareholder (2) Subsidiary (3) Joint Venture (4) Energy Enterprise
Attachment
Page 185
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
12. Mr. Sutat Patmasiriwat
Director
(EGAT’s Representative Director)
Number of Termsin office : 1
Since 20 October 2014
61 Bachelor of Engineering (Mechanical Engineering), Chulalongkorn University
Certificate, Advanced Management Program, Harvard Business School, U.S.A.
Certificate, Financial Statements for Directors (FSD 14/2011), Thai Institute of Directors Association
Certificate, The Role of Chairman (RCP 24/2010), Thai Institute of Directors Association
Certificate, Director Certification Program (DCP 83/2007), Thai Institute of Directors Association
Certificate, Senior Executive Development Program-2, Foundation for International Human Resource Development
Certificate, Creating Value Through Product Management and Customer Profitability, SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, ASEAN Executive Development Program, Thammasat Business School, Thammasat University
None None Previous Working Experiences
2011-2013 Board of Directors Chairman EGAT International Company Limited
2010-2014 Board of Directors Chairman Ratchaburi ElectricityGenerating Company Limited and Ratchaburi Power Company Limited
2010-2013 Board of Directors Member Ratchaburi Electricity Generating
Holding Public Company Limited
2009-2013 Board of Directors Member EGAT
2009-2013 Governor EGAT
2010-2011 Board of Directors Chairman EGAT Diamond Service Company
Limited
2009-2010 Board of Directors Member EGAT International Company
Limited
2008-2009 Deputy Governor-Generation EGAT
Attachment
Page 186
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
13. Mr. Chuan Sirinunporn
Director
(EGAT’s Representative Director)
Number of Termsin office : 1
Since 19 December 2014
61 Honorary Doctorates Degree, Ubon Ratchathani Rajabhat University
Honorary Doctorates Degree, Ubon Ratchathani University
Master Development Administration (Honors), The National Institute of Development Administration
Bachelor of Arts (Political Science), Chulalongkorn University
Certificate, Director Accreditation Program (DAP 112/2014), Thai Institute of Directors Association
Certificate, Thai Senior Executive Development Program, National Graduate Institute for Policy Studies (GRIPS), Japan
Certificate, Transformational Executive Leadership, Prince Damrongrajanubhab Institute of Research and Development, Ministry of Interior
Diploma, The National Defence Course, National Defence College
Graduate Diploma in Public Law, Thammasat University
Certificate, Senior Executive Development Program, Institute of Administration Development
None None Other Positions at Present
2014 - Present Board of Directors Member EGAT
Previous Working Experiences
2012-2013 Director General of Department
of Provincial Administration
2011-2012 Governor of Nakhon
Ratchasima
2010-2011 Governor of Phrae
2007-2010 Governor of Ubon Ratchathani
Attachment
Page 187
Name of Director, Management
/ Position Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
14. Mr. Witoon Kulcharoenwirat
Director
(EGAT’s Representative Director)
Number of Termsin office : 1
Since 20 October 2014
61 Master of Engineering in Safety Engineering, Kasetsart University
Master of Engineering in Transportation Engineering, Chulalongkorn University
Bachelor of Engineering (Civil Engineering), Chiang Mai University
Certificate, National Defence College of Thailand’s Diploma,Class 52, National Defence College of Thailand (2009)
Certificate, The Civil Service Executive Program for Senior Civil Servants, Class 43, Office of the Civil Service Commission (2005)
None None Other Positions at Present
2014-Pesent Director-General, Department of Energy Business
Ministry of Energy
Previous Working Experiences
2012-2013 Disaster Prevention and
Mitigation Commission - Consultant
House of Representatives
2003-2013 Committee Member and Assistant Secretariat of the Hazardous Substance Control Committee
Ministry of Industry
2003-2014 The National Environment Board of Directors Member with specialization in petroleum development projects, pipeline transportation of fuel and thermal power stations
Attachment
Page 188
Name of Director,
Management / Position Age
(years) Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
15. Mr. Pongdith Potchana
Director
Chief Executive Officer
Secretary to the Board of Directors
(EGAT’s Representative Director and Executive Director)
Number of Termsin office : 1
Since 1 July 2013
59 Master of Engineering (Civil Engineering), The Georgia Institute of Technology, U.S.A.
Bachelor of Engineering (Civil Engineering), Chiangmai University
Certificate, Executive Program on Energy Literacy for a Sustainable Future (TEA), Class 3 (2013), Thailand Energy Academy
Certificate, Director Accreditation Program (DAP 106/2013), Thai Institute of Directors Association
Certificate, Public Law and Management Class 10 (2011), King Prajadhipok’s Institute
EGAT Senior Executive Program (ESEP)
EGAT Director Development Program (EDDP)
EGAT Newly-Promoted Executive Orientation Program (ENOP)
EGAT Preparation of Professional Leader Program (EPLP)
None None Other Positions at Present
2014-Present Board of Directors Chairman Ratchaburi Electricity Generating Company Limited (2)
2013-Present Board of Directors Chairman Hongsa Power Company Limited (3)
2013-Present Board of Directors Chairman Phu Fai Mining Company Limited (3)
2013-Present Board of Directors Chairman RATCH-Australia Corporation
Limited (2)
2013-Present Board of Directors Member Ratchaburi Power Company
Limited (3)
Previous Working Experiences
2013 Board of Directors Member Ratchaburi Electricity Generating
Company Limited
2012-2013 Deputy Governor - Corporate
Social Affairs and Acting EGAT Spokesman
EGAT
2012 Assistant Governor - Corporate
Social Affairs EGAT
2010-2012 Assistant Governor - Corporate
Social Responsibility EGAT
2008-2010 Director, Corporate
Communications Division EGAT
Notes (1) Major Shareholder (2) Subsidiary (3) Joint Venture (4) Energy Enterprise
Attachment
Page 189
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
16. Mr. Peerawat Pumthong
Chief Business Development Officer 1
Date of Appointment :
1 March 2014
56 Master of Business Administration, Monash University,Australia, (Certificate of Merit (Highest score ) in International Business)
Master of Engineering, Asian Institute of Technology (AIT) (Germany Government Scholarship)
Bachelor of Engineering (2nd Class Honor), Khonkaen University
Advanced Certificate Course in Politics and Governance
in Democratic Systems for Executives (Class 17), King Prajadhipok’s Institute
Certificate, Advanced Course in Public Economics (Class 8), King Prajadhipok’s Institute
Certificate, Director Certification Program (DCP 138/2010), Thai Institute of Directors Association
Certificate, ASEAN Executive Development Program (AEDP), Thammasat Business School, Thammasart University
Certificate, Mini MBA, Chulalongkorn University
Certificate, Electric Power Development from Swedish Board of Investment and Technical Support (BITS), Sweden
Certificate, ASEAN Executive Program, General Electric International Operation Company, Inc., U.S.A.
None None Other Positions at Present
Sub-Committee on the Study and Follow-up on Renewable Energy, Committee on Energy, Committee of the National Legislative Assembly
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2010-2014 Chief Operating Officer Ratchaburi Electricity Generating
Holding PCL.
2006-2010 Executive Vice President -
Business Development Ratchaburi Electricity Generating Holding PCL.
2011-2014 Board of Directors Member and
Acting for Managing Director RATCH-Australia Corporation Limited
2013 Board of Directors Member Ratchaburi Electricity Generating
Company Limited
2010-2013 Board of Directors Member Navanakorn Electricity Generating
Company Limited
2010-2013 Chairman of the Board of
Directors RATCH-Lao Services Company Limited
Attachment
Page 190
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
16. Mr. Peerawat Pumthong
(Cont.)
Certificate, Hydro Electric Power from Japan International Cooperation Agency (JICA), Columbo Plan, Japan
Certificate, Thermal and Hydro Power Project Planning from Snowy Mountain Engineering Cooperation, Columbo Plan, Australia
Previous Working Experiences
2006-2013 Chairman of the Board of Directors
Ratchaburi Energy Company Limited
2010 Chairman of the Board of Directors
Yanhee Solar Power Company Limited
Attachment
Page 191
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
17. Mr. Kriengrit Jiajanpong
Chief Business Development Officer 2
Date of Appointment :
1 March 2014
59 Bachelor of Science (Electrical Engineering), King Mongkut’s Institute of Technology Thonburi Campus
Excellence in Situation Management Program
Coal Combustion Technology & Ash Forming
Flue Gas Desulfurization Design & Testing Standard, Germany Pollution Control Technology (JAPIC), Japan
Power Plant Availability Workshop, Canada
Electrostatic Precipitation Technology, Japan
Steam Turbine Operation & Maintenance, Japan
Certificate, Director Certification Program (DCP158/2012) Thai Institute of Directors Association
Certificate, Leadership Assessment & Development Program (2013)
Certificate, Leading with the Speed of Trust (2013)
7,500
(0.0005%)
None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2013-2014 Deputy Chief Executive Officer Ratchaburi Electricity Generating
Holding PCL.
2012 Executive Vice President Ratchaburi Electricity Generating
Holding PCL.
2012-2013 Board of Directors Member and
Managingb Director Ratchaburi Electricity Generating Company Limited
2013-2014 Board of Directors Member Ban Bueng Power Company
Limited
2013-2014 Board of Directors Member Eastern IPP Company Limited
2013-2014 Board of Directors Member Eastern Power Generation
Company Limited
2013-2014 Board of Directors Member Tri Energy Company Limited
2013-2014 Chairman of the Board of
Directors Solarta Company Limited
2013-2014 Board of Directors Chairman Sustainable Energy Corporation
Limited
Attachment
Page 192
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
17. Mr. Kriengrit Jiajanpong
(Cont.)
Previous Working Experiences
2013-2014 Board of Directors Chairman Khao Kor Wind Power Company Limited
2013-2014 Board of Directors Chairman Ratchaburi Energy Company Limited
2013-2014 Board of Directors Member and
Executive Committee Member South East Asia Energy Limited
2013-2014 Board of Directors Member and
Executive Committee Member Nam Ngum 2 Power Company Limited
2013-2014 Board of Directors Chairman RATCH-Lao Services Company
Limited
2012-2014 Chairman of the Board of
Directors Electricity Generating Authority of Thailand (EGAT)
Ratchaburi Gas Company Limited
2011-2012 Assistant Governor-Operation and Maintenance Business Project Mae Moh Power Plant , EGAT
Ratchaburi Gas Company Limited
2007-2010 Director, Maintenance Division Ratchaburi Gas Company Limited
Attachment
Page 193
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
18. Mr. Somnuk Jindasup
Chief Asset Management Officer
Managing Director, Ratchaburi Electricity Generating Company Limited
Date of Appointment :
1 March 2014
56 Master of Engineering (Electrical Engineering), Chulalongkorn University
Bachelor of Science (Electrical Engineering) (2nd Class Honor), King Mongkut’s Institute of Technology North Bangkok Campus
Certificate, ASEAN Executive Program (2005), General Electric International Operation Company, Inc., U.S.A.
Certificate, Senior Executive Program (2003), SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, Advance Senior Executive Program (2010, SASIN Graduate Institute of Business Administration, Chulalongkorn University)
Certificate, Advanced Mini MBA, Chulalongkorn University
Graduate Diploma in Public Law and Management (2006-2007), King Prajadhipok’s Institute
Certificate, Executive Development Program (2008), Thai Listed Company Association
Certificate, Director Certification Program (DCP 152/2011), Thai Institute of Directors
Certificate, Leadership Assessment & Development Program (2013)
Certificate, Leading with the Speed of Trust (2013)
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2013-2014 Senior Executive Vice President, seconded to be the Managing Director of Ratchaburi Electricity Generating Company Limited
Ratchaburi Electricity Generating Holding PCL.
2013 Executive Vice President, seconded to be the Managing Director of Ratchaburi Electricity Generating Company Limited
Ratchaburi Electricity Generating Holding PCL.
2011-2013 Executive Vice President, seconded to bem the Managing Director of Tri Energy Company Limited
Ratchaburi Electricity Generating Holding PCL.
2006-2011 Executive Vice President, seconded to be the Deputy Managing Director of Ratchaburi Electricity Generating Company Limited
Ratchaburi Electricity Generating Holding PCL.
Attachment
Page 194
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
18. Mr. Somnuk Jindasup
(Cont.)
Previous Working Experiences
2014 Board of Directors Sustainable Energy Corporation Limited
2014 Chairman of the Board of Directors
Sustainable Energy Corporation Limited
2011-2013 Board of Directors Member and
Managing Director Tri Energy Company Limited
2009-2013 Board of Directors Member EGAT Diamond Service Company
Limited
2009-2012 Board of Directors Member RATCH-Lao Services Company
Limited
Attachment
Page 195
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
19. Mr. Wutthichai Tankuranand
Chief Financial Officer
Date of Appointment :
1 January 2012
48 Master of Business Administration, University of Michigan, U.S.A.
Bachelor of Engineering (Electrical Engineering), Chulalongkorn University
Certificate, Leadership Assessment and Development Program (2013)
Certificate, Leading with the Speed of Trust (2013)
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2014 Board of Directors Member Xe-Pian Xe-Namnoy Power
Company Limited
2013-2014 Board of Directors Member Tri Energy Company Limited
2013-2014 Board of Directors Member Ban Bueng Power Company
Limited
2013-2014 Board of Directors Member Eastern IPP Power Company
Limited
2013-2014 Board of Directors Member Eastern Power Generation
Company Limited
2012-2013 Chairman of the Board of
Directors Ratch Udom Power Company Limited
2001-2012 Deputy Chief Financial Officer TrueMove Company Limited
Attachment
Page 196
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
20. Mr. Prayut Thongsuwan
Executive Vice President - Corporate Administration
Managing Director - Ratchaburi Energy Company Limited
Managing Director, Solarta Company Limited
Date of Appointment :
1 September 2014
56 Master of Public and Private Management, The National Institute of Development Administration
Bachelor of Political Sciences (Public Administration), Thammasat University
Certificate, ASEAN Executive Program, General Electric International Operation Company, Inc., U.S.A.
Certificate, Senior Executive Program, SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, Advanced Mini MBA, Chulalongkorn University
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2010-2012 Executive Vice President Ratchaburi Electricity Generating
Holding Public Company Limited
2006-2010 Executive Vice President-
Corporate Administration Ratchaburi Electricity Generating Holding Public Company Limited
2012-2014 Managing Director Solarta Company Limited
2014 Board of Directors Member Sustainable Energy Corporation
Limited
2014 Board of Directors Member Khao Kor Wind Power Company
Limited
2010-2012 Board of Directors Member and
Managing Director Ratchaburi Energy Company Limited
Attachment
Page 197
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
21. Mrs. Sunee Rajatamutha
Executive Vice President - Finance
Date of Appointment :
1 June 2011
56 Master of Accounting, Thammasat University
Master of Business Administration, Chulalongkorn University
Bachelor of Accounting (2nd Class Honor), Chulalongkorn University
Certificate, Director Certification Program (DCP 179/2013), Thai Institute of Directors Association
Certificate, Senior Executive Program, SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, Chief Financial Officer, Federation of Accounting Professions
Certificate, Modern Management Program, Chulalongkorn University
Certificate, Leadership Assesment & Development Program (2013)
Certificate, Leading with the Speed of Trust (2013)
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2010-2011 Senior Vice President, Acting
Executive Vice President - Finance
Ratchaburi Electricity Generating Holding PCL.
2009-2010 Chief Financial Officer,
Ratchaburi Power Company Limited
Ratchaburi Electricity Generating Holding PCL
2007-2009 Director, Finance Division
Ratchaburi Gas Company Limited
Ratchaburi Electricity Generating Holding PCL
2012-2014 Board of Directors Member and
Managing Director Ratch Udom Power Company Limited
Ratchaburi Electricity Generating Holding PCL
2012-013 Board of Directors Member and
Managing Director Ratchaburi Electricity Generating Holding PCL
Attachment
Page 198
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
22. Mr. Sommai Poosanachakorn
Senior Vice President - Head of Accounting Control and Analysis Division
Date of Appointment : 1 July 2014
49 Master of Public and Private Management, the National Institute of Development Administration
Bachelor of Accounting, Thammasat University
Certificate, Chief Financial Officer, Federation of Accounting Professions
Certificate, Senior Executive Program, SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, Leadership Assessment & Development Program (2013)
Certificate, Leading with the Speed of Trust (2013)
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2014 Vice President-Head of
Accounting Control and Analysis Division
Ratchaburi Electricity Generating Holding PCL.
2012-2014 Vice President-Head of
Accounting Division Ratchaburi Electricity Generating Holding PCL.
2011-2012 Vice President-Head of Accounting Division, Ratchaburi Electricity Generating Holding Public Company Limited and Acting Deputy Managing Director, Solarta Co., Ltd.
Ratchaburi Electricity Generating Holding PCL.
2007-2011 Vice President-Head of
Accounting Division Ratchaburi Electricity Generating Holding PCL.
2009-2012 Board of Directors Member RH International Corporation
Limited
2010-2012 Board of Directors Member RH International (Mauritius)
Corporation Limited
Attachment
Page 199
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
22. Mr. Sommai Poosanachakorn
(Cont.)
Previous Working Experiences
2010-2012 Board of Directors Member RH International (Singapore) Corporation Pte. Limited
2011-2012 Deputy Managing Director Solarta Company Limited
2007-2011 Board of Directors Member Ratch Udom Power Company
Limited
2007-2011 Board of Directors Member Ratchaburi Alliances Company
Limited
Attachment
Page 200
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
23. Miss. Raywadee Srikongyos
Senior Vice President - Head of Financial Planning and Management Division
Date of Appointment :
1 January 2014
56 Master of Public and Private Management, The National Institute of Development Administration
Bachelor of Business Administration (Finance) (1st Class Honor), Thai Chamber of Commerce University
Certificate, Senior Executive Program, SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, Fixed Income Primer Program, Lehman Brothers
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2010-2013 Vice President - Head of
Treasury Division Ratchaburi Electricity Generating Holding PCL.
2008-2010 Vice President - Office
Management Ratchaburi Electricity Generating Holding PCL.
2011-2014 Board of Directors Member Ratchaburi Gas Company Limited
2012-2013 Board of Directors Member Ratch Udom Power Company
Limited
2013-2014 Vice President, seconded to
be the Chief Finance Officer Ratchaburi Power Company Limited
Attachment
Page 201
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
24. Mrs. Nisaluck Mungpalchol
Vice President - Head of General Accounting Division
Date of Appointment : 1 March 2014
46 Master of Science (Information Technology Management), King Mongkut’s Institute of Technology Ladkrabang
Master of Science (Managerial Accounting), Chulalongkorn University
Bachelor of of Accountancy (Accounting) (1st Class Honor), Kasetsart University
CFO Certification Program Class 13, Federation of Accounting Professions
Mini MBA, Kasetsart University
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2014 Vice President and Acting
Manager-Head of Affiliates Accounting Department
Ratchaburi Electricity Generating Holding PCL.
2011 Senior Manager-Head of
Affiliates Accounting Department
Ratchaburi Electricity Generating Holding PCL.
2011 Senior Manager-Head of Corporate Finance Department Tri Energy Company Limited
Ratchaburi Electricity Generating Holding PCL.
2009 Senior Manager, seconded
to be Director-Finance & Accounting
Ratchaburi Electricity Generating Holding PCL.
Attachment
Page 202
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
25. Mrs. Supatra Thongkarn
Vice President - Head of Tax Management Division Acting Deputy Managing Director - Administration, Accounting and Finance, Solarta Co., Ltd.
Date of Appointment : 1 May 2013
54 Bachelor of Accountancy, Chulalongkorn University
Mini MBA, Thammasat University
Certificate, Tax Controller Major in International Tax,School of Tax
4,000
(0.0003%)
None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2014 Vice President - Head of
Tax Management Division Ratchaburi Electricity Generating Holding PCL.
2013-2014 Vice President - Head of
Treasury Division Ratchaburi Electricity Generating Holding PCL.
2012-2013 Vice President, seconded to be the Chief Financial Officer, Xe-Pian Xe-Namnoy Power Co., Ltd.
Ratchaburi Electricity Generating Holding PCL.
2011-2012 Senior Manager, Head of
Tax Management Department
Ratchaburi Electricity Generating Holding PCL.
2010-2011 Manager, Head of
Management Accounting and Budgeting Department
Ratchaburi Electricity Generating Holding PCL.
2006-2010 Manager, Head of Affiliate
Accounting and Tax Management Department
Ratchaburi Electricity Generating Holding PCL.
Attachment
Page 203
Information about Directorship of Directors, Executives and Controllers of the Company, Subsidiaries, Jointly-Controlled Entities and Affiliates Ratchaburi Electricity Generating Holding Public Company Limited as of 31 December 2014
Attachment
Page 205
Attachment 2 Information of subsidiaries's Executives
Ratchaburi Electricity Generating Company Limited
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
1. Mrs. Siriporn Luangnual
Director
Date of Appointment
24 April 2007 – Present
55 Master of Business Administration, Pittsburg State University, USA.
Bachelor of Business Administration, Ramkhamhaeng University
New Wave Leadership Development Program, Office of the Civil Service
Promotional of Capital Market, Korea Stock Market, South Korea
Certificate, Directors Certification Program (DCP72/2006), Thai Institute of Directors Association
Financial and Accounting for Non-Financial Manager, The Wharton School
TLCA Executive Development Program (EDP4) , Thai Listed Companies Association
None None Other Positions at Present
Present Deputy Director State Enterprise Policy Office, Ministry of Finance
2014-Present Board of Directors Member TOT Public Company Limited
Previous Working Experiences
2008-2010 Director of Bureau of State
Enterprise and Evaluation State Enterprise Policy Office, Ministry of Finance
2010-2011 Director of the Office of
State Securities State Enterprise Policy Office, Ministry of Finance
2002-2006 Board of Directors Member Ratchaburi Energy Company
Limited
2011-2012 Board of Directors Member TOT Public Company Limited
2011-2013 Board of Directors Member
and Audit Committee Chairman
ASEAN Potash Mining Public Company Limited
2013-2014 Board of Directors Member The Erawan Group Public Company
Limited
Attachment
Page 206
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
2. Mr. Amnuay Thongsathitya
Director
Date of Appointment 17 March 2010 - Present
61 PhD Candidate, University of Kassel, German
Post Grad. Cert. Alternative Energy, University of Florida, USA
Master Degree, Energy Technology, King Mongkut's University of Technology Thonburi
Bachelor's Degree, Electrical Engineering, King Mongkut's University of Technology North Bangkok
Certificate Senior Executive Fellows, Harvard University, USA
Certificate, the Civil Service Executive Program for Senior Civil Servants (Class 44), Office of the Civil Service Commission
Diploma, The National Defence Course (Class 49), National Defence College
Local Development Administration for Sustainability, Class 1, King Prajadhipok's Institute
None None Other Positions at Present
Present Retired government officer
Previous Working Experiences
Director General Department of Alternative Energy
Development and Efficiency, Ministry of Energy(4)
Chief Inspector General Ministry of Energy (4)
Deputy Director General Department of Alternative Energy Development and Efficiency,Ministry of Energy (4)
Director of Energy Research
Bureau Department of Alternative Energy Development and Efficiency,Ministry of Energy (4)
Director of Solar Energy
Development Bureau Department of Alternative Energy Development and Efficiency,Ministry of Energy (4)
Director of Energy Research
Bureau Department of Alternative Energy Development and Efficiency,Ministry of Energy (4)
Board of Directors Member Energy For Environment Foundation
Board of Directors Member EGAT International Co., Ltd. (1)
Attachment
Page 207
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
2. Mr. Amnuay Thongsathitya (Cont.)
Previous Working Experiences
Director, Renewable Energy Cluster Working Group
National Science and Technology Development Agency
Director, Academic Energy Inspector General
National Research Council of Thailand
Director, Rattanakosin
College for Sustainable Energy and Environment
Rajamangala University of Technology Rattanakosin
Notes (1) Major Shareholder (2) Subsidiary Company (3) Joint Venture Company (4) Energy Enterprise
Attachment
Page 208
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
3. Mr. Chumphon Thitayaruks
Director
Date of Appointment 19 March 2013 - Present
59 Master of Political Science (Public Administration)
Bachelor of Engineering (Civil)
Executive Training (Class 1), Department of Public Works
Advance Engineering Management Training (Class 2), Department of Public Works
Visual Education, USA, Public Works Department
Visual Education, USA, according to the Executive MBA Program, Thammasat University
Administration officer Training Program (Class 45), Ministry of Interior
Visual Education, Europe, Senior Executive Development Program Class 45, Ministry of interior
Visual Education, Denmark, Ministry of Energy
Senior Executive Program (the Civil Service Commission), Class 50
Visual Education, Germany
Site Visit, Nuclear Re-processing Plant, Japan
Executive Program, Good Governance (Office of the Public Sector Development Commission 1)
Visual Education, Norway
None None Other Positions at Present
Present Chief-Inspector General Ministry of Energy (4)
Previous Working Experiences
2013-2014 Deputy Permanent Secretary Ministry of Energy (4)
2009-2013 Inspector General, Chief
Inspector Gernaral Ministry of Energy (4)
2003-2009 Director of Energy Region 10 Energy Office Region 10 (4)
2002-2003 Director of Regional Energy
Office Energy Office Region 10 (4)
1992-2002 Civil Energineer PrachinBuri ,
Chachoengsao , Nong Khai , Rayong, Chiang Rai Province
Ministry of Interior
1987-1992 Civil Engineer Chumphon
Province Ministry of Interior
Attachment
Page 209
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
4. Mr.Athipat Bamroong
Director
Date of Appointment
19 March 2013 - Present
57 Doctor of Laws, Kobe University, Japan
Master of Economics, Kobe University, Japan
Bachelor of Economics Kobe University, Japan
Senior Executive Program, Office of the Civil Service Commission
Diploma, National Defence College, The National Defence Course Class 2010
None None Other Positions at Present
Present Inspector General Office of the Permanent Secretary, Ministry of Energy (4)
Previous Working Experiences
-
Attachment
Page 210
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
5. Mr. Teerawit Charuwat
Director
Date of Appointment 19 March 2013 – Present
56 Ph.D. Candidate, Doctoral degree International Programs, Development Administration Program in Policy and Management, National Institute of Development Administration (NIDA)
Master of Finance (MIF), International Program, Thammasat University (2013)
Master of Business Administration (MBA), Chulalongkorn University (1993)
Master Degree in Energy Management and Policy, University of Pennsylvania, USA (1985) (under a scholarship from the U.S. government)
Bachelor of Engineering, Mechanical Engineering, Chulalongkorn University (1979)
Certificate, Audit Committee Program ACP 11/2006, Thai Institute of Directors Association
Certificate, Directors Accreditation Program DAP 43/2005, Thai Institute of Directors Association
Certificate, Director Certification Program (Class 67/2005), Thai Institute of Directors Association
Diploma Course in Public Economics Management for Senior Executives, King Prajadhipok's Institute (2008)
None None Other Positions at Present
2003-Present Associate Judge (Class 4,7,10) The Central Intellectual Property and International Trade Court
Previous Working Experiences
1980-1984 Mechanical Engineer EGAT (1)
1985-1988 Planning Engineer Unocal Thailand Company
Limited (4)
1989-1990 Assistant Manager - Planning Ektanakij Finance Public
Company Limited
1991-1999 Assistant Managing Director Ek Holding Public Company
Limited
2000-2001 Assistant Managing Director Patchara Insurance Public
Company Limited
2001-2003 Deputy Managing Director –
Planning Thai Petrochemical Industry Public Company Limited (4)
2003-2004 Chief Financial Officer : CFO MCOT Public Company Limited
2005-2006 Chief Executive Officer : CEO TOT Public Company Limited
2006 Chairman ACT Mobile Company Limited
2007-2008 Executive Director And Acting
Director Software Industry Promotion Agency (Public Organization) (SIPA)
Attachment
Page 211
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
6. Mr. Suthon Boonprasong
Director
Date of Appointment 1 January – 31 December 2013
57 Master of Business Administration , Chiang Mai University
Bachelor of Economics Sukhothai Thammathirat Open University
Bachelor of law, Ramkhamhaeng University
Bachelor of Engineering (Electrical Engineering), Chulalongkong University
Certificate, Director Certification Program (DCP 164/2012), Thai Institute of Directors Association
Certificate, Advanced Management Program, Harvard Business School, USA
Advanced Certificate, Public Economics Management for Executives , King Prajadhipok's Institute
Certificate, Senior Command Course (Class 27), Institute of Police Administration Development
Masterful Coaching Workshop, Hay Group
Financial for Executive Decision Program, Continuing Education Center, Chulalongkorn University
Coaching for Success
Leading into the Future Under Strategic Inflection of Change Common Strategy for the Asia Pacific Region : Regional Arrangement for the Emerging Challenges, Thailand National Defence College
None None Other Positions at Present
Present Deputy Governor, Transmission System
EGAT (1)
Previous Working Experiences
2010-2013 Assistant Governors,
Transmission System EGAT (1)
2010 Assistant Governors,
Corporate Social Affairs and Environment
EGAT (1)
2012-2013 Board of Director District Cooling System and
Power Plant Company Limited (DCAP)
Attachment
Page 212
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
6. Mr. Suthon Boonprasong (Cont.)
EGAT Newly-Promoted Executive Orientation Program (ENOP), EGAT
EGAT Senior Executive Program (ESEP), EGAT
Incoming Successor Program (ISP)
Senior Executive Development Program (Class 2), Foundation for International Human Resource Development
EGAT’s Executive Development Program (EEDP), EGAT
EGAT Director Development Program (EDDP), EGAT
Attachment
Page 213
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
7. Mr. Kornrasit Pakchotanon
Director
Date of Appointment 1 January – 31 December 2013
56 Bachelor of Engineering (Mechanical Engineering, Chulalongkorn University
Diploma Course in Public Economics Management for Senior Executives, King Prajadhipok’s Institute
Advanced Certificate Course in Strengthening Peaceful Society, King Prajadhipok’s Institute
None None Other Positions at Present
Present Deputy Governor, Business Development
EGAT (1)
Previous Working Experiences
2011 Assistant Governors,
Generation 3 EGAT (1)
2008 Director, Maintenance
Department, Bang Pakong Power Plant
EGAT (1)
Attachment
Page 214
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
8. Mr. Somnuk Jindasup
Chief Asset Management Officer
Managing Director, Ratchaburi Electricity Generating Company Limited
Date of Appointment :
1 March 2014
56 Master of Engineering (Electrical Engineering), Chulalongkorn University
Bachelor of Science (Electrical Engineering) (2nd Class Honor), King Mongkut’s Institute of Technology North Bangkok Campus
Certificate, ASEAN Executive Program (2005), General Electric International Operation Company, Inc., U.S.A.
Certificate, Senior Executive Program (2003), SASIN Graduate Institute of Business Administration, Chulalongkorn University
Certificate, Advance Senior Executive Program (2010, SASIN Graduate Institute of Business Administration, Chulalongkorn University)
Certificate, Advanced Mini MBA, Chulalongkorn University
Graduate Diploma in Public Law and Management (2006-2007), King Prajadhipok’s Institute
Certificate, Executive Development Program (2008), Thai Listed Company Association
Certificate, Director Certification Program (DCP 152/2011), Thai Institute of Directors
Certificate, Leadership Assessment & Development Program (2013)
Certificate, Leading with the Speed of Trust (2013)
None None Other Positions at Present
Positions in subsidiaries, affiliates and joint ventures are shown in page 203
Previous Working Experiences
2013-2014 Senior Executive Vice President, seconded to be the Managing Director of Ratchaburi Electricity Generating Company Limited
Ratchaburi Electricity Generating Holding PCL.
2013 Executive Vice President, seconded to be the Managing Director of Ratchaburi Electricity Generating Company Limited
Ratchaburi Electricity Generating Holding PCL.
2011-2013 Executive Vice President, seconded to bem the Managing Director of Tri Energy Company Limited
Ratchaburi Electricity Generating Holding PCL.
2006-2011 Executive Vice President, seconded to be the Deputy Managing Director of Ratchaburi Electricity Generating Company Limited
Ratchaburi Electricity Generating Holding PCL.
Attachment
Page 215
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
8. Mr. Somnuk Jindasup
(Cont.)
Previous Working Experiences
2014 Board of Directors Sustainable Energy Corporation Limited
2014 Chairman of the Board of Directors
Sustainable Energy Corporation Limited
2011-2013 Board of Directors Member and
Managing Director Tri Energy Company Limited
2009-2013 Board of Directors Member EGAT Diamond Service Company
Limited
2009-2012 Board of Directors Member RATCH-Lao Services Company
Limited
Attachment
Page 216
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
9. Mr. Pongdith Potchana
Director
Chief Executive Officer
Secretary to the Board of Directors
(EGAT’s Representative Director and Executive Director)
Number of Termsin office : 1
Since 1 July 2013
59 Master of Engineering (Civil Engineering), The Georgia Institute of Technology, U.S.A.
Bachelor of Engineering (Civil Engineering), Chiangmai University
Certificate, Executive Program on Energy Literacy for a Sustainable Future (TEA), Class 3 (2013), Thailand Energy Academy
Certificate, Director Accreditation Program (DAP 106/2013), Thai Institute of Directors Association
Certificate, Public Law and Management Class 10 (2011), King Prajadhipok’s Institute
EGAT Senior Executive Program (ESEP)
EGAT Director Development Program (EDDP)
EGAT Newly-Promoted Executive Orientation Program (ENOP)
EGAT Preparation of Professional Leader Program (EPLP)
None None Other Positions at Present
2014-Present Board of Directors Chairman Ratchaburi Electricity Generating Company Limited (2)
2013-Present Board of Directors Chairman Hongsa Power Company Limited (3)
2013-Present Board of Directors Chairman Phu Fai Mining Company Limited (3)
2013-Present Board of Directors Chairman RATCH-Australia Corporation
Limited (2)
2013-Present Board of Directors Member Ratchaburi Power Company
Limited (3)
Previous Working Experiences
2013 Board of Directors Member Ratchaburi Electricity Generating
Company Limited
2012-2013 Deputy Governor - Corporate
Social Affairs and Acting EGAT Spokesman
EGAT
2012 Assistant Governor - Corporate
Social Affairs EGAT
2010-2012 Assistant Governor - Corporate
Social Responsibility EGAT
2008-2010 Director, Corporate
Communications Division EGAT
Attachment
Page 217
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
10. Mr. Payat Chinvili
Director, Operating Division
Date of Election: 1 April 13- Present
47 Bachelor of Industrial Technology in Industrial Instrumentation Tech. King Mongkut's Institute of Technology
Master of Business Administration ( Finance and Banking) Ramkhamhaeng University
None None Other Positions at Present
-
Previous Working Experiences
2012 Acting, Director, Operating
Division Ratchaburi Electricity Generating Company Limited.
2006 Senior, Manager, Planning and
Maintenance Department Ratchaburi Electricity Generating Company Limited.
2004 Manager, Engineering and
Efficiency Control Department Ratchaburi Electricity Generating Company Limited.
2000 Planning and Maintenance
Office Ratchaburi Electricity Generating Company Limited.
Engineering , System Control, Burning and Steam Production. Control forces and Equipment, Electric Maintenance Departmen
Electricity Generating Authority of Thailand.
Attachment
Page 218
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
11. Mr. Nutaporn Srisingha
Director,Coporate Relations Division
Date of Election: 1 Jan 09- Present
58 B.A. ( Political Science) Ramkhamhaeng University Bangkok
Diploma in Project Management and Project Administration, Akademie Klausenhof, Germany
None None Other Positions at Present
-
Previous Working Experiences
2007 Director of the Public Relation
Department, Ratchaburi Power Plant
Ratchaburi Electricity Generating Holding PCL.
Chief of General Administration National Health Security Office
(NHSO), Thailand ( Phitsanulok )
Attachment
Page 219
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
12. Mr. Somboon Kositvanit
Director, Administration and Finance Division
Date of Election: 1 June 2009- 31 December 2014
56 M.A (Accounting) Thammasat University
MINI MBA ( Kasetsart University)
B.B.A. (Accounting) Ramkhamhaeng University
Certificate CFO ( Federations of Accounting Professions)
Accounting Auditor ( CPA) ID No.5698
Certificate of Senior Executive Program
Sasin Graduate Institute of Business Administration of Chulalongkorn University
None None Other Positions at Present
-
Previous Working Experiences
2007 Director, Accounting and
Finance Division Tri Energy Company Limited.
2003 Manager, Management
Accounting and Budgeting Department
Ratchaburi Electricity Generating Company Limited.
2000 Manager,Accounting
Department Ratchaburi Electricity Generating Company Limited.
1999-2000 Accountant Level 9, Accounting Department Demand Size Management Division Head of Financial Accounting Demand Size Management Division
Electricity Generating Authority of Thailand. (EGAT)
1994-1999 Head of Account and Treasury
Rayong Combined Cycle Power Plant Construction Project
EGAT
Attachment
Page 220
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
13. Mr. Pornchai Chamnongdet
Director, Administration and Finance Division
Date of Appointment: 1 January 2015-Present
54 Master of Public Administration, National Institute of Development Administration
Bachelor of Law, Thammasat University
Bachelor of Accounting, Thammasat University
Certified Professional Internal Auditor, Institute of Internal Auditors of Thailand
Certificate, Pre-Certified Internal Auditor, Chulalongkorn University
Certificate, Chief Financial Officer, the Federation of Accounting Professions
Certificate, Modern Management Program , Chulalongkorn University
None None Other Positions at Present
-
Previous Working Experiences
2008-2009 Assistant Vice President-
Internal Audit Division Ratchaburi Electricity Generating Holding Public Company Limited
2006-2008 Manager-Head of Risk
Management Department Ratchaburi Electricity Generating Holding Public Company Limited
2003-2006 Manager - Head of Internal
Audit Department Ratchaburi Electricity Generating Holding Public Company Limited
Internal Audit Officer Level 9 Electricity Generating Authority of
Thailand
Attachment
Page 224
Attachment 3 Information of Chief internal auditor and Chief of compliance unit
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
Mr. Pornchai Chamnongdet
Vice President - Head of Internal Audit Division
54 Master of Public Administration, National Institute of Development Administration
Bachelor of Law, Thammasat University
Bachelor of Accounting, Thammasat University
Certified Professional Internal Auditor, Institute of Internal Auditors of Thailand
Certificate, Pre-Certified Internal Auditor, Chulalongkorn University
Certificate, Chief Financial Officer, the Federation of Accounting Professions
Certificate, Modern Management Program , Chulalongkorn University
None None Other Positions at Present
-
Previous Working Experiences
2008-2009 Assistant Vice President-
Internal Audit Division Ratchaburi Electricity Generating Holding Public Company Limited
2006-2008 Manager-Head of Risk
Management Department Ratchaburi Electricity Generating Holding Public Company Limited
2003-2006 Manager - Head of Internal
Audit Department Ratchaburi Electricity Generating Holding Public Company Limited
Internal Audit Officer Level 9 Electricity Generating Authority of
Thailand
Attachment
Page 225
Name of Director, Management / Position
Age (years)
Education and Training
RATCH Shareholding
(%)
Close Relatives to Management
Work Experiences
Period Position Organization /Company/ Type of Business
Mr. Nawapol Disathien
Vice President - Head of Legal Division
Company Secretary
44 Master of Law (International Legal Studies), Golden Gate University, USA
Bachelor of Law, Thammasat University
Certificate in Public Law, Faculty of Law, Thammasat University
Certificate, Senior Executive Program, Sasin Graduate Institute
of Business Administration of Chulalongkorn University
None None Other Positions at Present
2011 - Present Senior Vice President - Head of Legal Division
Ratchaburi Electricity Generating Holding PCL
2014 - Present Board of Directors Member RICI International Investment Company Limited
2011 - Present Board of Directors Member Songkla Biomass Company Limited
and Songkhla Biofuel Company Limited
2010 - Present Board of Directors Member RH International (Mauritius) Corporation Limited and RH International (Singapore) Corporation Pte. Limited
2009 - Present Board of Directors Member RH International Corporation
Limited
Previous Working Experiences
2006 - 2011 Vice President - Legal
Division Ratchaburi Electricity Generating Holding PCL
Top Related