Powered by the S&P Global CSA Annual Report 2022 (Form 56-1 One Report) IRPC Public Company Limited
Vision To Shape Material and Energy Solutions in Harmony with Life Mission To Deliver with Innovations the Better Attributes and Solutions of Sustainable Material and Energy for the Future
Values Key Behaviors I Individual Ownership S Synergy P Performance Excellence I Innovation R Responsibility for Society I Integrity & Ethics T Trust & Respect
Towards The New Era IRPC for a Sustainable Future The Future Is Not Beyond IRPC’s Imaginative Grasp We Stand Ready to Take on the Fast-changing World of Business IRPC Delivers Solution for Every Needs Better Living Perfectly in Tune with Megatrends Non-stop Development We Thrive on New Challenges With Professional Integrity, Transparency and Accountability Backed by Operational Excellence
Robust Climate Actions to Maintain a Delicate Balance of the Ecosystem that Supports All Life Forms, backed by Cutting-edge Technologies To Develop Innovations for a Low-Carbon Society IRPC Is Poise to Take on Sustainability Leadership for a Better World
2 Vision, Mission, Values, Key Behaviors 8 Key Performance 10 Financial Highlights 12 Key Developments in Sustainable Growth 18 Awards of Recognition for Success 20 Message from Chairman/ Message from CEO 60 Structure and Business Operations of IRPC 94 Risk Management 100 Business-Driven Sustainability 170 Management Discussion and Analysis (MD&A) 194 General Information and Other Important Information Contents 24 Board of Directors 39 Organizational Structure 40 Management Team 50 Report of the Audit Committee 52 Message from Chairman of the Corporate Governance Committee 54 Message from the Chairman of the Nomination and Remuneration Committee 56 Message from the Chairman of the Risk Management Committee Section Business Operations and Performance 01
200 Corporate Governance Policy 220 Corporate Governance Structure and Important Information about the Board of Directors, Sub-Committees and Executives 252 Report on Key Corporate Governance Activities 268 Internal Control and Connected Transactions 279 Report of the Board of Directors’ Responsibilities for the Financial Reports 280 Independent Auditor’s Report 285 Financial Statements 294 Notes to the Consolidate Financial Statements Attachment 379 About This Report 380 Assurance Report Section 02 Corporate Governance Section03 Financial Statements
Key Performance Net Sales Net Profit Net Sales Sales Distribution 8 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
Total Assets Total Liabilities and Equity Petrochemical Products Petroleum Products 9 Key Performance IRPC PUBLIC COMPANY LIMITED
FINANCIAL HIGHLIGHTS 2022 2021 2020 Statement of Financial Position Current Assets 70,920 67,101 43,371 Total Assets 198,187 190,492 173,491 Current Liabilities 62,056 47,543 44,059 Total Liabilities 118,509 102,780 97,825 Shareholders’ Equity 79,678 87,712 75,666 Registered Capital 20,475 20,475 20,475 Issued and Paid-up Capital 20,434 20,434 20,434 Statement of Income Sales Revenues (1) 324,800 255,115 174,463 Net Sales Revenues (2) 318,396 235,174 152,319 Cost of Sales 314,892 228,989 174,491 Gross Profit (loss) 9,908 26,126 (28) Selling Expenses 1,964 2,105 1,375 Administrative Expenses 5,275 5,673 5,718 Profit (loss) from Operations (3,912) 17,914 (6,115) Net Profit (loss) (4,364) 14,505 (6,152) Net Profit (loss) per Share (baht) (0.21) 0.71 (0.30) Statement of Cash Flows Net cash flows from (used in) operating activities (3,712) 11,342 11,149 Net cash flows from (used in) investing activities (8,931) (2,853) (3,871) Net cash flows from (used in) financing activities 4,637 (6,104) (1,462) Net increase in cash and cash equivalents (8,006) 2,385 5,815 Cash and cash equivalents at the beginning of the period 11,236 8,851 3,036 Cash and cash equivalents at the end of the period 3,230 11,236 8,851 Condensed Consolidated Financial Statements Notes: (1) Sales revenues include sales of petroleum, petrochemical, power and utilities, storage tank, port service, etc. (2) Net sales revenues include sales of petroleum (excluding excise tax), petrochemical, power and utilities. (Unit: Million Baht) 10 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
2022 2021 2020 Liquidity Ratio Current Ratio (times) 1.14 1.41 0.98 Quick Ratio (times) 0.29 0.53 0.42 Cash Flow Current Ratio (times) (0.07) 0.25 0.25 Account Receivable Turnover Ratio (times) 22.48 21.74 17.63 Collection Period (days) 16 17 21 Inventory Turnover Ratio (times) (1) 8.61 8.34 7.40 Inventory Period (days) 42 44 49 Accounts Payable Turnover Ratio (times) 9.97 8.70 7.14 Payment Period (days) 37 42 51 Cash Cycle (days) 21 19 19 Profitability Ratio Gross Profit Margin (2) 3.05% 10.24% (0.02%) Net Profit Margin (3) (1.34%) 5.69% (3.53%) Return on Equity (5.23%) 17.79% (7.75%) Efficiency Ratio Return on Asset (2.25%) 7.97% (3.50%) Total Asset Turnover Ratio (times) 1.68 1.41 1.00 Financial Policy Ratio Debt to Equity Ratio (times) 1.49 1.17 1.29 Interest-bearing Debt to EBITDA Ratio (times)(4) 16.71 2.29 12.90 Net Interest-bearing Debt to EBITDA Ratio (times)(5) 14.89 1.92 11.64 Interest-bearing Debt to Equity Ratio (times) 0.90 0.70 0.82 Net Interest-bearing Debt to Equity Ratio (times) 0.86 0.57 0.70 Interest Coverage Ratio (times) 2.13 15.52 2.47 Dividend Payout Ratio n.a. 31% n.a. Book Value per Share (baht/share) 3.90 4.29 3.70 Key Financial Ratios Notes: (1) Inventory turnover ratio = cost of sales divided by net inventory (average) (2) Gross Profit Margin = gross profit divided by sales revenues (3) Net profit margin ratio = net profit divided by sales revenues (4) Interest - bearing debt to EBITDA ratio = interest-bearing debt (average) divided by earnings before interest, taxes, depreciation and amortization (EBITDA) (5) Net Interest-bearing debt to EBITDA ratio = net interest-bearing debt - cash (average) divided by earnings before interest, taxes, depreciation and amortization (EBITDA) 11 Financial Highlights IRPC PUBLIC COMPANY LIMITED
Key Developments in Sustainable Growth PTT, IRPC and Innobic (Asia) open “Innopolymed” plant to produce nonwoven fabrics for the manufacture of medical consumables, such as face masks, surgical gowns, PPE suits, baby and adult diapers, including various medical filter supplies, etc., as part of import substitution to ensure public health security, strengthen domestic medical device industry and raise the quality of life of Thai people. Increase the efficiency of logistics management system in collaboration with partner, PC Siam, opened a joint oil depot with a capacity of 50 million liters to expand the business to accommodate the logistics and transportation sectors and economic growth of Surat Thani Province as well as enhance energy security of the southern region. Update the “POLIMAXX” branding, emphasizing the corporate image as a leader in petrochemical innovation, under the concept “Make Greater Things” for better living, reflecting amodern petrochemical brand identity that is eco-friendly to reassure partners and customers of our capability to provide solutions in response to the rapidly changing global trends at the present and in the future. 12 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
IRPC together with PTT Plc., Innobic (Asia) Co., Ltd., and Panjawattana Plastic Plc. signed a Memorandumof Understanding to conduct a joint study and identify business opportunities in medical consumables as well as market research on medical devicemarket and design and development of medical devices. IRPC collaborates with PTT to study investment using Advanced Business Integration (ABI) strategy to increase the proportion of revenue stream from new businesses by jointly developing 4 core business groups, namely manufacture of high-performance materials, product ion of key components of Li-ion batteries, puri f icat ion of substances and businesses relat ing to chemicals for qual ity of l ife, in order to improve compe t i t i ve edge and promo t e po l ymer -based downstream sector. Success in research and development of medical device innovations IRPC in collaboration with the Faculty of Medicine, Chulalongkorn University, have researched and developed a “restful pillow” to relieve acid reflux symptoms. With memory foam made from polyurethane (PU) produced by IRPC that is comfortable, flexible and dust mite-proof to alleviate patients’ acidrefluxsymptoms. Thespecially designed pillow encourages the user to sleep at an incline thereby minimizing nighttime reflux andhelps improve sleepquality. IRPC signs contract for nitrogen and oxygen gas production In cooperation with Bangkok Industrial Gas Co., Ltd. (BIG) to support the low-sulfur Euro 5-compliant diesel production project (UCF project) and reduce greenhouse gas emissions from transportation andmanufacturing processes. This is part of IRPC’s effort to achieve Net Zero emissions through installation of machinery and equipment for the production and transportation of nitrogen and oxygen gases at the refinery. Thus, reducing pollution and dust problems pollution and dust problems, raising the country’s environmental standards. 13 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
IRPC makes progress towards Net Zero Emissions IRPC has worked towards fol lowing goals: 20% reduction of carbondioxide emissions by 2030, carbon neutrality by 2050 and Net Zero emissions by 2060. IRPC-Faculty of Architecture, Chulalongkorn University conduct joint research and development to create 3D printing materials from recycled plastics Both parties signed a memorandum of understanding for cooperation in joint research and development to study processing of used plastics to achieve suitable properties for recycling as materials for 3D printing. Environment IRPC issues and offers debentures worth Baht 12,000 million IRPC has successful issued and offered unsubordinated and unsecured debentureswith a debenture holders’ representative, totalingBaht 12,000million, consisting of debentures with a 5-year tenor worth Baht 7,000 million for subscription through the “Paotang” application, and debentures with 4-year, 7-year, 10-year and 12-year tenors worth a total of Baht 5,000 million. This successful fundraising reflects investor confidence in the company’s strong fundamentals. CEO TO CEO Mr. Krit Imsang assumed the position of the 7th Chief Executive Officer and President, succeeding Mr. Chawal i t Tippawanich who ret i red in accordance with resolution of the Board of Directors’ meeting. 14 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
PTT Group conducts a pilot on CCS Hub Model, targeting Net Zero carbon emissions IRPC signed a memorandum of understanding on the feasibility study on the application of Carbon Capture and Storage (CCS) technology, or CCS Hub Model. IRPC and PTT Group join forces to gain entry to the bio jet fuel business, positioning Thailand as a manufacturing hub in Southeast Asia. To diversify into sustainable bio jet fuel production, an alternative energy of the future with high growth potential, using efficient cutting-edge production technology that meets the internationally accepted standards. Social IRPC opens the Learning Center and agro-tourism at Suan Yai Da “Jae Boonchuen” integrating innovations, technologies, knowledge, and potential of the company’s personnel with local wisdom to help increase productivity with modern agriculture, featuring innovative zinc oxide nano fertilizer “White Bear Fertilizer” for use to protect and nourish durian trees. Specially designed Floating Solar, a renewable energy system with 5 kW capacity, has also been installed to produce electricity for agricultural irrigation system. 15 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
The 157th Mobile Prosthetic Leg Workshop under Royal Patronage Signing an agreement to develop a sustainable groundwater resource system to study and developmaterials and equipment for use in the research and development of materials and equipment for use in water resource management together with development of the internet of things (IoT) for intelligent local community management. Deliver village-based tap water supply system to Lam Sai Yong Model Project in Buriram Province To serve as a pi lot project for water management system, and the development of IRPC Smart Farming to alleviate water shortage during the dry season. In conjunctionwith the Sukhothai Provincial Public Health Officeand theThai Reachgroup, SirindhornHospital, Khon Kaen Province, to launch a training program to develop skills for the use 3D printer to create “prosthetic hands.” IRPC sponsored the opening ceremony of the 157th Mobile Prosthetic Leg Workshop at IRPC Sport Complex, Rayong Province, to improve the quality of life of amputees in Rayong and nearby provinces. The company has donated special-grade polypropylene plastic amounting to 20 tons per year to be used as the main materials for the production of prosthetics. IRPC also collected waste materials from the production for recycling and further research and development so that the waste materials can be used to produce prosthetic components and parts for other people with disabilities and patients. To support Thai Reach group, Sirindhorn Hospital, Khon Kaen Province, to provide training to transfer skills in the use of 3D printing technology for the production of prosthetic fingers, hands, and arms to public health personnel in Sukhothai, Kamphaeng Phet, Tak, Phitsanulok, Uttaradit provinces. The company also provided 10 3D printers and plastic fibers to hospitals and education institutions for educational and experimental exercises to best help people with disabilities in their respective areas. 16 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
IRPC and IRPC Technological College provide assistance to people affected by flood. IRPC and IRPCT dispatched volunteers with repair skills to help flood victims repair their automobiles, motorcycles, agricultural water pumps as well as electrical appliances damaged by flood in Wang Chan District, Rayong Province. Participation in a show of solidarity with the GCNT Forum 2022 sustainability leadership conference to drive the country’s sustainability goals. Organized by the Global Compact Network Thailand together with the United Nations in Thailand to demonstrate commitment to tackle biodiversity challenges and combat the adverse effects of global warming to preserve ecosystems at least in 30 per cent of the country’s total area within 2030. IRPC takes part in the 6th National Dialogue on Business and Human Rights as a director of the Global Compact Network Thailand (GCNT) to jointly drive businesses that respect, protect and foster human rights. IRPC CG Day 2022 To demonstrate our commitment to drive business that goes hand in hand wi th good corporate governance principles under the “CG with G3 concept: “Empowered by You” to reaff irm our intent ion to conduct business under good governance and read i ness t o cons i s t en t l y implement corporate governance policy. Governance 17 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
Awards of Recognition for Success Kanyamas Rithidej (VP Finance & Investor Relations Department) Best Investor Relations Professional Asian Excellence Award 2022 - Asia’s Best CEO - Asia’s Best CFO - Best Investor Relations Professional - Best Environmental Responsibility - Best Investor Relations Company Asia’s Best CEO Chawalit Tippawanich (President & Chief Executive Officer) Asia’s Best CFO Nidcha Jirametthanakij (Chief Financial Officer) 2022 12TH Dow Jones Sustainability Index (DJSI) IRPC was listed in DJSI for the 9th consecutive year in the Oil & Gas Refining and Marketing industry that reflects our unwavering commitment to conduct business in accordance with sustainable development guidelines. Asia Responsible Enterprise Awards 2022 in the Health Promotion category fromEnterprise Asia, an independent advocacy organization that promote and develop socially and environmentally responsible enterprise across Asia, for VAJIRA LAB Project: Healthcare Security for Society (Vajira Lab for Society). Outstanding Industry Award Polypropylene plast ic pel let plant in the category of productivity enhancement in energy management from the Ministry of Industry’s Department of Industrial Promotion. “ASEAN CG Scorecard” Award IRPC has been among ASEAN Top 20 thanks to its good corporate governance and received ASEAN Asset Class PLCs awarded to companies that achieved evaluation score of 97.50 or higher. Asian Excellence Award 2022 organized by Corporate Governance Asia Magazine 18 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
Quality Person of the Year Award Mr. Krit Imsang, Chief Executive Officer and President, received the honor plaque “Quality Person of theYear 2022” from the Foundation of the Science and Technology Council of Thailand (FSTT) for his outstanding achievement in personal life and work life and dedication to activities for the benefit of the society and the nation in various fields. SET Awards 2022 “Sustainability Awards of Honor” for operating business inaccordancewithsustainabledevelopment guidelines and for inclusion to the “List of Sustainable Stocks” for 8 consecutive years. 1st runner-up of UN Women 2022 Thailand WEPs Awards from the United Nations organization for the promotion of gender equality and the empowerment of women, or UN Women, in the category of Gender Equality Promotion through Community and Industrial Activities, from IRPC Smart Farming Project, Suan Yai Da “Jae Boonchuen” Eco Factory Award for a total of 11 IRPC factories, in the category of resource management and mitigation of environmental impacts in the areas surrounding IRPC industrial zone, Rayong Province, for the 8th consecutive year from the Industrial Environment Institute of the Federation of Thai Industries. Outstanding Award for “Human Rights Role Model Organization” for the 4th consecutive year from the Department of Rights and Liberties Protection, Ministry of Justice in the category of large business enterprise that respects human rights, takes social responsibility, and implements environmental stewardship. National Innovation Award Outstanding Innovative Enterprise in the large business enterprise category, for the integration of digital system, technologies, and innovations in all stages of business operations. 19 Awards of Recognition for Success IRPC PUBLIC COMPANY LIMITED
๐ Message from Chairman ๐ Message from CEO 20 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
Dear Shareholders, 2022 was highly challenging due to the cascade of a number of severe chaotic events. From the military intervention in Ukraine to the disruption in the supply of oil and gas and their drastic price spikes, the strict enforcement of China’s Zero-COVID policy and that inflation has popped to troubling high levels; the convergence of these disruptive events negatively impacted almost every enterprise in various manufacturing cycles. Enterprises in Thailand, and IRPC Public Company Limited, are negatively affected as well. IRPC Public Company Limited has made significant changes to cope with present and future emerging challenges. Our vision and strategy focus on strengthening from within by leveraging our expertise in oil refinery and petrochemical manufacturing, and increasing the proportion of our production of high-value specialty products. We have also embarked on a mission to enhance organizational agility to move forward as a leading company in material and energy innovation, based on sustainable development, fulfilling our corporate responsibility to society and the environment under the principle of good corporate governance and transparency. In 2022, the Board of Directors carried out their duties as provided in the Company’s charter, all in the best interest of the Company, shareholders, and all stakeholders, with emphasis in supporting the management, as well as in the internal control, risk management, organization development, and good corporate governance. The Company received the “ASEAN CG Scorecard” award for being among the TOP 20 ASEAN domiciled companies with good corporate governance, the National Innovation Award in the category of “Innovative Organization”, and “Sustainability Award of Honor” for outstanding sustainable development in operations. The Company is also an awardee of “Thailand Sustainability Investment” for 8 consecutive years. Lastly, in September 2022, Mr. Chawalit Tippawanich completed his term as President and Chief Executive Officer. The Board of Directors had appointed Mr. Kris Imsang as President and Chief Executive Officer, effective from October 1, 2022, joining force in strengthening the Company to cope with external challenges. On behalf of the Board of Directors, I would like to express our gratitude to our shareholders and stakeholders for your trust and kind support. And thanks to the directors, Mr. Chawalit Tippawanich, executives and employees for giving your best efforts and perseverance to ensure the Company’s stability and sustainable growth throughout this extremely challenging year. Dr. Siri Jirapongphan Chairman 21 IRPC PUBLIC COMPANY LIMITED Message from Chairman
Dear Shareholders, The global economic recovery from COVID-19 pandemic may have come a long way from rock bottom levels but any further expansion was weighed down by uncertainty brought on by the Russia-Ukraine war as many countries found themselves embroiled in rising geopolitical tensions. High inflation has spread far and wide as China’s economy slowed down, and the baht became more volatile. Meanwhile, environmental impacts of climate change kept getting worse. 2022 was another challenging year with crises in all directions, causing crude oil prices to rise sharply at a time when the overall economic conditions had not recovered fully. This coincided with the trough of the petrochemical business cycle in 20 years, giving rise to material impact on IRPC’s business direction. Therefore, the company switched strategy and adapted to rapidly changing situations by accelerating the implementation of new policies with a view to transitioning towards the status of a leading material and energy innovation company of the future. The company strives to build capability to take on challenges and capitalize on opportunities of the global trend in Health and Wellness. This is in alignment with the country’s strategic plan, targeting new S-Curve industries under the Thailand 4.0 policy to accommodate the expansion of urban society, and various infrastructure investment projects both domestically and internationally, in line with the company’s strategy to leverage its innovations to create value to society and protect the environment in a sustainable manner. IRPC accomplished the goal by increasing the proportion of high value specialty products to 22% of its product portfolio. The year also marked the start of commercial operation of Innopolymed plant to manufacture Nonwoven Fabrics and medical consumables. In addition, the company implemented four projects: Project to expand production capacities of PP Meltblown to 40,000 tons per year, thus becoming the country’s biggest producer of such product, PP Spunbond plastic pellet production project with a production capacity of 190,000 tons per year, for the manufacture of medical equipment and personal hygiene products, Project to produce Random Copolymer Polypropylene Pipe (PPR) with capacity of 80,000 tons per year, for the manufacture of the first Phthalate-free hot and cold water pipes in the region, and Project to produce HDPE 100-RC with capacity of 40,000 tons per year, for the manufacture of industrial pipes with up to 100 years of service life to reduce construction cost and time. In 2022, IRPC procured an oil depot in Surat Thani Province with a capacity of 50 million liters to accommodate economic growth of the southern region. The company also accomplished a major maintenance of the refinery in 5 years to increase production efficiency and eco-friendly credentials to accommodate the Ultra Clean Fuel Project (UCF) to produce Euro 5-compliant diesel that will begin commercial operation in January 2024. With climate change having widespread effects on the environment around the world, IRPC has made a commitment to reduce GHG emissions by 20 per cent from the base year 2018 by the year 2030, carbon neutrality by 2050, and Net Zero emissions by 2060. Mr. Chawalit Tippawanich Chief Executive Officer and President Appointed Positions December 1, 2021 - September 30, 2022 22 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
Based on our firm belief that good innovations must go hand in hand with better living, IRPC undertakes to develop solutions for the improvement of the quality of life of amputees in accordance with our commitment to Creating Shared Value (CSV). For more than 10 years, the company has donated PP plastic pellets to the Prostheses Foundation of HRH the Princess Mother for the production of prosthetic legs free of charge for over 30,000 people. The company also participated in the 157th mobile prosthetic workshop in July at IRPC Sport Complex in Rayong Province. Having identified the opportunity to develop plastic fiber products with the use of 3D Printing technology to help people with disabilities, IRPC sponsored Thai Reach, Sirindhorn Hospital, Khon Kaen Province, to implement the Carpenter Program, a training program to develop skills for the use of 3D printing technology in the production of prosthetic devices, such as prosthetic fingers, hands, and arms. Twenty public health personnel in Sukhothai, Kamphaeng Phet, Tak, Phitsanulok, Uttaradit provinces participated in the program, with people with disabilities at the Ban Khwang Carpentry Cooperative, Ban Kluai Subdistrict, Mueang District, Sukhothai Province as a case study. The company donated 10 3D printers along with plastic fibers to hospitals and education institutions for use in the skill development program to help people with disabilities in the areas. In addition, the company also supports the initiative to improve the quality of life of agricultural communities, combining its industry body of knowledge and personnel’s experience with traditional knowledge and modern agriculture practices by introducing the use of innovative nano-zinc oxide through “White Bear Fertilizer,” and Floating Solar using the company’s gray HDPE products to develop the learning center and agro-tourism at Suan Yai Da “Jae Boonchuen” to promote IRPC Smart Farming as a model for multi-disciplinary learning for the benefit of farming communities throughout the country. With unwavering commitment to conduct its business in accordance with sustainable development concept and corporate social responsibility, IRPC’s accomplishments were widely recognized by international and national organizations. The company received numerous accolades, such as the 1st runner-up of the UN Women 2022 Thailand WEPs Awards for advancing gender equality through IRPC Smart Farming Project at Suan Yai Da “Jae Boonchuen,” Asia Responsible Enterprise Awards 2022 in the field of Health Promotion from Enterprise Asia, an independent organization that promotes and helps enterprises in Asia develop CSR and environmental actions, Outstanding Industry Award for polypropylene plastic pellet production plant from the Ministry of Industry’s Department of Industrial Promotion, and outstanding awards “Human Rights Model Organization” for the 4th consecutive year from the Department of Rights and Liberties Protection, Ministry of Justice, among others. With cooperation, determination, and dedication in performing their duties, the Board of Directors, the Management, and employees also abide by the guiding principles of integrity, competency, and courage. IRPC stands ready to forge ahead to achieve its goals along the pathway towards sustainable growth in the best interests of all shareholders and stakeholders along with commitment to environmental stewardship and inclusive and sustainable growth for all. Mr. Kris Imsang Chief Executive Officer and President Appointed Positions October 1, 2022 23 IRPC PUBLIC COMPANY LIMITED Message from CEO
Mr. Kris Imsang Director/Member of the Risk Management Committee/ President and Chief Executive Officer/ Secretary of the Board of Directors Mr. Somnuk Bomrungsalee Independent Director/ Chairman of the Audit Committee Dr. Siri Jirapongphan Independent Director/ Chairman Dr. Anusorn Sangnimnuan Independent Director/ Chairman of the Risk Management Committee Mr. Supot Laosuarpha Director/ Chairman of the Corporate Governance Committee Mr. Chansak Chuenchom Director/ Chairman of The Nomination and Remuneration Committee Miss Siriwan Chierapong Independent Director/ Member of the Audit Committee Board of Directors 24 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
Mr. Prasong Intaranongpai Director/ Member of the Risk Management Committee Mr. Yordchatr Tasarika Independent Director/ Member of the Nomination and Remuneration Committee Dr. Ekniti Nitithanprapas Director/ Member of the Risk Management Committee Asst. Prof. Dr. Chaiyaporn Puprasert Independent Director/ Member of the Corporate Governance Committee Mr. Jumpol Sumpaopol Independent Director/ Member of the Audit Committee Miss Peangpanor Boonklum Director/ Member of the Risk Management Committee Mr. Petai Mudtham Director/ Member of the Nomination and Remuneration Committee General Aittipol Suwannarat Independent Director/ Member of the Corporate Governance Committee 25 IRPC PUBLIC COMPANY LIMITED Boards of Directors
Board of Directors, IRPC Public Company Limited Dr. Siri Jirapongphan Age: 68 Years Appointed Positions: Independent Director/Chairman Date of being an Independent Director 19 January 2022 Date of being a Chairman 5 April 2022 Years of being a Chairman 7 Months 27 Days Possession of IRPC shares (%) No. of share “IRPC”: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor’s Degree in Chemical Engineering (Honor), California Institute of Technology, USA • Doctor’s Degree in Chemical Engineering, Massachusetts Institute of Technology, USA • Director Luncheon Briefing (M-DLB) Class 2/2008, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP) Class 77/2006, Thai Institute of Directors Association (IOD) Work experience within the past 5 years Jun. 2021 - Oct. 2022 Business rehabilitation plan administrator, Thai Airways International Public Company Limited Apr. 2021 - Apr. 2022 Chairman of The Nomination and Remuneration Committee/Member of the Audit Committee Bangkok Bank Public Company Limited Nov. 2017 - Jul. 2019 Minister of Energy Nov. 2015 - Nov. 2017 Independent Director/Member of the Audit Committee, Thai Oil Public Company Limited Oct. 2014 - Sep. 2015 Member of the National Reform Council Sep. 2014 - Apr. 2015 Independent Director/Member of the Risk Management Committee, PTT Global Chemical Public Company Limited Jan. 2010 - Nov. 2017 Executive Director, Petroleum Institute of Thailand Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Dec. 2022 - Present Independent Director, IRPC Public Company Limited Apr. 2022 - Present Chairman, IRPC Public Company Limited Apr. 2022 - Present Chairman of the Audit Committee, Bangkok Bank Public Company Limited Jul. 2020 - Present Independent Director, Bangkok Bank Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand Oct. 2021 - Present Director, Petroleum Institute of Thailand Foundation 26 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
Mr. Somnuk Bomrungsalee Age: 65 Years Appointed Positions: Independent Director/Chairman of the Audit Committee Date of being a Director 9 April 2014 Date of being an Independent Director 1 October 2017 Date of being the Chairman of the Audit Committee 2 December 2017 Years of being a Director 8 Years 8 Months Possession of IRPC shares (%) No. of share “IRPC”: 50,000 Share Possession: 0.00024 % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor of Engineering (Civil Engineering), King Mongkut’s University of Technology Thonburi (KMUTT) • Master of Public and Private Management, The National Institute of Development Administration (NIDA) • Advanced Master of Management program, Class 2/2018, The National Institute of Development Administration (NIDA) • The Program for Senior Executive on Justice, Class 20/2015, Administration Batch, National Justice Academy • The Executive Program in Energy Literacy for a Sustainable Future, Class 5/2014, Thailand Energy Academy (TEA) • Executive Training Course 2, Class 5/2013, Office of the Civil Service Commission • Advanced Certificate Course Politics and Governance in Democratic Systems for Executives, Class 16/2012, King Prajadhipok’s Institute • Executive Training Course, Class 65/2009, Office of the Civil Service Commission • Energy Executive Course, Class 2/2008, Ministry of Energy • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 233/2017, Thai Institute of Directors Association (IOD) Work experience within the past 5 years Feb. 2018 - 2019 Advisor, Energy Fund Administration Institute Nov. 2017 - 2018 Sub - Committee, State Audit Commission, Office of the Auditor General of Thailand Apr. 2016 - Nov. 2017 Member of the Nomination and Remuneration Committee, IRPC Public Company Limited Oct. 2016 - Sep. 2017 Deputy Secretary of Energy Oct. 2015 - 2019 Sub - Committee, Energy Commission, The National Legislative Assembly Jul. 2014 - Sep. 2016 Inspector General, Ministry of Energy Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Nov. 2018 - Present Independent Director/Audit Committee/ Chairman of Nomination and Remuneration Committee, Megachem (Thailand) Public Company Limited Dec. 2017 - Present Chairman of the Audit Committee, IRPC Public Company Limited Oct. 2017 - Present Independent Director, IRPC Public Company Limited Apr. 2014 - Present Director, IRPC Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand None 27 IRPC PUBLIC COMPANY LIMITED Boards of Directors
Dr. Anusorn Sangnimnuan Age: 68 Years Appointed Positions: Independent Director/Chairman of the Risk Management Committee Date of being an Independent Director 27 August 2016 Date of being the Chairman of the Risk Management Committee 1 April 2021 Years of being an Independent Director 6 Years 4 Months Possession of IRPC shares (%) No. of share “IRPC”: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • B.Sc. (Chemical Engineering), Chulalongkorn University • M.Eng. (Environmental Engineering), Asian Institute of Technology (AIT) • Ph.D. (Chemical Engineering), Monash University, Melbourne, Australia • Diploma, National Defence College, The joint State - Private Sector Course, Class 20, Thailand National Defence College • Leadership Program, Class 10, Capital Market Academy The Stock Exchange of Thailand • Advanced Diploma, Public Administration and Public Law, Class 5, King Prajadhipok’s Institute • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Director Refreshment Training Program (RFP), Class 5/2022, Thai Institute of Directors Association (IOD) • DCP Refresher Course (DCP RE), Class 1/2008, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 62/2005, Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP), Class 40/2005, Thai Institute of Directors Association (IOD) • Finance for Non-Finance Directors Program (FND), Class 22/2005, Thai Institute of Directors Association (IOD) Work experience within the past 5 years Sep. 2016 - Mar. 2021 Chairman of the Corporate Governance Committee, IRPC Public Company Limited 2014 - 2017 Independent Director, Pruksa Real Estate Public Company Limited 2014 - 2017 Chairman, The Transport Company limited 2013 - 2017 Director, Office of The National Economic and Social Development Board 2013 - 2016 Director, The Krungthep Thananakom Company Limited Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Apr. 2021 - Present Chairman of the Risk Management Committee, IRPC Public Company Limited Aug. 2016 - Present Independent Director, IRPC Public Company Limited 2016 - Present Independent Director/Chairman of the Corporate Governance Committee/ Member of the Nomination and Remuneration Committee, Pruksa Holding Public Company Limited 2016 - Present Director, B.Grimm Power Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand None 28 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
Mr. Supot Laosuarpha Age: 65 Years Appointed Positions: Director/Chairman of the Corporate Governance Committee Date of being a Director 31 March 2021 Date of being the Chairman of the Corporate Governance Committee 5 April 2022 Years of being a Director 1 Year 9 Months Possession of IRPC shares (%) No. of share “IRPC”: 50,000 Share Possession: 0.00024% Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor on Laws, Ramkhamhaeng University • Master of Management (Law and Management), College of Management, Mahidol University • Lawyer License, Lawyers Council of Thailand • Graduate Diploma Program in Business Law, Thammasat University • Advanced Certificate Course in Public Administration and Law for Executives, Class 5, King Prajadhipok’s Institute • The Executive Program by Sasin Graduate Institute of Business Administration of Chulalongkorn University (SEP21) • Training Course on Administrative Justice for Executives, Class 1, Administrative Court Office • Administrative Justice for Executives Course, Class 6, Public Prosecution Official Training Institute, Office of The Attorney General • Certificate in Anti-Corruption Strategic Management for Senior Executives, Class 4, Office of The National Anti-Corruption Commission • Leadership Succession Program (LSP), Class 3, Institute of Research and Development for Public Enterprise • Rule of Law for Democracy, Class 5, College of the Constitutional Court • Corporate Governance for Directors and Senior Executives of Regulators, Class 20, King Prajadhipok’s Institute • Top Executive in Energy Program, Class 12, Thailand Energy Academy (TEA) • Director Certification Program (DCP), Class 139/2010, Thai Institute of Directors Association (IOD) Work experience within the past 5 years Apr. 2021 - Apr. 2022 Member of the Corporate Governance Committee, IRPC Public Company Limited 2019 - Feb. 2021 Legal Advisor, IRPC Public Company Limited 2018 - 2019 Advisor to the Working Group of the Minister of Energy 2018 - 2019 Director, State Railway of Thailand 2018 - 2019 Chairman of Subcommittee Corporate Governance and Social Responsibility, State Railway of Thailand 2018 - 2019 Member of the Audit Committee, State Railway of Thailand 2018 Sub-Committee on Agenda Screening to Board of Director, Port Authority of Thailand 2018 Sub-Committee on Legal to Board of Director, Port Authority of Thailand 2018 Sub-Committee on Asset Reformation, Port Authority of Thailand 2017 - 2018 Legal Advisor , Business Professional Solutions Recruitment Company Limited 2016 - 2018 Chairman, Business Services Alliance Company Limited 2016 - 2017 Director, East Mediterranean Gas S.A.E. Company Limited 2016 - 2017 Senior Executive Vice President Taking a Position of Executive Vice President, Office of Corporate Legal, PTT Public Company Limited 2016 - 2017 Senior Executive Vice President, under Senior Executive Vice President, Human Resources and Organization Potential Responsible for controlling Office of Corporate Legal, PTT Public Company Limited 2015 - May 2022 Chairman, PTT Green Energy (Thailand) Company Limited 2012 - 2015 Director, Energy Complex Company Limited 2011 - 2016 Director, Business Services Alliance Company Limited Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Apr. 2022 - Present Chairman of the Corporate Governance Committee, IRPC Public Company Limited Mar. 2021 - Present Director, IRPC Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand 2020 - Present Adviser to the Minister of Energy 2020 - Present Sub-Committee on Creation and Development of Curriculum and Learning Materials on Anti-Corruption, 2021, Office of the National Anti-Corruption Commission 2020 - Present Sub-Committee on Legal and Regulatory, Office of the National Anti-Corruption Commission 2018 - Present Promotion of National Strategy on Anti-Corruption Phase 3 (2017-2021) Committee, Committee No. 1, Office of the National Anti-Corruption Commission 2016 - Present Legal committee Federation of Thai Industries 29 IRPC PUBLIC COMPANY LIMITED Boards of Directors
Mr. Chansak Chuenchom Age: 55 Years Appointed Positions: Director/Chairman of The Nomination and Remuneration Committee Date of being a Director 1 October 2021 Date of being the Chairman of The Nomination and Remuneration Committee 1 December 2022 Years of being a Director 1 Year 2 Months Possession of IRPC shares (%) No. of share “IRPC”: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor of Engineering Program in Mechanical Engineering, Khon Kaen University • Master of Business Administration Program, Kasetsart University • 9th Strategy and Innovation for Businesses in Asia (SIBA) Training, The College of Management, Mahidol University, in collaboration with Sloan School of Management, Massachusetts Institute of Technology (MIT) • Training course for senior anti-corruption strategists (NYPD10), Office of the National Anti-Corruption Commission • Director Certification Program (DCP), Class 211/2015, Thai Institute of Directors Association (IOD) • Leadership Development Program, MDP III Business Management, MDP III People Management, Advanced Management Program (AMP) 3 - Business and People Management, PTT Leadership and Learning Institute • Leadership Develpoment Program II (LDP II), China Work experience within the past 5 years Arp. 2019 - Nov. 2021 Director, Energy Complex Company Limited Oct. 2015 - Sep. 2021 Executive Vice President, Engineering and Project Management, PTT Public company Limited Aug. 2014 - Sep. 2015 Vice President, Project Engineering Department, PTT Public company Limited Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Oct. 2021 - Present Director/Member of the Nomination and Remuneration Committee, IRPC Public Company Limited Oct. 2021 - Present Senior Executive Vice President, Engineering and Infrastructure, PTT Public company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand Sep. 2022 - Present Chairman, Global Multimodal Logistics Company Limited Nov. 2021 - Present Chairman, Energy Complex Company Limited Mr. Petai Mudtham Age: 56 Years Appointed Positions: Director/Member of the Nomination and Remuneration Committee Date of being a Director 19 January 2022 Date of being the Chairman of The Nomination and Remuneration Committee 19 January 2022 Years of being a Director 11 Months 12 Days Possession of IRPC shares (%) No. of share “IRPC”: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor of Economics, Ramkhamhaeng University • Master of Science Program in Applied Statistics, National Institute of Development Administration • Master of Science in Economics, Murray State University, USA • Inspector General Program 2021, Government Inspection Development Institute, Office of the Permanent Secretary, Prime Minister Office • Diploma, National Defence College, The National Defence Course Class 62, Thailand National Defence College • The Executive Program in Energy Literacy for a Sustainable Future, TEA 12, Thailand Energy Academy • Budgeting for Executives Program, BEP 5, Budget Bureau Personnel Development Institution, Budget Bureau • Director Certificate Program (DCP), Class 329/2022, Thai Institute of Directors Association (IOD) Work experience within the past 5 years Dec. 2020 - Jan. 2022 Acting Manager of ENCON Fund Office Oct. 2017 - Dec. 2020 Deputy Director General, Energy Policy and Planning Office Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Jan. 2022 - Present Director/Member of the Nomination and Remuneration Committee, IRPC Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand Dec. 2020 - Present Inspector General, Ministry of Energy 30 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
Mr. Yordchatr Tasarika Age: 43 Years Appointed Positions: Independent Director/Member of the Nomination and Remuneration Committee Date of being an Independent Director 5 April 2022 Date of being the Member of the Nomination and Remuneration Committee 5 April 2022 Years of being an Independent Director 7 Months 27 Days Possession of IRPC shares (%) No. of share “IRPC”: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor of Laws, Thammasat University • Bachelor of Laws, University of Bristol, England • Master of Laws, University of Bristol, England • Master of Laws (Harlan Fiske Stone Scholar), Columbia University School of Law, USA • State Sector Public Lawyer Training Certificate, Office of the Council of State • Krisdika Lawyer Training Certificate, Office of the Council of State • New Wave Leaders, Class 9, Office of the Civil Service Commission • Director Accreditation Program (DAP), Class 197/2022, Thai Institute of Directors Association (IOD) Work experience within the past 5 years 2020 - 2022 Member and Secretary of the Urgent Law Reform Committee 2020 - 2022 Acting Director of Division 2, Strategic Transformation Office 2019 - 2020 Member of the Ad Hoc Committees of the House of Representatives and Senate to Deliberate the Bill on Organisation to Assign Radio Frequencies and to Regulate Broadcasting and Telecommunication Services (No. ..) B.E. …. (Selection of NBTC Commissioners) 2019 Member of the Ad Hoc Committee of the National Legislative Assembly to Deliberate the Bill on Electronic Transactions (No. ..) B.E. …. (Digital Identification) 2019 Member of the Ad Hoc Committee of the National Legislative Assembly to Deliberate the Bill on Protection of the Public in Contracts for Sale with Right of Redemption of Land for Agricultural or Residential Purposes B.E. …. 2019 Member of the Ad Hoc Committee of the National Legislative Assembly to Deliberate the Bill on Leasehold Rights B.E. …. 2018 - 2020 Member of the Legal Subcommittee, Tobacco Authority of Thailand 2018 Member of the Ad Hoc Committee of the National Legislative Assembly to Deliberate the Bill on Tobacco Authority of Thailand B.E. …. 2017 - 2020 Member of the Legal Committee, Thai Airways International Public Company Limited 2016 - 2022 Director of Special Affairs, Thai Law Division, Office of the Council of State 2016 - 2020 Secretary of various committees of the Council of State 2013 - 2017 Member and Secretary of the Subcommittee on Revision of Civil Procedure Code, Office of the Council of State Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Apr. 2022 - Present Independent Director/Member of the Nomination and Remuneration Committee, IRPC Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand Aug. 2022 - Present Director of Legal Affairs Office of the Permanent Secretary, Ministry of Justice 2020 - Present Members of the Subcommittee on Legal Reform for Digital Economy and Society and Subcommittee on Revision of Outdated Laws, Urgent Law Reform Committee 2014 - Present Adjunct Lecturer, Faculty of Economics, Kasetsart University 31 IRPC PUBLIC COMPANY LIMITED Boards of Directors
Mr. Jumpol Sumpaopol Age: 69 years Appointed Positions: Independent Director/Member of the Audit Committee Date of being an Independent Director 16 October 2019 Date of being the Member of the Audit Committee 16 October 2019 Years of being an Independent Director 3 Years 2 Months Possession of IRPC shares (%) No. of share “IRPC”: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/Training • Bachelor of Sciences, Industrial Education and Technology, Civil Engineering, King Mongkut’s University of Technology Thonburi • Bachelor of Engineering, Civil Engineering, King Mongkut’s University of Technology Thonburi • Certificate of Public and Private Management Program, Notional Institute of Development Administration • Diploma of Metropolitan Leader, Bangkok Metropolitan and King Prajadhipok’s Institute • Certificate of New Government Budget Management, University of California Los Angeles (UCLA), USA • Certificate of Infrastructure and System Development Traffic and Transportation • Certificate of Corporate Governance for Director and Senior Executive of State Enterprises and Public Organization (Class 11), King Prajadhipok’s Institute • Certificate of Senior Executive Management of Metropolitan Development “Mahanakhon” (Class 1), Bangkok Metropolitan • Certificate of Systematic Problem Solving and Decision Making: SPSDM, Office of the Public Sector Development Commission (OPDC) • The Rule of Law and Democracy (Class 3), College Constitution Court • Business Revolution and Innovation Network “BRAINS” (Class 2), The Federation of Thai industries (F.T.I.) • Certificate Health Ambassador (Class 1), Chulabhorn Royal Academy • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 136/2010, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Apr. 2013 - 2016 Deputy Governor of Bangkok, Bangkok Metropolitan Administration 2011 - 2013 Board of Directors, Metropolitan Electricity Authority (MEA) 2011 - 2013 Deputy Permanent Secretary for Bangkok, Bangkok Metropolitan Administration Oct. 2009 - Sep. 2011 Director General Public works Department, Bangkok Metropolitan Administration Current Position Board member/Management in Listed Company - The Stock Exchange of Thailand Oct. 2019 - Present Independent Director/Member of the Audit Committee, IRPC Public Company Limited Feb. 2017 - Present Independent Director/Chairman/ Chairman of Nomination and Remuneration committee, Stonehenge Inter Public Company Limited Board member/Management in Non-Listed Company - The Stock Exchange of Thailand 2007 - Present University Promotion Committee Board, King Mongkut’s University of Technology Thonburi 32 56-1 ONE REPORT 2022 IRPC PUBLIC COMPANY LIMITED
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