Banpu One Report 2023 EN

["\u2022 \n Dividend income of $13 million, was mainly from profit sharing from solar \npower business in Japan under TK (TOKUMEI KUMIAI) agreement. \n\u2022 \n Bargain purchase on business combination of $89 million. This was derived \nfrom gain on fair value remeasurement its previously held equity interest \nfrom business combination achieved in stage of $79 million, resulting from \nadditional investment in a battery business that was a former associate to be \na subsidiary, also gain on acquisition of remaining interests in a mine \nbusiness in Australia of $10 million. \n\u2022 \n Others of $59 million. Those were steaming connection fee income from \nnew residential steam customers from CHP plants in China, sales of ashes, \nslag and scraps from mines and power plants, warehouse management \nfee income, tax redemption receipts and others. \nIncome Tax \nIncome tax of $119 million, decreased by $402 million or 77% compared to 2022 \nwas mainly from: \n1. A decrease in corporate income tax of $202 million, aligned with a decrease \nin operating profits. \n2. An increase in withholding tax of $8 million, due to an increase in dividends \nduring the year. \n3. A decrease in deferred tax expense of $208 million, resulting from recognition \nof deferred tax asset on operating loss. \n4. Statements of Consolidated Financial Position \nStatements of Consolidated Financial Position as of 31 December 2023 in comparison with the Statements \nof Consolidated Financial Position as of 31 December 2022. \nFinancial Position \n(Unit: Million USD) \nInc.(Dec.) \n31-Dec-23 \n31-Dec-22 \nAmount \n% \nAssets \n 13,000 \n 12,638 \n 362 \n3% \nLiabilities \n 8,172 \n 8,229 \n (57) \n-1% \nEquity \n 4,828 \n 4,409 \n 419 \n10% \n199 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","4.1 Total assets of $13,000 million, increased by $362 million compared to total assets as of 31 December \n2023 with details described as below: \nFinancial Position \n(Unit: Million USD) \nAssets \nInc.(Dec.) \n31-Dec-23 \n31-Dec-22 \nAmount \n% \nCash and Cash equivalent \n1,575 \n 2,154 \n (579) \n-27% \nInvestment in debt instruments measured at fair value \nthrough profit or loss \n24 \n 12 \n 12 \n100% \nTrade accounts receivable and note receivables, net \n529 \n 668 \n (139) \n-21% \nInventory net \n244 \n 196 \n 48 \n24% \nCurrent portion of dividend receivables \nfrom related parties \n - \n 28 \n (28) \n-100% \nCurrent portion of deferred exploration\/stripping costs, net \n119 \n 131 \n (12) \n-9% \nFinancial derivative assets due in one year \n114 \n 14 \n 100 \n714% \nOther current assets \n470 \n 483 \n (13) \n-3% \nTotal Current Assets \n3,075 \n 3,686 \n (611) \n-17% \nDividend receivables from related parties \n - \n 3 \n (3) \n-100% \nInvestments in joint ventures and associates \n1,972 \n 1,784 \n 188 \n11% \nInvestment in debt instruments measured at FVPL \n209 \n 178 \n 31 \n17% \nInvestment in debt instrument measured at amortised cost \n 60 \n - \n 60 \n100% \nInvestment in equity instrument measured at FVPL \n 16 \n 7 \n 9 \n129% \nInvestments in equity instruments measured at FVOCI \n 167 \n 159 \n 8 \n5% \nProperty, plant and equipment, net \n 4,602 \n 4,190 \n 412 \n10% \nDeferred exploration\/stripping costs, net \n 789 \n 740 \n 49 \n7% \nMining property rights, net \n 863 \n 876 \n (13) \n-1% \nGoodwill \n 485 \n 394 \n 91 \n23% \nRight of use assets \n 56 \n 77 \n (21) \n-27% \nFinancial derivative assets \n 50 \n 51 \n (1) \n-2% \nOther non- current assets \n 656 \n 493 \n 163 \n33% \nTotal Non-Current Assets \n 9,925 \n 8,952 \n 973 \n11% \nTotal Assets \n 13,000 \n 12,638 \n 362 \n3% \n200 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","\u2022 \nCash and cash equivalents of $1,575 million decreased by $579 million. \n(As explanation in no.5 Consolidated Statement of Cash Flows). \n\u2022 \n Investment in debt instrument measured at fair value through profit or \nloss of $24 million, increased by $12 million from additions of $42 million, \nreclassification from non-current part of $12 million, net with redemptions of \n$42 million. \n\u2022 \n Account receivables and note receivable of $529 million, decreased by \n$139 million, mostly from gas business in USA of $101 million and coal \nbusiness in Indonesia of $97 million. This was due to a decrease in sales price \ncompared to the previous year, whereas an increase in account receivable \nfrom consolidation of a battery business in Singapore of $19 million that was \nchanged from an associate to be a subsidiary during 1Q2023, and from other \nbusiness of $40 million. \n\u2022 \n Current portion and non-current portion of dividend receivable from related \nparties reported at nil, decreased by $31 million. This was a net result of: \n1) An increase from an additional declared dividend of $81 million. \n2) A decrease from dividend received of $112 million, net withholding tax. \n\u2022 \n Other current assets of $470 million decreased by $13 million. A decrease was \nfrom short term loan to joint ventures and associates of $49 million, prepaid \nexpense, i.e., insurance and office rental of $7 million, restricted deposit for \nbank guarantee from a subsidiary in Australia of $128 million. Whereas an \nincrease was from restricted deposit from business in USA of $140 million, also \nfrom advance to account payable, suppliers, revenue department receivable \nand others of $31 million that was mainly from business in Indonesia, Australia \nand China. \n\u2022 \n Investment in joint ventures and associates at equity method of $1,972 million, \nincreased by $188 million or 11% was from: \n1) An increase from addition of investment in battery business in Singapore \nand others of $37 million. \n2) An increase from recognition of profit sharing from joint ventures and \nassociates by $268 million. \n3) A decrease from change of investment type in battery business from an \nassociate to a subsidiary of $31 million. \n4) An increase from recognition of other comprehensive income from \ninvestment in joint ventures and associates of $4 million. \n5) A decrease from dividend recognition during the year of $81 million. \n6) A decrease in the effects of foreign exchange rate translation at the end \nof year and others of $9 million. \n201 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","\u2022 \n Current portion and non-current portion of deferred exploration and \ndevelopment expenditure, net of $119 million and $789 million, respectively, \ntotaling of $908 million, increased by 37 million or 4%. This was a result of \nadditions of $764 million, net with amortization of $697 million and the effects \nof foreign exchange rate translation at end of the year of $30 million. \n\u2022 \n Investment in debt instrument measured at fair value through profit or loss \nof $209 million, increased by $31 million, or 17% was primary from investment \nin funds in USA and Singapore during the year total of $47 million, while \ndecrease from reclassification to be non-current part $12 million and \nthe effect from fair value remeasurement at the end of the year of $3 million \nand a decrease in the effects of foreign exchange rate translation at the end \nof the year of $1 million. \n\u2022 \n Investment in debt instrument measured at amortized cost of $60 million was \ninvestment in government bond of a subsidiary. \n\u2022 \n Investment in equity instruments measured at fair value through other \ncomprehensive income of $167 million, increased by $8 million. This was due to: \n1) An increase from the impact of fair value remeasurement of investment \nat the end of the year of $14 million. \n2) An increase from investment in solar business in Japan of $17 million. \n3) A decrease from sales and reclassification to be investment in associate \nand joint venture of $16 million. \n4) A decrease from the effects of foreign exchange rate translation at the end \nof the year and others of $7 million. \n\u2022 \n Property plant and equipment of $4,602 million, increased by $412 million or \n10% derived from: \n1) An increase from additions of machine and equipment of coal business, \nnatural gas business and power business total of $381 million. \n2) An increase from additions of investment in battery business in Singapore, \nsolar power business in Japan and Temple II gas-fired power plant in USA \ntotaling of $496 million. \n3) A decrease from fair value remeasurement of contingent liability from asset \nacquisition of $25 million. \n4) An increase from fair value remeasurement of previously held equity interest \nof $11 million. \n5) A decrease from sales and write-off of $28 million. \n6) A decrease from depreciation of $409 million. \n7) A decrease from the effects of foreign exchange rate translation at the end \nof the year and others of $14 million. \n202 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","\u2022 \n Mining property rights, net of $863 million, decreased by $13 million or 1%, \nresulting from amortization during the year of $23 million and the effects \nof foreign exchange rate translation at the end of the year of $10 million. \n\u2022 \n G oodwill of $485 million, increased by $91 million or 23%. This was derived \nfrom additional investment in battery business in Singapore of $86 million \nand from the effects of foreign exchange rate translation at the end of the \nyear of $5 million. \n\u2022 \n Right of use assets of $56 million decreased by $21 million or 27%. This was \nfrom additions of $8 million net with write off $1 million, an increase from \nremeasurement of $3 million, amortization of $30 million and the effects of \nforeign exchange rate translation at the end of the year of $1 million. \n\u2022 \n Current portion and non-current portion of financial derivative assets of $114 \nmillion and $50 million, respectively, totaling $164 million. This was a result \nfrom fair value remeasurement of financial derivative at the end of the year, \nwhich comprised of interest rate swap of $11 million, electricity swaption of \n$37 million, coal swap of $10 million, foreign exchange rate forward contract \nof $3 million, and natural gas swap and option of $103 million. \n\u2022 \n Other non-current assets of $656 million increased by $163 million. \nThis was mainly from prepaid income tax in Indonesia of $45 million, restricted \ndeposits in Indonesia and Australia of $6 million, and vat receivable of $65 \nmillion, intangible assets of $69 million from additional investment in battery \nbusiness in Singapore and deposits of $3 million whereas a decrease in right \nto operate power plant of $4 million and others of $21 million. \n203 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","4.2 Total liabilities of $8,172 million, decreased by $57 million compared to total liabilities as of 31 December \n2023 with movement details as described below: \nFinancial Position \n(Unit: Million USD) \nLiabilities \nInc.(Dec.) \n31-Dec-23 \n31-Dec-22 \nAmount \n% \nShort-term loans from financial institutions \n 727 \n 451 \n 276 \n61% \nTrade accounts payable \n 140 \n 123 \n 17 \n14% \nCurrent portion of long-term borrowings, net \n 885 \n 667 \n 218 \n33% \nCurrent portion of debenture, net \n 204 \n 251 \n (47) \n-19% \nAccrued overburden and coal transportation costs \n 89 \n 113 \n (24) \n-21% \nFinancial derivative liabilities due in one year \n 78 \n 66 \n 12 \n18% \nOther current liabilities \n 636 \n 1,112 \n (476) \n-43% \nTotal current liabilities \n 2,759 \n 2,783 \n (24) \n-1% \nLong-term loans from financial institutions \n 2,252 \n 2,262 \n (10) \n0% \nDebentures, net \n 2,431 \n 2,372 \n 59 \n2% \nFinancial derivative liabilities, net \n 5 \n 4 \n 1 \n25% \nProvision for decommisioning and reserve for \nenvironment reclamation \n 278 \n 263 \n 15 \n6% \nOther liabilities \n 447 \n 545 \n (98) \n-18% \nTotal non-current liabilities \n 5,413 \n 5,446 \n (33) \n-1% \nTotal liabilities \n 8,172 \n 8,229 \n (57) \n-1% \n\u2022 \n Short-term loans from financial institutions of $727 million, increased by $276 \nmillion or 61%, was from additions of $2,150 million, business combination \nof $18 million, while repayment of $1,901 million an d the effects of foreign \nexchange rate translation at the end of the year of $9 million. \n\u2022 \n Current portions of long- term loans from financial institutions of $885 million, \nincreased by $218 million or 33%. This was a net result from a reclassification \nfrom non-current portion of $829 million, additions of $20 million and business \ncombination of $2 million, repayment of $633 million, an increase from \namortization of deferred finance charge of $1 million, and a decrease from \nthe effects of foreign exchange rate translation at the end of the year of \n$1 million. \n204 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","\u2022 \n Current portions of debenture reported of $204 million, decreased by $47 \nor 19% was from reclassification from non-current portion of $215 million, \nfully redemption as duration of $251 million and from the effects of foreign \nexchange rate translation at the end of the year of $11 million. \n\u2022 \n Accrued overburden and coal transportation expenses of $89 million, decreased \nby $24 million or 21% was mainly from mining operations of subsidiaries \nin Indonesia. \n\u2022 \n Other current liabilities of $636 million decreased by 476 million. This was \nprimary from a decrease in income tax payable of $210 million, withholding \ntax payable of $45 million, fixed asset purchase payable of $1 million, other \naccrued expense i.e., small supplier services, spare parts & supplies expense \nand warehouse rental total of $20 million, accrued expense from derivative \ncontracts settlement of $102 million, contingent liabilities from acquired XTO \nBarnett of $45 million, accrued expense related to natural gas wells of $67 \nand others of $4 million whereas an increase in accrued interest expense \nof $14 million and employee benefit obligations of $4 million. \n\u2022 \n Long- term loans of $2,252 million, decreased by $10 million, was a net result of: \n1) An increase from additional loan during the year of $814 million. \n2) An increase from business acquisition of $12 million. \n3) A decrease from reclassification to the current portion of $829 million. \n4) A decrease from repayment of $11 million. \n5) An increase from the effects of foreign exchange translation at the end \nof the year of $4 million. This was a result of an appreciation of THB \ncurrency against USD currency at the end of the year that impacted \non THB currency loan. Average exchange rate of USD\/THB as of 31 \nDecember 2023 was 34.2233 (31 Dec 2022: 34.5624). \n\u2022 \n Debenture of $2,431 million, increased by $59 million or 2%. This was from \nadditions of $241 million, reclassification to current portion of $215 million, \nand the effects of foreign exchange rate translation at the end of the year of \n$33 million due to an appreciation of THB currency against USD currency \nthat impacted to THB currency debenture. \n\u2022 \n Current portion and non-current portion of derivative liabilities reported at \n$78 million and $5 million, respectively, totaling $83 million. This was a result \nof changes in fair value of financial derivatives at the end of the year, that \nconsisted of cross currency swap and interest rate swap of $6 million, natural \ngas swap contracts of $21 million, electricity call option $42 million, fuel swap \ncontracts of $1 million, and electricity forward contract of $13 million. \n205 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","4.3 Shareholders\u2019 equity of $4,828 million increased by $419 million compared to shareholders\u2019 equity as of \n31 December 2022, with movement details as described below: \n\u2022 \n An increase of $160 million from net profits. \n\u2022 \n An increase of $316 million from additional paid-up share capital. \n\u2022 \n An increase of $7 million from reserve for share-based compensation \nto employees. \n\u2022 \n An increase of $165 million from fair value reserves for financial assets \nmeasured at fair value to other comprehensive income, cash flows hedge \nreserves and net investment hedge. \n\u2022 \n An increase of $3 million from fair value of put options over non-controlling \ninterests. \n\u2022 \n An increase of $208 million from non-controlling interest. \n\u2022 \n An increase of $53 million from the effects of foreign exchange rate translation \nof subsidiaries\u2019 financial statements and others. \n\u2022 \n A decrease of $493 million from dividend payment. \nFinancial Position \n(Unit: Million USD) \nEquity \nInc.(Dec.) \n31-Dec-23 \n31-Dec-22 \nAmount \n% \nEquity attributable to owners \nof the parent \n3,823 \n3,409 \n414 \n12% \nNon-controlling interests \n1,005 \n1,000 \n5 \n1% \nTotal equity \n 4,828 \n 4,409 \n 419 \n10% \n5. Statement of Consolidated Cash Flows \nStatement of consolidated cash flows for the year ended 31 December 2023 presented a decrease of net cash \nflow by $579 million (included the effect from unrealized loss on exchange rate translation at the end of \nthe year of $13 million). The details of consolidated cash flows activities were as follows: \n4.4 Net debt-to-equity ratio as of 31 December 2023 reported at 0.90 times (31 December 2022: 0.74 times). \n206 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","\u2022 \n Collections from sales of $4,401 million. \n\u2022 \n Payments to contractors and suppliers of $2,986 million. \n\u2022 \n Interest payments of $367 million. \n\u2022 \n Payments of income tax of $454 million. \n\u2022 \n Royalty fee payments of $384 million. \n\u2022 \n Other payments of $88 million. \n5.1 Net cash flows from operating activities of $122 million; with major operating items as follows: \nStatement of Consolidated Cash Flows \n(Unit: Million USD) \nAmount \nNet Cash flows from operating activities \n 122 \nNet Cash flows used in investing activities \n (913) \nNet Cash flows from finaning activities \n 225 \nNet decrease in cash and cash equivalents \n (566) \nExchange gain on cash and cash equivalents \n (13) \nCash and cash equivalents at the beginning of the year \n 2,154 \nCash and cash equivalents at end of the year \n 1,575 \n5.2 Net cash used in investing activities of $913 million; with major items as follows: \n\u2022 \n Payments for machines, equipment, and project in progress of $322 million. \n\u2022 \n Payments for business combination of $36 million. \n\u2022 \n Payment for investment in debt instrument of $60 million. \n\u2022 \n Receipts from short term loan to related companies of $40 million. \n\u2022 \n Payments for financial assets measured at fair value through profit and loss \nof $55 million. \n\u2022 \n Receipts from financial assets measured at fair value through other \ncomprehensive income of $10 million. \n\u2022 \n Payment for an acquisition of investment in a subsidiary of $465 million. \n\u2022 \n Payments for deferred exploration and development expenditure of $165 million. \n\u2022 \n Payments for placement of restricted deposits at banks of $13 million. \n\u2022 \n Receipts from dividends from joint ventures of $108 million. \n\u2022 \n Receipts from interest income and others of $45 million. \n207 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","\u2022 \n Receipts from short-term and long-term loans from financial institutions and \ndebentures of $3,225 million. \n\u2022 \n Repayments of short-term and long-term loans from financial institutions, \ndebentures, and lease liabilities of $2,826 million. \n\u2022 \n Receipts from additional paid-up share capital of $316 million. \n\u2022 \n Payment for dividend of $493 million. \n\u2022 \n Receipts from an increase in share capital of a subsidiary from non-controlling \ninterest of $3 million. \n5.3 Net cash flows from financing activities of $225 million; comprised of \n6. Coal Reserves \nThe quantity of sales and remaining of coal reserves for the year ended 31 December 2023: \nCoal Mine \n(Unit: Million Tons) \nQuantity of Coal Sales and Reserves \nCoal reserves \nas of 31 Dec \n2022 \nReserves \nreduce \n2023 \nSales volume \nJan - Dec 2023 \nCoal reserves \nas of 31 Dec \n2023 \n1. Indonesia \n1.1 Jorong \n 7.28 \n- \n0.58 \n 6.70 \n1.2 Indominco \n 23.54 \n- \n6.56 \n 16.98 \n1.3 Kitadin \n 0.12 \n0.12 \n- \n- \n1.4 Trubaindo \n 32.52 \n- \n2.80 \n 29.72 \n1.5 Bharinto \n 135.84 \n- \n6.99 \n 128.86 \n1.6 Graha Panca Karsa \n 21.50 \n- \n- \n 21.50 \n1.7 NPR Project \n 77.40 \n- \n- \n 77.40 \n2. Australia \n 252.62 \n- \n6.46 \n 246.16 \n3. China \n3.1 Gaohe \n100.15 \n- \n9.37 \n90.79 \n3.2 Hebi Zhongtai \n12.93 \n- \n0.90 \n12.04 \nTotal \n663.91 \n0.12 \n33.64 \n630.15 \n208 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","(Natural Gas Reserves from Marcellus and Barnett shales refer to Reserve Report \u2018s Ryder Scott) \n7. Natural Gas Reserves \nThe quantity of sales and remaining of natural gas reserves for the year ended 31 December 2023: \nQuantity of Natural Gas Sales and Reserves \nNatural Gas \n(Unit: Million Cubic Feet) \nNatural Gas reseves as at 31 December 2022 \n 5,785,289 \n1) Adjustment on reserve estimation \n (321,765) \n2) Production and Sales 2023 \n (313,800) \nNatural Gas reserves as at 31 December 2023 \n 5,149,724 \n209 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","FINANCIAL RATIO \nBanpu Public Company Limited and Its Subsidiaries \nFor the Year Ended 31 December \n2023 \n2022 \n2021 \nLiquidity Ratio \nCurrent Ratio \n(Times) \n 1.11 \n1.32 \n0.88 \nQuick Ratio \n(Times) \n 0.77 \n1.02 \n0.58 \nCash Flow Liquidity Ratio \n(Times) \n 0.34 \n0.82 \n0.40 \nAccount Receivable Turnover \n(Times) \n 8.59 \n13.42 \n11.37 \nAverage Collection Period \n(Days) \n 41.91 \n26.82 \n31.66 \nInventory Turnover \n(Times) \n 22.26 \n27.48 \n21.93 \nAverage Inventory Period \n(Days) \n 16.17 \n13.10 \n16.42 \nAccount Payable Turnover \n(Times) \n 27.93 \n32.67 \n28.83 \nAccount Payable Days \n(Days) \n 12.89 \n11.02 \n12.49 \nCash Cycle \n(Days) \n 45.20 \n28.90 \n35.59 \nPro\ufb01tability Ratio \nGross Profit Margin \n(%) \n28.93 \n52.99 \n41.98 \nOperating Profit Margin \n(%) \n12.81 \n43.23 \n27.53 \nCash to Profit Margin \n(%) \n1.43 \n0.69 \n0.91 \nNet Profit Margin \n(%) \n2.83 \n13.72 \n6.78 \nReturns on Equity \n(%) \n3.46 \n30.95 \n10.27 \nE \n! \nciency Ratio \nReturns on Assets \n(%) \n1.25 \n9.86 \n2.99 \nReturns on Fixed Assets \n(%) \n16.66 \n47.22 \n26.71 \nFixed Asset Turnover \n(Times) \n0.44 \n0.72 \n0.44 \nFinancial Ratio \nDebt to Equity \n(Times) \n1.69 \n1.87 \n2.53 \nNet Debt to Equity \n(Times) \n0.90 \n0.74 \n1.31 \nInterest Coverage Ratio \n(Times) \n2.54 \n9.40 \n5.78 \nDividend Payout \n(%) \n 73 \n21 \n28 \n210 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","OTHER REFERENCES \nOrdinary Share Registrar \nThailand Securities Depository Company Limited \n1 Floor, The Securities Exchange of Thailand st \n93 Ratchadapisek Road, Din Daeng, Bangkok 10400 \nTel. +66 2009 9000 \nContact Center +66 2009 9999 \nDebenture Registrar \nBangkok Bank Public Company Limited \n333 Silom Road, Bangrak, Bangkok 10500 \nTel. +66 2626 4525 \nBond Representative \nSiam Commercial Bank Public Company Limited \n9 Ratchadapisek Road, Jatujak, Bangkok 10900 \nTel. +66 2795 7974 - 9 \nBangkok Bank Public Company Limited \n333 Silom Road, Bangrak, Bangkok 10500 \nTel. +66 2230 1894 \nAuditor \nMs. Amornrat Pearmpoonvatanasuk \nAuthorised Auditor No. 4599 \nPricewaterhouseCoopers ABAS Company Limited \n15 Floor, Bangkok City Tower \nth \n179\/74-80 South Sathorn Road, Bangkok 10120 \nTel. +66 2844 1000 \nFinancial Advisor \n-None- \nAdvisor or Manager under \nManagement Agreement \nThe Company did not hire any advisors or managers under any \npermanent management agreement. Advisors, including financial \nadvisors, were hired on a case-by-case basis as necessary \nto support its operations from time to time. The Company\u2019s \nmanagement is mainly supervised by the Board of Directors. \nFinancial Institutions \nThe Company is regularly in contact with around 30 local and \ninternational commercial banks and financial institutions. \n211 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","SIGNIFICANT LITIGATION DURING THE YEAR \nOn 19 April 2022, an Indonesian subsidiary was sued for the breach of Cooperation Agreement with the other company \ndated 4 September 2004. The Plaintiff was claiming compensation for total losses of US Dollar 490.64 million. \nOn 13 December 2022, the District Court dismissed the Plaintiff\u2019s claim in its entirety. The Plaintiff then appealed \nto the High Court the District Court\u2019s verdict, which was again dismissed on 23 February 2023. Later on, the Plaintiff \nfiled a cassation against the Appeal Decision to the Supreme Court on 7 March 2023. On 27 September 2023, \nthe Panel Judges at the Supreme Court decided to reject the cassation request and upheld the Verdict of \nthe District Court. \n212 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","213 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Section \n2 \nCORPORATE GOVERNANCE"," ","CORPORATE GOVERNANCE POLICY \nThe Board of Directors of Banpu Public Company Limited has enforced the \u201cCorporate Governance Policy and \nCode of Conduct\u201d for directors, executives, and employees at all levels since 2002. The Board annually \nreviews the policy to ensure compliance with the business context, laws, regulations, rules, and guidelines of \nrelated agencies. The Corporate Governance and Nomination Committee is delegated by the Board to conduct a \npreliminary review of the policy and submit to the Board for final decision. In addition, the Board of Directors \nsupports the organization of communication sessions to foster understanding and awareness of the Corporate \nGovernance Policy and the Code of Conduct while promoting their implementation and continuously monitoring \nthe results. \nFor complete information on the \n\u201cCorporate Governance Policy and Code of Conduct,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nThe Company monitored and evaluated the effectiveness of implementing the Corporate Governance Policy and Code \nof Conduct in the organization based on the 2023 Corporate Culture and Employee Engagement Survey results, using \nthe \u201cCommitted\u201d value as an indicator. The results classified by job levels and locations were at a satisfactory level. \nCommunication of Corporate Governance Policy \nWith a commitment to strict compliance with the Corporate Governance Policy, the Code of Conduct, and best practices \nin corporate governance, Banpu organized communication activities in 2023 to foster corporate culture and promote \na positive attitude toward corporate governance under the concept of \u201cCG Safeguard.\u201d The Company enhanced \nemployees\u2019 knowledge and understanding of corporate governance through the following activities and communications: \nCLICK HERE \n3. CG Storytelling Contest: Every Story Needs to Be Told \nThe Company organized a CG storytelling contest for employees to \nshare their memorable stories reflecting \u201cAdhere to Integrity and \nEthics\u201d value. The winning story was made into a video clip and \nshowcased to employees at the CG Day event. \n2. Internal Communication via \u201cCG Safeguard\u201d \nThe Company has created a series of interactive CG e-mails, called \u201cCG \nSafeguard,\u201d to disseminate information on good corporate governance practices \nand current CG trends. \n1. Training on the Principles of Good Corporate Governance \nThe Company organized a session on the principles of good corporate \ngovernance (CG) and the Code of Conduct for all of Banpu\u2019s new employees \nthrough Orientation Appliacation as part of its employee orientation. \n216 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","For complete information on the \n\u201cAnti-corruption Policy,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \n7. Anti-Corruption \nIn 2023, the Company conducted its annual assessment of corruption risks and established preventive measures, \ncovering all businesses in every country where it invests, including its subsidiaries and joint ventures. The results \nwere reported to the Risk Management Committee. Moreover, the Company continually communicated and \ninformed its employees about relevant policies and practices to combat corruption, such as the Corporate \nGovernance Policy, the Code of Conduct, and the Standard Practice Manual for Accepting and Offering of \nGifts, Hospitality, or Other Similar Forms of Reward. All employees can access these policies through internal \ncommunication channels. In the past year, letters were sent out to directors, executives, and employees to \nrequest adherence to the No Gift Policy. \nCLICK HERE \n4. CG of the Month Column in Banpu Synergy \nE-Magazine \nThis column in Banpu Synergy E-Magazine features articles \non good CG practices, as well as CG trends and updates. \nThe quarterly internal e-magazine is published online and \naccessible to Banpu\u2019s employees in every country where the \nCompany invests. The column aims to create understanding \nand awareness of the importance of corporate governance. \n5. CG Day 2023 \n\u201cCG Day 2023\u201d was organized with various activities to promote \ncompliance with Banpu\u2019s corporate governance principles \nand to foster understanding and practice of the value \u201cAdhere \nto Integrity and Ethics.\u201d \n6. Evaluating understanding of CG through CG E-learning and CG E-testing systems \nThe Corporate Governance Division and the Banpu Academy Department co-developed the CG E-learning and \nE-testing systems to assess employees\u2019 understanding of CG and to promote learning and compliance with \nthe CG Policy and the Code of Conduct. The e-learning is provided on the \u201cB SUCCESS\u201d platform, which is \nBanpu\u2019s learning management system. \n217 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","The Policy and Practices Related to \nthe Board of Directors, Shareholders, \nand Stakeholders \nThe Board of Directors formulated the Corporate \nGovernance Policy as guiding principles for directors, \nexecutives, and employees based on the Securities and \nExchange Commission of Thailand (SEC)\u2019s Corporate \nGovernance Code 2017, comprising eight key principles \nas follows: \nPrinciple 1 Establish Clear Leadership Role \nand Responsibilities of the Board \nSince 2009, the Board of Directors has explicitly defined \nthe Board\u2019s duties and responsibilities in \u201cThe Practices \nfor the Board of Directors of Banpu Public Company \nLimited B.E. 2552.\u201d The Practices have been periodically \namended, with the most recent amendments in 2022, \nto align the Board\u2019s duties and responsibilities with the \nchanging business environment, rules and regulations, \nand corporate governance guidelines. \nBanpu\u2019s Board of Directors is fully aware of its roles \nand responsibilities in leading and driving the \nCompany forward. The Board is responsible for \nestablishing strategies and policies for business \nundertaking with accountability, prudence, and \nintegrity to ensure the Company\u2019s best interests and \nsocial responsibility through adherence to the \nenvironmental, social, and governance (ESG) \nprinciples. The Board of Directors\u2019 scope of duties \nand responsibilities is as follows: \n1. The Board of Directors plays a significant role \nin establishing the vision and missions of the \norganization, which focuses on becoming a \nsustainable business. The Board monitors and \nsupervises the Company\u2019s operations and \nreviews business performance yearly to make \nsure the goals are achieved. It also approves \nkey performance indicators (KPIs) of finance and \naction plans as well as regularly oversees and \nmonitors the management\u2019s performance against \nthose plans. Besides, the Board requires the \nCompany\u2019s vision and missions to be reviewed \nat least every five years to ensure that the \nCompany\u2019s business operations are on track \ntoward sustainable development as planned. \n2. The Board of Directors and the executives have \njointly developed a long-term business plan and \nstrategic plan every five years for more than \n20 years to ensure alignment with the Company\u2019s \nvision and missions. The Board of Directors \nappointed the Chief Executive Officer to be in \ncharge of business management as well as \nstrategy development and implementation. \nThe CEO\u2019s authority and responsibilities were \nclearly stipulated. The CEO\u2019s authority is \ncascaded down through executives of lower \nlevels in business units both in Thailand and \nabroad according to the Company\u2019s delegation \nof authority matrix. \n3. The Board of Directors established the Corporate \nGovernance Policy and Code of Conduct, which \nare coherent with the Company\u2019s vision and \nmissions, business credo, values, principles, and \nrecommended practices. This provides clear \nguidelines and makes it convenient for directors, \nexecutives, and employees to follow. Employees \nreceive explicit guidance on their expected \nactions and those they should avoid. They are \nalso advised of standard practices they are \nFor complete information on \n\u201cThe Practices for the Board of Directors \nof Banpu Public Company Limited,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nCLICK HERE \n218 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","expected to follow for how to treat fellow \nemployees, shareholders, customers, partners, \ncreditors, competitors, and society at large. \nBeing aligned with the Corporate Governance \nPolicy, these practices are believed to lead to \nmore tangible practice of good governance. \nThe Company stipulated that all directors, \nexecutives, and employees shall acknowledge, \nunderstand, and comply with the Corporate \nGovernance Policy and practices as defined in \nthe Code of Conduct. The Company keeps \nemployees, both domestic and overseas, \ninformed of this through publications and \nactivities organized all year round to promote \nunderstanding and awareness of the importance \nof compliance with the Code of Conduct. \nThe executives of each department are \nresponsible for creating understanding among \ntheir subordinates and promoting compliance \nwith the Code of Conduct, while employees at \nall levels are expected to act as role models. \nApart from the practices prescribed in the Code of \nConduct, the executives and employees have jointly \nbuilt \u201cBanpu Heart,\u201d the Company\u2019s corporate culture, \nto strengthen corporate shared values among \nemployees at all levels, both in Thailand and abroad. \nPrinciple 2 Define Objectives that Promote \nSustainable Value Creation \nBased on the Board of Directors\u2019 guidance and \nsuggestions, the management formulates and \npresents the business direction, a long-term strategic \nplan, annual work plan, annual budget, and annual \nworkforce plan to the Board. The Board then has an \nopen discussion with the executives to reach a mutual \nagreement before approval. \nIn 2023, the Board of Directors and the executives \nreviewed and approved the strategic plan and \nbusiness direction for 2021-2025 to ensure that they \nrespond to the rapidly changing business environment. \nThe Company also conducted a risk assessment to \nprepare its business operations for future situations. \nThe Company devised business strategies and the \nstrategic plan for the next five years based on its \nsustainable development plan with an emphasis on \ncompetitiveness enhancement, stakeholder value \ncreation as well as adaptability to economic and \nindustrial changes. To facilitate its Greener & Smarter \nstrategy, the Company aims to increase the portfolio \nof cleaner energy and energy technology businesses \nto 50% by 2025. Performance monitoring has been \nincluded as a standing item on the agenda of the \nBoard\u2019s monthly meeting. The Board monitored the \nimplementation of the strategy by the executives \nagainst the annual plan and the strategic plan and \nprovided advice or feedback on improvement where \nnecessary. \nPrinciple 3 Strengthen Board Effectiveness \nDetermination and Review of Board Structure \nThe Board of Directors determined and reviewed \nthe Board structure in relation to the number of \ndirectors, the proportion of independent directors, \ndiversity of qualifications, and specialization of each \ndirector to ensure suitability for the Company\u2019s \nbusiness. Sub-committees were also set up to \nsupport the Board\u2019s duties. \nAppointment of Board Members \nIndependent Directors, \nwho account for 38% of the Board, are as follows: \n1. Mr. Teerana Bhongmakapat \n2. Mr. Pichai Dusdeekulchai \n3. Mr. Teerapat Sanguankotchakorn \n4. Mr. Piriya Khempon \n5. Mrs. Watanan Petersik* \n6. Mr. Suthad Setboonsarng** \nNotes \n: \n* Mrs. Watanan Petersik (Person No. 5) was appointed as an independent \ndirector, effective 4 April 2023, and as an Audit Committee member, \neffective 1 May 2023. \n** Mr. Suthad Setboonsarng (Person No. 6) resigned from the position \nof director, effective 4 April 2023. \n219 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Independent directors are an important mechanism \nfor good corporate governance. For the Company \nand shareholders\u2019 best interests, there should be a \nsufficient number of independent directors to balance \nthe decision-making of the Board and to share \nopinions independently without influence from any \nindividual or party. An independent director serves a \nmaximum of three terms or nine years, as stipulated \nin The Practices for the Board of Directors of Banpu \nPublic Company Limited B.E. 2552, Amendment No.5 \nB.E. 2560, Clause 6 Term of Office and Retirement. \nBanpu defined independent directors more strictly \nby imposing more stringent requirements than those \nstipulated by the SEC, particularly on the director\u2019s \nshareholding. Qualifications of \u201cIndependent Directors\u201d \nare available on Banpu\u2019s website. \nNomination of Directors and Senior \nExecutives \nThe Corporate Governance and Nomination Committee \nis responsible for the nomination of candidates \nto replace directors whose terms will expire or \nare terminated on other reasons. The nomination \nprocedure is as follows: \n1. Review the structure and the composition \nof the Board in order to strengthen the Board \nof Directors as a whole. \n2. Review general and specific qualifications as well \nas independent directors\u2019 qualifications and set \nadditional criteria for candidate screening and \nnomination in accordance with the Company\u2019s \nbusiness strategy and in compliance with the \nStock Exchange of Thailand\u2019s (SET)\u2019s rules \nand regulations. After the recruitment process, \nthe Corporate Governance and Nomination \nCommittee will submit the proposed candidates \nfor approval by the Board of Directors and \nnominate them for election at the Annual General \nMeeting of Shareholders (AGM). \nThe Corporate Governance and Nomination Committee \nis responsible for nominating directorial candidates \nto replace vacancies. The Committee considers \ncandidates from the director pool and allows each \nmember to nominate the candidates. The Committee \ndetermines and discloses the Board Diversity, then \nannounces via the Company\u2019s website to invite minority \nshareholders to nominate qualified candidates within \na specified duration and conditions. All candidates will \nthen undergo a nomination process in which knowledge, \ncapability, experience, general qualifications, and board \nskills mix contributive for board composition and \ncollaboration are considered. The number of nominated \ncandidates will be twice as many as the number of \nvacancies, and the nomination must be approved by \nthe Board. The Shareholder\u2019s meeting will approve \nthe appointment of directors with a minimum of 50% \nof the voting rights of the total shareholders attending \nthe meeting and having the right to vote. The voting \nis carried out for each individual director. \nThe Corporate Governance and Nomination Committee \nregularly monitors CEO and executive succession \nplanning. The Committee evaluates candidates \nbased on their essential skills, experience, and \nspecific qualifications aligned with the company's \noperations. This is to ensure the development of a \nrobust succession pipeline, fostering the preparation \nof knowledgeable and competent executives for \ncritical roles in the future. (For further information on \nthis topic, please refer to the section \u201cSuccession \nPlanning and High Potential Management\u201d on page \n263.) \nFor more information about \n\u201cQualifications of Independent Directors,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nCLICK HERE \n220 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","Performance Evaluation of the Board \nof Directors \nThe Company requires a performance evaluation of \nthe Board of Directors, sub-committees, and individual \ndirectors, with details on criteria, procedures, and \nevaluation results disclosed in the annual report \nand the Corporate Governance and Nomination \nCommittee\u2019s report. The Company also requires the \nBoard to conduct an annual self-assessment to review \nits performance, problems, and obstacles in the past \nyear to identify ways to enhance its efficiency based \non good governance principles. The Secretary of the \nCorporate Governance and Nomination Committee is \nin charge of distributing the performance evaluation \nforms for the evaluation of the full Board and \nevaluation of individual directors. Upon completion, \nthe forms will be returned to the Secretary of the \nCorporate Governance and Nomination Committee \nfor tabulation and analysis. The analysis of the annual \nperformance will then be summarized and reported to \nthe Board of Directors as per the evaluation objective. \nThe overall evaluation results are as follows: \nPerformance Evaluation of the Board \nof Directors \nThe evaluation form for the Board of Directors \ncontains questions grouped into five main categories \nas follows: \n1. Structure and composition of the Board \n2. Roles, duties, and responsibilities of the Board \n3. Nomination of directors \n4. Remuneration of directors \n5. Board meeting and performance of the Board \nPerformance Evaluation \nof the Sub-committees \nThe evaluation form for the four sub-committees, \nnamely the Audit Committee, the Compensation \nCommittee, the Corporate Governance and \nNomination Committee, and the Environment, Social, \nand Governance (ESG) Committee, consists of items \nin four major categories as follows: \n1. Qualifications of the directors \n2. Duties and responsibilities of the directors \n3. Duties and responsibilities of each sub-committee \naccording to the Charter \n4. Meeting and reporting \nPerformance Evaluation of Individual Directors \nThe evaluation form consists of seven major categories \nas follows: \n1. Structure and composition of the Board \n2. Roles, duties, and responsibilities of the Board \n3. Ethics and corporate governance \n4. Development of directors \n5. Relationship with the management \n6. The Board of Directors\u2019 meetings \n7. Overall performance of directors \n221 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Performance Evaluation of the Board of Directors \nAverage scores \nEvaluation Results \nFull Board \n4.62 \nExcellent \nIndividual Directors \n4.59 \nExcellent \nSub-Committees \nThe Audit Committee \nThe Corporate Governance and Nomination Committee \nThe Compensation Committee \nThe Environment, Social, and Governance Committee \n4.75 \n4.93 \n4.84 \n4.61 \nExcellent \nExcellent \nExcellent \nExcellent \nAccording to the SEC\u2019s Corporate Governance \nCode for Listed Companies (CG Code) 2017, \u201cThe \nBoard of Directors should ensure that the Board \nand each individual director understand their roles \nand responsibilities as well as the nature of the \nbusiness. The Board should also support all directors \nin updating and refreshing their skills and knowledge \nnecessary to carry out their roles as members of the \nBoard and Board committees.\u201d \nAt Banpu, the Board of Directors requires that an \norientation session be held for all new directors to \nensure that they are aware of what the Company expects \nof them in their roles, duties, and responsibilities. \nThrough orientation, the directors also learn about \nthe Corporate Governance Policy and practices, the \nnature of Banpu\u2019s business and operations, and risk \nmanagement. In addition, the Company arranges site \nvisits to different operational units for new directors \nto prepare them for their role as directors. \nThe Board of Directors has the policy to expand \nall directors\u2019 horizons on various topics, such as \ncorporate governance, industrial outlook, businesses, \nand new technologies and innovations. Directors \nare encouraged to attend seminars and take useful \ncourses held by the Thai Institute of Directors \nAssociation (IOD) and other reputable institutions to \nimprove their performance. Apart from that, seminars \nled by the executive team are held for directors to \ntransfer related technical knowledge and experience \nabout the Company\u2019s business. Knowledge-sharing \nsessions regarding new technological advancements \nin energy are also organized for the executives so \nthat they can share such experiences and knowledge \nwith the Board of Directors on a regular basis. \nIn 2023, the Board of Directors attended seminars \nand training programs as follows: \nDevelopment of the Board of Directors and the Senior Executives \n222 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","Name \nTraining Course\/ \nSeminar \nInstitution \nDate of Training\/ \nSeminar \nMr. Chanin Vongkusolkit \nChairman of the Board of \nDirectors \n\u2022 \n Carbon Capture Utilization & Banpu Public Company Limited 7 March 2023 \nStorage (CCUS) and Future \nOpportunity to Banpu \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n Global and Thai Economic \nDirections \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n ESG Risks and Trends \nin Power Business \n\u2022 \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \n Banpu Power Public Company 14 October 2023 \nLimited and Somprawin \nManprasert, Ph.D. \n\u2022 \n Banpu Public Company Limited 1 December 2023 \n\u2022 \n ERM Consultant \n6 December 2023 \nMr. Teerana Bhongmakapat \nIndependent Director\/ \nChairman of the Audit \nCommittee\/ Member of the \nCompensation Committee \n\u2022 \n Carbon Capture Utilization & Banpu Public Company Limited 7 March 2023 \nStorage (CCUS) and Future \nOpportunity to Banpu \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n ESG Summit \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n\u2022 \nBanpu Public Company Limited 17 July 2023 \n\u2022 \nBanpu Public Company Limited 10 October 2023 \n\u2022 \nBanpu Public Company Limited 1 December 2023 \nMr. Piriya Khempon \nIndependent Director\/ \nChairman of the Environmental, \nSocial, and Governance \nCommittee\/ Member of \nthe Corporate Governance \nand Nomination Committee \n\u2022 \nCybersecurity & Privacy \nAwareness \n\u2022 \nESG Risks and Trends \nin Power Business \n\u2022 \nBanpu Public Company Limited 17 July 2023 \n\u2022 \nERM Consultant \n6 December 2023 \nMr. Anon Sirisaengtaksin \nDirector\/ \nChairman of the Corporate \nGovernance and Nomination \nCommittee \n\u2022 \n Carbon Capture Utilization & Banpu Public Company Limited 7 March 2023 \nStorage (CCUS) and Future \nOpportunity to Banpu \n\u2022 \n Cybersecurity & \nPrivacy Awareness \n\u2022 \n ESG Summit \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \n Banpu Public Company Limited 10 October 2023 \n\u2022 \n Banpu Public Company Limited 1 December 2023 \nSummary of the Board of Directors\u2019 Personal Development in 2023 \n223 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Name \nTraining Course\/ \nSeminar \nInstitution \nDate of Training\/ \nSeminar \nMr. Buntoeng \nVongkusolkit \nDirector\/ Chairman \nof the Compensation \nCommittee \n\u2022 \n Executive Coaching \nand Mentoring Program \n\u2022 \n Communicating \nMitr Phol Purpose \n\u2022 \n John Robert Powers and \nMr. Kriengsak Niratpattanasai \n\u2022 \n Mitr Phol Development Institute 26 September 2023 \n5 September 2023 \nMr. Pichai Dusdeekulchai \nIndependent Director\/ \nMember of the Audit \nCommittee\/ Member of \nthe Environment, Social \nand Governance \nCommittee \n\u2022 \n Carbon Capture Utilization Banpu Public Company Limited 7 March 20236 \n& Storage (CCUS) and \nFuture Opportunity to \nBanpu \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n ESG Summit \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n ESG Risks and Trends \nin Power Business \n\u2022 \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \n Banpu Public Company Limited 10 October 2023 \n\u2022 \n Banpu Public Company Limited 1 December 2023 \n\u2022 \n ERM Consultant \n6 December 2023 \nMr. Teerapat \nSanguankotchakorn \nIndependent Director\/ \nMember of the Compensation \nCommittee\/ Member of the \nEnvironment, Social \nand Governance Committee \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n ESG Summit \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n ESG Risks and Trends \nin Power Business \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \n Banpu Public Company Limited 10 October 2023 \n\u2022 \n Banpu Public Company Limited 1 December 2023 \n\u2022 \n ERM Consultant \n6 December 2023 \nMrs. Watanan Petersik \nIndependent Director\/ Member \nof the Audit Committee \n\u2022 \n ESG Summit \n\u2022 \n Banpu Public Company Limited 10 October 2023 \nMr. Metee Auapinyakul \nDirector \n\u2022 \n Carbon Capture Utilization Banpu Public Company Limited 7 March 2023 \n& Storage (CCUS) and \nFuture Opportunity to \nBanpu \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n Global and Thai Economic Banpu Power Public \nDirections \n\u2022 \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \nCompany Limited and \nSomprawin Manprasert, Ph.D. \n14 October 2023 \n224 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","Name \nTraining Course\/ \nSeminar \nInstitution \nDate of Training\/ \nSeminar \nMr. Ongart Auapinyakul \nDirector \n\u2022 \n Carbon Capture Utilization Banpu Public Company Limited 7 March 2023 \n& Storage (CCUS) and \nFuture Opportunity to \nBanpu \n\u2022 \nMr. Verajet Vongkusolkit \nDirector\/ \nMember of the Corporate \nGovernance and Nomination \nCommittee \n\u2022 \n Carbon Capture Utilization Banpu Public Company Limited 7 March 2023 \n& Storage (CCUS) and \nFuture Opportunity to Banpu \n\u2022 \n Coaching Program: \nCEO Coaching Skill \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n Communication Mitr Phol \nPurpose Workshop \n\u2022 \n Mitr Phol OKRs Workshop \n\u2022 \n Corporate Innovation \nSummit 2023 \n\u2022 \n\u2022 \n Mitr Phol Group \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \n Mitr Phol Group \n\u2022 \n Mitr Phol Group \n\u2022 \n RISE - Corporate Innovation 14 November 2023 \nPowerhouse \nMarch 2023 \nSeptember 2023 \nSeptember 2023 \nMr. Sarayuth Saengchan \nDirector\/ \nMember of the Corporate \nGovernance and Nomination \nCommittee \n\u2022 \n RISE Alpha Silicon Valley \n\u2022 \n Investors Certification \nCourse (QBAC+) \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n ESG Summit \n\u2022 \n Sustainability \nTransformation Xponential \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n RISE - Corporate Innovation 3-7 April 2023 \nPowerhouse \n\u2022 \n World Business Angel \nInvestment Forum (WBAF) \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \n Banpu Public Company Limited 10 October 2023 \n\u2022 \n RISE - Corporate Innovation 27 October - \nPowerhouse \n\u2022 \n Banpu Public Company Limited 1 December 2023 \n13-18 July 2023 \n24 November 2023 \nMrs. Somruedee \nChaimongkol \nDirector\/ \nChief Executive Officer \n\u2022 \n Carbon Capture Utilization Banpu Public Company Limited 7 March 2023 \n& Storage (CCUS) and \nFuture Opportunity to Banpu \n\u2022 \n Cybersecurity & Privacy \nAwareness \n\u2022 \n Global and Thai Economic Banpu Power Public \nDirections \n\u2022 \n Cybersecurity & Privacy \nAwareness #2 \n\u2022 \n ESG Risks and Trends \nin Power Business \n\u2022 \n\u2022 \n Banpu Public Company Limited 17 July 2023 \n\u2022 \nCompany Limited and \nSomprawin Manprasert, Ph.D. \n\u2022 \n Banpu Public Company Limited 1 December 2023 \n\u2022 \n ERM Consultant \n14 October 2023 \n6 December 2023 \n225 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Principle 4 of CEO Nomination and \nDevelopment, and People Management \nSuccession Planning Policy \nThe Board of Directors has devised a succession \nplan for the CEO and senior executives to ensure \nthat the Company has knowledgeable and competent \nexecutives to fill critical positions in the future. \nThe CEO is invited to report the succession plan \nto the Corporate Governance and Nomination \nCommittee and the Board at least once a year. \nThe Charter of the Corporate Governance and \nNomination Committee also prescribes that the \nCommittee has a duty to ensure that a development \nplan for senior executives (for vice president level and \nhigher) is in place to prepare high-potential candidates \nfor critical roles (for vice president level and higher) \nif a senior executive retires, resigns, or is unable \nto perform the duties. \nIn 2023, the Corporate Governance and Nomination \nCommittee continuously reviewed and monitored the \nprogress of the succession planning for the CEO and \nsenior executive roles. Candidates are considered \nbased on their skills, experience, and specific \nqualifications necessary and appropriate to Banpu\u2019s \noperations. This was to ensure that the Company \nwould have a succession plan in place and prepare \nknowledgeable and competent executives for critical \npositions in the future. (For further information on \nthis topic, please refer to the section \u201cSuccession \nPlanning and High Potential Management\u201d on page \n263 and \u201cReport of the Corporate Governance and \nNomination Committee\u201d on page 271.) \nFor further information on the \n\u201cCorporate Governance and Nomination \nCommittee Charter,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nPrinciple 5 Nurture Innovation and Responsible \nBusiness \nThe Company focuses on maintaining sustainability \nthroughout the supply chain and thus prioritizes \nadherence to good governance principles in business \noperations along with effective management of \nrisks and opportunities. International standards \nare integrated into the formulation of a sustainable \ndevelopment strategy that encompasses economic, \nsocial, and environmental dimensions to enhance \nthe Company\u2019s competitiveness and create value \nfor all stakeholders through a two-tier management \nsystem as follows: \n\u2022 \nStrategic Integration of Sustainability: \nThe Board of Directors reviews sustainability \nrisk issues and advises the CEO on appropriate \nmitigation measures. \n\u2022 \nOperational Integration of Sustainability: \nThe Sustainability Committee oversees, monitors, \nand evaluates sustainability performance as well \nas determines and reviews policies to enhance \nsustainable development. \nThe Company annually sets sustainability indicators as \nwell as short-term and long-term performance goals \nfor both the executives and operational employees, \nwhile integrating sustainability into the corporate \nculture and cultivating it in all countries where \nit operates. The Company also regularly discloses \nmanagement processes and business performance \nto stakeholders through the appropriate channels. \nMoreover, the Company announced an Innovation \nPolicy to align with its vision of being an innovation- \ndriven company, focusing on using innovations to \ndrive all businesses of Banpu Group and serve as \nan integral part to advance business growth. \nThe Innovation Policy has been implemented as \nfollows: \nCLICK HERE \n226 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","For complete information on \n\u201cWhistleblower Policy and Protection \nof Whistleblowers,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nFor the details of whistleblower channels, \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \n\u2022 \n Establish an infrastructure that allows and \nencourages all employees to propose ideas for \nimprovement of the Company\u2019s processes and \ntechnologies. \n\u2022 \n Support innovation activities to continuously \nenhance the Company\u2019s productivity. \n\u2022 \n Put innovative culture into practice by creating \na motivation and work environment that inspires \ncreativity and innovation. \n\u2022 \n Develop training programs or projects specifically \ndesigned to improve creative thinking skills by \nincluding innovation as part of the programs. \n\u2022 \n Create infrastructure that promotes innovation, \nkeeps abreast of future trends, and develops \nproducts, services, processes, or tools that \ncould quickly and effectively respond to future \ndemands. \nRoles of Stakeholders \nBanpu is committed to fostering fairness for all \nstakeholders. The Company set forth guidelines on \nstakeholder treatment in the Corporate Governance \nPolicy and the Code of Conduct to be followed by \ndirectors, executives, and employees to ensure \nequitable treatment and interests of stakeholders. \nImportant guidelines pertain to conflicts of interest, \nthe responsibility to shareholders, and policies on the \ntreatment of employees, customers, trading partners, \ncreditors, competitors, and society at large. Directors, \nexecutives, and employees shall acknowledge, \nunderstand, and strictly comply with the guidelines \nin order to ensure that all stakeholders are treated \nfairly, and their rights are protected. \nIn addition, Banpu has established a whistleblower \nchannel, allowing all groups of stakeholders to \nfile grievances regarding breaches of corporate \ngovernance and the Code of Conduct via the \nCompany\u2019s website on the \u201cWhistleblowing\u201d \npage under the Corporate Governance section. \nGrievances will be sent directly to the Chairman of the \nCorporate Governance and Nomination Committee at \[email protected] and\/or to the Secretary \nof the Corporate Governance and Nomination \nCommittee at [email protected]. \nThe Company regularly monitors those grievance \ncases and reports the progress to the Corporate \nGovernance and Nomination Committee on a quarterly \nbasis and to the Board of Directors on an annual \nbasis. The Company keeps a record of grievance \ncases and outcomes as well as follow-up data in the \nsystem. Preventive measures were also established to \nprevent the recurrence of similar complaints. Banpu\u2019s \nWhistleblower Policy was formulated and has been \neffective since 2015 to protect whistleblowers and \nfoster a culture of transparency. Guidelines on case \ninvestigation are as follows: \n1. In case there is sufficient evidence to support \nthe allegation of misconduct, a full investigation \ninto the case will be carried out. The investigation \npattern may vary depending on the circumstances. \nThe investigation will be carried out under strict \nterms of confidentiality, and the whistleblower \nmay be contacted for further information. \n2. The investigation team will inform the \nwhistleblowers of the investigation\u2019s results and \noutcomes through appropriate communication \nchannels. \n3. Senior management will decide on the actions to \nbe taken against the wrongdoer, e.g., disciplinary \npunishment or any other appropriate measures. \n4. The Company affirms that whistleblowers who \nreport in good faith any wrongdoing or suspected \nviolation of law, rules, and regulations and \nthe Code of Conduct will not be affected. \nCLICK HERE \nCLICK HERE \n227 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","In addition, the Company announced a \u201cNo Gift\u201d \nPolicy to prevent receiving gifts and other benefits \nfrom stakeholders, and informed all stakeholders \nvia the Company\u2019s website. The Company also \nrequires the registration of any gifts received through \nthe internal portal system. The Board members, \nexecutives, employees, and subsidiaries shall be \naware of and comply with the policy, which has been \nestablished in accordance with the Anti-Corruption \nPolicy. The Company has stipulated the practice \nof giving and receiving bribery, gifts, and business \nentertainment in the Code of Conduct. The practice \nincludes the following topics as outlined in the Code \nof Conduct. \nGiving and Receiving Bribes \n1. Directors, executives and employees are \nprohibited from, either directly or indirectly, \ndemanding solicit or receive any money, object \nof any value, compensation, or any other benefit \nfrom trading parties, contractors, suppliers, \nadvisors, or those with whom the Company is \nconducting business. \n2. Directors, executives and employees are \nstrictly prohibited from offering any benefit to \ngovernment officers, customers, labor unions, \nor any other external parties in an attempt to \npersuade them to commit a fraudulent action. \nGifts, Gratuities, and Business Entertainment \n1. Directors, executives and employees should \nrefrain from giving gifts or gratuities to or \nreceiving them from any trading partner or others \nwith whom the Company is doing business. \nGifts given or received during festive occasions \nare excluded from this requirement, provided that \nthey have an appropriate value allowed by law, \nregulations, announcement, local culture, local \nnorm or business practices and are not related \nto any business commitment. \n2. Directors, executives and employees should \nrefrain from giving or receiving unusually lavish \nentertainment to or from those with whom \nthe Company is doing business. \nEmployees \nBanpu values employees as the cornerstone of \nsuccess. Hence, the Company has formulated \npolicies and practices toward employees in its \nCode of Conduct to ensure that employees of all \nnationalities and languages are treated fairly in terms \nof access to career opportunities, remunerations, \nappointments, transfers, capacity-building and a \nsafe workplace for their lives and properties. Banpu \nhas implemented adequate and appropriate Safety, \nOccupational Health, and Environmental measures to \nprevent loss from an accident as well as occupational \nillness or injury. The Company has announced its \nHR Philosophy, which is established based on the \nfollowing three principles: \n1. Principle of Equitability \n2. Performance-based Principle \n3. Competency-based Principle \nAccordingly, the Company assumes responsibility \nfor enhancing employees' adaptability to changes \nin the business landscape and the global economy, \nemphasizing flexibility, mobility, and positive creativity \nwhile prioritizing professionalism beyond the chain \nof command. In other words, Banpu focuses on \ndeveloping \u201cprofessional employees\u201d while ensuring \nfair and equitable treatment of employees regardless \nof nationality, ethnicity, language, and gender. \nMoreover, with the \u201cBanpu Heart\u201d culture, the \nCompany aims to create a cohesive workplace where \nall its people unite as one to work together under a \nshared vision and toward the same goals. \n228 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","The Company is committed to aligning human \nresource management with the Company\u2019s vision, \nchanging business landscape, and the goal of \nbecoming an International Versatile Energy Provider. \nHence, capacity building and fostering agile working \nare among the Company\u2019s top priorities as they \nfacilitate smooth collaboration, promote reskilling and \nupskilling, and give employees equal opportunities \nto thrive across functions and countries. In 2023, \nBanpu continued to improve the \u201cBanpu People \nValue Proposition\u201d for more effective human resource \nmanagement. \nThe Company has a Compensation Policy to \nprovide bonuses and promotions according to the \nCompany\u2019s performance both in the short and long \nterm. It is committed to providing employees with \nfair compensation in the forms of salary, welfare, and \nother benefits, e.g., health insurance, provident fund, \nand Flexi Benefits. \nThe Company has a fair human resource management \nsystem in which professional personnel are recruited \nand hired based on professional experience regardless \nof gender, age, ethnicity, nationality, and religion. \nThis can be witnessed from diversity in Banpu\u2019s \nworkforce in terms of ethnicity, religion, language, \nculture, age, knowledge, perspective, and work \nexperience both at the head office in Thailand \nand overseas. \nMoreover, to support its employees, the Company \nperiodically reviews its related human resource \npolicies, regulations, and support measures for \nemergency situations to ensure compliance with \nchanges in relevant laws, such as labor law, and \nshifts in social and environmental conditions that \nwould affect the way of working. In this respect, \nthe Company has carried out the following activities. \n\u2022 \n The Company issued the Work Anywhere Policy, \nallowing employees to work remotely from \nanywhere twice a week and choose their work \nschedule and the working style that suits \nthe nature of their work. They can work from \nthe office, work from home, or from anywhere \nas long as the goals are met. \n\u2022 \n The Company formulated an internship program \nto ensure that intern students got the most out \nof their internship while being paid for their work. \nThe intern students were also given a chance \nto attend training programs such as presentation \nin English and financial planning to prepare them \nfor the professional world. \n\u2022 \n The Company hired disabled masseurs to support \nthe government\u2019s policy on the employment of \npersons with disabilities. Other supports included \na direct donation to the Fund for Empowerment \nof Persons with Disabilities or hiring of persons \nwith disabilities through government agencies \nto work in communities. \n\u2022 \n Regarding employee treatment, the Company \ndoes not prevent employees from forming \na labor union according to the Labor Relations \nAct. Although the labor union has not been \norganized, employees can file complaints with \nthe Welfare Committee, who will review the \ncomplaints and subsequently report the cases \nto the management. \n\u2022 \n Employees can consult or file complaints directly \nwith their supervisor, HR Manager, or opt for an \nonline channel if they would like to keep their \nidentity anonymous when filing certain complaints, \nsuch as workplace concerns, conflict within their \nteam or with the team leader, untransparent \nconduct, and sexual harassment. The Company \nhas put in place procedures for investigating \ncomplaints and imposing disciplinary penalties \nagainst misconduct as stipulated in the Company\u2019s \nwork rules. \n229 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","\u2022 \n In response to crisis, for instance, floods, fire, \nor pandemics, the Company has prepared a \nset of emergency aid guidelines to support its \nemployees in the forms of allowances, temporary \nshelters, survival kits, vaccines, and other \nassistance where applicable. \nThe Company puts top priority on providing employees \nwith inclusive and regular learning opportunities to \nenable them to realize their full potential. It has also \nset up a Job Evaluation Committee, an Organization \nDevelopment Committee, and a Succession Plan \nCommittee and has given full support to the \nCompensation Committee and the Corporate \nGovernance and Nomination Committee in maintaining \ntransparency and driving the workforce toward steady \nand sustainable growth. \nIn addition, the Company allows employee \nrepresentatives to recommend employee benefits \nthrough the Welfare Committee on a quarterly basis. \nOver the past year, the Company has improved \nwelfare and human resource management in aspects \nrelating to employees as follows: \n\u2022 Communicating with employees about career \nplanning, focusing on three main components: \ncareer path, career aspirations, and career \ndevelopment through the \u201cDesign Your Own \nCareer Workshop.\u201d This initiative aimed to assist \nemployees in understanding how to plan their \ncareer growth by engaging in experimental \nprocess of designing career paths and planning \nself-development according to their goals. \nThe activity would foster dialogue with their \nsupervisors and contribute to a personalized \ndevelopment plan that aligns with the \norganization\u2019s vision and goals. \n\u2022 Providing additional welfare beyond the basics \nto care for employees holistically, such as annual \nflu vaccinations, access to psychiatrist service, \nHealth at Work online medical consultation \nservice, Virtual One-on-One exercise sessions, \noffice syndrome massages, flexible benefits with \ngreater variety, onsite physical therapy and dental \ncare. The Company also conducted general \nwellbeing and psychosocial assessments to be \nused as resources for designing activities for \nemployees in 2024. \n\u2022 Organizing the Boost Me Up Series for the third \nconsecutive year, both onsite and online, with a \nfocus on topics including mental health, physical \nhealth, nutrition, and financial planning. Activities \nincluded workshops such as tax planning and \ninvesting in funds, Getting Fit the Series \nWorkshop: Sustainable Weight Loss\u2014Let\u2019s \nMake It Last, Listen to Your Heart, as well as \nthe Tax Tricks Workshop. \nApart from that, when recruiting for business \noperations roles at each work site, the Company \nprioritizes hiring local candidates who possess \nrelevant knowledge and skills. However, if a suitable \ncandidate cannot be found locally, the Company will \nconsider hiring candidates from outside the area. \nFor complete information on \n\u201cEmployees,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nCLICK HERE \n230 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","Customers \nBanpu endeavors to respond effectively to customers\u2019 needs. Policy and guidelines on customer treatment are \nstipulated in the Code of Conduct. The Company is strictly committed to delivering quality products and services \naccording to customers\u2019 expectations at a fair price, timely providing customers with accurate and adequate \ninformation, and strictly complying with the terms and conditions agreed upon with customers. The Company \nhas established a grievance process to allow customers to file complaints about the quality, volume, and safety \nof products and services. It also provides advice on how to effectively use its products and services in \nthe customers\u2019 best interests. A satisfaction survey and interview are conducted to understand customer needs \nand issues. In addition, the customer data is kept strictly confidential and shall never be misused. \nThe Company employs various approaches to create relationships with diverse customers. The approaches are \ntailored to suit each business as follows: \nFor complete information on \n\u201cCustomer & Product Stewardship,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nFor complete information on \u201cSupplier \nManagement and Supplier Code of \nConduct,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nCLICK HERE \nCLICK HERE \nType of Business \nCustomer Relationship Management Approach \nMining Business \n\u2022 \n Regular customers meetings \n\u2022 \n Organizing knowledge-sharing seminars \n\u2022 \n Quarterly performance reporting \n\u2022 \n Inviting customers to visit the company \nThermal Power Business \n\u2022 \n Regular customer meetings \n\u2022 \n Technical consultations \nRenewable Power Business \n\u2022 \n Organizing knowledge-sharing seminars \n\u2022 \n Performance reporting \nSolar Rooftop Business \n\u2022 \n Technical consultations \n\u2022 \n Assessment of return on investment \n\u2022 \n 24-hour after-sales service \nSuppliers\/Creditors \nThe Company has the policy to treat its suppliers and\/or creditors equitably and fairly by taking into consideration its \nbest interests whilst acting on the basis of mutual benefit. The Company also ensures that conflicts of interest are \navoided and contractual obligations are fulfilled, as well as providing accurate information, correct reports, and negotiates \nproblem-solving based on business relationships. The following are Banpu\u2019s supplier\/creditor treatment guidelines: \n1. The Company shall not demand, receive, or pay any improper benefits to its suppliers and\/or creditors. \n2. Should it become known that bribes have been demanded, or payment of any improper benefit has occurred, \nfull information will be disclosed to the trading partners and\/or creditors involved, and the Company shall collaborate \nwith the parties concerned to resolve the problem on a fair and timely basis. \n3. The Company shall strictly comply with all the terms and conditions agreed upon in a transaction. In the event \nthat any particular condition cannot be met, the Company will inform any creditor(s) concerned beforehand and \nseek a mutually acceptable solution. \n231 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Competitors \nThe Company sets forth in the Code of Conduct \npolicies and practices toward competitors in a way \nthat complies with international practices and within \na legal framework for business competition. \nThe Company will not fraudulently infringe upon or \nseek to obtain the trade secrets of any competitors. \nThe Company is also committed to fair business \nconduct by following the guidelines indicated in its \nCode of Conduct. In 2023, the Company had no \ndisputes with competitors. \nCommunity and Society \nThe Company has the policy to conduct businesses \nthat benefit the economy and society while maintaining \na balance between business growth and community, \nsocial, and environmental development. The Company \nis also committed to being a good corporate citizen \nand to strict compliance with the relevant laws and \nregulations. Banpu strives to improve the quality \nof society, either through the Company\u2019s activities or \ncollaboration with the government sector, communities, \nor non-governmental organizations. \nFurthermore, the Sustainability Policy has been \nimplemented and benchmarked against global \nstandards, such as the reporting of greenhouse gas \n(GHG) emissions (ISO 14001). The Company has also \ndeveloped effective safety, occupational health, and \nenvironmental management guideline, which include \nthe management of potential risks from its operations \nthat may affect employees, business partners, society, \nthe environment, and the communities where \nthe Company operates. \nThe Company has developed a framework for \nmanaging stakeholder analysis by integrating it into \nthe corporate strategy development process. \nIn addition, the Company has standardized stakeholder \nengagement management and community complaint \nmanagement to ensure they are aligned across all \nBanpu\u2019s businesses and to ensure that all complaints \nare properly resolved. \nBanpu\u2019s commitment to human empowerment goes \nbeyond its organization. The idea of empowerment \nextends to Corporate Social Responsibility (CSR) \nprograms as the Company allocates part of its \nearnings to implement CSR programs at the local \nand corporate levels, including the CSR programs \nin all countries where it operates. \nFor complete information on \n\u201cCommunity and Society,\u201d \nPlease scan the QR code \nor click on \u2018CLICK HERE\u2019. \nContact Channels \nStakeholders may submit their opinions about the Company through the following channels: \nHeadquarters \nTelephone: \nWebsite \nCompany Secretary \nInvestor Relations \nCorporate \nCommunications \n27 Floor, Thanapoom Tower, 1550 New Petchburi Road, Makkasan, Ratchathewi, Bangkok 10400 \nth \n+66 2694 6600 \nwww.banpu.com \nTelephone: +66 2694 6859 \nEmail: [email protected] \nTelephone: +66 2694 6684 \nEmail: [email protected] \nTelephone: +66 2694 6680 \nEmail: [email protected] \nCLICK HERE \n232 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","Principle 6 Strengthen Effective Risk \nManagement and Internal Control \nRisk Management Policy \nThe Board of Directors ensures that the Company \nhas a comprehensive risk management system \ncovering risk factors related to vision, goals, business \nstrategies, finance, production, and other aspects. \nThe Board is entrusted with the duty to consider the \nappropriateness of the Company\u2019s risk management \nsystem, risk likelihood, and level of impact. Measures \nfor the prevention and management of risks are \nestablished, and persons to be accountable for \naddressing risks have been appointed. Besides, \nthe Board has determined measures for reporting, \nmonitoring, and evaluating risk management. \nThe Risk Management Committee was set up at \nthe management level to regularly present a risk \nmanagement plan and performance to the Audit \nCommittee and occasionally report them to the Board. \nThe Committee reviews the risk management system \nand evaluates the performance at least once a year \nand when the risk level changes. \nInternal Control Policy \nThe Board of Directors ensures the Company has \na comprehensive internal control system, covering \nall aspects of its operations, including finance, \noperations, and compliance with applicable laws and \nregulations. Moreover, the Board ensures that a \nsufficient and effective checks and balances \nmechanism is in place to safeguard shareholders' \ninterests and Company assets. Additionally, the Board \nclearly defines the authorization levels and \nresponsibilities for executives and employees, \nincorporating the checks and balances mechanism. \nOperational procedures are made available in writing. \nThe Global Internal Audit Department works \nindependently and reports directly to the Audit \nCommittee, who audits the operations of all functions, \nincluding core business functions and support \nfunctions, to ensure regulatory compliance. \nGovernance of Subsidiary and Affiliated \nCompanies \nThe Company has managed its subsidiaries and \ndevised business procedures to ensure operational \neffectiveness and proficiency, as follows: \nThe Company and Its Subsidiaries\u2019 Investment \nPolicy \n1. The executives shall study and assess the \npreliminary findings of the Investment Committee \nbefore reporting the results and investment outlook \nsummary to the Board of Directors. The Board \nthen considers and approves the project which \ninvolves funding, development, and expansion, \nas well as the subsidiary\u2019s key policies. The Board \nof Directors also has the authority to approve \nthe establishment or dissolution of a subsidiary \nas necessary to ensure that Banpu\u2019s portfolio \ncan be most efficiently managed. \n2. The Board of Directors shall consider and approve \ninvestments based on the criteria set by the SEC, \nsuch as connected transactions and decisions \ninvolving acquisition or disposition of assets. \n3. The Board of Directors shall have a governance \nmechanism to oversee subsidiaries and safeguard \nthe Company\u2019s investments. The Board is \nresponsible for the consideration of suitable \nexecutives to serve as directors of the Company\u2019s \nsubsidiaries to ensure that the management \nis aligned with the Company\u2019s policies and all \ntransactions comply with securities and exchange \nlaws and regulations, as well as the SET\u2019s \nannouncements. \n4. The subsidiaries shall report their performance \nand key business transactions. They shall also \nconduct sensitivity analysis, evaluate the operational \nperformance against goals, and provide a \nsummary review with recommendations for \nimprovement. This process serves as the foundation \nfor policy formulation and business enhancement \nto ensure the continuous growth and development \nof the Company\u2019s subsidiaries. \n233 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Internal Control Policy and Group-level \nManagement Policy \nThe Board of Directors and the executives require \nthe Global Internal Audit Department to report directly \nto the Audit Committee to ensure independence \nwhen performing their duties. The Department is also \nrequired to report on the progress of internal audits \nto the Board of Directors on a quarterly basis. \nLevel of control over a subsidiary is proportionate to \nthe Company\u2019s shareholding. The Board of Directors \nis responsible for appointing an executive to serve \nas a director in each subsidiary to ensure that the \nbusiness direction aligns with Banpu\u2019s policies and \nstrategies. Director selection is decided based on \nknowledge, relevant competencies to the subsidiary, \nwork location (in case of a foreign subsidiary), health \nand readiness of the director. Director positions \nin Banpu\u2019s subsidiaries are reviewed at least once \na year. \nBudget Policy \nThe preparation of the operational and investment \nbudgets of a subsidiary must be in accordance \nwith the budget guidelines of each subsidiary and \nconsistent with the Company\u2019s budget guidelines. \nBudget preparation and review must be completed \nwithin the specified timeframe, and the corresponding \ninformation must be submitted accordingly. Any \ninvestment project valued over THB 1.5 billion or \nspending that exceeds the approved budget by over \n15% is subject to the Board of Directors\u2019 approval. \nPrinciple 7 Ensure Disclosure and Financial \nIntegrity \nConflict of Interest \nThe Company considers that it is important to \nprohibit directors, executives, and employees from \nusing their positions for personal gain. As stipulated \nin the Code of Conduct, directors, executives, and \nemployees are to avoid connected transactions that \ncould lead to a conflict of interest with the Company. \nIf necessary, the transactions are to be carried out \nat arm\u2019s length, and directors or employees having \nan interest in the transactions must not be involved in \nthe approval process. If any transaction is considered \nconnected transaction under the SET\u2019s notification, \nrules, procedures, and announcements regarding \nthe disclosure of connected transactions for listed \ncompanies must be strictly complied with. \nThe Board of Directors also stipulated that directors, \nexecutives, or employees shall be prohibited \nfrom either using any opportunity or information \nacquired through their position for personal gain \nor from engaging in any related business activities \nthat compete with the Company, or using insider \ninformation to sell or buy the Company\u2019s shares. If an \nexecutive or an employee is to be involved in a special \nproject, whose information has not yet been disclosed \nto the public, or the project is under negotiation and \nits information has to be kept confidential as it could \naffect the Company\u2019s share prices, such executive or \nemployee is to sign a confidentiality agreement, which \nshall be effective until the information is disclosed \nto the SET and the SEC. \nThe Company announced the Market Sensitive \nInformation Policy and practices since 2017. It is a \nduty of directors, executives, employees, consultants, \nand subsidiary companies to understand and follow \nthe policy and practices as follows: \n1. Establish an internal control system to prevent \nthe leak of confidential information. \n2. Embed practices of protecting confidential \ninformation in the culture of the Company \nand reinforce them regularly. Individuals need \nto be aware of their obligations to maintain \nthe confidentiality of company information. \n3. Limit the number of people with access to \nconfidential information to the minimum number \npossible in the circumstance (need to know \nbasis). Systems and controls are in place \nto quarantine confidential information from \ncontractor and other service providers that share \naccess to the company\u2019s systems. \n4. Take responsible care that where market \nsensitive information is received or generated by \nstaff and\/or provided to a third party. The staff \nmember and the third party are aware of their \nobligations in relation to the use and control of \nthe information. \n234 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","5. To have in place appropriate Information \nTechnology security and controls. \nDisclosure of Information to Investors \nThe Board of Directors oversees the disclosure of \ninformation and its transparency to ensure that both \nfinancial and non-financial information relating to \nthe Company\u2019s business and operating results is \nrevealed in a complete, accurate, adequate, regular, \nand timely manner. In addition, the information must \nreflect the Company\u2019s actual performance and its \ntrue financial status, as well as its business outlook, \nwhile strictly complying with the laws, rules, and \nregulations relating to information disclosure of both \nthe SEC and the SET. The Company also shares the \ninformation with shareholders and investors through \nother communication channels. The Investor Relations \nDepartment directly communicates with shareholders, \ninvestors, and securities analysts both domestically \nand abroad, while the Corporate Communications \nDepartment disseminates corporate information to \nshareholders, investors, and the public through the \nlocal and international media. \nIn 2023, the Company organized the following activities to disclose information to international investors, \ninstitutional investors, retail investors, securities analysts, and the press: \nThe Company\u2019s information and news are also made available and equally accessible to all stakeholders. \nInterested persons may contact or make inquiries to the Company\u2019s Investor Relations at: \nTelephone: \n +66 2694 6684 \nEmail: \[email protected] \nLine: \n @banpu-ir \nInformation Disclosure and Presentation \nTime(s) \n1. International Road Show (via virtual meeting) \n2. Local Road Show (Company visit) \n3. Local Road Show (via virtual meeting) \n4. Local Road Show (onsite meeting) \n5. Quarterly and Annual Analyst Meetings \n6. Participation in \u201cOpportunity Day\u201d for listed companies to release \nquarterly performance to investors \n7. Participation in \u201cThailand Focus 2023\u201d to meet with local and \ninternational investors \n8. Information session for investors via conference call \n9. Email, LINE Off cial account, and phone call \n10. Press conference on the Company\u2019s operating results \n11. Press release on the Company\u2019s operating results \nand business strategies \n12. Activities for the press and news releases on Corporate Social \nResponsibility (CSR) Programs \n3 \n4 \n3 \n3 \n4 \n4 \n3 \n24 \n3-5 times a day \n2 \n9 \n26 \n235 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Report of the Board of Directors \nThe Board of Directors is responsible for Banpu\u2019s \nand its subsidiaries\u2019 consolidated financial statements \nand the financial information that appears in Banpu\u2019s \nAnnual Report. The financial statements are prepared \nunder the Generally Accepted Accounting Principles \n(GAAP) in Thailand. The Company always makes sure \nthat an appropriate accounting policy is chosen and \ncarefully pursued on a regular basis. The Audit \nCommittee and auditors jointly review the accounting \npolicy related to the preparation of financial statements \nto ensure that it remains practical. The Board of \nDirectors emphasizes that the team in charge carefully \nexercises its discretion in preparing the information \nand that important information is adequately disclosed \nin the notes to the financial statements. \nThe Board entrusted the Audit Committee with the \nresponsibility to oversee the quality of financial \nstatements and the internal control systems and to \nensure that any opinions of the Audit Committee on \nthese issues have been included in its report, which \nis also included in the Company\u2019s Annual Report. \nThe Board of Directors considered that the financial \nstatements of the Company and its subsidiaries as of \n31 December 2023 are accurate, complete, adequate, \nand reliable. \nPolicy on the Use of Internal Information \nThe Company places great importance on information \ndisclosure and transparency and has established a \npolicy and practices on information disclosure and \ntransparency of financial statements under the \nCorporate Governance Policy. The Company also \nmakes it a priority to disclose to shareholders, \ninvestors, securities analysts, and the general public \nthe financial and non-financial information about \nthe Company\u2019s businesses and operating results in \nan accurate, complete, adequate, reliable, and timely \nmanner. \nThe Board of Directors is committed to strict \ncompliance with laws and regulations relating to \ninformation disclosure and transparency. Sales or \npurchases of shares by any director or executive are \nduly reported to the SEC. The shareholding of the \ndirectors or executives are also subject to be reported \nto the Board of Directors\u2019 meeting on a monthly basis. \nThe Company\u2019s measures to prevent the use of inside \ninformation are stipulated in the Code of Conduct \nunder the section \u201cConflict of Interests and Keeping \nConfidential Information,\u201d especially under the topic \n\u201cUse of Company Information.\u201d \nThe Company considers that it is the responsibility \nof its directors, executives, and employees to strictly \ncomply with the policy on the use of inside information, \nespecially the inside information that has not been \ndisclosed to the public or any data or information \nthat may affect the Company\u2019s businesses or its share \nprice. The Directors shall follow guidelines stated \nin the Practices for the Board of Directors B.E. 2552 \nand the Code of Conduct as follows: \n1. Directors, executives and employees must not \nuse information they receive from their directorship \nor employment for personal benefit or for \nconducting business or other activities in \ncompetition with the Company. \n2. Directors, executives and employees shall not \ngive inside information to any third party for \nthe purpose of their dealing in the shares of \nthe Company. \n3. Business secrets shall not be disclosed to any \nthird party especially to competitors even after \na director, executive or employees member has \nleft the Company. \n4. Directors and executives that match the definition \ngiven by the SEC, including any individuals \nobtaining insider information that significantly \naffects Company\u2019s share price, shall refrain from \npurchasing and selling the Company\u2019s shares \nduring the blackout periods and shall follow \nthe following practice: \n\u2022 The Company\u2019s directors and executives \n(including their spouses and minor children \nnot yet becoming sui juris), including \nindividuals obtaining insider information that \nsignificantly affects Company\u2019s share price, \nshall refrain from trading the Company\u2019s \nshares one month before and until 24 hours \nafter the financial statements or other \ninformation affecting the Company\u2019s share \nprice are made public. \n236 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","5. Directors and executives, as defined by the \nSecurities and Exchange Commission, shall \nreport their share holding and its change with \nthe method regulated by the Securities and \nExchange Commission. \nAdditionally, the Company stipulated in the Corporate \nGovernance Policy that directors, executives, and \nemployees must not exploit their relationship with the \nCompany for personal gain, conduct business that \ncompetes with the Company, or carry out any \nconnected transaction that which may lead to a \nconflict of interest with the Company. If the transaction \nis necessary, it should to be carried out at arm\u2019s \nlength with fairness and transparency, and directors \nor employees having an interest in the transactions \nmust not be involved in the approval process. If any \ntransaction is considered a connected transaction \nunder the SET\u2019s notification, the rules, procedures, \nand announcements on the disclosure of connected \ninformation for listed companies must be strictly \ncomplied with. Besides, the Practices for the Board \nof Directors includes a set of guidelines for directors \non the handling of information not yet disclosed to \nthe public and requires directors and executive \nofficers to report their holding of the Company\u2019s \nshares in the Board of Directors\u2019 meetings on a \nmonthly basis. \nRegarding the development of an internal control for \nuse of inside information, the Company has deployed \nseveral IT systems to suppport the control, such as \nthe external access prevention system and the role- \nbased access control system, to safeguard the use \nof Company information. If an executive or an \nemployee is to be involved in a special project, \nof which the information has not yet been disclosed \nto the public, or the project is under negotiation and \nits information has to be kept confidential as it could \naffect the Company\u2019s share prices, such executive \nor employee is to sign a Confidentiality, which shall \nbe effective until the information is disclosed to the \nSEC and the SET. \nThe inside information usage control is prescribed \nas one of the Company\u2019s rules under the Disciplinary \nAction section. According to the rule, which applies \nto employees at all levels, any employee who fails to \ncomply with or violates the disciplinary requirements \nis considered to have breached the Company\u2019s rule \nand is subject to disciplinary actions and punishments \naccording to the nature of the offense. The rule states \nthat anyone \u201cdisclosing the Company\u2019s confidential \ninformation with an intention to jeopardize the \nreputation or credibility of the Company or its products, \nwhich consequently leads to a financial loss or a loss \nin a business opportunity for Banpu\u201d may be subject \nto severe punishment up to dismissal. \nIn 2023, there were no reports of non-compliance \nwith or violations of insider trading and share trading \nregulations stipulated by the SET and the SEC. \nIn addition, the Board of Directors and executives \nhad disclosed their holding of the Company\u2019s \nsecurities on the date they were appointed and \nreported any changes in securities, including those \nof their spouses and minor children not yet becoming \nsui juris as well as connected persons, to the Board \nof Directors for acknowledgment. \nPrinciple 8 Ensure Engagement and \nCommunication with Shareholders \nShareholder\u2019s Rights \nThe Board of Directors emphasizes the importance \nof rights and equality between shareholders and \ninstitutional investors. It has been clearly specified \nin the Corporate Governance Policy that shareholders \nare entitled to receive share certificates, transfer \nshares, and acquire adequate information in a timely \nfashion and in a format conducive to decision-making. \nShareholders are also entitled to attend shareholders\u2019 \nmeetings, cast their votes to decide the Company\u2019s \nimportant policies, elect and remove directors, \napprove appointments of auditors, and receive their \nshares of profit. \nAt each shareholders\u2019 meeting, the Board of Directors \nfacilitates shareholders by providing them with \nadequate, clear, and comprehensive information \nin a timely fashion. The Board encourages the \nshareholders to attend the meeting and cast their \nvotes, or to appoint an individual or an independent \ndirector as their proxy to vote on their behalf in case \nthey cannot attend the meeting. Moreover, shareholders \nare equally allowed to express opinions, seek \nexplanations, or pose questions. \n237 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","The 2023 Annual General Meeting of Shareholders \n(AGM) was convened and live-streamed on 3 April \n2023 at 13.30 hours at the meeting hall of the \nCompany\u2019s Head Office, 1550 New Petchburi Road, \nMakkasan, Ratchathewi, Bangkok, with full attendance \nof all 13 directors. The Company assigned Thailand \nSecurities Depository Co., Ltd., its share registrar, \nto send invitation letters to shareholders in advance \nand posted the invitation on the Company\u2019s website \nat www.banpu.com\/AGM_EGM\/ 30 days prior to the \nmeeting date. The minutes of the 2023 AGM were \nposted on the Company\u2019s website 14 days after the \nmeeting took place so that the shareholders could \npropose amendments if they found the minutes to be \ninaccurate within the 30-day period after the minutes \nwere posted. \nThe Company notified minority shareholders through \nthe SET of the opportunities to propose agenda items \nto be included in the AGM and to nominate candidates \nto be considered for the director positions in \nDecember 2022. The procedures and methods for \nconsidering proposals were clearly stated on the \nCompany\u2019s website (www.banpu.com\/AGM_EGM\/). \nAt the 2023 AGM, no shareholder proposed any \nadditional agenda item or nominated candidates for \ndirector positions. \nEquitable Treatment of Shareholders \nShareholders\u2019 Meeting \nThe Board of Directors has the policy to engage \nshareholders in decision-making and to ensure that \nshareholders receive comprehensive and adequate \ninformation for decision-making in a timely fashion. \nAs such, Banpu sent out an invitation letter for the \nmeeting, together with supporting documents for each \nagenda item, to shareholders prior to the meeting, \nwith opinions from the Board of Directors accompanying \neach agenda item. A total of 13 directors attended \nthe meeting, including the Chairman of the Audit \nCommittee, the Chairman of the Corporate Governance \nand Nomination Committee, the Chairman of the \nCompensation Committee, and the Chairman of the \nEnvironment, Social, and Governance (ESG) \nCommittee. The executives, the auditors, and \nindependent observers from a law firm also attended \nthe meeting. \nThe Chairman of the shareholders\u2019 meeting allowed \nevery shareholder to review the Company\u2019s operations \nand submit questions on each agenda item. \nThe Chairman also encouraged shareholders to voice \ntheir opinions and make inquiries about the Company\u2019s \noperations. In addition, the Board of Directors had \nthe minutes of the meeting prepared and released \non the Company\u2019s website 14 days after the meeting \nso that shareholders could review the minutes and \nif necessary, propose amendments within 30 days. \nShareholders\u2019 Meeting Date \nThe 2023 Annual General Meeting of Shareholders \n(AGM) was convened and live-streamed on 3 April \n2023 at 13.30 hours at the meeting hall of the \nCompany\u2019s Head Office, 1550 Thanapoom Tower, \nNew Petchburi Road, Makkasan, Ratchathewi, \nBangkok. The 2023 AGM was attended by all \n13 directors, 63 shareholders, and 885 proxies, \nbringing the total to 948 persons representing \n3,226,971,365 shares, which accounted for 38.1702% \nof all voting shares. \nCompliance with Other Corporate \nGovernance Principles \nThe Company acts in good faith to fully comply with \nthe Corporate Governance Code for Listed Companies \n2017 set forth by the SEC, with some exceptions, of \nwhich the details and reasons are provided as follows: \n1. \nThe Chairman of the Board should be an \nindependent director. \nThe Company\u2019s practice: \nAt present, the Chairman of the Board is a non- \nexecutive director. However, the roles and duties \nof the Chairman are clearly defined by the Board \nof Directors, emphasizing the best interests \nof the Company, shareholders, and other \nstakeholders. In 2022, the Board passed a \nresolution to appoint a Lead Independent \nDirector to jointly set the agenda of the Board \nmeeting if the Chairman of the Board is not \nan independent director to promote checks \nand balances of power and authority. \n238 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","2. \nThe Nomination Committee should consist \nentirely of independent directors. \nThe Company\u2019s practice: \nThe present Corporate Governance and Nomination \nCommittee consists of four members, namely \none independent director and three non-executive \nmembers. The Chairman of the Committee is \na non-executive member. However, the Board \nof Directors has clearly defined in the Charter \nof the Board the roles and duties of the members \nof the Corporate Governance and Nomination \nCommittee, covering all aspects of corporate \ngovernance and nomination. \n3. \nThe Chairman of the Sub-committees shall be \nan independent director. \nThe Company\u2019s practice: \nAt present, the Chairman of the Corporate \nGovernance and Nomination Committee and \nthe Chairman of the Compensation Committee \nare non-executive directors. However, the Board \nof Directors has clearly defined the roles and \nduties of the Sub-committees in the respective \ncharters, covering all aspects. \n4. The Board should appoint an external \nconsultant to provide advice on developing \nthe approach and criteria for performance \nevaluation of the Board at least once every \nthree years, and evaluation results should be \ndisclosed in the annual report. \nThe Company\u2019s practice: \nThe Company conducts an annual performance \nevaluation of the full Board, sub-committees, \nand each individual director. The Corporate \nGovernance and Nomination Committee has \nconsidered the issue and decided not to appoint \nan external consultant to facilitate the development \nof an evaluation approach or to advise on \nthe Board\u2019s performance evaluation criteria. \n5. \nThe Board should set a clear off ce term for \nboard members in the Corporate Governance \nPolicy. \nThe Company\u2019s practice: \nThe Company prescribed that independent \ndirectors shall serve the term of office for up to \nnine years or no more than three consecutive \nterms. (The Practices for the Board of Directors \nof Banpu Public Company Limited, Article 6.2 \nSection 6. Term of Office and Retirement*). \nFurthermore, the Company set the directors\u2019 \nretirement age at 72 in the Corporate Governance \nPolicy (Article 4.7 Directors\u2019 Retirement). \n* Effective from 19 December 2014 \n6. The Board should consider the qualif cations \nof a person to be appointed as an \u201cIndependent \nDirector\u201d to ensure that the appointed director \nis truly independent and suitable for the \nCompany\u2019s nature. An independent director \nshould meet the qualif cations required by \nthe SEC and the SET at the minimum. Apart \nfrom that, the maximum off ce term for an \nindependent director should not be longer \nthan nine consecutive years from the date of \nthe person\u2019s f rst directorship appointment. \nIn the event of reappointment beyond the \nmaximum tenure, the sound reasons for that \ndecision should be provided by the Board. \nThe Company\u2019s practice: \nThe Board has set more stringent requirements \non the qualifications of an independent director \nthan the minimum requirements of the SEC and \nthe SET, specifically in terms of the Company\u2019s \nshares held by an independent director. Besides, \nthe Company prescribed that an independent \ndirector shall serve the term of office for a \nmaximum of nine consecutive years or no more \nthan three consecutive terms. (The Practices for \nthe Board of Directors of Banpu Public Company \nLimited Article 6.2 Section 6. Term of Office and \nRetirement*). Mr. Teerana Bhongmakapat has \nbeen an independent director for eleven years, \nfrom 5 April 2012 to 2023. The Corporate \nGovernance and Nomination Committee carefully \ndeliberated and concluded that Mr. Teerana \nBhongmakapat\u2019s qualifications match the required \nqualifications of independent directors. He has \nalso been competent in performing his duties \nand expressing his independent views; therefore, \nhe is suitable to serve as an independent director. \n* Effective from 19 December 2014 \n7. \nThe Board of Directors considered and \nadopted the SEC\u2019s Corporate Governance \nCode for Listed Companies 2017 as a guideline \nfor amending Banpu\u2019s Corporate Governance \nPolicy, the Code of Conduct, Practices of the \nBoard of Directors, and Charters of Sub- \ncommittees in 2023. \n239 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Mining \nBusiness \nRenewable \n& Energy \nTechnology \nBusiness \nBANPU \nInnovation \n& Ventures \nBAN \nAcad \nPower \nBusiness \nDigital \n& Innovation \nAudit Committee \nGlobal Internal Audit and \nCompaliance \nMine Engineering \nand Development \nMining Business O \n! ce \nStrategic Minerals \nMarketing, Sales \nand Logistics \nOil & Gas \nBusiness \nBANPU Gr \n240 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","NPU \ndemy \nInvestor \nRelations \nCorporate \nDevelopment \nHuman \nResources \nProject \nManagement \nO ! ce \nCorporate \nServices \nFinance \nCorporate Strategy \nEnterprise Risk \nManagement \nExternal Relations \nBusiness Process \nManagement \nGeneral Administration \nGlobal Corporate \nSustainability \nLegal \nCorporate \nCommunications \nCorporate Procurement \nand Asset Management \nCorporate Secretary \nroup CEO \nBanpu Group Organizational Structure \n241 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","STATUS \n1 Executive Directors \n7 Non-executive Directors \n5 Independent Directors \n11 \nMales \n2 \nFemales \nStructure of the Board of Directors \nThe Board of Directors comprises directors who are widely recognized for their knowledge and expertise. \nThe Board plays a pivotal role in determining the Company\u2019s objectives and goals as it works with executives \nto devise strategies and policies for short-term and long-term operations. The Board also establishes financial \npolicies, oversees risk management, provides guidance on overall management, and reviews significant policies \nand plans annually. The duties of the Board also include overseeing, monitoring, and evaluating the performance \nof the Company and senior executives against the plans. \nThe Board of Directors \nconsists of \n1. Mr. Chanin Vongkusolkit \nChairman of the Board of Directors \n2. Mr. Teerana Bhongmakapat \nIndependent Director \n3. Mr. Piriya Khempon \nIndependent Director \n4. Mr. Pichai Dusdeekulchai \nIndependent Director \n5. Mr. Teerapat Sanguankotchakorn \nIndependent Director \n6. Mrs. Watanan Petersik* \nIndependent Director \n7. Mr. Anon Sirisaengtaksin \nDirector \n8. Mr. Buntoeng Vongkusolkit \nDirector \n9. Mr. Metee Auapinyakul \nDirector \n10. Mr. Ongart Auapinyakul \nDirector \n11. Mr. Verajet Vongkusolkit \nDirector \n12. Mr. Sarayuth Saengchan \nDirector \n13. Ms. Somruedee Chaimongkol \nExecutive Director \n14. Mr. Suthad Setboonsarng** \nIndependent Director \nNotes: \n* Mrs. Watanan Petersik (Person No. 6) was appointed as a director, effective 4 April 2023, and as a member of the Audit Committee, \neffective 1 May 2023. \n** Mr. Suthad Setboonsarng (Person No. 14) resigned as a director, effective 4 April 2023. \nFor full details of the \u201cBoard of Directors\u201d, \nPlease scan the QR Code \nor clicking on \u2018CLICK HERE\u2019 \nCLICK HERE \n242 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","Board Composition \nAs of 31 December 2023, the Board of Directors is \ncomposed of independent directors, non-executive \ndirectors, and an executive director. Out of the 13 board \nmembers, five are independent directors, constituting \n38% of the Board. \nIndependent Directors \nIndependent directors who make up 38% of the Board, \nare as follows: \n1. Mr. Teerana Bhongmakapat \nIndependent Director \n2. Mr. Piriya Khempon \nIndependent Director \n3. Mr. Pichai Dusdeekulchai \nIndependent Director \n4. Mr. Teerapat \nSanguankotchakorn \nIndependent Director \n5. Mrs. Watanan Petersik* \nIndependent Director \n6. Mr. Suthad Setboonsarng** \nIndependent Director \nNotes : \n* Mrs. Watanan Petersik was appointed as a director, effective 4 April 2023, and as a member of the Audit Committee, \neffective 1 May 2023. \n** Mr. Suthad Setboonsarng resigned as a director, effective 4 April 2023. \nBoard Skill Matrix \nDirector \nExpertise \nFinance\/Accounting \nMarketing\/Logistics \nManagement \nTechnical\/ \nEngineering \nBusiness Relations \nEconomics \nCorporate Strategy\/ \nInternational \nManagement \nMining \nEnergy \nOil and Gas \nTechnology \n1. Mr. Chanin Vongkusolkit \n\/ \n\/ \n\/ \n\/ \n\/ \n\/ \n\/ \n\/ \n2. Mr. Teerana Bhongmakapat \n\/ \n\/ \n\/ \n\/ \n\/ \n\/ \n3. Mr. Piriya Khempon \n\/ \n\/ \n\/ \n\/ \n4. Mr. Anon Sirisaengtaksin \n\/ \n\/ \n\/ \n\/ \n\/ \n5. Mr. Buntoeng Vongkusolkit \n\/ \n\/ \n\/ \n\/ \n6. Mr. Pichai Dusdeekulchai \n\/ \n\/ \n\/ \n\/ \n7. Mr. Teerapat Sanguankotchakorn \n\/ \n\/ \n\/ \n\/ \n8. Mrs. Watanan Petersik* \n\/ \n\/ \n\/ \n\/ \n\/ \n9. Mr. Metee Auapinyakul \n\/ \n\/ \n\/ \n\/ \n10. Mr. Ongart Auapinyakul \n\/ \n\/ \n\/ \n\/ \n\/ \n11. Mr. Verajet Vongkusolkit \n\/ \n\/ \n\/ \n\/ \n\/ \n12. Mr. Sarayuth Saengchan \n\/ \n\/ \n\/ \n\/ \n\/ \n13. Ms. Somruedee Chaimongkol \n\/ \n\/ \n\/ \n\/ \n\/ \n\/ \n14. Mr. Suthad Setboonsarng** \n\/ \n\/ \n\/ \n\/ \n243 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","The qualifications of the five independent directors \nmeet the requirements of \u201cIndependent Directors\u201d \nof the Company, which are more stringent than \nthe Securities and Exchange Commission\u2019s criteria. \nTo comply with good corporate governance, \nthe Company places importance on building Board \ndiversity using the Board Skill Matrix to identify valuable \nskills, experiences, knowledge, and specialization \nneeded for the Company. Additionally, the Company\u2019s \ndirector nomination process prioritizes inclusion, actively \nseeking diverse candidates regardless of their gender, \nrace, nationality, or religion. This broader pool expands \nthe opportunity to identify the most suitable candidates \nfor the Company\u2019s strategy and business operations. \nAuthorized Signatory Directors \nAny two individuals from the group comprising \nMr. Chanin Vongkusolkit, Mr. Metee Auapinyakul, \nMr. Ongart Auapinyakul, or Ms. Somruedee Chaimongkol, \nare jointly authorized to sign documents bearing \nthe Company\u2019s seal. \nAuthority and Duties of Chairman \nof the Board \nTo ensure a clear division of policymaking and \nmanagement roles and to ensure effective management \noversight by the Board, the Company mandates that \nthe Chairman of the Board of Directors and the Chief \nExecutive Officer not be the same person. The Chairman \nof the Board of Directors is entrusted with various \nresponsibilities, including being a chairperson of board \nand shareholder meetings, collaborating with the Chief \nExecutive Officer on meeting agendas, and holding \na casting vote in the event of a tie. \nIf the Chairman of the Board is not an independent \ndirector, the Board of Directors shall promote the checks \nand balances of power and authority by ensuring that a \nmajority of the Board consists of independent directors \nand\/or appointing a designated independent director as \nthe Lead Independent Director to participate in setting \nthe board meeting agendas. \nDuties and Responsibilities of the Board \nof Directors \nThe Board of Directors is accountable to shareholders \nfor the Company\u2019s operations and its oversight \nof management, so that the Company\u2019s goals are met \nand shareholders\u2019 interests are maximized. The Board \nalso has a duty to ensure ethical conduct and best \ninterests of all stakeholders. \nThe Board of Directors is required to comply with \nthe laws, the Company\u2019s objectives and regulations, \nand the shareholders\u2019 meeting\u2019s resolutions. It must \nperform duties with integrity and safeguard the short-term \nand long-term interests of shareholders. Additionally, \nthe Board has to ensure compliance with the rules \nand regulations of the Stock Exchange of Thailand (SET), \nthe Securities and Exchange Commission (SEC), and \nthe Capital Market Supervisory Board, which was \nestablished according to B.E 2535, as amended by \nthe Securities and Exchange Act (No.5), B.E. 2559. \nThe Board formulated \u201cThe Practices for the Board \nof Directors of Banpu Public Company Limited, \nB.E. 2552\u201d as guidelines for the Board of Directors. \nThe handbook outlines definitions, composition and \ncriteria of the Board, directors\u2019 qualifications, terms of \noffice and retirement, duties and responsibilities of the \nBoard as well as meetings and voting procedures. It was \namended in 2011, 2012, 2014, 2017 (Amendment No. 5 \nand No. 6), and in 2022 to reflect changing responsibilities \nand business landscape as well as to enhance good \ncorporate governance of the Board of Directors. \nCLICK HERE \nRegulations Governing Directors Holding \nPositions in Other Companies \nTo ensure that directors can dedicate adequate time \nto perform their duties, the Company requires that \ndirectors shall not serve on the boards of more than \nfive listed companies, which is considered one of \nFor complete information on \n\u201cThe Practices for the Board of Directors \nof Banpu Public Company Limited\u201d, \nPlease scan the QR Code \nor clicking on \u2018CLICK HERE\u2019 \n244 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","The Audit Committee \nThe Audit Committee consists of three independent \ndirectors. \n1. Mr. Teerana Bhongmakapat \nChairman of \nthe Committee \n2. Mrs. Watanan Petersik* \nMember \n3. Mr. Pichai Dusdeekulchai \nMember \n4. Mr. Suthad Setboonsarng** \nMember \nThe Audit Committee has a duty to review the \nCompany\u2019s financial statements, the sufficiency of \ninternal control and audit systems, and compliance with \napplicable laws and regulations. The Audit Committee \nis responsible for selecting and appointing the \nCompany\u2019s auditors, determining their compensation, \nas well as terminating their appointment. The Committee \nreviews connected transactions or transactions that may \nlead to a conflict of interest to ensure accuracy, fair and \ntransparency for the utmost benefits to the Company \nand shareholders. Key risks, such as commodity \nprice risk, cybersecurity risk, and IT risk, are also \nwithin the purview of the Audit Committee. Moreover, \nthe Committee reviews and oversees compliance with \nthe Anti-corruption Policy and the independence of \nthe Global Internal Audit Department, including their \nwork plan, performance, budgets, and workforce. \nIt also approves the appointment, assesses performance, \nand relocates or dismisses the Head of the Global \nInternal Audit. \nThe Audit Committee is chaired by Mr.Teerana \nBhongmakapat. All committee members are \nknowledgeable and competent and have sufficient \nexperience in accounting and finance for overseeing the \naccuracy and creditability of the Company\u2019s financial \nstatements. \nIn the Audit Committee meeting No. 1\/2018, held on \n16 January 2018, Ms. Wiyada Wiboonsirichai was \nappointed as Secretary of the Audit Committee, effective \nfrom 16 January 2018. Ms. Wiyada Wiboonsirichai has \nmore than 30 years of experience in managing and \nconducting professional internal audits in accordance \nwith international standards. She is a Certified Public \nAccountant (CPA) and a Certified Internal Auditor (CIA) \nwith expertise in business strategy, internal control of \nkey risks, and sustainable business operations. \nNotes : \n* Mrs. Watanan Petersik (Person No. 2) was appointed as a member \nof the Audit Committee, effective 1 May 2023. \n** Mr. Suthad Setboonsarng (Person No. 4) resigned as a director, effective \n4 April 2023. \nFor complete information on \n\u201cThe Audit Committee Charter\u201d, \nPlease scan the QR Code \nor clicking on \u2018CLICK HERE\u2019 \nthe qualifications of the directors (see the Practices for \nthe Board of Directors of Banpu Public Company \nLimited\u2019s Section 5.1 Clause (5) General Qualifications \nof Directors, effective from 19 December 2014 onward). \nThe Board also stipulated in the Corporate Governance \nPolicy on the regulations governing directors holding \npositions in other companies: \u201cHolding directorship \nposition in other company, other than group companies, \nCEO must get an approval from the Board of Directors.\u201d \nSub-committees \nThe Board of Directors set up four sub-committees, \nnamely, the Audit Committee, the Corporate Governance \nand Nomination Committee, the Compensation \nCommittee, and the Environment, Social and Governance \n(ESG) Committee. A charter was formulated for each \nsub-committee to be applied as their guiding principles. \nThe Board concluded that the chairperson of each \nsub-committee should be an independent director. \nCurrently, the chairpersons of the Audit Committee \nand the Environment, Social, and Governance (ESG) \nCommittee are independent directors. The terms of office \nfor these committees is three years, from May 2022 \nto the date of the Annual Shareholder\u2019s Meeting in 2025. \nCLICK HERE \n245 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","For complete information on \n\u201cThe Corporate Governance and \nNomination Committee Charter\u201d, \nPlease scan the QR Code \nor clicking on \u2018CLICK HERE\u2019 \nFor complete information on \n\u201cThe Compensation Committee Charter\u201d, \nPlease scan the QR Code \nor clicking on \u2018CLICK HERE\u2019 \nCLICK HERE \nCLICK HERE \nThe Corporate Governance and Nomination \nCommittee \nconsists of four directors, namely one independent \ndirector and three non-executive directors. \nThe Compensation Committee \nconsists of four members, namely three independent \ndirectors and one non-executive director. \n1. Mr. Anon Sirisaengtaksin \nChairman of \nthe Committee \n2. Mr. Piriya Khempon \nMember \n3. Mr. Verajet Vongkusolkit \nMember \n4. Mr. Sarayuth Saengchan \nMember \n1. Mr. Buntoeng Vongkusolkit \nChairman of \nthe Committee \n2. Mr. Teerana Bhongmakapat \nMember \n3. Mr. Suthad Setboonsarng* \nMember \n4. Mr. Teerapat Sanguankotchakorn \nMember \nThe Corporate Governance and Nomination Committee \nhas two major duties: \n1) Reviewing the Corporate Governance Policy \nand the Code of Conduct: The Committee ensures \ncompliance with the policy and monitors practices \nwithin the Banpu\u2019s Code of Conduct. \n2) Identifying and nominating directors and the \nChief Executive Officer: The Committee oversees \nsuccession planning, identifying suitable candidates \nfor management positions at the department head \nlevel and above. It then presents recommendations \nto the Board of Directors for approval or for proposing \nto the shareholders\u2019 meeting, as appropriate. \nApart from that, the Corporate Governance and \nNomination Committee provides suggestions for \nthe Board of Directors regarding the performance \nevaluation method for directors and sub-committees. \nTogether with the Board of Directors, it also completes \nthe evaluation, and monitors improvements following \nthe evaluation. In 2013, the Committee introduced an \nevaluation form for sub-committees which was used \nfor the first time for all the four sub-committees in their \n2012 performance evaluation. Additionally, in 2014, \nthe Committee introduced an evaluation form for the \nassessment of individual directors\u2019 performance which \nhas been used since then. \nNote \n: \n* Mr. Suthad Setboonsarng (Person No. 3) resigned as a director, effective \n4 April 2023. \nThe Compensation Committee is responsible for \nrecommending matters related to compensation \nmanagement to the Board of Directors for approval or \nsubmission to the shareholders\u2019 meeting, depending \non the nature of the matter. The key responsibilities \nof the Committee are as follows: \n1) To recommend guidelines on compensation \ncriteria, methods of compensation payments, and \nother benefits for the Board of Directors, other sub- \ncommittees appointed by the Board, and any other \npersons attending the Board of Directors\u2019 meetings \nand\/or sub-committee meetings. \n2) To consider and recommend a compensation \nscheme, including other benefits, and criteria for \nevaluating the Chief Executive Officer\u2019s annual \nperformance. \n3) To review the structure and critera for compensation \nstated in Clause 1 and 2 to ensure alignment with the \nindividual\u2019s roles and responsibilities, the Company\u2019s \noperating results, and market conditions. \n4) To review overall budgets for salary increases, \nannual bonus payments, and provisions of other staff\u2019s \nfringe benefits. \n246 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)","For complete information on \n\u201cThe Environment, Social and \nGovernance (ESG) Committee Charter\u201d, \nPlease scan the QR Code \nor clicking on \u2018CLICK HERE\u2019 \nCLICK HERE \nThe Environment, Social, \nand Governance Committee \nconsists of three independent directors. \n1. Mr. Piriya Khempon \nChairman of \nthe Committee \n2. Mr. Pichai Dusdeekulchai \nMember \n3. Mr. Teerapat Sanguankotchakorn \nMember \nThe Board of Directors\u2019 Meeting \nThe Board of Directors convenes at least once a month \non the final week of every month except for February \nand December when the Board convenes on the \nsecond week. Any additional meetings may be held if \nnecessary. At every meeting, there are clear agenda \nitems. A complete set of supporting documents is sent \nto the Board of Directors at least seven days in advance \nof the meeting to allow the Board an opportunity to \nproperly review the information before the meeting. \nThe inclusion of an agenda item after the distribution \nof documents is permissible only under exceptional \ncircumstances and when justified. Furthermore, such \nan addition requires approval from the Chairman of the \nBoard. Each meeting lasts approximately three and a \nhalf hours. During the meeting, all directors may openly \nvoice their opinions. The Chairman of the Board must \nsummarize views and board resolutions. If any director \nhas a conflict of interest in a matter being considered \nby the Board, the director must leave the meeting room. \nMinutes of all the meetings are documented and \nsubsequently signed by the Chairman of the Board \nand the Company Secretary upon approval. These \nminutes and associated agenda documents are kept \nin both physical and electronic formats to be used \nas reference for directors or related persons. All the \ndocuments are securely stored for a minimum of five \nyears, with a safeguard system in place to prevent \nany alteration or unforeseen disasster. \nThe Board of Directors\u2019 Meeting and Voting \nProcedure \nThe Company prescribed the voting procedure in \nthe Board of Directors\u2019 meeting as follows: \u201cAt least \nhalf of the directors shall be required to form a quorum. \nTo pass resolutions, the quorum of the meeting shall be \nat least two-thirds of all the directors.\u201d (The Practices \nfor the Board of Directors of Banpu Public Company \nLimited, Re: Board of Directors, section 8.5, effective \n19 December 2014). \nThe Environmental, Social and Governance (ESG) \nCommittee is accountable to the Board of Directors \nfor the oversight of ESG operations through: \n1) Oversight of policies, management as well as \ntargets and performance relating to ESG aspects \n2) Review and monitoring of stakeholder engagement \nprocess and materiality assessment to ensure that \nall stakeholder expectations are identified, included \nin materiality assessment, and managed properly \n3) Review and monitoring of the ESG risk management \nperformance \n4) Oversight of the Company\u2019s ESG disclosure \n247 \nBusiness and Operational Results \nCorporate Governance \nCerti\ufb01cation of Information and Data Accuracy","Non-Executive Directors\u2019 Meetings \nA non-executive directors\u2019 meeting without the \npresence of management was held on 28 October \n2023, 10.00-12.00 hours, at Rajpruek Club, Bangkok. \nTwelve non-executive directors convened a meeting \non the following agenda items. \n1. Senior Management Succession Plan \n2. CEO Performance in 2023 \nSummary of Directors\u2019 Meetings in 2023 \nThe Company discloses the information and details of \nthe Board of Directors\u2019 Meetings in 2023 in the table \n\u201cThe Board of Directors\u2019 Meeting\u201d on page 268. \nRemuneration of the \nBoard of Directors \nThe Board of Directors delegated the Compensation \nCommittee to review the remuneration structure and \nsystem and the appropriate amount of remuneration \nfor the Company\u2019s directors and senior management. \nIt is prescribed as a policy that remuneration must be \nappropriate to roles, duties, and responsibilities and \ncompetitive within the relevant job market and business \nlandscape. Executive remuneration is determined based \non individual performance to incentivize effectiveness. \nThe remuneration of the Board of Directors consists \nof a monthly salary and allowance for each meeting \nattended. Annual remuneration in the form of bonuses \nwill be linked to the dividend paid out to shareholders, \nand the payment of the Board of Directors\u2019 remuneration \nmust be approved by the shareholders\u2019 meeting. \nIn 2023, the shareholders\u2019 meeting determined remuneration for each committee in relation to remuneration for \ncommittees in other business groups. The remuneration for the Board and all committees in 2023 increased \nby 15.8% from 2022, as shown in the table below. \nDetails \nChairman \nVice \nChairman \nDirector\/ \nMember \n1. \nRemuneration of the Board of Directors \n1.1 Monthly Compensation (THB\/month) \n90,350 \n79,925 \n69,500 \n 1.2 Meeting allowance for the Board of Directors \n paid for each meeting attendance (THB\/meeting) \n45,175 \n39,970 \n34,750 \n2. The Audit Committee \n54,210 \n- \n41,700 \npaid for each meeting attendance (THB\/meeting) \n3. The Corporate Governance \nand Nomination Committee \nThe Compensation Committee \nThe Environment, Social, \nand Governance Committee \n45,175 \n- \n34,750 \npaid for each meeting attendance (THB\/meeting) \n248 \nBanpu Public Company Limited \nANNUAL REPORT 2023 \n(56-1 ONE REPORT)"]