Ratch : Form 56-1 One Report 2023

"Together, towards

a sustainable future"

Form 56-1 One Report 2023 RATCH Group Public Company Limited

"Together, towards

a sustainable future"

Our responsibility to the world is to create a better world with green energy to sustainably achieve carbon neutrality in 2050.

004

V I S I O N

TO BECOME

A LEADING

VALUE-ORIENTED

ENERGY AND

INFRASTRUCTURE

COMPANY

IN ASIA PACIFIC.

S T R A T E G Y

Strength Strategy

Conduct business efficiently; Generate revenue and return for a strong foundation

for the future; Aim to develop the organization towards excellence.	S1
Synergy Strategy	S2
Conduct an integrative business and expand cooperation with leading domestic
and international partners; Increase opportunities for sustainable growth
in the Power Business and Non-Power Business with potential of the business chain;
Focus on innovation to expand and create added value in the future.
Sustainability Strategy	S3
Sustainability Strategy - Support renewable energy; Caring for
the environment, society, and corporate governance for sustainable security.

Form 56-1 One Report 2023 | RATCH Group Public Company Limited

005

M I S S I O N

To ensue	To achieve	To conduct	To raise employees'	To support	To seek new
shareholders'	operational	business with	awareness and	Thailand's	opportunities
value creation	excellence	fairness and	motivation of	electricity	and alternatives
by generating	and enhance	strict compliance	self-development	security and	in related and
sustainable	competitiveness.	with all	in preparation for	infrastructure.	other businesses
financial returns		relevant laws	future business		to generate
with governance		and regulations.	competition and		growth and
and accountability			changes		expand business
for the environment					base for
and society.					shareholders.

LO N G - T E R M TA RG E T

F O R 2 0 2 7

T1

Generate returns from the business to increase EBITDA by accounting for the EBITDA ratio of non-power business greater than or equal to 5% by 2027.

T2

Expand investment in renewable energy to 25% of total capacity.

T3

Integrate and make the most of the wide range of businesses in operation.

T4

Support Carbon Neutrality and sustainable corporate growth by caring for the environment, society, and corporate governance.

C O R P O R AT E VA L U E

POWER OF PROFESSIONAL

Be Entrepreneurial

Commit to Integrity

POWER OF INNOVATION

Boost Agility

Encourage Innovation

POWER OF TEAMWORK

Excel Synergy & Collaboration

Strengthen Partnership

006

C O N T E N T

008

Definition

010

Board of Directors

014

Management Team

016

Message from Chairman

020

Audit Committee's Report

022

Human Resources and

Remuneration Committee's Report

024

Corporate Governance and

Sustainability Committee's Report

026

Investment Committee's Report

027

Risk Management Committee's Report

028

Major Shareholders

030

Financial Highlights

032

Awards and Achievements

PART 1

034 Business Operations and Performance

035 1. Structure and Operations	102 3. Driving Business Towards Sustainability
035	1.1	Policy and Business Overview	102	3.1	Sustainability Policy and Targets
045	1.2	Nature of Business	103	3.2	Managing Stakeholders Impacts on Business
092	1.3	Shareholding Structure of the Group	111		Value Chain
096	1.4	Registered and Paid-Up Capital	3.3	Sustainability Management
096	1.5	Issuance of Other Securities	118		in Environmental Dimension
3.4	Sustainability Management
097	1.6	Dividend Payment Policy
		in Social Dimension

098 2. Risk Management

098 2.1 Risk Management Policy

099 2.2 Risk factors for the Company's business operations

129 4. Management Discussion and Analysis

156 5. General Information and Other Important Information

156 5.1 General Information

1. 5.2 Other Important Information
2. 5.3 Legal Disputes

157 5.4 Secondary Market

157 5.5 Frequently Contacted Financial Institutions

Form 56-1 One Report 2023 | RATCH Group Public Company Limited

007

PART 2

158 Corporate Governance

159 6. Corporate Governance Policy

159 6.1 Overview of Corporate Governance Policies and Guidelines

159 6.2 Policies and Guidelines Relating to Shareholders and Stakeholders

179 6.3 Code of Conduct

179 6.4 Supervision of Subsidiaries, Affiliates and Joint Ventures

180 7. Corporate Governance Structure and Significant Information on the Board of Directors, Sub-Committees, Executives, Employees, and Others

1. 7.1 Corporate Governance Structure

1. 7.2 The Board of Directors

1. 7.3 Information on Executives

1. 7.4 Information on Employees

1. 7.5 Other Significant Information

212 8. Internal Control and Related Party Transactions

212 8.1 Internal Control

218 8.2 Related Party Transactions

PART 4

321 Attachment

322 Attachment 1

Profile of the Board of Directors, Executives and Company Secretary

354 Attachment 2

Profile of the Board of Directors and Executives, Ratchaburi Electricity Generating Company Limited

365 Attachment 3

Details about Head of Internal Audit and Head of Compliance

1. Attachment 4
   Details of Assets for Business Operations and Asset Valuation
2. Attachment 5
   Corporate Governance Policy and Guidelines and Code of Conduct of the Company

382 Attachment 6

Audit Committee's Report

383 Information of Companies RATCH Invests in

PART 3

237 Financial Statements

1. Report of the Board of Directors' Responsibilities for Financial Reports
2. Financial Statements

008

D E F I N I T I O N

		Full name		Abbreviation
• RATCH Group Public Company Limited		The Company
• RATCH Group Public Company Limited, subsidiaries and associates		The Group
		The Group's Power Plants
		Domestic Power Plants
		Conventional Power Plants
• Ratchaburi Power Plant, Ratchaburi Electricity Generating Company Limited		Ratchaburi Power Plant
• Ratchaburi Power's Power Plant, Ratchaburi Power Company Limited		Ratchaburi Power's Power Plant
• Hin Kong Combined Cycle Power Plant, Hin Kong Power Company Limited		Hin Kong Combined-Cycle Power Plant
• Ratchaburi World Cogeneration Company Limited's SPP Power Plant		Ratchaburi World SPP Power Plant
• Nava Nakorn Electricity Generating Company Limited's SPP Power Plant		Nava Nakorn SPP Power Plant
• Nava Nakorn Electricity Generating Company Limited's SPP Power Plant (Extension)		Nava Nakorn SPP Power Plant (Extension)
• Berkprai Cogeneration Company Limited's SPP Power Plant		Berkprai Cogeneration SPP Power Plant
• RATCH Cogeneration Company Limited's SPP Power Plant		RATCH Cogeneration SPP Power Plant
• RATCH Cogeneration Company Limited's SPP Power Plant (Extension)		RATCH Cogeneration SPP Power Plant (Extension)
• RATCH Energy Rayong SPP Power Plant, RATCH Energy Rayong Company Limited		RATCH Energy Rayong SPP Power Plant
• Independent Power Supply Project, R E N Korat Energy Company Limited		R E N Korat Energy Power Plant
• Sahacogen (Chonburi) Public Company Limited		Sahacogen Power Plant
		Renewable Power Plants
• Solarta Solar Farm, Solarta Company Limited		Solarta Solar Farm
• Solar Power Korat 3 Solar Farm, Solar Power (Korat 3) Company Limited		Solar Power Korat 3 Solar Farm
• Solar Power Korat 4 Solar Farm, Solar Power (Korat 4) Company Limited		Solar Power Korat 4 Solar Farm
• Solar Power Korat 7 Solar Farm, Solar Power (Korat 7) Company Limited		Solar Power Korat 7 Solar Farm
• Huay Bong 2 Wind Farm, K. R. Two Company Limited		Huay Bong 2 Wind Farm
• Huay Bong 3 Wind Farm, First Korat Wind Company Limited		Huay Bong 3 Wind Farm
• Songkhla Biomass Power Plant, Songkhla Biomass Company Limited		Songkhla Biomass Power Plant
		Overseas Power Plants
• Hongsa Thermal Power Plant, Hongsa Power Company Limited in Lao PDR		Hongsa Thermal Power Plant

• Xe-PianXe-Namnoy Hydroelectric Power Plant, Xe-PianXe-NamnoyXe-PianXe-Namnoy Hydroelectric Power Power Company Limited in Lao PDR

• Nam Ngum 2 Hydroelectric Power Plant, Nam Ngum 2 Power Company	Nam Ngum 2 Hydroelectric Power Plant
Limited in Lao PDR
• Renewable Power Plant by EDL-Generation Public Company	Renewable Power Plant by EDL-Generation
• Xekong 4A and 4B Hydroelectric Power Plants, in Lao PDR	Xekong 4A and 4B Hydroelectric Power Plant
• RATCH-Australia Corporation Limited's power plants in Australia	RATCH-Australia Power Plants
• Riau Combined-Cycle Power Plant, PT Medco Ratch Power Riau in Indonesia	Riau Combined-Cycle Power Plant
• Asahan-1 Hydroelectric Power Plant, Fareast Renewable Development	Asahan-1 Hydroelectric Power Plant
Pte. Ltd. in Indonesia

Form 56-1 One Report 2023 | RATCH Group Public Company Limited

009

Full name		Abbreviation
• Paiton Energy Thermal Power Plant in Indonesia		Paiton Energy Thermal Power Plant
• Thang Long Coal-Fired Power Plant in Vietnam		Thang Long Coal-Fired Power Plant
• Ecowin (Thanh Phong) Wind Farm in Vietnam		Ecowin (Thanh Phong) Wind Farm
• Nexif Energy Ben Tre Wind Farm in Socialist Republic of Vietnam		Nexif Energy Ben Tre Wind Farm
• Song Giang 1 Hydroelectric Power Plant in Vietnam		Song Giang 1 Hydroelectric Power Plant
• Song Giang 2 Hydroelectric Power Plant in Vietnam		Song Giang 2 Hydroelectric Power Plant
• Minh Luong Hydroelectric Power Plant in Vietnam		Minh Luong Hydroelectric Power Plant
• Calabanga Solar Farm in the Philippines		Calabanga Solar Farm
• NPSI Solar Farm in the Philippines		NPSI Solar Farm
The Group's Infrastructure Projects, Related and Other Businesses
• Optic Fiber Network Project, Smart Infranet Company Limited		Optic Fiber Network Project
• Internet of Things Project, Things on Net Company Limited		Internet of Things Project
• Sandin Tap Water Project, Asia Water Company Limited in Lao PDR		Sandin Tap Water Project
• MRT Pink Line Project (Khae Rai - Min Buri), Northern Bangkok Monorail		MRT Pink Line Project
Company Limited
• MRT Yellow Line Project (Lat Phrao - Samrong), Eastern Bangkok Monorail		MRT Yellow Line Project
Company Limited
• Principal Capital Public Company Limited		PRINC
• Principal Healthcare Company Limited		PRINH
• Principal Healthcare - Sakon Nakhon Company Limited		PRINC Hospital Sakon Nakhon
• Principal Healthcare - Mukdahan Company Limited		PRINC Hospital Mukdahan
Other Organizations
• The Securities and Exchange Commission		SEC
• The Stock Exchange of Thailand		SET
• Thailand Securities Depository Company Limited		TSD
• Thai Institute of Directors		IOD
• Metropolitan Electricity Authority		MEA
• Electricity Generating Authority of Thailand		EGAT
• Provincial Electricity Authority		PEA
• Mass Rapid Transit Authority of Thailand		MRTA
Technical Terms
• A company whose ordinary shares are listed on the Stock Exchange of Thailand		Listed Company
• Power Development Plan		PDP
• Independent Power Producer		IPP
• Small Power Producer		SPP
• Very Small Power Producer		VSPP

010

B OA R D O F D I R E C T O RS

01.	02.
Mr. Sutat Patmasiriwat	Mr. Praphaisith Tankeyura
Chairman	Independent Director
(Independent Director)	Chairman of the Audit Committee
Chairman of the Investment Committee	Member of the Risk Management Committee

01

02