Powered by the S&P Global CSA Annual Report 2021 (Form 56-1 One Report) IRPC Public Company Limited
VISION TO SHAPE MATERIAL AND ENERGY SOLUTIONS IN HARMONY WITH LIFE
I INDIVIDUAL OWNERSHIP R RESULT ORIENTED P PROMISE AND DELIVER C CONTINUOUS IMPROVEMENT D DO THINGS TOGETHER N NO BIAS A ACTIVELY SOLVE THE PROBLEM MISSION TO DELIVER WITH INNOVATIONS THE BETTER ATTRIBUTES AND SOLUTIONS OF SUSTAINABLE MATERIAL AND ENERGY FOR THE FUTURE INDIVIDUAL OWNERSHIP SYNERGY PERFORMANCE EXCELLENCE INNOVATION RESPONSIBILITY FOR SOCIETY INTEGRITY & ETHICS TRUST & RESPECT VALUES
IRPC seeks to build material innovation knowledge base to create value and satisfy the needs of modern society and energy efficiency for a better life in harmony with the environment. MATERIAL Building on the solid foundation of our petrochemical business, IRPC actively pursues material innovation solutions to the modern lifestyle of today and tomorrow. ENERGY The technological accomplishment of IRPC’s petroleum business is the driving force behind diversification into new, alternative energy businesses of the future to meet the eco-efficiency requirements of the changing world of low-carbon business and green society. SOLUTIONS IRPC’s quest for new businesses that provide creative solutions to the new eco-friendly lifestyle is based on its knowledge base of material innovation and energy expertise, guided by its vision and supported by an extensive network of partners.
2 3 INNOVATION COMPANY KNOWLEDGE BASE FOR SMART MATERIAL AND SMART ENERGY MINDSET SOLUTION To transform IRPC into an innovation company that thrives on its solid knowledge base and a culture of innovation to achieve excellence in everything it sets out to do for a better tomorrow. To focus effective use of materials and smart energy solutions from IRPC’s body of knowledge to satisfy the society’s every need while maintaining a livable environment. To foster a new mindset that constantly seeks out creative ways of doing business to make positive contribution to every life and the environment. In order to continue achieving goals and success going forward, IRPC must embark on a new journey, in other words, adjusting to IRPC New Normal, with firm emphasis on sustainable growth and a delicate balance between economic, social and environmental well-being.
NEW FRONTIER 4 5 6 EBITDA 35,000 MB IN 2030 GHG REDUCTION IN 2030 To diversify business by stepping out of the petrochemical industry in order to reach out to diverse consumer groups wherever they are in the world while building new network of business partners. To aim for IRPC’s EBITDA of Baht 35,000 million by 2030. To target to reduce 20% of the current greenhouse gas emissions in 2030.
Contents 002 Vision, Mission, Values 010 Key Performance 012 Financial Highlights 014 Key Developments in Sustainable Growth 020 Awards of Recognition for Success 026 Message from the Board of Directors 028 Board of Directors 045 Organizational Structure 046 Management Team 054 Report of the Audit Committee 056 Message from Chairman of the Corporate Governance Committee 058 Message from the Chairman of the Nomination and Remuneration Committee 060 Message from the Chairman of the Risk Management Committee 067 Structure and Business Operations of IRPC 101 Risk Management 109 Business-Driven Sustainability 161 Management Discussion and Analysis (MD&A) 185 General Information and Other Important Information 01 SECTION BUSINESS OPERATIONS AND PERFORMANCE
197 Corporate Governance Policy 220 Corporate Governance Structure and Important Information about the Board of Directors, Sub-committees, and Executives 253 Report on Key Corporate Governance Activities 273 Internal Control and Connected Transactions 287 Report of the Board of Directors’ Responsibilities for the Financial Reports 288 Report of the Independent Certified Public Accountants 293 Financial Statements 303 Notes to the Financial Statements 0203 SECTION SECTION CORPORATE GOVERNANCE FINANCIAL STATEMENTS Attachment 379 About This Report 380 Assurance Report
KEY PERFORMANCE Net Sales Net Sales Sales Distribution Net Profit 300,000 200,000 100,000 0 15,000 10,000 5,000 0 (5,000) (10,000) 2019 2019 216,577 14,505 2020 2020 152,319 (6,152) (1,174) 2021 2021 235,174 (Unit: Million Baht) (Unit: Million Baht) (Unit: Million Baht) 10 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Petroleum Products Total Assets Petrochemical Products Total Liabilities and Equity 200,000 150,000 100,000 50,000 0 200,000 150,000 100,000 50,000 0 2019 2020 2021 177,850 173,491 190,492 (Unit: Million Baht) (Unit: Million Baht) (Unit: Million Baht) 2019 Equity Total Liabilities 2020 2021 83,402 75,666 87,712 94,448 177,850 97,825 173,491 102,780 190,492 11 Key Performance IRPC PUBLIC COMPANY LIMITED
FINANCIAL HIGHLIGHTS 2021 2020 2019 Statement of Financial Position Current Assets 67,200 43,371 43,647 Total Assets 190,492 173,491 177,850 Current Liabilities 47,543 44,059 45,707 Total Liabilities 102,780 97,825 94,448 Shareholders’ Equity 87,712 75,666 83,402 Registered Capital 20,475 20,475 20,475 Issued and Paid-up Capital 20,434 20,434 20,434 Statement of Income Sales Revenues (1) 255,115 174,463 239,315 Net Sales Revenues (2) 235,174 152,319 216,577 Cost of Sales 228,989 174,491 236,569 Gross Profit (loss) 26,126 (28) 2,745 Selling Expenses 2,105 1,375 1,464 Administrative Expenses 5,673 5,718 5,592 Profit (loss) from Operations 17,914 (6,115) (356) Net Profit (loss) 14,505 (6,152) (1,174) Net Profit (loss) per Share (baht) 0.71 (0.30) (0.06) Statement of Cash Flows Net cash flows from (used in) operating activities 11,342 11,149 7,527 Net cash flows from (used in) investing activities (2,853) (3,871) (5,954) Net cash flows from (used in) financing activities (6,104) (1,462) (874) Net increase in cash and cash equivalents 2,385 5,815 698 Cash and cash equivalents at the beginning of the period 8,851 3,036 2,338 Cash and cash equivalents at the end of the period 11,236 8,851 3,036 Condensed Consolidated Financial Statements (Unit: Million Baht) Notes: (1) Sales revenues include sales of petroleum, petrochemical, power and utilities, storage tank, port service, etc. (2) Net sales revenues include sales of petroleum (excluding excise tax), petrochemical, power and utilities. 12 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
2021 2020 2019 Liquidity Ratio Current Ratio (times) 1.41 0.98 0.95 Quick Ratio (times) 0.53 0.42 0.29 Cash Flow Current Ratio (times) 0.25 0.25 0.16 Account Receivable Turnover Ratio (times) 21.74 17.63 21.41 Collection Period (days) 17 21 17 Inventory Turnover Ratio (times) (1) 8.34 7.40 8.69 Inventory Period (days) 44 49 42 Accounts Payable Turnover Ratio (times) 8.70 7.14 9.26 Payment Period (days) 42 51 39 Cash Cycle (days) 19 19 20 Profitability Ratio Gross Profit Margin 10.24% (0.02%) 1.15% Net Profit Margin (2) 5.69% (3.53%) (0.49%) Return on Equity 17.79% (7.75%) (1.38%) Efficiency Ratio Return on Asset 7.97% (3.50%) (0.65%) Total Asset Turnover Ratio (times) 1.41 1.00 1.34 Financial Policy Ratio Debt to Equity Ratio (times) 1.17 1.29 1.13 Interest-bearing Debt to EBITDA Ratio (times) (3) 2.29 12.90 9.79 Net Interest-bearing Debt to EBITDA Ratio (times) (4) 1.92 11.64 9.34 Interest-bearing Debt to Equity Ratio (times) 0.70 0.82 0.71 Net Interest-bearing Debt to Equity Ratio (times) 0.57 0.70 0.67 Interest Coverage Ratio (times) 15.52 2.47 3.09 Dividend Payout Ratio 31% n.a. n.a. Book Value per Share (baht/share) 4.29 3.70 4.08 Key Financial Ratios Notes: (1) Inventory turnover ratio = cost of sales divided by net inventory (average) (2) Net profit margin ratio = net profit divided by sales revenues (3) Interest - bearing debt to EBITDA ratio = interest-bearing debt (average) divided by earnings before interest, taxes, depreciation and amortization (EBITDA) (4) Net Interest-bearing debt to EBITDA ratio = net interest-bearing debt - cash (average) divided by earnings before interest, taxes, depreciation and amortization (EBITDA) 13 Financial Highlights IRPC PUBLIC COMPANY LIMITED
The vision “To Shape Material and Energy Solutions in Harmony with Life” and the mission “To Deliver with Innovations the Better Attributes and Solutions of Sustainable Material and Energy for the Future.” The focus is on creativity and ability to meet the needs of customers and suppliers through material innovations and energy efficiency on the pathway towards sustainable development, guided by corporate governance. Ultra Clean Fuel (UCF) project for fuel quality improvement to produce EURO 5 standard diesel, and combat air pollution A 13-billion-baht project to upgrade IRPC refinery to produce EURO 5-compliant diesel. Agreements have been signed to engage contractors and project adviser in September 2021. Project’s progress status: on-track, according to work plan. Commercial product is expected in 2024. UCF is a large investment project that will create added value to the industry and the country's economy in line with the government’s policy requiring EURO 5 standard diesel from 1 January 2024 as part of the effort to combat air pollution. New vision and mission to meet customer’s future needs, and drive business for sustainability Key Developments in Sustainable Growth IRPC set for EURO 5 diesel standard in 2024 “Shape What's Good for Tomorrow” IRPC The New Vision 14 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Innovative medical-grade plastic pellets contribute to resilience of Thai public health IRPC is the first company in the country that has successfully developed and manufactured innovative, medical-grade plastic pellets "PP Melt Blown." This reduces Thailand’s dependence on imports, thus contributing to resilience of Thai public health. New business, harnessing the power of innovation and technology to help improve the livelihood of Thai farmers IRPC’s entry to a new business, based on successful development of Nano Zinc Oxide plant nutrient product and "White Bear Fertilizer” under "REINFOXX" trademark, which help increase yields, lower costs and improve the livelihood of farmers. Establishment of Innopolymed Co., Ltd. to focus on production of medical devices, and reduce dependence on imports A joint venture between IRPC and Innobic (Asia) Ltd., which is a subsidiary of PTT Public Company Limited, to manufacture and trade in non-woven fabrics, main rawmaterials for the production of facemasks, N95masks, PPE suits and air filters, and the production of Nitrile Butadiene Latex (NBL), the raw material for nitrile gloves or medical gloves. Commercial production was scheduled for the first quarter of 2022. This will help reduce dependence on imports of raw materials and improve the competitiveness of Thailand’s medical device manufacturing industry. Innobic & IRPC formed Innopolymed Co., Ltd., a medical supply manufacturer Medical face mask facts 15 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
The IBM Robotic Process Automation (RPA) with Automation Anywhere, deployed by Metro Systems Corporation Plc., enables IRPC to automate the production cost reporting from multiple systems and makes it 86 per cent faster. The IBM technology also allows IRPC to easily and quickly automate its financial processes on a large scale. This is part of IRPC 4.0 strategic plan to enhance operational efficiency and transform itself into a modern company driven by innovation and digital technologies. IRPC in joint venture with Navamindradhiraj University to establish Vajira Lab for Society Co., Ltd. A laboratory center, the first in Thailand and Southeast Asia, to provide consulting services, conduct quality testing, provide certification services. The aim is to raise standard of medical equipment to provide medical personnel and the general public access to quality products that meet internationally accepted standards. The goal is to become a leading quality testing and certification services provider in Southeast Asia by 2024. IRPC successfully issues 1.2 billion baht debentures IRPC has completed fund raising from the issuance of unsubordinated, unsecured debenture, with a debenture holders’ representative, in the amount of 12,000 million baht, with tenor of 3-15 years. The debentures, which have a fixed coupon rate of 1.77%-4.10% per annum, have been rated by Fitch Ratings (Thailand) Co., Ltd., with the latest credit rating A- (tha). The debentures received an overwhelming response, reflecting investors’ confidence in IRPC’s strong fundamentals. IRPC deploys IBM Robotic Process Automation for its financial processes to improve efficiency, accuracy and speed as well as reduce costs “IRPC promote IRPC 4.0” with RPA l Metro Product 16 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Fire extinguishing tank project to mitigate impact of forest fires In 2021, IRPC delivered 318 empty 200-liter oil tanks to support the Forest Fire Control Special Operations Team (Fire Hawk) of the Bureau of Forest Protection and Forest Fire Control, the Royal Forestry Department, Ministry of Natural Resources and Environment. The tanks are used as containers of water to fight forest fires, a serious problem that causes damage to forest areas, wildlife, communities and worsens climate change situations. IRPC joins Global Compact Thailand forum, declaration of intention to tackle global warming crisis At the Global Compact Network Thailand Annual Forum (GCNT Forum) 2021: Thailand's Climate Leadership Summit 2021, IRPC pledged to achieve Net Zero target by 2050. IRPC receives Low Carbon and Sustainable Business Index (LCSi) Award 2021 The award granted by Thailand Greenhouse Gas Management Organization (TGO) in recognition of the implementation of various projects in line with low-carbon and sustainable business practices, such as the IRPC Floating Solar Project, the largest floating solar power generation project in Southeast Asia. It is expected to reduce greenhouse gas emissions by approximately 9,459 tons of carbon dioxide equivalent per year. Another solar power system was installed for water pumps and systems under the Lam Sai Yong Model project at the Center for the Development of Persons with Disabilities, Udon Thani Diocese, Udon Thani Province, and Nong Yang Village in Buriram Province, etc. Fire extiguisher tank project 17 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
Support for medical education institutions • Support for King Mongkut Chaokhunthahan Hospital Foundation, Ladkrabang, in medical technology research programs. • Support for Navamindradhiraj University in academic programs and development of new medical capabilities. IRPC Smart Farming IRPC signed a memorandum of understanding on technical cooperation in applying water management knowhow and the use of innovative agricultural technology at IRPC Smart Farming project at the Center for the Development of Persons with Disabilities, Udon Thani Diocese, which will be developed into a learning center and model Smart Farming project to create jobs and generate incomes for persons with disabilities. Scholarship programs • Provide scholarships to create learning opportunities to schools in the areas surrounding the IRPC industrial zones. • Award scholarships to students at the Faculty of Medicine, Chulalongkorn University, in targeted disciplines that align with IRPC’s strategy to pursue innovations in medical equipment, and health and hygiene products to meet the needs of healthcare professionals and consumers in the future as well as to contribute to the strengthening of the country’s medical equipment manufacturing industry and resilience of the public health system. IRPC Technological College IRPC Technological Col lege s igned a cooperation agreement with Energy Complex Company Limited (EnCo) to support academic activities to develop personnel’s potential to become part of highly capable and technologically literate workforce for the future. IRPC Smart Farming 18 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
The company organized IRPC CG DAY 2021 activities to campaign, promote and create corporate governance awareness and mindset as well as code of business conduct, respect for the human rights by combining the Supplier Conference and CG Conference activities under the concept “Synchronization for the Life Balance.” IRPC Cubic Academy Season 7 IRPC and IRPC Oil Company Limited have received certificate of accreditation and membership extension of the Thai Private Sector Collective Action Coalition Against Corruption (CAC). GO LIVE E-Compliance library of compliance-related information Using digital systems in managing compliance and assessing conformity, enabling the company to manage risks and get an overview of corporate compliance with greater convenience and efficiency. IRPC Oil Company Limited received certificate of accreditation and membership of Thai Private Sector Collective Action Coalition Against Corruption (CAC). IRPC Cubic Academy Season 7 19 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
Awards of Recognition for Success from the Department of Rights and Liberties Protection, Ministry of Justice, for the third consecutive year 2nd runner-up, “UN Women 2021 Thailand WEPs Awards” for advancing gender equality through Communi and Industry Engagement & Partnerships (Community Engagement & Partnerships) (UN Women) • Sustainability Awards of Honor • Best Investor Relations Awards from the Stock Exchange of Th in collaboration with the Banki Finance Journal 20 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
from the Asian Network for Quality (ANQ) from IRPC Unite in the fight against COVID-19 Project CSR-DIW Awards 2021 for 12 IRPC’s factories from the Department of Industrial Works, Ministry of Industry “Excellent” CG Rating for 13th consecutive year organized by the Stock Exchange of Thailand (SET) and the Thai Institute of Directors 21 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
in organization category, in the field of social innovation to improve quality of life of persons with disabilities from the For Thai Society Foundati The Alpha Southeast Asia Awards 2021 organized by Alpha Southeast Asia Magazine. • Best Strategic Corporate Responsibility • Best Senior Management Investor Relations Support • Most Consistent Dividend Policy ECO Factory for 6 plants from the Institute of Industrial Environment, Federation of Thai Industries 22 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Listed in the Dow Jones Sustainability Index “DJSI” for the 8th consecutive year, reaffirming IRPC’s business operations in accordance with the sustainable development policy IRPC Oil Company Limited received from HRH Princess Maha Chakri Sirindhorn Thailand Corporate Excellence Awards 2021 ecognition for overall management excellence for medium-sized erprises, organized by the Thailand Management Association and Sasin duate Institute of Business Administration, Chulalongkorn University The Cogeneration and Steam Power Plant (CHP & PW) and Deep Catalytic Cracking Plant (DCC) have been registered for the Carbon Footprint labels of organization from Thailand Greenhouse Gas Management Organization (TGO) The Green Industry Award Level (Green Culture Factor from the Ministry of Indust Upstream for Hygiene and Value-Added Products (UHV) and Lube Base Oil (LBOP) Plants have been registered for Carbon Footprint labels of organization from Thailand Greenhouse Gas Management Organization (GTO) In the Oil and Gas Refining and Marketing Industry from S&P Global 23 Key Developments in Sustainable Growth IRPC PUBLIC COMPANY LIMITED
We Care by IRPC IRPC and its network of partners collaborate and drawon each other's experience to deliver aid in a number of ways such as supplying fuel, plastic field hospital beds, face masks, PPE gowns, alcohols, food boxes, drinking water, and many other excellent projects as a demonstration of IRPC’s heartfelt care and commitment to being a small part of society to assist Thai people in working together to overcome the crisis. • Launch a registration system for vaccination in Rayong by allowing the general public to register for COVID-19 vaccination via the website: www.ระยองสู้โควิด.irpc.co.th • Supply 50,000 liters of gasoline to be distributed to several temples’ crematoriums as the last pit stops to serve the victims of COVID-19 so as to help lessen people’s grief. • IRPC Sport Complex Vaccination Center, IRPC has been given the opportunity to fulfill the government policy by utilizing IRPC’s properties as a COVID-19 vaccination center for the industrial sector to relieve the burden of public health agencies and Rayong province, one of the provinces in the Eastern Economic Corridor (EEC) which is an important force in driving the country's economy 24 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
• IRPC and its network of partners collaboratively develop innovative, strong, and durable field hospital beds made of specialty polymers to be distributed to field hospitals and community isolation centers in Bangkok and other regions nationwide with high outbreaks. • “Satisfaction…One Shop, A Hundred Full Stomachs” Project helps boost the business of restaurant operators affected during the lock down by ordering food boxes to be delivered to vulnerable people in various communities of Rayong. • “Friends Help One Another” Project - IRPC Ayutthaya Oil Depot and IRPC volunteers visited to give encouragement and assistance to employees and communities affected by the floods in Ayutthayaprovinceby providing survival bags and helping them relocate their belongings to higher ground. • Send volunteer engineers to repair the Negative Pressure Room control system for hospitals to be ready to serve infected patients. Durable field hospital bed innovations for Covid-19 patients 25 56-1 ONE REPORT 2021 IRPC PUBLIC COMPANY LIMITED
Dear Shareholders, Signs of global economic recovery have emerged since 2021, but uncertainty lingered. At the height of COVID-19 pandemic, no country was spared from its devastating impacts. Damaging effects were felt by ordinary people, and all sectors of the economy, including themanufacturing industries, which came to a halt or had to reduce their activities. Mass vaccination and drastic measures taken in the fight against the coronavirus may have worked initially until the more contagious delta and omicron variants began to spread. In addition to Covid-related problems, companies everywhere had to watch out for risks associated with high global inflation and oil prices that have stayed high and stable following a strong rebound from a low base in 2020. The Dubai crude price averaged USD 69 per barrel in 2021. Be that as it may, Megatrends move inexorably forward, changing the way people live and do business. Such sweeping transformational forces compel businesses to change course, brings about new rules, regulations and standards. To capitalize on Megatrends, IRPC focuses on strategies to maintain competitiveness while adapting to rapid changes by setting a new vision andmission in anticipation of a new future. IRPC has announced our new vision “To Shape Material and Energy Solutions in Harmony with Life” and the mission “To Deliver with Innovations the Better Attributes and Solutions of Sustainable Material and Energy for the Future.” To ensure sustainable business growth going forward, IRPC has aligned its operations with the United Nations Sustainable Development Goals. In addition, IRPC has set 2030 quantitative financial and sustainability goals as follows: EBITDA Baht 35,000 million, greenhouse gas emission reduction by 20 per cent from its business plan. To achieve the targets, the company needs to create new revenue streams and raise new businesses’ share in its total income while maintaining the strength of its existing main businesses. IRPC has established a framework for implementing strategies and business direction, which focuses on Core Uplift based on existing internal strength and expertise to expand into Adjacent Businesses in a different value chain, while also on the lookout for Step Out Businesses to drive the company’s growth, guided by the new vision and mission to transform IRPC into a sustainable material and energy innovation company. Through various operations and projects in 2021, the company has pushed the proportion of specialty products 20 per cent by weight in its product portfolio and expanded into the market to health and personal hygiene businesses, etc. IRPC was first in the country to develop innovative PPMeltblown pellets, used as raw material for the manufacture of innovative non-woven fabric, capable of filtering out particles, such as PM 2.5 and germs. The company also made an entry to agricultural innovation market to improve the livelihood of Thai farmers with the introduction of ZnONANO, and investment inUltraCleanFuel (UCF) project tomeet thegovernment’snew fuel standard: Euro 5-compliant diesel, with commercial production expected in 2024. Along with the development of human resource management system to improve efficiency, leading to positive corporate culture in line with the company’s new vision and business growth plan through New Organization Agile Human project, as well as adopting digital and technology systems in all of the company’s operations, includingRobotic Process Automation (RPA) with Automation Anywhere in financial processes to lay the groundwork for further transformation along the pathway towards IRPC 4.0 under the company’s strategic plan. Message from the Board of Directors Mr. Kris Imsang Chairman, IRPC Public Company Limited Guided by the new vision and mission, IRPC Group has set ambitious financial and sustainability goals: EBITDA Baht 35,000 million and GHG emissions 20 per cent below the business-as-usual level by 2030. 26 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Another important achievement for IRPC is the collaboration with PTT to establish Innopolymed Co., Ltd. to build a non-woven fabric factory through Meltblown process. This project is expected to contribute to the stability and strength of the country’s medical device and supplies manufacturing industry and public health system. This is another milestone that signals IRPC’s readiness to shift its business operations to take on future opportunities and challenges. In addition, IRPC also cooperated with Navamindradhiraj University in a social enterprise project by co-founding Vajira Lab for Society, the first laboratory center in Thailand and Southeast Asia to provide medical device testing and certification of products, such as face masks, N95 masks, PPE suits, etc. Amid the COVID-19 pandemic, IRPC stays committed to its business growth and strategic plans to make positive contribution to the society along the pathway towards a sustainable and balanced growth. In solidarity with the rest of the society, IRPC has announced the “We Care by IRPC” project in collaboration with the public sector, PTT Group and our networks of suppliers and customers, to extend a helping hand to get people adversely affected by the coronavirus crisis back on their feet. Among the assistance programs we have provided is the development of field hospital beds made from specialty plastic pellets based on our technology and innovations. The hospital beds were manufactured and donated to field hospitals and waiting centers for COVID patients. The company also donated fuels for use at crematoriums throughout the country, as well as supported restaurant operators affected by lockdown measures while helping vulnerable people cope through “To Our Heart’s Content: One Shop...100 Meals Served” project, etc. With dedication and determination IRPC weathered the COVID crisis exceptionally well, and in 2021 delivered Baht 26,961 million in EBITDA and Baht 14,505 million in net profits. Thanks to outstanding performance according to its business strategy under its operational sustainability framework emphasizing transparency and accountability, IRPC has been selected as member of Dow Jones Sustainability Indices (DJSI) for the eighth consecutive year. In 2021, IRPC was recognized for its accomplishments on multiple fronts, receiving various rewards from renowned organizations, such as the Outstanding Human Rights Model Organization Award for three consecutive years (2019-2021), Best Investor Relations Awards and Thailand Sustainability Investment (THSI) for seventh consecutive year at the SET AWARDS 2021, among others. These awards are testament to IRPC’s sustainability business credentials as a good corporate citizen with social responsibility towards all stakeholders, environmental stewardship and corporate governance, instead of merely pursuing maximum profits and delivering good operating results. IRPC’s Board of Directors, executives and employees would like to thank all shareholders and stakeholders for their support to and confidence in IRPC. We would like to take this opportunity to reaffirm our commitment to performing our duties to the best of our ability and with total dedication to ensure sustainable business growth, guided by corporate governance principles, as well as to deliver maximum benefits in the best interests of all shareholders and stakeholders, while creating business and social value on a pathway towards a sustainable future. Mr. Chawalit Tippawanich President and Chief Executive Officer With prudence, astuteness and dedication amid the COVID-19 pandemic, IRPC managed to post net profits of Baht 14,505 million in 2021. As was the case in previous years, IRPC received numerous awards in recognition of its corporate governance accomplishments in terms of sustainability, transparency and accountability. 27 Message from the Board of Directors IRPC PUBLIC COMPANY LIMITED
1. Mr. Kris Imsang Chairman 2. Mr. Woothisarn Tanchai Independent Director/ Chairman of the Nomination and Remuneration Committee 3. Air Marshal Boonsuib Prasit Independent Director/ Chairman of The Corporate Governance Committee 4. Mr. Jumpol Sumpaopol Independent Director/ Member of the Audit Committee 5. Asst. Prof. Dr. Chaiyaporn Puprasert Independent Director/ Member of the Corporate Governance Committee 6. Mr. Ekniti Nitithanprapas Director/ Member of the Risk Management Committee 7. Mr. Supot Laosuarpha Director/ Member of the Corporate Governance Committee Board of Directors 2 3 5 6 7 4 1 28 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
8. Mr. Chawalit Tippawanich Director/ Member of the Risk Management Committee/ President and Chief Executive Officer/ Secretary of the Board of Directors 9. Miss Siriwan Chierapong Independent Director/ Member of the Audit Committee 10. Mr. Anusorn Sangnimnuan Independent Director/ Chairman of the Risk Management Committee 11. Mr. Somnuk Bomrungsalee Independent Director/ Chairman of the Audit Committee 12. Mr. Chansak Chuenchom Director/ Member of the Nomination and Remuneration Committee 13. Mr. Sukrit Surabotsopon Independent Director/ Member of the Risk Management Committee 14. Miss Peangpanor Boonklum Director/ Member of the Risk Management Committee 8 9 10 11 12 13 14 29 Board of Directors IRPC PUBLIC COMPANY LIMITED
Board of Directors, IRPC Public Company Limited Mr. Kris Imsang Age: 56 Years Appointed Positions: Chairman Date of being a Chairman 19 January 2021 Date of being a Director 2 December 2017 Years of being a Director 4 Years Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • Bachelor of Engineering (Civil Engineering), Chulalongkorn University • Certification in Top Executives in the Poom Palung Pandin Program, Class 3, Chulalongkorn University • Leadership Development Program III (LDP III), Class 2, PTT Public Company Limited • Top Executive Program, Class 23, Capital Market Academy (CMA) • Top Executive in Energy Program, Class 9, Thailand Energy Academy (TEA) • Diploma, National Defence College, The National Defence Course, Class 62, Thailand National Defence College • Certificate Course in Good Governance for Medical Executives, Class 9, King Prajadhipok’s Institute and the Medical Council of Thailand • The Role of the Board in IT Governance, Year 2020 Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 139/2010, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Mar. 2019 - Jan. 2021 Member of theNomination andRemuneration Committee, IRPC Public Company Limited Nov. 2019 - May. 2020 Senior Executive Vice President, Down Stream Business Group Alignment, PTT Public Company Limited Oct. 2018 - Oct. 2019 Senior Executive Vice President, Corporate Governance and Regulatory Affairs, PTT Public Company Limited Jan. 2018 - Sep. 2018 Senior Executive Vice President, OrganizationManagement and Sustainability, PTT Public Company Limited Dec. 2017 - Feb. 2019 Member of the Corporate Governance Committee, IRPC Public Company Limited Sep. 2017 - Oct. 2019 Chairman, Sarn Palung Social Enterprise Company Limited Mar. 2016 - Aug. 2019 Committee, Kamnoetvidya Science Academy (KVIS) Feb. 2016 - Dec. 2017 Senior Executive Vice President, Human Resources & Organization Excellence, PTT Public Company Limited Feb. 2015 - Nov. 2019 Chairman, Energy Complex Company Limited Aug. 2015 - Jan. 2016 Executive Vice President, Retail Marketing, PTT Public Company Limited Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Jan. 2021 - Present Chairman, IRPC Public Company Limited Jan. 2021 - Present Director/ Board of the Nomination and Remuneration Committee, PTT Oil and Retail Business Public Company Limited Jun. 2020 - Present Chief Operating Officer, Downstream Petroleum Business Group, PTT Public Company Limited Dec. 2017 - Present Director, IRPC Public Company Limited Board Member/ Management in Non-Listed Company - The Stock Exchange of Thailand Feb. 2021 - Present Board of Directors, Sirindhorn International Institute of Technology, Thammasat University (SIIT) Sep. 2020 - Present Chairman, PTT Tank Terminal Company Limited 2020 - Present Vice Chairman - FTI Academy Committee, The Federation of Thai Industries 2020 - Present Extraordinary Director, EU-Thai Business Council Jun. 2020 - Present Executive Director, Thailand Energy Academy Aug. 2019 - Present Qualified Member of the Committee for Social Enterprise Promotion 30 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Mr. Somnuk Bomrungsalee Age: 64 Years Appointed Positions: Independent Director/ Chairman of the Audit Committee Date of being a Director 9 April 2014 Date of being an Independent Director 1 October 2017 Date of being the Chairman of the Audit Committee 2 December 2017 Years of being a Director 7 Years 8 Months Possession of IRPC shares (%) No.of share IRPC: 50,000 Share Possession: 0.00024% Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • Bachelor of Engineering (Civil Engineering), King Mongkut’s University of Technology Thonburi (KMUTT) • Master of Public and Private Management, The National Institute of Development Administration (NIDA) • Advanced Master of Management Program, Class 2/2018, The National Institute of Development Administration (NIDA) • The Program for Senior Executive on Justice, Class 20/2015, Administration Batch, National Justice Academy • The Executive Program in Energy Literacy for a Sustainable Future, Class 5/2014, Thailand Energy Academy (TEA) • Executive Training Course 2, Class 5/2013, Office of the Civil Service Commission • Advanced Certificate Course Politics and Governance in Democratic Systems for Executives, Class 16/2012, King Prajadhipok’s Institute • Executive Training Course, Class 65/2009, Office of the Civil Service Commission • Energy Executive Course, Class 2/2008, Ministry of Energy • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 233/2017, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Feb. 2018 - 2019 Advisor, Energy Fund Administration Institute Nov. 2017 - 2018 Sub-Committee, State Audit Commission, Office of the Auditor General of Thailand Apr. 2016 - Nov. 2017 Member of the Nomination and Remuneration Committee, IRPC Public Company Limited Oct. 2016 - Sep. 2017 Deputy Secretary of Energy Oct. 2015 - 2019 Sub-Committee, Energy Commission, The National Legislative Assembly Jul. 2014 - Sep. 2016 Inspector General, Ministry of Energy Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Nov. 2018 - Present Independent Director/ Audit Committee/ Chairmanof NominationandRemuneration Committee, Megachem (Thailand) Public Company Limited Dec. 2017 - Present Chairman of the Audit Committee, IRPC Public Company Limited Oct. 2017 - Present Independent Director, IRPC Public Company Limited Apr. 2014 - Present Director, IRPC Public Company Limited Board member/ Management in Non-Listed Company - The Stock Exchange of Thailand None 31 Board of Directors IRPC PUBLIC COMPANY LIMITED
Mr. Anusorn Sangnimnuan Age: 67 Years Appointed Positions: Independent Director/ Chairman of the Risk Management Committee Date of being an Independent Director 27 August 2016 Date of being the Chairman of the Risk Management Committee 1 April 2021 Years of being an Independent Director 5 Years 4 Months Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • B.Sc. (Chemical Engineering), Chulalongkorn University • M.Eng. (Environmental Engineering), Asian Institute of Technology (AIT) • Ph.D. (Chemical Engineering), Monash University, Melbourne, Australia • Diploma, National Defence College, The joint State-Private Sector Course, Class 20, Thailand National Defence College • Leadership Program, Class 10, Capital Market Academy The Stock Exchange of Thailand • Advanced Diploma, Public Administration and Public Law, Class 5, King Prajadhipok’s Institute • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • DCP Refresher Course (DCP RE), Class 1/2008, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 62/2005, Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP), Class 40/2005, Thai Institute of Directors Association (IOD) • Finance for Non-Finance Directors Program (FND), Class 22/2005, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Sep. 2016 - Mar. 2021 Chairman of the Corporate Governance Committee, IRPC Public Company Limited 2014 - 2017 Independent Director, Pruksa Real Estate Public Company Limited 2014 - 2017 Chairman, The Transport Company Limited 2013 - 2017 Director, Office of The National Economic and Social Development Board 2013 - 2016 Director, The Krungthep Thanakom Company Limited Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Apr. 2021 - Present Chairman of the Risk Management Committee, IRPC Public Company Limited Aug. 2016 - Present Independent Director, IRPC Public Company Limited 2016 - Present Independent Director/ Chairman of the Corporate Governance Committee/ Member of the Nomination and Remuneration Committee, Pruksa Holding Public Company Limited 2016 - Present Director, B.Grimm Power Public Company Limited Board Member/ Management in Non-Listed Company - The Stock Exchange of Thailand None 32 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Mr. Woothisarn Tanchai Age: 63 Years Appointed Position: Independent Director/ Chairman of the Nomination and Remuneration Committee Date of being an Independent Director 19 June 2015 Date of being the Chairman of the Nomination and Remuneration Committee 19 June 2015 Years of being an Independent Director 6 Years 6 Months Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder of subsidiaries None Education/ Training • Bachelor of Science, Khon Kaen University • Master of Public Administration, National Institute of Development Administration (NIDA) • Master of Policy Science (M.P.S.), International Program, Saitama University, Japan • Public Law Certificate, Faculty of Law, Thammasat University • Public Director Certification Program (PDI), Class 1, King Prajadhipok’s Institute • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years 2011 - Aug. 2018 Member, the National Culture Commission 2011 - Oct. 2018 Sub-Committee, the Office of the Public Sector Development Commission (OPDC) Sep. 2017 - 2019 Director, Member of the Board of Directors of the Strategy for Balancing and Developing the Public Sector management System Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Jun. 2015 - Present Independent Director/ Chairman of the Nomination and Remuneration Committee, IRPC Public Company Limited Board Member/ Management in Non-Listed Company - The Stock Exchange of Thailand Oct. 2020 - Present Honorary Board Member of the Development and Promotion of Public Organization Committee Oct. 2020 - Present Sub-Committee, the office of the Public Sector Development Commission (OPDC) 2020 - Present Sub-Committee on Civil Service Organization of Government Agencies and Compensation, Office of the Civil Service Commission of Bangkok Feb. 2020 - Present Vice President, Nakhon Pathom Rajabhat University Council Mar. 2018 - Present Chariman of the Sub-Committee, the National Anti-Corruption Commission (NACC) 2016 - Present Honorary Board Member, Thammasat University Council Dec. 2014 - Present Secretary General, King Prajadhipok’s Institute 2011 - Present Sub-Committee, the National Anti-Corruption Commission (NACC) 2008 - Present Honorary Board Member, Nakhon Ratchasima Rajabhat University Council 33 Board of Directors IRPC PUBLIC COMPANY LIMITED
Miss Siriwan Chierapong Age: 67 Years Appointed Positions: Independent Director/ Member of the Audit Committee Date of being an Independent Director 3 April 2019 Date of being the Member of the Audit Committee 4 April 2019 Years of being an Independent Director 2 Years 8 Months Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • Bachelor of Accountancy, Chulalongkorn University • Master of Business Administration (M.B.A.), Thammasat University • Senior Executive Program (SEP), Class 16, Sasin Graduate Institute of Business Administration of Chulalongkorn University • NIDA-Wharton Executive Leaders Program, The Wharton School University of Pennsylvania • PTT Executive Leadership Program, General Electric, New York, USA • Advanced Certificate Course in Public Economics Management for Executives, Class 7/2008, King Prajadhipok’s Institute • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Director Certificate Program (DCP) Class 102/2008, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years 2014 - 2018 Advisor, PTT Polymer Marketing Company Limited 2013 - 2014 President, PTT Polymer Marketing Company Limited 2012 - 2013 Executive Vice President, Strategy and Portfolio Management, Corporate Strategy and Organization Development, PTT Public Company Limited 2009 - 2012 Executive Vice President, Business Development and Project Management, Petrochemicals and Refining Business Unit, PTT Public Company Limited 2005 - 2009 Executive Vice President, Subsidiary Planning and Management, Petrochemicals and Refining Business Unit, PTT Public Company Limited Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Apr. 2019 - Present Independent Director/ Member of the Audit Committee, IRPC Public Company Limited Board Member/Management in Non-Listed Company - The Stock Exchange of Thailand None Air Marshal Boonsuib Prasit Age: 68 Years Appointed Positions: Independent Director/ Chairman of the Corporate Governance Committee Date of being an Independent Director 3 April 2019 Date of being the Chairman of the Corporate Governance Committee 1 April 2021 Years of being an Independent Director 2 Years 8 Months Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • Armed Forces Academies Praparatory School, Class 13 • Royal Thai Air Force Academy, Class 20 • Master of Engineer (Aeronautical Engineering), Hochschule der Bundeswehr Muenchen, Germany • Squadron Officers, Class 56 • Air Command and Staff College, Class 33 • Air War College, Class 36 • Certificate in top Executives in the Energy Education Program, Class 8/2016, Thailand Energy academy (TEA) • Thailand’s 5th National Conference on Collective Action Against Corruption (Tackling Corruption through Public-Private Collaboration) • Seminar “Incorporation of State Investment Corporation” • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Ethical Leadership Program (ELP) Class 7/2017, Thai Institute of Directors Association (IOD) • Director Accreditation Program (DAP), Class 117/2015, Thai Institute of Directors Association (IOD) • Role of the Nomination & Governance Committee Program (RNG), Class 7/2015, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Apr. 2019 - Mar. 2021 Independent Director/ Member of the Nomination and Remuneration Committee, IRPC Public Company Limited 2016 - 2018 Independent Director/ Chairman of the Nominating Committee, PTT Public Company Limited 2014 - 2016 Independent Director/ Member of the Nominating Committee, PTT Public Company Limited Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Apr. 2021 - Present Independent Director/ Chairman of the Corporate GovernanceCommittee, IRPCPublicCompany Limited Board Member/ Management in Non-Listed Company - The Stock Exchange of Thailand 2019 - Present Chairman, Spot Services Alliances Company Limited 34 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
Mr. Ekniti Nitithanprapas Age: 50 Years Appointed Positions: Director/ Member of the Risk Management Committee Date of being a Director 17 November 2015 Date of being the Member of the Risk Management Committee 16 March 2016 Years of being a Director 6 Years 1 Month Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • B.A. in Economics, (Honor), Thammasat University • M.S. in Economics/ Policy Economics, University of Illinois at Urbana-Champaign, USA • Ph.D. in Economics/ Macroeconomics and International Finance, Claremont Graduate University, USA • Oxford Programme on Negotiation in Bangkok, Leadership Focus Institute • Advanced Certificate Course in Public Administration and Law for Executives, Class 9/2011, King Prajadhipok’s Institute • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Risk Management Program for Corporate Leaders (RCL), Class 25/2021, Thai Institute of Directors Association (IOD) • Role of the Chairman Program (RCP), Class 45/2019, Thai Institute of Directors Association (IOD) • Board Matters and Trend (BMT), Class 4/2017, Thai Institute of Directors Association (IOD) • Role of the Nomination and Governance Committee (RNG), Class 8/2016, Thai Institute of Directors Association (IOD) • Corporate Governance for Capital Market Intermediaries (CGI), Class 4/2015, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 93/2007, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Jun. 2018 - Jan. 2020 Director/ Chairman, Krungthai Bank Public Company Limited Jul. 2018 - Oct. 2019 Chairman, Thai Airways International Public Company Limited Jun. 2018 - Oct. 2019 Director, Thai Airways International Public Company Limited Nov. 2015 - May 2018 Director, Siam Commercial Bank Public Company Limited Nov. 2015 - May 2018 Member of Nomination, Compensation and Corporate Governance Committee, Siam Commercial Bank Public Company Limited Nov. 2015 - May 2018 Chairman, National Credit Bureau Company Limited Oct. 2015 - May 2018 Director-General of the State Enterprise Policy Office, Ministry of Finance Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Feb. 2020 - Present Chairman, TMBThanachart BankPublicCompany Limited Mar. 2016 - Present Member of the Risk Management Committee, IRPC Public Company Limited Nov. 2015 - Present Director, IRPC Public Company Limited Board Member/ Management in Non-Listed Company - The Stock Exchange of Thailand May 2018 - Present Director-General of the Revenue Department 35 Board of Directors IRPC PUBLIC COMPANY LIMITED
Mr. Jumpol Sumpaopol Age: 68 Years Appointed Positions: Independent Director/ Member of the Audit Committee Date of being an Independent Director 16 October 2019 Date of being the Member of the Audit Committee 16 October 2019 Years of being an Independent Director 2 Years 2 Months Possession of IRPC shares (%) No. of share IRPC: - Share Possession: - % Family relationship within the Company, major shareholder or subsidiaries None Education/ Training • Bachelor of Sciences Industrial Education and Technology, Civil Engineering, King Mongkut’s University of Technology Thonburi • Bachelor of Engineering, Civil Engineering, King Mongkut’s University of Technology Thonburi • Certificate of Public and Private Management Program, Notional Institute of Development Administration • Diploma of Metropolitan Leader, Bangkok Metropolitan and King Prajadhipok’s Institute • Certificate of New Government Budget Management, University of California Los Angeles (UCLA) • Certificate of Infrastructure and System Development Traffic and Transportation • Certificate of Corporate Governance for Director and Senior Executive of State Enterprises and Public Organization (Class 11), King Prajadhipok’s Institute • Certificate of Senior Executive Management of Metropolitan Development “Mahanakhon” (Class 1), Bangkok Metropolitan • Certificate of Systematic Problem Solving and Decision Making: SPSDM, Office of the Public Sector Development Commission (OPDC) • The Rule of Law and Democracy (Class 3), College Constitution Court • Business Revolution and Innovation Network “BRAINS” (Class 2), The Federation of Thai Industries (F.T.I.) • Certificate Health Ambassador (Class 1), Chulabhorn Royal Academy • The Role of the Board in IT Governance, Year 2020, Thai Institute of Directors Association (IOD) • Director Certification Program (DCP), Class 136/2012, Thai Institute of Directors Association (IOD) Work Experience within the past 5 years Apr. 2013 - 2016 Deputy Governor of Bangkok, Bangkok Metropolitan Administration 2011 - 2013 Board of Directors, Metropolitan Electricity Authority (MEA) 2011 - 2013 Deputy Permanent Secretary for Bangkok, Bangkok Metropolitan Administration Oct. 2009 - Sep. 2011 Director General Public Works Department, Bangkok Metropolitan Administration Current Position Board Member/ Management in Listed Company - The Stock Exchange of Thailand Oct. 2019 - Present Independent Director/ Member of the Audit Committee, IRPC Public Company Limited Feb. 2017 - Present Independent Director/ Chairman/ Chairman of Nomination and Remuneration committee, Stonehenge Inter Public Company Limited Board Member/ Management in Non-Listed Company - The Stock Exchange of Thailand 2007 - Present University Promotion Committee Board, King Mongkut’s University of Technology Thonburi 36 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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