Gulf Ar2017 en PDF
Gulf Ar2017 en PDF
Mission
To integrate innovative strategy, quality resources,
premier technology and culture of commitment to
achieve the most reliable energy solution
008 Gulf Energy Development Public Company Limited
MESSAGE
FROM THE CHAIRMAN OF THE BOARD
MESSAGE
FROM THE CHIEF EXECUTIVE OFFICER
Moving forward,
we would like to reiterate
our pledge to provide the most
reliable energy solution for
Thailand and other countries
through environmentally and
socially responsible use of
innovative strategies
and quality resources.
Sarath Ratanavadi
CHIEF EXECUTIVE OFFICER
Annual Report 2017 011
June
• The Company received interim dividends from
its associate, GJP, for the first time, totaling
658 million baht.
April
• The Company signed a memorandum of understanding
with the Faculty of Engineering, Kasetsart University
to collaborate on environmental and natural resource
conservation and education, research and knowledge
management
January
• Gulf WHA MT established WHA NGD4 to develop
gas distribution project and supply to industrial
users in Hemaraj Eastern Seaboard Industrial
Estate 4 May
• The Company registered its conversion from
a Private Company Limited to a Public Limited
Company.
• The Company changed its par value from
10.0 baht per share to 5.0 baht per share and
March increased its registered capital from 3,100.0
million baht to 10,666.5 million baht by issuing
• The Board of Investment of Thailand (BOI) 1,513.3 million new ordinary shares.
approved investment privileges for the GSRC
• The GVTP power project, under the Company’s
February and GPD power projects.
subsidiary, GMP, commenced commercial
operations.
• The Company transferred 51.0% of its shares
in Gulf WHA MT to Hemaraj in accordance
with their joint business development
plan. Subsequently, in October 2017, Hemaraj
transferred the shares to WHAUP, Hemaraj’s
subsidiary.
Annual Report 2017 013
December
• The Company’s ordinary shares were
registered and began trading on the Stock
October Exchange of Thailand on December 6, 2017.
• The GSRC and GPD power projects received • The Company used the IPO proceeds to pay
August BOI Certificates. off 10,200 million baht of its principal debt
to financial institutions.
• The Company raised 4,900.0 million baht in • The GPD power project received its Power
capital by issuing 980.0 million new ordinary Generation License and Factory License.
shares offered to existing shareholders at
the par value of 5.0 baht per share. • The Company and Mitsui & Co. signed an
addendum to the Joint Development
Agreement agreeing that the Company will
increase its shareholding in IPD to 70.0%
of issued and paid-up shares while receiving
75.0% of IPD’s total dividends.
November
• The GTS3 power project, under the Company’s
subsidiary, GMP, commenced commercial
July operations.
• The GTS1 power project, under the Company’s
subsidiary, GMP, commenced commercial September • IPD increased its registered capital by issuing
198.9 million new shares at a par value of 10.0
operations. baht per share. Mitsui & Co. renounced its right
• The GTS2 power projects, under the to subscribe for the new shares, resulting in
Company’s subsidiary, GMP, commenced the Company increasing its shareholding in
commercial operations. IPD from 51.0% to 70.0%.
• The Company raised capital through an Initial
Public Offering to the general public of 533.5
million new ordinary shares at the offering price
of 45.0 baht per share.
014 Gulf Energy Development Public Company Limited
Financial Highlights
Financial Ratio
Book value per share (Baht) 16.2 4.2 3.6
Earnings per share – weighted (Baht) 3.2 0.8 (1.7)
Earnings per share – diluted (Baht) 1.6 0.8 (1.7)
Profit to total revenues*(%) 46.9% 13.2% -141.0%
Return on equity (%) 18.1% 7.0% -35.1%
Return on assets (%) 4.9% 0.5% -6.9%
Debt to equity (times) 1.6 14.8 7.3
*Total revenues = revenues from sales and services and share of profit from an associate and a joint venture
Annual Report 2017 015
Total Revenues Profit sharing from an associate Net Profit attributable to owners
(Million Baht) and a joint venture of the parent
(Million Baht) (Million Baht)
5,000
4,350 5,000 4,000
4,000 3,451
4,000 3,982 3,000
3,000
3,000 2,000
2,000
2,000 1,000
1,000 1,437 418
687
241 1,000 0
0 78 (1,000)
2015 2016 2017 0 (811)
2015 2016 2017 (2,000)
2015 2016 2017
Earnings per share Weighted Dedt to Equity ratio Book Value per share
(Baht/share) Diluted (Times) (Baht/share)
4 16 20
3.2 14.8
3 16.2
12 15
2 1.6
1 0.8 0.8 8 7.3 10
(1.7) (1.7)
0 5 4.2
4 3.6
(1) 1.6
0 0
(2) 2015 2016 2017
2015 2016 2017
2015 2016 2017
HIGHLIGHTS OF 2017
01 4in commercial
New SPPs
operation
03 Commencement construction
of the first gas distribution project
Shareholding in IPD
increased from 51% to 70% 04
32 environmental,
health and safety awards 05
Remark: Environmental Health and Safety awards that Gulf has received;
• EIA Monitoring Award granted by the Ministry of Industry: GNLL
• Corporate Social Responsibility: Department of Industrial Works (CSR DIW) Award granted by the Ministry of Labour: GCRN
• Carbon Footprint for Organizations (CFO) granted by the Thailand Greenhouse Gas Management Organization (Public Organization); GNLL GCRN GNK2 GKP1 GKP2
• Environmental governance/Environmental governance and Safety Award granted by the Ministry of Industry: GNS
• Green Industry Award granted by the Ministry of Industry: GNLL GCRN GNK2 GKP1 GKP2 GTLC
• Zero Accident Campaign Award granted by the Ministry of Labour: GNLL GCRN GNS GNK2 GKP1 GKP2 GTLC GNNK
• Outstanding Model Business for Environmental Health and Safety in the Workplace (provincial level): GNNK
• Workplace Substance Abuse Prevention Standard granted by the Ministry of Labour: GCRN GNK2
• Happy, Healthy Workplace granted by the Ministry of Public Health: GNK2 GTLC
• Development of Wastewater Quality Improvement and Monitoring Systems for the Promotion of Eco-Industry granted by the Ministry of Industry: GNS
• Green Star - White Flag Awards for the Environment and Safety Good Governance granted by Industrial Estate of Authority of Thailand: GKP1 GKP2
• Thai Labour Standard: The Social Responsibility of Thai Business (TLS. 8001-2010): GTLC
• Drug Free Workplace recognition granted by the Ministry of Labour: GUT
*** Green Meeting granted by the Thailand Environment Institute: All plants
IN
All projects will fully operate by 2024
INDEPENDENT
POWER PRODUCER (4)
AYUTTHAYA SARABURI
• GULF JP UT* • GULF JP NS*
RAYONG CHONBURI
• GULF PD • GULF SRC
NAKORN RATCHASIMA
SARABURI COGENERATION (19)
AYUTTHAYA PRACHINBURI PATHUMTHANI CHACHOENGSAO
• GULF JP CRN* • GULF JP NNK*
SARABURI RAYONG
PATHUMTHANI • GULF JP KP1* • GULF JP NLL*
CHACHOENGSAO • GULF JP KP2* • GULF VTP*
• GULF JP TLC* • GULF TS1*
• GULF JP NK2* • GULF TS2*
CHONBURI • GULF NPM • GULF TS3*
PRACHINBURI • GULF TS4
RAYONG • GULF JP NC • GULF NLL2
AYUTTHAYA NAKORN RATCHASIMA
• GULF BL • GULF NRV1
• GULF BP • GULF NRV2
SOLAR
ROOFTOP (4)
CHONBURI RAYONG
SONGKHLA • GULF SOLAR BV** • GULF SOLAR TS1*
• GULF SOLAR KKS • GULF SOKAR TS2
BIOMASS (1)
*Projects in operation SONGKHLA
• GULF CHANA GREEN
018 Gulf Energy Development Public Company Limited
2012
• GHC transferred its 10.0% stake
in GJP to the Company
• IIPD was established by the
Company to participate in the IPP
solicitation program in 2012
2011
• The Company was incorporated
• 12 gas-fired SPPs under GHC
signed PPAs with EGAT
• GHC transferred all of its stake in
12 gas-fired SPPs to the Company 2011 2012
2010
2010
• GHC was awarded 12 gas-fired SPPs
2008
• 2 gas-fired IPPs under GJP signed PPAs with EGAT
2009
2008
2007 2009
• GHC acquired a 10.0% equity interest in GJP
from J-Power
• 7 gas-fired SPPs under GJP signed PPAs with
EGAT
2007
• GHC was established by Mr. Sarath Ratanavadi, as
hiswholly-owned company
• GJP was established by J-Power, as its wholly-owned
subsidiary
• GJP was awarded 7 gas-fired SPPs and won the
bidding to develop 2 gas-fired IPPs
Annual Report 2017 019
2013
• Mitsui & Co. acquired a 49.0% equity interest in IPD
• IPD was awarded 2 gas-fired IPPs, GSRC and GPD, which
subsequently signed PPAs with EGAT
• GMP was established by the Company, and the Company
transferred all of its stake in the 12 gas-fired SPPs to GMP
• Gulf Solar was established by the Company, which secured the rights to
develop and operate 4 rooftop solar power projects 2015
• The Company established Gulf WHA MT
2014 • MIT-Power (wholly owned by Mitsui & Co.)
acquired a 30.0% equity interest in GMP
• WHA Energy, a subsidiary of WHAUP, acquired • The Company divested Pomodoro Group Co.,
a 25.0% equity interest in Gulf Solar Ltd., a non-power related subsidiary
• The Company established GCG, as its • Gulf HK bought 0.5% of EDL-Gen’s issued and
2013 wholly-owned subsidiary paid-up shares.
2014
2015
2016
• The Company was awarded the GCG biomass project
2016
• The Company acquired an additional 30.0% equity interest
in GJP from J-Power, increasing its total stake to 40.0%
• The Company divested Gulf Sport, a non-power related subsidiary
• WHA NGD2 was established
2017
• WHA NGD4 was established
• The Company transferred the 51.0% share capital
of Gulf WHA MT to Hemaraj1
2017 •
•
The Company registered its conversion to a public
company limited with the MOC
4 gas-fired SPPs under GMP commenced
commercial operations
• The Company’s shares were listed and began
first trading on the Stock Exchange of Thailand
on December 6, 2017.
1
Later Hemaraj transferred the share capital
to WHAUP, Hemaraj’s subsidiary
Investment Structure 020
ธุรกิจลงทุน
Notes:
1. WHA Energy, a subsidiary of WHAUP, holds a 25.0% equity interest in GNLL GVTP, GTS1, GTS2, GTS3, GTS4 and GNLL2
2. Thai Industrial Estate Corp., Ltd. holds 25.0% equity interests in GBL and GBP
3. Gulf Pattani Green, SBY Biomass, Thepha Clean Energy, Kolpos and Gulf International Holding are dormant companies
4. As of December 31, 2017, the Company and WHAUP held 49.0% and 51.0% in Gulf WHA MT, respectively. But at present, the Company, WHAUP and MITG
hold 35.0%, 35.0% and 30.0%, respectively.
Annual Report 2017 021
Nature of Business
The Company is a holding company with a distribute the electricity to consumers around the
portfolio of electricity, steam and chilled water country. Furthermore, the gas-fired SPPs also
generating projects and other related businesses, generate and sell electricity, steam and chilled
and is one of Thailand’s largest private power water to industrial users according to purchase
producers. Taking into account power projects in agreements.
operation and power projects under construction The Company invests in, develops and operates
and development which will commence commercial gas-fired power projects through subsidiaries and
operations by 2024, the Group has a total installed an associate, which can be classified into 3 groups
power generation capacity of 11,125.6 MW, or as follows:
6,329.2 MW on an equity basis. As of December 1. GJP
31, 2017, the Company’s power projects currently The Company holds a 40.0% equity interest in the
in operation have a total installed power generation associate GJP to operate 9 power projects, including
capacity of 4,772.1 MW, or 1,963.5 MW on an 2 gas-fired IPPs, namely GNS power project located
equity basis. in Saraburi province and GUT power project located
The Group’s business structure can be divided in Ayutthaya province, and 7 gas-fired SPPs, located
into 3 main business groups, namely, the gas-fired in Saraburi, Ayutthaya, Chachoengsao, Rayong and
power business, the renewable energy business, Pathumthani provinces, with a total installed power
and other businesses. generation capacity of 4,236.6 MW or 1,682.3
MW on an equity basis. All of these power projects
1. Gas-fired Power Business commenced operations between 2013 and 2015.
2. GMP
The Company holds a 70.0% equity interest in
the subsidiary GMP to operate 12 gas-fired SPPs,
located in Rayong, Prachinburi, Ayutthaya, Saraburi
and Nakorn Ratchasima provinces, with a total
installed power generation capacity of 1,563.4 MW
or 911.4 MW. These power projects are scheduled
to commence commercial operations between
2017 and 2019.
The Group’s gas-fired IPPs generate and sell 3. IPD
electricity to EGAT under a 25-year long-term power The Company holds a 70.0% equity interest in the
purchase agreement, while the Group’s gas-fired subsidiary IPD to operate 2 gas-fired IPPs, namely
SPPs sell approximately 70.0% to 80.0% of their GSRC power project located in Chonburi province
installed power generation capacity to EGAT under and GPD power project located in Rayong province,
a power purchase agreement with 25-year terms with a total installed power generation capacity
starting from the commercial operation date. The of 5,300.0 MW or 3,710.0 MW. At present, these
electricity sold to EGAT is distributed through EGAT’s power projects have been granted all required key
grid, whose network covers the entire country, so permits and are scheduled to commence commercial
that it may be sold to PEA and MEA who will then operations between 2021 and 2024.
022 Gulf Energy Development Public Company Limited
2. Renewable energy business owned by the WHA Group through the Company’s
joint venture, Gulf WHA MT. As of the end of 2017,
the Company held 49.0% equity interest in Gulf
WHA MT, but currently have reduced its stake
to 35.0%; WHAUP holds 35% of shares, and MITG
holds 30% of shares. Gulf WHA MT wholly owns
2 subsidiaries, namely WHA NGD2 and WHA
NGD4, which are the operators of gas distribution
projects in Hemaraj Eastern Seaboard Industrial
Estate 2 and Hemaraj Eastern Seaboard Industrial
Estate 4. At present, these projects have been
Rooftop solar power projects granted all required key permits and are expected
The Company holds 75.0% equity interest in to commence commercial operations between
the subsidiary Gulf Solar, which operates four 2018 and 2019.
rooftop solar VSPPs located in Chonburi and Rayong
provinces with a total installed power generation
capacity of 0.6 MW. All of these power projects
commenced commercial operations between
2014 and 2015.
Revenue structure
In 2017, the majority of the Group’s revenues came from the gas-fired power business through the
sales revenue from GMP and share of profit from GJP.
47.8% 48.9%
25.6%
63.5% 85.6%
3.3%
Revenue from sales Revenue from management fee Share of net profit from an associate and a joint venture Revenue from divested businesses
The table shows selected data for the Group’s operating power projects and power projects
currently in operation and preparing for or under construction under GMP, IPD, Gulf Solar and GJP as of
December 31, 2017
GMP Group:
In operation
GVTP SPP Rayong Gas-fired EE: 137.0MW 52.5% EE: 71.9MW May 16, 2017
(CG) ST: 20.0TPH ST: 10.5TPH
GTS1 SPP Rayong Gas-fired EE: 134.0MW 52.5% EE: 70.3MW July 8, 2017
(CG) ST: 30.0TPH ST: 15.7TPH
GTS2 SPP Rayong Gas-fired EE: 134.0MW 52.5% EE: 70.3MW September
(CG) ST: 30.0TPH ST: 15.7TPH 1, 2017
GTS3 SPP Rayong Gas-fired EE: 129.9MW 52.5% EE: 68.2MW November
(CG) ST: 25.0TPH ST: 13.1TPH 1, 2017
Preparing for or under construction
GTS4 SPP Rayong Gas-fired EE: 129.9MW 52.5% EE: 68.2MW January 1, 2018
(CG) ST: 25.0TPH ST: 13.1TPH
GNC SPP Prachinburi Gas-fired EE: 126.5MW 70.0% EE: 88.5MW March 1, 2018
(CG) ST: 20.0TPH ST: 14.0TPH
024 Gulf Energy Development Public Company Limited
GBL SPP Ayutthaya Gas-fired EE: 126.8MW 52.5% EE: 66.6MW Expected
(CG) ST: 10.0TPH ST: 5.3TPH September 2018
GBP SPP Ayutthaya Gas-fired EE: 126.8MW 52.5% EE: 66.6MW Expected
(CG) ST: 10.0TPH ST: 5.3TPH November 2018
GNLL2 SPP Rayong Gas-fired EE: 126.9MW 52.5% EE: 66.6MW Expeted
(CG) ST: 10.0TPH ST: 5.2TPH January 2019
GNPM SPP Saraburi Gas-fired EE: 135.2MW 70.0% EE: 94.7MW Expected
(CG) ST: 25.0TPH ST: 17.5TPH March 2019
GNRV1 SPP Nakorn Gas-fired EE: 128.2MW 70.0% EE: 89.8MW Expected
Ratchasima (CG) ST: 10.0TPH ST: 7.0TPH May 2019
GNRV2 SPP Nakorn Gas-fired EE: 128.2MW 70.0% EE: 89.8MW Expected
Ratchasima (CG) ST: 10.0TPH ST: 7.0TPH July 2019
Subtotal EE: 1,563.4 MW EE: 911.4 MW
ST: 225.0TPH ST: 129.5TPH
IPD : Preparing for or under construction
GSRC IPP Chonburi Gas-fired EE: 2,650.0MW 70.0% EE: 1,855.0MW Unit 1 and 2:
(CCGT) Expected 2021
Unit 3 and 4:
Expected 2022
GPD IPP Rayong Gas-fired EE: 2,650.0MW 70.0% EE: 1,855.0MW Unit 1 and 2:
(CCGT) Expected 2023
Unit 3 and 4:
Expeted 2024
Subtotal EE: 5,300.0MW EE: 3,710.0MW
GNS IPP Saraburi Gas-fired EE: 1,653.2MW 40.0% EE: 661.3MW Unit 1: June 1, 2014
(CCGT) Unit 2:
December 1, 2014
GUT IPP Ayutthaya Gas-fired EE: 1,752.4MW 40.0% EE: 701.0MW Unit 1: June 1, 2015
(CCGT) Unit 2: December 1,
2015
GKP1 SPP Saraburi Gas-fired EE: 114.0MW 40.00% EE: 45.6MW January 5, 2013
(CG) ST: 22.0TPH ST: 8.8TPH
GKP2 SPP Saraburi Gas-fired EE: 114.0MW 40.00% EE: 45.6MW February 1, 2013
(CG) ST: 22.0TPH ST:8.8TPH
GTLC SPP Saraburi Gas-fired EE: 114.0MW 40.00% EE: 45.6MW March 1, 2013
(CG) ST: 15.0TPH ST: 6.0TPH
GNNK SPP Chachoeng- Gas-fired EE: 114.0MW 40.00% EE: 45.6MW April 1, 2013
sao (CG) CW: 3,200.0RT CW: 1,280.0RT
GNLL SPP Rayong Gas-fired EE: 123.0MW 30.00% EE: 36.9MW May 1, 2013
(CG) ST: 8.0TPH ST: 2.4TPH
CW: 4,600.0RT CW: 1,379.8RT
GCRN SPP Pathumthani Gas-fired EE: 119.0MW 40.00% EE: 47.6MW July 1, 2013
(CG) ST: 15.0TPH ST: 6.0TPH
GNK2 SPP Saraburi Gas-fired EE: 133.0MW 40.00% EE: 53.2MW October 1, 2013
(CG) ST: 10.0TPH ST: 4.0TPH
Subtotal EE: 4,236.6MW EE: 1,682.3MW
ST: 92.0TPH ST: 36.0TPH
CW: 7,800.0RT CW: 2,659.8RT
026 Gulf Energy Development Public Company Limited
Industry Overview
Demand
Electricity demand in Thailand is expected to grow in tandem with economic growth. Based on
the anticipated annual growth of electricity generation requirement as forecasted by the Thailand Power
Development Plan (“PDP”) 2015, electricity consumption in Thailand will continue growing in the next
five years (2018-2022) at a CAGR of 3.2%, from 196,359.3 GWh in 2018 to 222,931.0 GWh in 2022.
In addition, long-term electricity consumption is expected to grow at a CAGR of 2.6% from 185,124.1
GWh in 2017 to 301,326.9 GWh in 2036.
400,000.0
200,000.0
2002 2004 2006 2008 2010 2012 2014 2016F 2018F 2020F 2022F 2024F 2026F 2028F 2030F 2032F 2034F 2036F
Source: EPPO, Ministry of Energy Thailand and Frost & Sullivan
In the last two decades, peak power demand has grown at a CAGR of 3.9%, with peak power demand
reaching 28,578.0 MW in 2017. Estimates published in PDP 2015 indicate that peak power demand
is forecasted to grow at 2.4%, from 32,429.0 MW in 2018 to 49,655.0 MW in 2036. Generally, peak
power demand increases with the rising temperatures in April or May due to the hot weather, drought and
increased air conditioner use among consumers. Typically, increased peak power demand occurred after
the Songkran festival where higher consumption of electricity is experienced in the industrial, services and
household sectors.
60,000
40,000
20,000
2000 2002 2004 2006 2008 2010 2012 2014 2016 2018F 2020F 2022F 2024F 2026F 2028F 2030F 2032F 2034F 2036F
Source: Thailand PDP 2008-2021, Thailand PDP 2012-2030, and Thailand PDP 2015-2036, Ministry of Energy Thailand
and Frost & Sullivan
028 Gulf Energy Development Public Company Limited
Supply
According to EPPO Energy Statistics, in December 2017, total contracted power generation capacity
in Thailand was 42,433.0 MW, of which 16,071.0 MW or 38.0% of total power generation capacity was
generated by EGAT and 14,949.0 MW or 35.0% and 7,536.0 MW or 18.0% was generated by IPPs and
SPPs, respectively.
In addition, Thailand also imported 3,878.0 MW or 9.0% of its total contracted power generation capacity
from Lao PDR and Malaysia.
Total Contracted Power Generation Capacity in Thailand, by Types of Power Operators, 2017
Imported
9.0%
SPP
18.0%
EGAT
38.0%
IPP
35.0%
Note: The information above includes contracted power generation capacity on EGAT’s transmission system and direct
supply to the industrial sector, but excludes generation capacity of VSPPs due to unavailability of data.
Source: Energy statistics, EPPO
Contracted power generation capacity in Thailand between 2011 and 2017 was dominated by EGAT
and IPPs. EGAT accounted for the largest share of capacity at 47.7%, or 14,998.0 MW, in 2011 and
38%, or 16,071.0 MW, in 2017, with the lowest CAGR of 1.2% among all power generation players. IPPs
accounted for the second largest share of contracted capacity at 38.4% or 12,082.0 MW in 2011 and
35.0% or 14,949.0 MW in 2017, with a CAGR of 3.6%.
Contracted power generation capacity of SPPs and imported sources increased between 2011 and
2017, with contracted power generation capacity of SPPs growing at a CAGR of 22.9% from 2,182.0 MW
in 2011 to 7,536.0 MW in 2017. The growth of SPPs is mainly supported by the PDP that promotes SPPs
to ensure power system reliability in Thailand.
At the same time, contracted power generation capacity from imported sources (Lao PDR and
Malaysia) grew at a CAGR of 10.0% from 2,185.0 MW to 3,878.0 MW. The increased power generation
capacity resulted mainly from the increased power generation capacity of Hongsa Power Plant in Lao PDR
Annual Report 2017 029
which has commenced commercial operations, with a power generation capacity of 1,878.0
megawatts. According to the information published in PDP 2015, from 2018-2024, Thailand will see increased
contracted power generation capacity from new power plants and power plants built to replace some
old plants, totaling 16,541.0 MW of power generation capacity, including 10 power projects belonging to
the Group with a total contracted power generation capacity of 5,720.0 MW.
Reserve Margin
The PDP 2015 set a minimum reserve margin target at 15.0% above peak power demand to ensure
minimal disruption of electricity supply in the country.
The minimum reserve margin in Thailand is estimated to be 33.9% in 2017 and is projected to peak
at 39.4% in 2024 before stabilizing at around 15.0% from 2033 onwards. The increase in the minimum
reserve margin in Thailand is mainly supported by the additional power generation capacity of 14,878.0
MW from combined cycle power plants between 2015 and 2026 and 10,644.0 MW from renewable energy
power plants (excluding large-scale hydro power plants) in the same period.
Contracted Power Generation Capacity (MW), Peak Power Demand (MW) and Minimum Reserve Margin (%)
in Thailand, 2016-2036, according to PDP 2015
80,000.0 50.0%
Capacity/Demand (MW)
40,000.0 25.0%
20,000.0 12.5%
0.0 0.0%
2016 2021 2026 2031 2036
Contracted capacity (MW) Peak Power Demand (MW) Minimum Reserve Margin (%)
Risk Factors
Operational risks where PTT is unable to supply sufficient quantities
of natural gas or with the appropriate quality
Risks resulting from reliance on EGAT and certain requirements. However, under the PPAs for SPPs,
downstream industrial users in cases where PTT is unable to supply sufficient
Currently, EGAT is the sole buyer for the power quantities of natural gas or with the appropriate
generated by the Group’s gas-fired IPPs and purchase quality requirements, EGAT is not required to make
approximately 70.0% to 80.0% of the power generated the capacity payments except in cases of force
by each of the Group’s gas-fired SPPs. Therefore, majeure event where the Company will receive partial
the Group’s power generation and sales business capacity payments from EGAT according to the
relies heavily on EGAT. formula set out under the PPAs whereas under
In regards to the Group’s gas-fired SPPs, power, steam and chilled water purchase agreements
approximately 20.0% to 30.0% of the total installed with industrial users, the Company will not receive
capacity were utilized to produce power, steam and any compensation. In cases where the quality of the
chilled water and sell to industrial users in or near natural gas from PTT have changed, the SPPs may
the industrial estates where the power projects are modifythe power generation machinery or equipment
located. Thus, the Group is reliant on certain groups to suit the quality of the natural gas with a reasonable
of downstream industrial users who represent modifying cost.
major offtakers. In any case, the Company has clear Risks resulting from the inability to develop its
measures and criteria to evaluate offtakers’ reliability pipeline projects within the designated period or
which take into account each industrial client’s specified budget
financial position and payment history in order to The Group’s projects under construction or
reduce associated risks before entering into any development may be affected by different factors
agreement with a client. such as delays in issuance of permits from the
Risks resulting from reliance on procurement and relevant authorities, legal disputes or litigation,
delivery of natural gas from one supplier cancellation of key project development contracts,
PTT, a state-owned company, is the only entity changes in laws and regulations which adversely affect
that supplies natural gas to gas-fired power projects the Group’s business, natural disasters, accidents,
in Thailand under the current structure of the fuel delays in delivery of fuel or key equipment, design
supply industry in Thailand. Therefore, each of the and construction flaws, and lack or increased prices
Group’s gas-fired power projects has entered into of construction equipment and materials.
an agreement to purchase natural gas from PTT The abovementioned factors may result in the Group
covering the entire term of the PPAs made with being unable to complete project construction or
EGAT. As the majority of the Group’s power projects development, or may delay the commencement
use natural gas as the major fuel source, the Group of commercial operation of the power project, or may
is heavily reliant on the procurement and delivery of cause the return on investment of the power project
natural gas from PTT. to decline which includes cost overrun, loss of
In this regard, the PPAs made between EGAT and income, and fines or payment for damages set out
the Group’s gas-fired IPPs and SPPs are different in relevant contracts, or may lead to contract cancella-
in that the PPAs for IPPs include a clause requiring tion. In any case, so far, the Group’s power projects
EGAT to make availability payments in all cases currently in operation have been completed within
Annual Report 2017 031
budget as the agreements the Group signed with Risks from interest rate volatility
contractors have clearly stated the construction The Group’s project costs and operational results
value and completion periods, and have included may be affected by interest rate volatility as the Group
a provision allowing the power project to levy fines needs to seek a significant amount of borrowings
against contractors which are estimated to cover to finance the development and construction of
expenses caused by delays in construction. its power projects. To date, the aforementioned
borrowings tended to have floating interest rates
Financial risks referenced against LIBOR, MLR or THBFIX. The
Group therefore entered into interest rate swaps to
Risks from currency exchange rate volatility reduce risks resulting from interest rate volatility to
The Group’s project costs and operational results the fullest extent.
may be affected by currency exchange rate volatility Risks from financial market liquidity and the ability
as (a) a portion of financing is dominated in the U.S. to procure funding under acceptable conditions
dollar, (b) a portion of payments under EPC contracts The Group requires to invest a considerable
is denominated in foreign currencies including the amount of money to fund the development and
U.S. dollar, Swedish Krona, Euro and/or Japanese construction of its power projects and may
Yen, (c) a portion of payments under long-term require additional investment as a result of future
service and parts agreements is denominated in expansion to maintain its business competitiveness.
foreign currencies including the U.S. dollar, Swedish The Company expects to use the proceeds raised
Krona and/or Japanese Yen, and (d) a portion of the through its IPO and external funding options such
power project’s sales revenue is linked to the U.S. as loans from banks, debentures, bills of exchange
dollar (approximately 50% of availability payment and other options of funding to expand the Group’s
and capacity payment will be affected by exchange business. That being said, the Company’s ability to
rate volatility between the U.S. dollar and Thai Baht). procure external funding under terms that benefit the
The Group seeks to manage the currency exposure Company is dependent on several uncertain factors
through a natural hedge both during the construction such as the Group’s financial position, operational
phase (cash inflows from the portion of loans made performance and future cash flow, the overall
in the U.S. dollar will offset the portion of payments condition of the global money market and capital
under EPC contracts to be made in the U.S. dollar) market, the volatility of the Thai Baht and interest
and after the commencement of commercial operations rates in Thailand and abroad, supportive state
(cash inflows from the portion of sales revenue policies and favorable regulations in the form of tax
linked to the U.S. dollar will offset loan repayment incentives. To prepare for such contingencies,
burdens and power project maintenance costs the Company has arranged an experienced and
in the same currency). Nevertheless, the natural expert team to continually monitor and analyze
hedge process cannot completely eliminate the impacts from the aforementioned factors.
the risk incurred by exchange rate volatility. Thus, In addition, the Company is exploring innovative
the Group has entered into currency forward contracts fund raising options, while seeking for financia lly
to reduce the remaining risk from exchange rate stable and reliable strategic alliances in order to be
volatility so that it may manage this risk to the fullest ready for any investment and business development
possible extent. opportunities that may arise in the future.
032 Gulf Energy Development Public Company Limited
2. Shareholders
Ten largest shareholders whose names appear in the shareholders’ registration as of December 29, 2017.
Shareholders Number of Shares Shareholding (%)
1. Mr. Sarath Ratanavadi’s group 1,539,500,000 72.2
1.1 Mr. Sarath Ratanavadi 755,999,994 35.4
1.2 Mrs. Nalinee Ratanavadi (1) 3,500,000 0.2
1.3 Gulf Holding (Thailand) Company Limited (2) 100,000,002 4.7
1.4 Gulf Capital Holdings Limited (3) 476,000,002 22.3
(4)
1.5 Gulf Investment and Trading Pte. Ltd. 204,000,002 9.6
2. Bangkok Bank Public Company Limited 64,000,000 3.0
3. Euroclear Nominees Limited 64,000,000 3.0
4. Sino-Thai Engineering & Construction Public Company Limited 40,000,000 1.9
5. UBS AG Singapore Branch 34,577,000 1.6
6. Rojana Industrial Park Public Company Limited 20,000,000 0.9
7. Bualuang Long-Term Equity Fund 15,687,900 0.7
8. SCB Dividend Stock 70/30 Long Term Equity Fund 8,302,700 0.4
9. TISCO Master Pooled Fund 5,924,900 0.3
10. Bangkok Life Assurance Public Company Limited 5,500,000 0.3
Total 1,797,492,500 84.3
Note: 1) Mrs. Nalinee Ratanavadi is the spouse of Mr. Sarath Ratanavadi
2) A company limited registered under the laws of Thailand wholly owned by Mr. Sarath Ratanavadi
3) A company limited registered under the laws of Hong Kong of which Mr. Sarath Ratanavadi is a beneficiary
4) A company limited registered under the laws of Singapore of which Mr. Sarath Ratanavadi is a beneficiary
2.2 The free float proportion is 27.7% (Information as of December 29, 2017).
2.3 Major shareholders comprising persons involved in management of the Company include
Mr. Sarath Ratanavadi, holding 755,999,994 shares, equivalent to 35.4% (Information as of December 29, 2017).
2.4 Shareholders agreements that significantly impact the Company or other shareholders:
- none -
3. Other securities
As of December 31, 2017, the Company holds debt securities in the form of name-registered
unsubordinated secured debentures with debenture holders’ representatives. The debentures, totalling
6,000 million baht, have not reached maturity and will reach maturity on August 15, 2019. The debentures are
guaranteed by two financial institutions.
Annual Report 2017 033
distributor of electric power in Laos. It also invests or cash flow of hedge instruments subtracted by
in Gulf WHA MT, a joint venture which is developing change in fair value or cash flow of hedged items.
2 gas distribution projects serving industrial users The effective portion will be recognized as change
in industrial estates owned by the WHA Group. in value of cash flow hedges, a separate item in the
The projects are under construction and expected consolidated statements of comprehensive income.
to commence commercial operations in 2018 and The ineffective portion will be recognized as gain
2019. As of January 26, 2018, MITG partnered in Gulf or loss immediately. Moreover, the Company has
WHA MT, resulting in a decrease in the Company’s applied TFRIC 4 “Determining whether an arrangement
shareholding in Gulf WHA MT from 49.0% to 35.0%. contains a lease.”, which affects 2 IPPs under GJP.
With regards to the Company’s critical accounting Key changes in the accounting recording include
policies, the Company has been in compliance (1) Change in revenue recognition from availability
with Thai Financial Reporting Standards and payment received from EGAT to income from financial
selected to apply hedge accounting for only its lease and amortization of financial lease receivables,
currency forward contracts, which mitigate cash (2) change in asset recording from property, plant
flow risk. The financial derivatives will be recorded and equipment to financial lease receivables without
at fair value as of an entering date and recognized recording depreciation as an expense; however,
changes in the fair value of the financial derivatives fuel cost and other operating expenses, including
as gain or loss in proportion of effectiveness of the depreciation of assets incurred subsequently, will
financial derivatives, which is change in fair value be recorded using the conventional method.
4,350
4,000 3,982
3,451
2,912
2,000 1,437
The Company began generating significant of profit from its associate, GJP, as 2016 marked the
earnings from its power business in 2016, in which first year that all power projects under GJP opened
most of the Group’s earnings came from the share for commercial operation through the entire year.
036 Gulf Energy Development Public Company Limited
Prior to August 15, 2016, the Company recognized electricity sales through Gulf Solar only.
the profit from GJP in an equity interest of 10.0%, 2) Share of profit from an associate markedly
while from August 15, 2016 onwards, the Company increased as 2017 was the first year that the Group
recognized the profit from GJP in an equity interest recognized the profit from GJP in an equity interest of
of 40.0%, resulting in a significant increase in the 40.0% for the entire year. The power projects under
Group’s share of profit recognition. In addition, 2017 GJP also witnessed an overall increase in availability
was the first year that the Group began recognizing factor and better heat rate, resulting from an increase
revenue from electricity and steam sales as four in electricity sold to EGAT and industrial users and
power projects under GMP commenced commercial plant reliability. In addition, GJP recognized gains on
operations. Consequently, in 2017, the Group posted exchange rate.
a profit attributable to owners of the parent of 3,451.4 3) The Group made additional gains on exchange
million baht, compared to 417.6 million baht in 2016, rate resulting from appreciation of Thai Baht against
a 726.6% increase. The substantial increase in the the U.S. dollar. The majority of the gains on exchange
profit is a result of the followings: rate resulted from revaluation of the liabilities at
1) In 2017, the Company generated higher the prevailing exchange rate as at the end of the
revenue from sales of electricity and steam through accounting period. As the subsidiaries under
four power projects under GMP, namely the GVTP, GMP and GJP incurred borrowings denominated
GTS1, GTS2 and GTS3 power projects, which in the U.S. dollar, effects from changes in the
commenced commercial operations in May, July, exchange rate must be recognized as gains/losses
September and November, 2017, respectively, on exchange rate.
while in 2016 the Company generated revenue from
Analysis of the Results of Operations for the Year Ended December 31, 2017
The following table compares the revenue structure for the years ended December 31, 2016 and 2017.
The following table shows the volume of electricity and steam sold by the SPPs under the subsidiary GMP
for the year ended December 31, 2017.
54 MB 34 MB 2 MB
4% 4% 1%
304 MB 304 MB 201 MB 86 MB
20% 26% 23% 22%
The following table compares the cost of sales and services for the years ended December 31, 2016 and 2017.
The following table compares GJP’s volume of electricity, steam and chilled water sold by the IPPs and
SPPs under the associate GJP for the years ended December 31, 2016 and 2017.
Finance costs
Finance costs in 2017 was 1,427.7 million baht, the increase in gross profit from the commencement
an increase of 635.4 million baht or 80.2%. The of commercial operations of power projects under
increase was attributable to: GMP in 2017.
- An increase in the Company’s interest-bearing
debts after the acquisition of a 30.0% stake in GJP Gains (losses) on exchange rate
in August 2016, resulting in higher finance costs of Gains on exchange rate in 2017 was 994.9 million
286.2 million baht baht, while the Group incurred losses on exchange
- The commencement of commercial operations rate in 2016 of 32.0 million baht, resulting from
of four power projects under GJP in 2017 leading appreciation of Thai Baht against the U.S. dollar and
to the change of recognizing finance costs in the an increase in borrowings denominated in the U.S.
statements of comprehensive income instead of dollar in 2017 to finance construction costs and
capitalizing them as part of capital cost for power expenses of the power projects.
projects under construction, resulting in an increase
of finance costs by 358.5 million baht Profit for the period and profit attributable to owners
of the parent
Profit before effects from exchange rate Profit for the period in 2017 was 3,906.9 million
Profit before effects from exchange rate in 2017 baht, an increase of 3,686.3 million baht, of which
was 2,912.1 million baht, an increase of 2,659.4 the amount attributable to owners of the parent was
million baht. The majority of the increase was partly 3,451.4 million baht, an increase of 3.033.9 million
from the increase in the share of profit from GJP and baht or 726.6%.
040 Gulf Energy Development Public Company Limited
Liabilities
Total liabilities as of December 31, 2017 was 61,303.7 million baht, an increase of 5,270.5 million baht
or 9.4%. The increase was primarily due to the drawdown of long-term loans by the twelve SPPs under GMP
to finance construction costs and expenses of the power projects amounting to 15,888.6 million baht. Also,
the Company repaid debenture and bills of exchange during the year amounting to 12,500.0 million baht.
The following table shows the maturity profile of long-term borrowings as of December 31, 2017.
Long-term borrowings
Due date THB USD
(M. Baht) (M. US$)
Company IPD GMP Gulf Solar รวม GMP
Within 1 year - 1,200.0 923.6 2.5 2,126.2 10.5
1 – 5 years 7,000.0 1,083.1 6,444.9 11.0 14,539.0 70.5
Over 5 years - - 27,621.8 11.1 27,632.9 302.1
Total 7,000,0 2,283.1 34,990.3 24.6 44,298.0 383.0
Equity
Total equity as of December 31, 2017 was 39,348.2 million baht, an increase of 35,565.8 million baht,
of which the amount attributable to owners of the parent was 34,564.8 million baht, an increase of 32,243.8
million baht. The increase was primarily due to an increase in capital surplus from the IPO in November 2017.
After the IPO, debt to equity reduced substantially from 14.8 times as of December 31, 2016 to 1.6 times as
of December 31, 2017. A huge improvement in the leverage ratio demonstrates the Company’s robust
financial position and accommodates the Company’s future sustainable growth.
Annual Report 2017 041
1. Related party transactions of the Company and its subsidiaries with persons or entities who may have
a conflict of interest of the Company
Size of the transaction
Characteristics
Persons or entities who may for the year ended Necessity and appropriateness of
of the transac-
have a conflict of interest December 31, 2017 the transaction
tion
(Baht)
Pomodoro Group Co., Ltd. • Service expenses 1,575,781.93 The Company and its subsidiaries purchased food and
Relation to the Company • Other payables 186,716.60 beverages from Pomodoro Group Co., Ltd. The price
Mr. Sarath Ratanavadi as and payment conditions were in accordance with the
common major shareholder price and payment conditions which Pomodoro applied
to third parties.
In addition, the Company and its subsidiaries used
catering services from Pomodoro Group Co., Ltd. The
price and payment conditions were comparable to the
price and payment conditizons which the Company
procured from other service providers
Amata Spring Development • Entertainment 389,182.14 The Company paid Amata Spring Development Co.,
Co., Ltd. expenses Ltd. entertainment expenses for organizing receptions
Relation with the Company • Membership fees 36,416.82 for its customers and annual golf course membership
Mr. Sarath Ratanavadi as fees to support its customer reception events. The
Common major shareholder price and payment conditions were in accordance with
the price and payment conditions which Amata Spring
Development Co., Ltd. applied to third parties.
2. Material related party transactions of the Company and its subsidiaries with persons or entities who
may have a conflict of interest of the subsidiaries
• Finance costs 21,074,529.01 SPPs under GMP and IPPs under IPD have incurred
• Construction 347,661,629.83 guarantee fees payable to the Group of Mitsui & Co., Ltd
in progress which are recorded as finance costs and construction in
• Accrued expenses 353,931,207.56 progress, as Mitsui & Co., Ltd. guaranteed against SPPs
under GMP’s obligations under the relevant facility
agreements and against IPPs under IPD’s obligations
under the relevant facility agreement swith financial
institutions pursuant to its shareholding proportion in such
power projects, which is in accordance with the provisions
of the shareholders’ agreements.
Group of Hemaraj Land and • Cost of sales 46,134,967.22 SPPs under GMP used public utility and incurred
Development Public • Administrative 18,010,471.83 rental fees and expenses for right of way, which are
Company Limited expenses recorded as cost of sales and administrative expenses,
Relation to the Subsidiaries • Account payables 11,629,941.71 payable to the Group of Hemaraj Land and Development
Shareholder of 6 subsidiaries • Other payables 1,381,771.96 Public Company Limited. Such expenses were in accordance
of GMP • Accrued expenses 12,283,068.66 with the rates that the Group of Hemaraj Land and
Development Public Company Limited applied to other
operators in the industrial estates.
Annual Report 2017 043
Mr. Sarath GSRC Long-term loan facilities 1,200.0 1,200.0 • Mr. Sarath Ratanavadi pledged 210.8 million
Ratanavadi of 1,200.0 million shares at a par value of 5.0 baht per share Company
Guarantee letter facili- 1,250.0 1,250.0 each as collateal against GPD’s and GSRC’s
ties of 1,250.0 million obligations under the long-term loan and the letter
of guarantee facilities in which the facilities providers
GPD Long-term loan facilities 1,100.0 1,083.11 will release the pledge over such shares upon listing
of 1,100.0 million of the Company’s shares on the Stock Exchange
of Thailand.
Guarantee letter facili- 1,250.0 1,250.0
ties of 1,250.0 million • As of December 31, 2017, the abovementioned
pledge was in the process of being released, and
was subsequently completed on February 23, 2018.
The Company Long-term loan and 15,000.0 7,000.0 • Mr. Sarath Ratanavadi has pledged the
letter of guarantee Company’s shares in the number of 480.0 million
facilities and bill of shares at par value of THB 5.0 each in which the
exchange aval facilities facilities providers will release the pledge over such
of 15,000 million shares upon listing of the Company’s shares on the
Stock Exchange of Thailand.
• As of December 31, 2017, the release of the
abovementioned pledge was in the process, and
was subsequently completed on January 9, 2018.
Note: 1 The borrower did not draw down an outstanding balance of the facilities, because it has completed the land acquisition
with the loan amount.
Necessity and appropriateness of Related Party the general trading conditions with the same
Transactions characteristics as those entered into by a person
The related party transactions of the Company of ordinary prudence under the same situation
and its subsidiaries in the fiscal year ended December on his own interest and capable of negotiating
31, 2017 are the transactions entered into by without being subject to any influence from the other
relevant parties for the ordinary course of businesses parties who may have a conflict of interest (Arm’s
of the Company and its subsidiaries which contain Length Basis).
044 Gulf Energy Development Public Company Limited
Approval Procedure or Steps for Entry into Related various conditions in accordance with the ordinary
Party Transactions course of business in the industry and comparisons
Entry into any related party transactions or connected to the market price or the price of the third
transactions by the Company and its subsidiaries parties. In the case where the Audit Committee
must be in accordance with the Securities and has no expertise in considering and opining
Exchange Act, the Notification of the Capital Market on any potential related party transactions, the
Supervisory Board No. TorChor. 21/2551 regarding Company will procure an independent expert or the
Rules on Connected Transactions, as amended, auditor of the Company to give the opinion on such
and the Notification of the Board of Governors of the related party transactions to be proposed to the Board
Stock Exchange of Thailand regarding Disclosure of Directors, the Audit Committee or the shareholders
of Information and Other Acts of Listed Companies (as the case may be) for consideration in deciding to
Concerning the Connected Transactions, as amended, enter into such related party transaction in which the
including the relevant regulations of the Office of the director or the shareholder (as the case may be)
Securities and Exchange Commission and the Stock who has a conflict of interest in any transaction shall
Exchange of Thailand. Such entry into any related party have no right to vote on the agenda in relation to such
transactions or connected transactions by the transactions. The details of such transactions will also
Company and its subsidiaries must also be in be disclosed in the notes to the financial statements
compliance with rules prescribed by the Federation of the Company audited or reviewed by the Company.
of Accounting Professions on disclosure of related
party transactions in the notes to the financial Trend for Future Related Party Transactions
statements audited by the auditor of the Company and It is expected that the Company and its
relevant rules on disclosure of the same in Form 56-1. subsidiaries may enter into related party
In cases where the Company is required under transactions with persons or entities who may have
applicable laws to obtain an approval from the Board a conflict of interest with the Company in the future
of Directors’ meeting or the shareholders’ meeting for supporting the ordinary course of business. Such
prior to entering into any connected transaction, related party transactions will have price and general
the Audit Committee will be required to review conditions is similar to those of transactions with
and give its opinion on said transaction. The Audit third parties. The Company will comply with the
Committee’s opinion will then be proposed to requirements of the Securities and Exchange Act, the
the Board of Directors’ meeting or the shareholders’ Notification of the Capital Market Supervisory Board
meeting (as the case may be) for consideration so No. TorChor. 21/2551 regarding Rules on Connected
as to ensure that entry into the transaction is in the Transactions, as amended, and the Notification of
best interest of the Company. the Board of Governors of the Stock Exchange of
The Audit Committee shall give its opinion on Thailand regarding Disclosure of Information and
the necessity of the related party transactions of Other Acts of Listed Companies Concerning the
the Company and its subsidiaries with persons who Connected Transactions, as amended, including the
have a conflict of interest or may have a conflict of relevant regulations of the Office of the Securities
interest in the future and the appropriateness of the and Exchange Commission and the Stock Exchange
price for such transactions by taking into account of Thailand.
Annual Report 2017 045
Company Information
and Other Material Information
Company Information
Company name : Gulf Energy Development Public Company Limited
Company registration number : 0107560000231
Type of business : Holding company investing in a portfolio of electricity, steam and
chilled water generating projects and other related businesses
Head Office : 87 M. Thai Tower, All Seasons Place, 11th Floor Wireless Road,
Lumpini Sub-District Pathumwan District, Bangkok 10330
Telephone : 02-080-4499
Fax : 02-080-4455
Website : www.gulf.co.th
Registered capital : 10,666,500,000 baht
Paid-up capital : 10,666,500,000 baht
Type and number of total shares : 2,133,300,000 ordinary shares
Total issued and paid-up shares : 2,133,300,000 shares
Par value : 5.0 baht
Corporate Secretary
Telephone : 0-2080-4070
Fax : 02-080-4455
E-mail : [email protected]
Investor Relations
Telephone : 0-2080-4488
Fax : 02-080-4455
E-mail : [email protected]
Other References
1. Registrar
Thailand Securities Depository Co., Ltd.
Address : 93 The Stock Exchange of Thailand Building Ratchadaphisek Road,
Dindaeng Sub-District, Dindaeng District, Bangkok 10400
Telephone : 02-009-9000
Fax : 02-009-9991
Website : www.set.or.th/tsd
046 Gulf Energy Development Public Company Limited
2. Auditor
PricewaterhouseCoopers ABAS Ltd.
Address : 179/74-80 15th Floor, Bangkok City Tower South Sathorn Road,
Tungmahamek Sub-District Sathorn District, Bangkok 10120
Telephone : 02-344-1000
Fax : 02-286-5050
Website : www.pwc.com
3. Financial Advisors
Kasikorn Securities Public Company Limited
Address : 400/22 Kasikornbank Building, 1st, 3rd, 11th and 19th Floors
Phahon Yothin Road, Samsen-Nai Sub-District,
Phaya Thai District, Bangkok 10400
Telephone : 02-696-0000
Fax : 02-696-0099
Website : www.kasikornsecurities.com
Management Structure
As of December 31, 2017, the Company’s management structure consists of the Board of Directors,
the Audit Committee and the executives. The details of which are as follows:
President
Number of Meetings
attended
Director Position from January 1 -
December 31, 2017
1. Mr. Viset Choopiban* Chairman of the Board of Directors and Independent Independent 9/10
2. Mr. Kasem Snidvongs* Director and Chairman of Audit Committee 8/10
3. Mr. Sommai Phasee** Independent Director and Audit Committee Member 3/3
4. Dr. Raweporn Kuhirun Independent Director and Audit Committee Member 10/10
5. Mr. Vinit Tangnoi Independent Director and Audit Committee Member 10/10
6. Mr. Santi Boonprakub Independent Director 10/10
7. Mr. Sarath Ratanavadi* Director 9/10
8. Mrs. Porntipa Chinvetkitvanit Director 10/10
9. Mr. Boonchai Thirati Director 10/10
10. Mrs. Chotikul Sookpiromkasem* 9/10
Note: * The director was absented from the relevant meeting(s) due to prior scheduled commitment.
** Mr. Sommai Phasee was appointed by resolution of the Company’s Extraordinary Shareholders’ Meeting No. 3/2017 dated
September 14, 2017 to be an Independent Director and a Audit Committee member
Authorized Directors
Authorized directors of the Company are Mr. Sarath Ratanavadi or Mrs. Porntipa Chinvetkitvanit or
Mr. Boonchai Thirati or Mrs. Chotikul Sookpiromkasem, any two directors of these four directors
sign together with the Company’s seal affixed.
Note: * The director was absented from the relevant meeting due to prior scheduled commitment.
** Mr. Sommai Phasee and Dr. Raweporn Kuhirun are the directors who have the requisite experience and knowledge to review financial
statements of the Company.
The Audit Committee appointed Miss Chotiros Likitcharoenpanich, Senior Vice President - Internal
Audit, as the secretary of the Audit Committee.
2. Executives
As of December 31, 2017, the executives of the Company are as follows:
Executive Position
1. Mr. Sarath Ratanavadi Chief Executive Officer
2. Mrs. Porntipa Chinvetkitvanit President
3. Mr. Boonchai Thirati Senior Executive Vice President
4. Mr. Ratthaphol Cheunsomchit Senior Executive Vice President
5. Ms. Yupapin Wangviwat Senior Executive Vice President
6. Ms. Bung-on Suttipattanakit Senior Executive Vice President andChief Financial Officer
7. Mrs. Sukanya Woragullattanee Senior Vice President – Accounting and Budgeting
050 Gulf Energy Development Public Company Limited
3. Company Secretary
Ms. Chattawan Jaijakul was appointed by the resolution of the Board of Directors as the Company
Secretary whose duties and responsibilities are to prepare and keep documents of the Company as
required under the applicable laws; to keep reports on the interests reported by the directors and executives;
to provide advices in relation to rules and regulations that the Board of Directors and the executives should
be aware of; to prepare and organize orientation to the newly appointed director; to monitor and coordinate
in order for the Company to comply with the laws, the Company's Articles of Association and rules, and
the resolutions of the Board of Directors and shareholders’ meetings, including the corporate governance
policy and code of conduct; and to perform other acts as prescribed by the Securities and Exchange Act
and the Capital Market Supervisory Board.
The following table sets forth monetary remuneration of the directors and the audit committee members
for the fiscal year ended December 31, 2017.
Monthly Remuneration (Baht)
from January 1 – December 31, 2017
Name
Director Audit Committee
Member Total
1. Mr. Viset Choopiban 1,200,000 - 1,200,000
2. Mr. Kasem Snidvongs 780,000 270,000 1,050,000
3. Mr. Sommai Phasee 231,833 71,333 303,166
4. Dr. Raweporn Kuhirun 780,000 180,000 960,000
5. Mr. Vinit Tangnoi 780,000 180,000 960,000
6. Mr. Santi Boonprakub 780,000 - 780,000
7. Mr. Sarath Ratanavadi - - -
8. Mrs. Porntipa Chinvetkitvanit - - -
9. Mr. Boonchai Thirati - - -
10. Mrs. Chotikul Sookpiromkasem - - -
Note: The Company commenced remuneration payment to the Audit Committee from April 2017 pursuant to the resolution of the Company’s
Annual General Meeting of Shareholders for the Year 2017 held on April 28, 2017.
(4) The Company encourages all directors to broaden their knowledge in terms of performance of their
duties as directors for the purposes of enhancing their efficiency in discharging duties as directors.
(5) The Company will provide an orientation course for a new director and provide documents which aim
for assisting the director in discharging his/her duties as well as an induction into the Company’s businesses.
For the year ended as at December 31, 2017, the Company’s directors who have attended training
programs are as follows:
Corporate Governance
1. Corporate Governance Policy significance on the right of shareholders and
The Board of Directors adheres to and places shall refrain from taking any actions which would
importance on compliance with the corporate violate or deprive the shareholders of their right. The
governance principle, which forms part of the Company determines the policy to encourage and
fundamental management of the Company. facilitate shareholders in the following aspects.
In this light, the Board of Directors, the management (a) Shareholders’ Meeting
team, and employees all take into account their (1) The Company shall disclose the policy to
roles and responsibility to deliver systematic encourage all groups of shareholders to attend
management with transparency and efficiency so the meeting of shareholders
as to enhance the competitive edge and build (2) The Company shall arrange to provide
confidence for shareholders, investors, and all information on date, time, venue and agenda in a form
related parties, with reference to the corporate of invitation letter or attachments containing clarification
governance principle of listed companies stipulated and rationale for each agenda and proposed resolution;
by the Stock Exchange of Thailand (SET), which are and it shall refrain from taking any actions, which would
divided into five sections as described below. restrain the opportunity of shareholders to study the
information of the Company.
1.1 Shareholders’ Rights (3) The Company shall encourage shareholders
The Board of Directors is obligated to support, to exercise their right to attend the meeting and cast
promote, and facilitate all shareholders whom will be their vote. In case where any shareholders could not
provided with their basic legal rights by means and attend the meeting in person, the Company provides
standards, which are generally acceptable, transparent, an opportunity for such shareholder to appoint the
and fair. They are entitled to equitable treatment such Company’ independent directors or any person by
as the right to purchase, sell, or transfer shares, the proxy to attend the meeting on his/her behalf.
right to participate in meetings of shareholders as (4) The Company shall provide an opportunity
well as to receive profits and sufficient information of for shareholders to submit queries regarding each
the Company. The shareholders are entitled to freely meeting or other information via the email address:
express their opinions in Shareholders’ Meetings and [email protected] or at the Company address in line with
take part in decision-making on significant matters, the criteria of stipulated by the Company.
appointment or removal of directors, appointment (5) The Company shall encourage shareholders to
of auditors, and issues which impact the Company use the proxy form in a manner that each shareholder
such as dividend allocation, amendments to the can steer the voting direction and shall nominate at
Articles of Association, capital increase or decrease, least one Independent Director as alternative proxy
and approval of extraordinary items. All shareholders of shareholder.
are entitled to exercise their right to vote according (b) Arrangements on the date of Shareholders’
to their number of shares held on a one share one Meeting
vote basis. (1) The Company shall support and promote
Apart from abovementioned rights, the Company the use of technology such as barcode system,
or the Board of Directors acting on behalf of ballot casting, or other technology in the
the Company shall recognize and place
Annual Report 2017 057
Shareholders’ Meeting, including shareholder (2) The Company shall disclose to the
registration, vote counting, and result announcement public about the voting result of each agenda of
in order to ensure that the meeting can proceed the meeting within the next business day through
in a fast, correct, accurate, transparent, and the SET Portal.
auditable manner. The voting result will be disclosed in (3) The Company shall prepare the minutes
the minutes of Shareholders’ Meeting, with details of of Shareholders’ Meeting within 14 days of
approval, non-approval, and abstention votes for each the meeting date and/or relevant agencies
agenda where voting is required. In case where an within the timeframe stipulated by the law
agenda requires voting of various items, the Company and then publish them on the website of the
shall arrange for voting of each of such items to ensure Company.
transparency.
(2) The Company shall encourage all directors 1.2 Equitable treatment to shareholders
to attend the Shareholders’ Meeting where The Company is determined to treat shareholders
shareholders can ask questions directly to the on an equitable basis, both for major and
Chairman of sub-committees and all directors in minor shareholders, institutional shareholders,
related matters as deemed appropriate. including foreign shareholders in order to ensure
(3) The Company shall provide an independent transparency and fairness.
person as witness for vote counting or to be the (a) Provision of information prior to the Shareholders’
counting officer or inspector in the meeting; for Meeting
example, the auditor of the Company or legal (1) The Company shall notify the meeting program
advisor; and shall disclose the result to the meeting as well as the agenda and opinion of the Board of
for acknowledgement as well as recording the result Directors to SET and publish such details on the
in the minutes of meeting. Company’s website at least 28 days prior to the date
(4) The Company shall arrange the meeting in an of Shareholders’ Meeting
appropriate manner and provide shareholders an (2) The Company shall notify shareholders about
opportunity to express opinions and make queries rules of engagement in the Meeting, the voting
relating to the Company in the meeting. process, and the voting right of each type of share.
(c) Preparation of minutes of meeting and disclosure (3) The Company shall prepare the Thai and
of the resolutions of Shareholders’ Meeting English versions of the invitation letter to Shareholders’
(1) The minutes of Shareholders’ Meeting Meeting.
shall record the process of vote casting and result (b) Minority shareholders protection
announcement to the meeting prior to proceeding (1) The minority shareholders are entitled
with the meeting, including provision of an to express comments, opinions, or file complaint
opportunity for query session where significant with the Independent Directors at the email address:
questions and answers thereof will be recorded as well [email protected]. The Independent Directors will consider
as the voting result of each agenda and the names and take actions as deemed appropriate.
of Directors who attend and being absent from the (c) Insider trading prevention
meeting. (1) The Company determines the guideline in
058 Gulf Energy Development Public Company Limited
writing to keep and protect the inside information and conflict of interest.
communicate such guideline to all relevant parties to
ensure adherence thereto. 1.3 Roles towards stakeholders
(2) The Company determines that all Directors The Company adheres to business engagement
and executives have a duty to report the securities with transparency and fairness, taking into account
holding in the Company in accordance with the all stakeholders, while promoting social and
securities and exchange law. Such information will environmental development so as to achieve business
be disclosed in the annual report and reported to growth and sustainability.
the Board of Directors for acknowledgement on a (a) Determination of policy relating to stakeholders
quarterly basis. (1) The Company shall treat shareholders
(3) The Company determines that Directors, with fairness and equitability, taking into account
executives as well as Head of Accounting / Finance, the basic rights of shareholders. Benefit shall be
whom are informed of significant inside allocated fairly and consistently with transparency
information that has impact toward the Company’s while management shall be transparent and
share price, shall refrain from trading the auditable with determination to deliver sound
Company’s stock for a period of 30 days prior to performance and continuous and sustainable growth.
the disclosure of the quarterly and annual financial (2) The Company shall treat customers in its
statements to the public, and shall wait at least 24 willingness, to the best of its ability, and with
hours after such disclosure. justness; and shall adhere to the expected ethics
(d) Conflict of interest by directors without revealing the information or confidentiality
(1) The Company shall disclose the shareholding of customers while remaining dedicated to build
structure of the Company and subsidiaries in the sustainable relationship with the customers.
annual report. (3) The Company shall treat trade partners strictly
(2) The Company determines that the Directors and in alignment with fair trade competition, honor all
executives report their conflict of interest and that of contracts on its end, and behave in accordance to the
related persons by reporting such information to the Code of Conduct and ethics. In addition, the Company
Corporate Secretary, who is obligated to submit a copy shall promote the network of cooperation and build the
of the said conflict of interest within 7 days of the date supply chain as well as value chain to deliver optimal,
the report is received. mutual benefits.
(3) The Company determines that Directors are (4) The Company shall treat competitors strictly in
to declare the conflict of interest prior to the agenda alignment with fair trade competition by adhering to
consideration and the information shall be recorded in fair business engagement under the laws and Code
the minutes of the Board of Directors’ Meeting. of Conduct of the Company
(4) The Company determines that any Directors (5) The Company shall care for communities
with significant conflict of interest in a nature that surrounding the area of its operations with
may hinder him/her to provide independent opinion accountability and focus on promoting activities to
shall abstain from voting or refrain from attending the uplift the quality of life of the community members in
meeting in the agenda involved with such conflict of respect of education, occupation, art, and technology,
interest and shall not use any information which cause including provision of relief in time of any disasters.
Annual Report 2017 059
(6) The Company shall treat creditors with (a) Information disclosure
ethics by honoring the agreement or contract (1) The Company shall arrange for the mechanism
on its end and ensure just treatment for both parties. to ensure the correctness of information disclosure,
In case of failure to comply with the conditions, the which is sufficient for the investors’ decision making,
creditors shall be informed in advance in order to and to prevent any misunderstanding in the essence
mutually consider remedy. Also, the Company shall of information.
not demand for, or accept any fraudulent benefits. (2) In this sense, material information of the
(7) The Company shall treat public agencies and Company is defined as the information relating to
government authorities with political objectivity as its business operations that requires proper
stated in the Company’s Code of Conduct and ethic disclosure method due to its impact toward the
as well as the anti-corruption policy. share price or the investment decision of investors.
(8) The Company shall treat employees with fairness (3) The Company delegates that only authorized
and provide training to develop their knowledge and persons have the right to disclose the information yet
potential. Furthermore, the Company shall provide to be revealed to the public.
sound working environment and determine a standard (4) The Company prohibits disclosure of information
of safety in compliance with the laws. in the period of 2 weeks prior to the date of significant
(9) The Company shall care for the environment information announcement.
in line with its corporate social responsibility policy, (5) The Company shall disclose the corporate
contribute in environmental conservation, and governance policy, Code of Conduct and business
promote as well as support environmental conservation ethic, risk management policy, corporate social
programs. responsibility policy and result of compliance thereof
(b) Disclosure of activities in compliance with the via various channels such as the annual report, the
policy as well as preparation of corporate social company website, and so on.
responsibility report (6) The Board of Directors shall encourage the
(1) The Company shall disclose activities reflecting Company to prepare the Management Discussion
compliance with the corporate social responsibility and Analysis or MD&A together with disclosure of
policy and its mechanism to encourage employees to the financial statements of each quarter. This is
comply with the corporate social responsibility policy. to provide investors with information and better
(2) The Company arranges for preparation of the understanding about the changes of financial position
corporate social responsibility report of the and performance of the Company in each quarter in
Company, which may form part of the annual report, addition to figures stated in the financial statements.
or a separate report. (7) The Company shall determine the disclosure
of audit fee and other service fees related to the
1.4 Information disclosure and transparency auditors’ services.
The Company shall disclose material information (8) The Company shall disclose the roles and
via appropriate channels in a correct, adequate, responsibilities of the Board of Directors and
accountable, and timely manner, both in Thai and English sub-committees, the number of meetings held and
versions to sure equitable treatment to all shareholders the number of attendance of each Director in the past
060 Gulf Energy Development Public Company Limited
year, their opinions, and the training sessions and 2.8 Direct and indirect shareholding of Directors,
professional development of the Board of Directors major shareholders, and executives as
in the annual report. required by the law
(9) The Company shall disclose the remuneration 2.9 Invitation letter to annual general meeting and
policy to Directors and executives as required extraordinary meeting of shareholders
by the law. Such policy shall reflect the duties, 2.10 Articles of Association and Memorandum of
obligations, and responsibility of each person, Association
including the form or nature of remuneration. 2.11 Corporate governance policy of the Company
In this regard, the remuneration to be disclosed shall 2.12 Risk management policy
include that provided to each Directors who also 2.13 Charter or responsibilities, qualifications, and
assume directorship of subsidiaries. term of office of the Company’s Board of
(10) The Company shall disclose the information Directors
in line with the requirements of the Securities and 2.14 Charter or responsibilities, qualifications, and
Exchange Commission (SEC), SET and related laws, term of office of the Company’s sub-committees
including the disclosure of information to shareholders 2.15 The Company’s Code of Conduct and ethics
and/or the public in an equitable manner. 2.16 Contact information of department or
(b) Minimum disclosure on the Company’s website persons responsible for investor relations
(1) The Company discloses activities which function
reflect compliance with its policy whereby employee 2.17 Information or other documents that the
participation are encouraged. Company presented to analysts, fund
(2) The Company discloses the information as per managers or press
requirements of SET, SEC, and related laws. Such
disclosure will be made via SET’s channel and the 1.5 Directors’ responsibilities
Company’s website both in Thai and English versions (a) The Board of Directors structure
on a continuous basis. The information shall be the (1) Composition and qualifications of the Board of
most current version and contain, at the minimum, of Directors of the Company shall accord with the Board
the following information. of Directors Charter, details are as summarized in the
2.1 Vision and mission of the Company clause 3.1 “Board of Directors”
2.2 Nature of business (2) The qualifications of the Independent
2.3 List of Directors and executives Directors shall accord with the Board of Directors
2.4 Financial statements and report on financial Charter, details are as summarized in the clause 3.2
position and performance of the current and “Independent Directors”
previous year (3) The appointment, term of office, and retirement
2.5 The Annual Registration Statement (Form from office shall be made in accordance with the Board
56-1) and the annual report in downloadable of Directors Charter, details are as summarized in the
versions clause 3.1 “Board of Directors”
2.6 Direct and indirect shareholding structure (4) The appointment of the Company Secretary
2.7 Group company structure, including subsidiaries and determination of responsibilities as well as the
Annual Report 2017 061
conditions for discharge and the appointment of the 4.4 In a case where the Company Secretary
new Company Secretary shall be in compliance with is dismissed from duty or could not assume the
the Board of Directors Charter and the Company office, the Board of Directors shall appoint the
Secretary Charter, the essence of which are as follows. new Company Secretary within 90 days of the
4.1 The Company Secretary was appointed date the existing Company Secretary is relieved
by the Board of Directors to act on behalf of the from duty or could not perform duty. The Board of
Company or the Board of Directors Directors is authorized to delegate any Director to
- To prepare and maintain the Directors’ register, perform the duty in lieu of the Company Secretary
invitation letters for the Board of Directors’ meetings, during the vacuum period. The Chairman of the Board
the invitation letters for the Shareholders’ Meetings, of Directors shall inform the name of the Company
the minutes of the Board of Directors’ meetings, the Secretary to SEC within 14 days of the date where the
minutes of the Shareholders’ Meetings and the annual position is assumed.
report of the Company (b) The sub-committees
- To maintain records of conflict of interest (1) The Board of Directors appoints the Audit
reported by Directors or executives Committee and/or other committees as deemed
- To arrange the Board of Directors’ Meetings and appropriate
Shareholders’ Meeting (2) The Board of Directors shall ensure that
- To provide recommendations about the rules performance of the sub-committees is carried out with
and regulations to be aware by Directors and independence and objectivity
executives (3) The Board of Directors has put in place the
- To arrange for training and orientation as well as charter of each sub-committee to ensure that each
provide information necessary for current or newly committee perform duty effectively and deliver the
appointed Directors in performing their duties objectives of their duties and responsibilities
- To oversee and coordinate in order to ensure (c) Roles and responsibilities of the Board of Directors
that the Company complies with the laws, rules, (1) The Board of Directors has responsibilities as
regulations, and resolutions of the Board of Directors’ stated in the Board of Directors Charter in various
meetings, including the good corporate governance aspects, details are as summarized in the clause
policy and business ethics 2.1 “Scope of authority of the Board of Directors
- To partake in other engagements as required approved by the Board of Directors’ Meeting No.
by the Securities and Exchange Act as well as the 2/2017 held on April 18, 2017.”
Notifications of the Capital Advisory Board (d) The Board of Directors’ Meeting
4.2 The Company Secretary shall perform duty (1) The Board of Directors’ Meeting shall be held
with accountability, prudence, and honesty as well as at least every 3 months
ensure compliance with the laws, objectives, Articles (2) The Board of Directors’ Meeting shall assign a
of Association, resolutions of the Board of Directors as Director as the Chairman of the Board. In case where
well as those of the Shareholders’ Meeting. it is deemed appropriate, the Board of Directors may
4.3 The Board of Directors may pass a resolution assign one or more Directors to be Vice Chairman of
to dismiss the Company Secretary. the Board.
062 Gulf Energy Development Public Company Limited
(3) The Chairman of the Board shall call for the issues that required solution and improvement.
Board of Directors’ Meeting. In this regard, two or more (2) The Company may engage third-party advisor
Directors are entitled to request for an extraordinary to assist in determining the guidelines and propose
meeting. In this regard, the Chairman of the Board or issues for performance assessment of the Board
assigned persons shall determine the date of meeting every 3 years and disclose the result in the annual
within 14 days of the requesting date. report.
(4) The Chairman of the Board or delegated (g) Remuneration
person shall dispatch the invitation letter to Directors (1) The remuneration of the Board of Directors,
at not less than 7 days prior to the meeting, except in executives, and employees of the Company shall comply
case of emergency to protect the right or benefit of with the directors’ nomination and remuneration policy
the Company where the Company is allowed to make and the executives’ and employees’ compensation
appointment for the meeting by other means and the policy as determined by the Company.
meeting date could be determined sooner. (h) Self-development of the Board of Directors and
(5) The Company Secretary shall prepare the executives
minutes of meeting within 14 days of the meeting date. (1) Self-development of the Board of Directors
(e) Meeting quorum and executives shall accord with the policy on
(1) The meeting of the Board of Directors development of Directors and those of executives and
requires a minimum of not less than half of the employees as determined by the Company.
total members of the Board to constitute a quorum.
In this regard, the Chairman of the Board shall act as 2. Board Structure
the Chair of the meeting. In a case where the Chairman The Company’s board structure consists of the
of the Board is not present in the meeting or could Board of Directors and the Audit Committee with the
not carry out his duty, the Vice Chairman, if available, scope of authority and responsibility as follows:
shall convene the meeting as the Chair of the meeting. 2.1 Scope of authority and responsibility of the
In a case where the Vice Chairman of the Board Board of Directors
wwis unavailable or he could not carry out his duty, (a) Policy and corporate governance
the members of the Board present in the meeting shall (1) To carry out duties in compliance with the laws,
assign a member to chair the meeting. objectives, Articles of Association, and resolution
(2) The absolute discretion of the Board of Directors of the Shareholders’ Meeting with honesty and
is made by the majority whereby one Director has one integrity while being prudent in securing the benefit
vote. If the vote is even, the Chair of the meeting shall of the Company.
have an extra vote as the casting vote. In this regard, (2) To determine the policy and endorse matters
a Director with conflict of interest in any agenda shall relating to the overall operations of the Company such
have no right to vote in that particular agenda. as vision, business direction, strategies as well as to
(f) Self-assessment of the Board of Directors approve the business plan, annual budget, investment
(1) The self-assessment of the Board of Directors plan, financial decisions, and so on.
and sub-committees are made both as a whole and (3) To monitor the performance of the Company
individually on an annual basis for the Board to to ensure that the operation accords with the goal and
collaborate in considering its performance and any business plan.
Annual Report 2017 063
(4) To put in place a written policy on corporate and Profit and Loss Statements at least once for
governance that suits the nature of the Company every calendar year, which is the Company’s annual
and disclose such policy in the annual report for accounting period
shareholders’ acknowledgement. In this regard, the (3) To arrange for preparation of the balance sheet
Board should review the policy on a regular basis of and profit and loss statement at least once every
at least on annual basis. calendar year, which is the accounting period of
(5) To put in place the Code of Conduct and the Company, and propose them to the annual
business ethics in writing to serve as standards for general meeting of shareholders for consideration
performance of Directors, executives, and employees and approval. In this regard, the Board shall arrange
of the Company. In this regard, the Board should for the audit of such statements to be completed prior
monitor to ensure compliance with the Code of to proposing them to the meeting of shareholders
Conduct and business ethics on a determined basis. (c) Internal control, internal audit, and risk management
(6) To encourage Directors, executives, and (1) To establish the Audit Committee consisting of
employees of the Company to comply with the policy at least three members, which shall comply with
on corporate governance and Code of Conduct of the following criteria.
the Company. 1.1 To be appointed by the Board of Directors or
(7) To put in place the filing system of documents the Shareholders’ Meeting of the Company as the Audit
and evidence containing information, including Committee member
ensuring that the documents or evidence are 1.2 To be Independent Director with qualifications
maintained in a complete and correct manner as well and without prohibited characteristics; and
as auditable within a period of not less than 5 years of not to be Director assigned by the Board to make
the date such documents or information are prepared. decisions on the Company’s operations, subsidiaries,
In this regard, the maintenance of documents and associated companies, same-level subsidiaries, major
evidence, including maintenance using the computer shareholder or shareholders with controlling person
system or other systems which make them retrievable of the Company; and not to be the Director of the
without changes of texts. parent company, subsidiaries, or same-level
(8) To appoint the sub-committees to provide subsidiaries solely for listed companies
recommendations, to consider matters and perform 1.3 To perform duty in the same nature as
duty as determined and deemed appropriate by the determined by the Notification of the Stock Exchange
Board of Directors of Thailzand Re: Qualifications and Scope of Work of
(9) In case where the Board assigns executives or the Audit Committee
employees of the Company to perform a duty on its 1.4 To have adequate knowledge and experience
behalf, the assignment shall be clearly made in writing to perform duty as the member of Audit Committee.
or recorded as the resolution of the Board of Directors. In this regard, at least 1 member of the Audit Committee
(b) Finance with adequate knowledge and experience to perform
(1) To arrange for preparation and maintenance of duty in reviewing the reliability of the financial
the account as well as arrange for the audit thereof in statements
compliance with the related laws (2) To put in place the risk management policy, as
(2) To arrange for preparation of Balance Sheet well as risk management and control throughout the
064 Gulf Energy Development Public Company Limited
(g) Others external auditors; and arrange for the audit report on
(1) To perform other duties as stated in the significant issues, opinions, or recommendations,
notifications, rules, acts or other laws governing the including comments of executives.
Company (7) To consider and review the efficiency of the
system to monitor compliance with the laws, rules,
2.2 Scope of authority and responsibilities of the and regulations
Audit Committee (8) To review and monitor of the risk management
(1) The Audit Committee can seek for report or system of the Company
recommendations from independent professionals (9) To prepare the annual Audit Committee Report,
or for matters within its scope of authority as which shall be signed off by the Chairman of the Audit
necessary. Any related fee incurred shall be borne Committee
by the Company. (10) To provide the Board of Directors with a
(2) The Audit Committee may invite Directors or recommendation on the Company’s external auditors
employees of the Company to attend the meeting as well as the audit scope and audit fee
in order to consult with or clarify about the business (11) To consider and approve the internal audit
operations of the Company and projects of subsidiaries, charter, internal audit planning, and revision thereof
joint venture, and trade partner, which fall within (12) To take actions related to the Audit
the scope of duty and responsibility of the Audit Committee Charter as requested by the Company
Committee. (13) To consider and arrange for assessment
(3) The Audit Committee is entitled to consider and of adequacy of the Audit Committee Charter on
perform audit on any matter necessary for business an annual basis; and to propose any revision thereof
operations of the Company. to the Board of Directors for approval
(4) To consider and review correctness and (14) To oversee the Company in order to ensure
adequacy of disclosure of annual or interim financial compliance with the public limited company law, the
reporting of the Company to ensure appropriateness securities and exchange law, SET rules and regulations
and compliance with the accounting standards by and those of SEC relating to listed companies,
coordinating with the external auditors and executives including other regulations relating to the business
who responsible for preparation of the annual and operations of the Company.
quarterly financial reports. In this regard, the Audit
Committee may arrange for the external auditors to 2.3 Scope of authority of Chief Executive Officer
perform review or audit of any transactions deemed The Chief Executive Officer (CEO) is appointed
necessary and significant during the preparation of the by the Board of Directors and authorized with the
Company’s financial statements. authority and responsibility to manage company
(5) To consider and review to ensure the efficiency affairs as assigned by the Board. In this regard,
of the internal control system of the Company, including CEO shall strictly run the Company following
the IT security control system. the business plan or the budget approved by the Board
(6) To study and understand the scope of review in an honest and prudent nature so as to protect the
of the internal control system of the Company relating interest of the Company and shareholders. The scope
to financial reporting conducted by the internal and of authority of CEO shall include the following aspects
066 Gulf Energy Development Public Company Limited
a minimum of 5 Directors and not less than half of the (3) Appointment, term of office, and removal from
Board must reside in the Kingdom of Thailand. office
(c) The Independent Directors must account for at (a) The meeting of shareholders shall appoint
least a third of the Board of Directors, and there must Directors whereby the persons receiving the highest
be at least 3 of them. votes and the following ranks shall be elected as
(d) The Board of Directors shall elect a Director to Directors until all the seats are occupied. In a case
serve as the Chairman of the Board; and may elect where persons elected receiving equal votes, but
Vice Chairman of the Board as well as other positions the number of elected persons exceed the number
as deemed fit of Directors required, a lot drawing method shall be
(2) Qualifications of Directors applied until all the seats are occupied.
(a) A natural person and of maturity age (b) In each annual general meeting of shareholders,
(b) Not being bankrupted, incompetent, or one-thirds of Directors shall retire by rotation. If the
quasi-incompetent one-thirds proportion could not be made, the closest
(c) Never being imprisoned due to a final judgement numbers shall apply. Directors who shall retire by
except for an offence committed through assets rotation shall be the ones with the longest serving
acquired by fraud and never be dismissed or discharged period. However, the retired Directors may be
from the civil service or public agencies on the charge re-elected for another term.
of fraud (c) The meeting of shareholders may pass the
(d) Duly qualified and having no prohibited resolution to remove any Director prior to his end of
characteristics in accordance with the Public office term by the votes representing not less than
Limited Company Act, and shall not possess any three-fourths of number of shareholders attending the
inappropriate nature that restrains him from being meeting with the right to vote; and total shares shall
entrusted to manage a business whose shares are not be less than half of number of shares held by
held by the public as stipulated by SEC shareholders attending the meeting with the right to
(e) Being an expert with knowledge, capability, vote.
and experience that are beneficial to the Company’s (d) Directors shall vacate the office upon:
operation and can fully dedicate his time for the - Death;
responsibility - Resignation;
(f) Do not engage in the business of the same - Being disqualified or having prohibited
nature as that of the Company and competing against characteristics as stipulated by the laws;
the Company; or assume directorship of ordinary - Being dismissed by the resolution of shareholders;
partnership or hold the position of unlimited liability - Being dismissed by the court order.
partner of limited partnership or to be a Director of (e) To resign, Director shall tender the resignation
a private company or other company engaging in letter to the Company and it would become effective
the business of the same nature and competing on the date it is delivered to the Company.
against the Company’s business, whether for personal
or others’ gains unless such engagements were 3.2 Independent Directors
notified to the Shareholders’ Meeting prior to the The Board of Directors shall mutually consider
resolution was passed to approve such appointment the qualifications of candidates to serve as the
068 Gulf Energy Development Public Company Limited
Independent Directors with reference to qualifications Company, the parent company, a subsidiary, a joint/
and prohibited characteristics as per the Public associated company, a major shareholder
Company Limited Act, the Securities and Exchange Act, or an entity with controlling authority in such
notifications of the Capital Advisory Board, including a manner that may obstruct their exercise of
related announcements and/or regulations. In addition, independent discretion. Further, an Independent
the Board of Directors shall select Independent Director is not a significant shareholder or an entity
Directors based on experience and suitability with controlling authority over a party with
in other aspects. Then, the candidates shall be business relationship with the Company, the
nominated to the meeting of shareholders for parent company, a subsidiary, a joint/associated
appointment. The Company has policy to appoint company, a major shareholder or an entity
Independent Directors which accounts for one- with controlling authority, unless he is free from such
third of total Directors and to have a minimum of 3 condition at not less than two years prior to his/her
Independent Directors. In this regard, the Board of appointment as Independent Director
Directors has determined the qualifications of the Such business relationship is inclusive of
Independent Directors as follows. a trading transaction occurring on a conventional
(1) Hold no more than 1% of all shares with voting basis for the conduct of business; a rent or lease
right of the Company, the parent company, a subsidiary, of property; a transaction involving assets or services;
a joint/associated company, a major shareholder or a provision or an acceptance of financial
an entity with controlling authority. This is inclusive assistance through means of a loan, a guarantee,
of shares held by anyone who is affiliated with them a use of an asset as collateral against debt; and,
(2) Do not involve in the management, employees, other similar actions which result in the Company
staff, consultant with monthly salary or entities with or the party to the contract having a debt to be
controlling authority over the company, the parent repaid to another party for the amount from 3%
company, a subsidiary, a joint/associated company, of net tangible assets (NTA) of the Company
a same-level subsidiary, a major shareholder or an or from 20 Million Baht, whichever is lower. This amount
entity with controlling authority, unless he is free from is determined by the calculation of Related Transaction
such condition not less than two years prior to his/ value as per the Notification of the Capital
her appointment as an Independent Director. In this Advisory Board. It is inclusive of debt(s) arising within
regard, the prohibited characteristics do not include one year prior to the day of business relationship with
cases where the Independent Director who served as the same party.
civil servant or advisor to public agencies, who is major (5) Never serve nor was an auditor of the Company,
shareholder or entities with controlling authority. the parent company, a subsidiary, a joint/associated
(3) Have no connection by blood or legal registration company, a major shareholder or an entity with
as father, mother, spouse, sibling, son/daughter or controlling authority, and, not a significant shareholder
spouse of son/daughter of another Director, executive, or a partner to the audit office with which the
a major shareholder, and an entity with controlling auditors of the parent company, a subsidiary,
authority or an individual who will be nominated as a joint/associated company, a major shareholder or an
Director, executive or entity with controlling authority entity with controlling authority are associated, unless
over the company or the subsidiary. he is free from such condition at not less than two years
(4) Have no business relationship with the prior to his/her appointment as Independent Director
Annual Report 2017 069
(6) Never serve as nor was not a person rendering with qualifications in compliance with public
any professional service or a legal or financial consultant limited laws, the securities and exchange law, rules
who is paid more than 2 Million Baht in service fee and regulations related to listed companies of SET and
per year by the Company, the parent company, a SEC as well as Articles of Association of the Company.
subsidiary, a joint company, a major shareholder or an (2) The Head of Internal Audit Department of the
entity with controlling authority, and, not a significant Company shall serve as the Secretary of the Audit
shareholder or an entity with controlling authority over Committee.
the Company or a partner to such professional service (3) Each member of the Audit Committee has
provider, unless he is free from such condition at not a 3-year term of office. In this regard, the retired
less than two years prior to his/her appointment as members of the Audit Committee may be re-elected
Independent Director for another term. However, the re-election shall not be
(7) Not being a Director who is appointed to be on automatic basis.
a nominee of a Director of the Company, a major (4) The term of office of the Audit Committee
shareholder or a shareholder who is connected to a members shall end immediately when such member
major shareholder of the Audit Committee retires from the position of
(8) Do not engage in a business of the same Director.
nature as and which is significantly competitive to that
of the Company, the parent company or a subsidiary. 3.4 Chief Executive Officer
An Independent Director is not a significant partner The nomination process for Chief Executive
to a partnership or a Director with involvement in Officer is determined in the Chief Executive Officer
the management, employees, staff, consultant with Charter i.e. the Board of Directors appoints the
monthly salary, or, who holds more than 1% of all Chief Executive Officer and authorizes him with the
shares with voting rights of another company which is authority and duty related to management of
engaged in a business of the same nature as and which company affairs as assigned by the Board as stated
is significantly competitive to that of the Company in the clause 2.3 “Scope of authority and duty of Chief
or a subsidiary. Executive Officer”.
(9) Do not have any other characteristic which
prevents him from opining freely on the operation of 4. Overseeing of Operations of Subsidiaries and
the Company Associated Companies
The Company has adopted a policy on corporate
3.3 The Audit Committee governance for the purpose of overseeing and
The composition and qualifications of the Audit managing the operations of its subsidiaries and
Committee of the Company are determined in the associated companies which operate core businesses
Audit Committee Charter, the essence of which can of the group (the “Policy”). The purpose of the
be summarized below. Policy is to prescribe a direct and indirect mechanism
(1) The Board of Directors of the Company to ensure that the Company is able to oversee
appoints the Audit Committee, which includes the and manage the operations of its subsidiaries and
Chairman of the Audit Committee and members, associated companies (as the case may be) and
and comprises not less than 3 Independent Directors to monitor that the subsidiaries and associated
070 Gulf Energy Development Public Company Limited
companies (as the case may be) of the Company 5. Performance assessment
are in compliance with the Company’s measures, Performance assessment of the Board of Directors
procedures and policies, including the Public The Board of Directors arrange for the annual
Limited Company Act, the Civil and Commercial assessment of overall performance of the Board of
Code of Thailand, the Securities law and any other Directors as a whole and on individual bases. This is
relevant laws, notifications, regulations and rules of for the Board to mutually consider its performance and
the Capital Market Supervisory Board, the Securities issues for further improvement and efficiency.
and Exchange Commission (the “SEC”), the Office The self-assessment process of the Board of
of the SEC and the Stock Exchange of Thailand. In Directors and the sub-committees is made whereby
addition, in order to protect the Company’s interest the Company Secretary and the Secretary of the
in the investment in the subsidiaries and associated Audit Committee submit the assessment form to
companies, the Company has adopted the Policy, and all Directors to perform the assessment. Such form
prescribed that all of the directors, executives and/or shall be returned to the Company Secretary
employees appointed by the Company to be director and the Secretary of the Audit Committee to
and/or executive of the subsidiaries and associated process the result and summarize the score,
companies are required to acknowledge the content which will be reported to the meeting of the
of the Policy by signing the acknowledgement of Audit Committee and the Board of Directors for
the Policy. acknowledgement.
The key performance assessment topics are as follows.
Assessment as a whole Individual assessment
Board Audit Board Audit
of Directors Committee of Directors Committee
(1) Structure and qualifications
(2) Board/Committee meetings
(3) Roles, duties, and responsibilities of
Directors
(4) Others such as relationship between
the Board and management,
self-development of Directors and executives
In 2017, the result of the performance assessment of the Board of Directors and the Audit Committee
can be summarized as follows.
Assessment as a whole Individual assessment
(Percent) (Percent)
The Board of Directors 95 99
The Audit Committee 97 93
Annual Report 2017 071
5. Monitoring
The Company monitors performance against the Company and its subsidiaries from misuse by
its key performance indicators (KPI) and provides directors or management, as well as to prevent
reports which include analysis of performance gaps transactions with individuals that may represent
to inform the management and Board of Directors conflicts of interest.
decisions regarding strategic directives for the With regards to organizational risk management,
future. With regards to internal control, the Company the Audit Committee is responsible for considering,
has tasked the internal audit department with reviewing and overseeing risk management within
reviewing measures and reporting their findings to the the organization to ensure risk management
Audit Committee in a timely and consistent manner. activities proceed efficiently and effectively,
taking into consideration both the organization’s risk
Auditing and review of internal control and risk management plan and implementation of the plan.
management systems In addition, the Audit Committee has appointed
The Board of Directors is responsible for the internal audit department, which works
appointing an Audit Committee to review the independently from the management, to audit and
adequacy and appropriateness of the Company’s review the operations of the various departments
internal control system to ensure the processes within the Company and its subsidiaries to ensure
comply with internationally accepted guidelines that said departments are operating within the
set by the Committee of Sponsoring Organizations framework of internal control set by the Company.
of the Treadway Commission (COSO). The review
process of internal control covers management Appointment of the internal audit supervisor
control, operation control, accounting and financial The Company has an internal audit department
control and compliance control, and also takes into which reports directly to the Audit Committee and is
consideration the internal and external auditors’ responsible for overseeing internal audit operations,
reports on the Company’s internal control system. ensuring that auditing is conducted independently,
The Audit Committee will evaluate the internal efficiently and effectively. The Audit Committee’s
control system through interviews with the Meeting No. 2/2560 held on April 18, 2017 passed
Company’s management, review of the internal a resolution naming Ms. Chotiros Likitcharoenpanich
auditors’ reports, and acknowledgement of as the Company’s Head of Internal Audit Department,
annual results of risk management. In the Board as the Audit Committee determined that she
of Directors’ Meeting No. 2/2018 held on February possesses the necessary knowledge and capability,
26, 2018, the Board of Directors and the Audit appropriate qualifications, experience in internal
Committee were in agreement that the Company’s auditing, understanding of the Company’s business,
internal control systems were adequate and and ability to effectively monitor and assess the
appropriate, an adequate number of staff were hired internal control system. That said, the appointment,
to ensure internal control would proceed effectively, dismissal and transference, as well as the assessment
and there was sufficient monitoring of subsidiary of independence of Head of the Internal Audit
companies’ operations to safeguard the assets of Department must be approved by the Audit Committee.
080 Gulf Energy Development Public Company Limited
Date of Appointment
May 25, 2017
Age
72 years
Education
- Honorary Doctorate of Engineering,
Chulalongkorn University
- Master of Electrical Engineering,
Chulalongkorn University
- Bachelor of Electrical Engineering,
Chulalongkorn University
Training
The Joint State - Private Sector Course, Class 8,
National Defence College
Date of Appointment
May 25, 2017
Age
79 years
Education
- Master of Development Economics,
Williams College, Massachusetts, USA
- Bachelor of Science (Honors), Sir John College,
London University, United Kingdom
Training
The National Defence, Class 21, National Defence
College
Director Training
- Director Accreditation Program (DAP),
Class 33/2005, Thai Institute of Directors • Non-listed Companies
- Finance for Non-Finance Directors (FND), 1992 - Present Director, Thailand Environment
Class 15/2005, Thai Institute of Directors Institute
Present Chairman of the Board,
Working Experience (during the recent 5 years) and/ Sem Pringpuangkaew
or Important Positions Foundation
2011 - 2017 Independent Director and Chairman Present Director, Environment Law
of the Audit Committee, Gulf Energy Center Thailand Foundation
Development Company Limited Present Chairman, Population and
2006 - 2008 Minister, Ministry of Natural Resources Community Development
and Environment Association
2002 - 2006 Director and Chairman of the Audit
Committee, Gulf Electric Public Shareholding in the Company:
Company Limited • Personal: 0.007%
1996 - 2000 Senator • Spouse or minor child: - None -
1992 - 1998 Permanent Secretary, Ministry
of Science and Technology Relationship among Family with Other Directors,
Management, Major Shareholders and Subsidiaries :
Other Directorship Positions/ Other Positions at Present - None -
• Other Listed Companies
- None -
082 Gulf Energy Development Public Company Limited
Date of Appointment
September 14, 2017
Age
73 years
Education
- Master of Economics (Planning and
Development), Vanderbilt University, USA
- Master of Economics, Thammasat University
- Bachelor of Economics (Honors), Thammasat
University
Training
- Senior Executive Development Program,
Class 11, Civil Service Training Institute, Office of
the Civil Service Commission
- The National Defence, Class 37, National
Defence College 2006 - 2007 Deputy Minister, Ministry of Finance
2004 - 2006 Chairman of the Board of Directors,
Director Training Gulf Electric Public Company Limited
- Director Accreditation Program (DAP), 1998 - 2004 Deputy Permanent Secretary,
Class 59/2006, Thai Institute of Directors Ministry of Finance
- Role of the Chairman Program (RCP),
Class 9/2003, Thai Institute of Directors Other Directorship Positions/ Other Positions at Present
• Other Listed Companies
Working Experience (during the recent 5 years) and/ - None -
or Important Positions • Non-listed Companies
2017 - 2018 Chairman of the Board of Directors 2017 - Present Director,
and Independent Director, Aroonsom Company Limited
Nok Airlines Public Company Limited 2016 - Present Director,
2014 - 2015 Chairman of the Board of Directors, Sai Nam Yen Company Limited
Crown Property Bureau 2016 - Present Director, Andaman Beach Suites
2014 - 2015 Chairman of the Board of Directors, Company Limited
Bank for Agriculture and Agricultural
Co-operatives Shareholding in the Company:
2014 - 2015 Deputy Chairman of the Anti-Money • Personal: 0.005%
Laundering Board, Anti-Money • Spouse or minor child: - None -
Laundering Office
2014 - 2015 Minister, Ministry of Finance Relationship among Family with Other Directors,
2011 - 2014 Director, Gulf Energy Development Management, Major Shareholders and Subsidiaries :
Company Limited - None -
Annual Report 2017 083
Date of Appointment
May 25, 2017
Age
74 years
Education
- Doctor of Public Administration, Eastern Asia University
- Master of Business Administration - Accounting, Central
of Michigan University, USA
- Bachelor of Accountancy, Chulalongkorn University
- Bachelor of Laws, Ramkhamheang University
Training
- The National Defence, Class 38, National Defence College
- Program for Senior Executive on Justice Administration,
Class 14, National Justice Academy, Office of the Judiciary
- Top Executive Program in Commerce and Trade (TEPCoT),
Class 4, Commerce Academy
- Capital Market Leadership Program, Class 7, Capital 2008 - 2015 Advisor of the Audit Committee, Thai Airways
Market Academy International Public Company Limited
- The International Auditor’s Fellowship Program, Government 2011 - 2013 Honorary Member of Special Investigation
Accountability Office (U.S. GAO), USA Commission, Department of Special Investigation
- Audit of Computer System Program, Kingston Polytechnic, 2000 - 2006 Member of the State Audit Commission, Office
United Kingdom of the Auditor General of Thailand
- Internal Audit and Computer Audit Program, National
Audit Office (NAO), United Kingdom Other Directorship Positions/ Other Positions at Present
- Procurement Audit Program, Board of Audit and Inspection, • Other Listed Companies
Republic of Korea
- None -
Director Training • Non-listed Companies
2011 - Present Distinguished Member,
- Director Accreditation Program (DAP), Class 94/2012,
Srinakharinwirot University
Thai Institute of Directors
2007 - Present Committee on Overseeing
- Director Certification Program (DCP), Class 155/2012,
the NBTC’s Operation, National
Thai Institute of Directors
Broadcasting and Telecommunication
- Audit Committee Program (ACP), Class 38/2012,
Commission (NBTC)
Thai Institute of Directors
Working Experience (during the recent 5 years) and/ Shareholding in the Company:
or Important Positions • Personal: 0.005%
2016 - 2017 Independent Director and Member of the Audit • Spouse or minor child: - None -
Committee, Gulf Energy Development
Company Limited Relationship among Family with Other Directors,
2011 - 2014 Independent Director and Member of the Audit Management, Major Shareholders and Subsidiaries :
Committee, PTT Global Chemical Public - None -
Company Limited
084 Gulf Energy Development Public Company Limited
Date of Appointment
May 25, 2017
Age
67 years
Education
- Master of Science in Industrial Engineering,
University of Texas at Arlington, USA
- Bachelor of Mechanical Engineering,
Kasetsart University
Training
- Senior Executive Development Program-1,
GE Co., Ltd., USA
- Advanced Management Program,
Harvard Business School, USA
- Senior Executive Program, Sasin Graduate
Institute of Business Administration, 2006 - 2008 Director, Ratchaburi Electricity
Chulalongkorn University Generating Holding Public
- Capital Market Leadership Program, Class 8, Company Limited
Capital Market Academy
- Army War College Regular Program, Other Directorship Positions/ Other Positions at Present
Royal Thai Army War College • Other Listed Companies
- None -
Director Training • Non-listed Companies
Director Certificate Program (DCP), Class 67/2005, - None -
Thai Institute of Directors
Shareholding in the Company:
Working Experience (during the recent 5 years) and/ • Personal: 0.005%
or Important Positions • Spouse or minor child: - None -
2014 - 2017 Independent Director and Member
of the Audit Committee, Gulf Energy Relationship among Family with Other Directors,
Development Company Limited Management, Major Shareholders and Subsidiaries :
2009 - 2011 Chairman of the Board of Directors, - None -
Gulf Electric Public Company Limited
2008 - 2011 Director, BLCP Power Company
Limited
2007 - 2008 Deputy Governor, Electricity
Generating Authority of Thailand
Annual Report 2017 085
Date of Appointment
May 25, 2017
Age
65 years
Education
- Master of Public and Private Management
Program, National Institute of Development
Administration
- Bachelor of Science in Statistics,
Ramkhamhaeng University
Training
- Senior Executive Development Program II, Office
of the Civil Service Commission (OCSC)
- Civil Service Executive Program: Visionary
and Moral Leadership, Office of the Civil Service
Commission (OCSC)
- Public Economics Management for Executives Other Directorship Positions/ Other Positions at Present
Program, Class 3, King Prajadhipok’s Institute • Other Listed Companies
- Economics for Natural Resource Management, - None -
Oregon State University, USA • Non-listed Companies
2017 - Present Member of Audit and Evaluation
Director Training Committee, Agricultural Research
Director Accreditation Program (DAP), Class 131/2016, Development Agency
Thai Institute of Directors 2017 - Present Honorary Board Member,
Biodiversity-Based Economy
Working Experience (during the recent 5 years) and/ Development Office
or Important Positions
2015 - 2017 Independent Director, Gulf Energy Shareholding in the Company:
Development Company Limited • Personal: 0.005%
2011 - 2013 Secretary General, Office of Natural • Spouse or minor child: - None -
Resources and Environmental Policy
and Planning Relationship among Family with Other Directors,
2010 - 2011 Inspector General, Ministry of Natural Management, Major Shareholders and Subsidiaries :
Resources and Environment - None -
2009 - 2010 Deputy Secretary General, Office of
Natural Resources and Environmental
Policy and Planning
2009 Deputy Director General, Department
of Mineral Resources
086 Gulf Energy Development Public Company Limited
Date of Appointment
May 25, 2017
Age
52 years
Education
- Master of Science in Engineering Management,
University of Southern California, USA
- Bachelor of Civil Engineering, Chulalongkorn University
Training
- Top Executive Program in Energy Literacy for the World,
Class 1, Thailand Energy Academy
- Administrative Justice for Executives Program, Class 1,
Administrative Justice Institute, Office of the Administrative
Courts
- Capital Market Leadership Program, Class 7,
Capital Market Academy
Director Training 1994 - 2016 Director and President, Gulf Electric Public
Director Accreditation Program (DAP), Class 138/2017, Company Limited
Thai Institute of Directors
Other Directorship Positions/ Other Positions at Present
Working Experience (during the recent 5 years) and/ • Other Listed Companies
or Important Positions - None -
2011 - 2017 Director and Chief Executive Officer, Gulf Energy
Development Company Limited • Non-listed Companies
2008 - 2017 President, Gulf JP Company Limited 2017 - Present Director, Gulf Capital Holdings Limited
2012 - 2014 Director, Gulf VTP Company Limited 2017 - Present Director, Gulf Investment and Trading
2012 - 2014 Director, Gulf TS1 Company Limited Pte. Ltd.
2012 - 2014 Director, Gulf TS2 Company Limited 2017 - Present Director, Gulf Sports Management
2012 - 2014 Director, Gulf TS3 Company Limited Company Limited
2012 - 2014 Director, Gulf TS4 Company Limited 2016 - Present Director, Gulf Holding (Thailand) Company
2012 - 2014 Director, Gulf NC Company Limited Limited
2012 - 2014 Director, Gulf BL Company Limited 2008 - Present Director, Gulf JP Company Limited
2012 - 2014 Director, Gulf BP Company Limited 2006 - Present Director, Pomodoro Holding
2012 - 2014 Director, Gulf NLL2 Company Limited Company Limited
2012 - 2014 Director, Gulf NPM Company Limited 2006 - Present Director, Pomo at Siam Company Limited
2012 - 2014 Director, Gulf NRV1 Company Limited 2001 - Present Director, Pomodoro Five Company Limited
2012 - 2014 Director, Gulf NRV2 Company Limited 2000 - Present Director, Rachakarn Holding
2004 - 2015 Chairman of the Board of Directors, Gulf Energy Company Limited
Company Limited 1999 - Present Director, Pomodoro Company Limited
2004 - 2015 Chairman of the Board of Directors, Gulf IPP 1996 - Present Director, KTS Building Company Limited
Company Limited 1994 - Present Director, Rachakarn Company Limited
2003 - 2017 Director, Pomodoro Group Company Limited
2002 - 2015 Chairman of the Board of Directors, Shareholding in the Company:
Samutprakarn Cogeneration Company Limited • Personal: 35.438%
2002 - 2015 Chairman of the Board of Directors, Nong Khae • Spouse: 0.164%
Cogeneration Company Limited • Minor Child: - None -
1997 - 2015 Chairman of the Board of Directors, • Juristic Entities Holding More Than 30% of Shares: 36.563%
Gulf Yala Green Company Limited
1996 - 2015 Chairman of the Board of Directors, Relationship among Family with Other Directors,
Gulf Cogeneration Company Limited Management, Major Shareholders and Subsidiaries :
1996 - 2015 Chairman of the Board of Directors, Gulf Power - None -
Generation Company Limited
Annual Report 2017 087
Date of Appointment
May 25, 2017
Age
55 years
Education
- Master of Industrial Engineering, Asian Institute of Technology
- Bachelor of Mechanical Engineering, Khon Kaen University
Training
- Administrative Justice for Executives Program, Class 4,
Administrative Justice Institute, Office of the Administrative
Courts
- Top Executive Program in Energy Literacy for the World,
Class 3, Thailand Energy Academy
- Capital Market Leadership Program, Class 20, Capital Market
Academy
- The National Defence, Class 58, National Defence College
Director Training 2012 - Present Director, Independent Power Development
Director Certificate Program (DCP), Class 159/2012, Company Limited
Thai Institute of Directors 2012 - Present Director, Gulf VTP Company Limited
2012 - Present Director, Gulf TS1 Company Limited
Working Experience (during the recent 5 years) and/or 2012 - Present Director, Gulf TS2 Company Limited
Important Positions 2012 - Present Director, Gulf TS3 Company Limited
2011 - 2017 Director and President, Gulf Energy Development 2012 - Present Director, Gulf TS4 Company Limited
Company Limited 2012 - Present Director, Gulf NC Company Limited
1994 - 2016 Senior Executive Vice President, Gulf Electric Public 2012 - Present Director, Gulf BL Company Limited
Company Limited 2012 - Present Director, Gulf BP Company Limited
2012 - Present Director, Gulf NLL2 Company Limited
2012 - Present Director, Gulf NPM Company Limited
Other Directorship Positions/ Other Positions at Present 2012 - Present Director, Gulf NRV1 Company Limited
• Other Listed Companies 2012 - Present Director, Gulf NRV2 Company Limited
- None - 2011 - Present Director, Gulf JP Company Limited
• Non-listed Companies 2009 - Present Director, Gulf JP NNK Company Limited
2017 - Present President, Gulf JP Company Limited 2009 - Present Director, Gulf JP NLL Company Limited
2017 - Present Director, Kolpos Pte. Ltd. 2009 - Present Director, Gulf JP CRN Company Limited
2017 - Present Director, WHA Eastern Seaboard NGD4 2009 - Present Director, Gulf JP NS Company Limited
Company Limited 2009 - Present Director, Gulf JP UT Company Limited
2016 - Present Director, WHA Eastern Seaboard NGD2 2008 - Present Director, Gulf JP KP1 Company Limited
Company Limited 2008 - Present Director, Gulf JP KP2 Company Limited
2016 - Present Director and President, Gulf Electric Public 2008 - Present Director, Gulf JP TLC Company Limited
Company Limited 2008 - Present Director, Gulf JP NK2 Company Limited
2015 - Present Director, Gulf WHAMT Natural Gas Distribution 2004 - Present Director, Gulf IPP Company Limited
Company Limited 2004 - Present Director, Gulf Energy Company Limited
2014 - Present Director, Gulf Chana Green Company Limited 2003 - Present Director, Gulf Yala Green Company Limited
2014 - Present Director, SBY Biomass Company Limited 2002 - Present Director, Samutprakarn Cogeneration
2014 - Present Director, Thepa Clean Energy Company Limited Company Limited
2014 - Present Director, Gulf Pattani Green Company Limited 2002 - Present Director, Nong Khae Cogeneration
2014 - Present Director, Gulf SRC Company Limited Company Limited
2014 - Present Director, Gulf PD Company Limited 2000 - Present Director, Gulf Cogeneration Company Limited
2014 - Present Director, Gulf International Investment 2000 - Present Director, Gulf Power Generation Company Limited
(Hong Kong) Limited
2014 - Present Director, Gulf International Holding Pte. Ltd. Shareholding in the Company:
2014 - Present Director, Gulf Solar BV Company Limited • Personal: 0.018%
2014 - Present Director, Gulf Solar TS1 Company Limited • Spouse or minor child: - None -
2014 - Present Director, Gulf Solar TS2 Company Limited
2014 - Present Director, Gulf Solar KKS Company Limited Relationship among Family with Other Directors,
2013 - Present Director, Gulf MP Company Limited Management, Major Shareholders and Subsidiaries :
2013 - Present Director, Gulf Solar Company Limited - None -
088 Gulf Energy Development Public Company Limited
Date of Appointment
May 25, 2017
Age
64 years
Education
- Bachelor of Electrical Engineering, Chulalongkorn University
Training
- Business Administration for Executive Program, National
Petrochemical Public Company Limited
- Politics and Governance in Democratic Systems for
Executives Program, Class 10, King Prajadhipok’s Institute
- Public Economics Management for Executives Program,
Class 6, King Prajadhipok’s Institute
- Administrative Justice for Executives Program, Class 2,
Administrative Justice Institute,
Office of the Administrative Courts
- Top Executive Program in Energy Literacy for the World,
Class 2, Thailand Energy Academy
- Executive Management with Business Development and
Investment, Class 2, Institute of Business and Industrial
Development (IBID) 2015 - Present Director, Gulf IPP Company Limited
Director Training 2015 - Present Director, Gulf Cogeneration Company Limited
Director Accreditation Program (DAP), Class 128/2016, 2015 - Present Director, Gulf Power Generation
Thai Institute of Directors Company Limited
2015 - Present Director, Gulf Yala Green Company Limited
Working Experience (during the recent 5 years) and/or 2015 - Present Director, Nong Khae Cogeneration
Important Positions Company Limited
2014 - 2017 Director and Senior Executive Vice President, 2015 - Present Director, Samutprakarn Cogeneration
Gulf Energy Development Company Limited Company Limited
2016 - 2017 Director, Amata Spring Development 2014 - Present Director, Gulf VTP Company Limited
Company Limited 2014 - Present Director, Gulf TS1 Company Limited
2015 - 2017 Director, Pomodoro Group Company Limited 2014 - Present Director, Gulf TS2 Company Limited
1996 - 2008 Senior Executive Vice President, Gulf Electric 2014 - Present Director, Gulf TS3 Company Limited
Company Limited 2014 - Present Director, Gulf TS4 Company Limited
2014 - Present Director, Gulf NC Company Limited
Other Directorship Positions/ Other Positions at Present 2014 - Present Director, Gulf BL Company Limited
• Other Listed Companies 2014 - Present Director, Gulf BP Company Limited
- None - 2014 - Present Director, Gulf NLL2 Company Limited
• Non-listed Companies 2014 - Present Director, Gulf NPM Company Limited
2017 - Present Director Kolpos Pte. Ltd. 2014 - Present Director, Gulf NRV1 Company Limited
2017 - Present Director, WHA Eastern Seaboard NGD4 2014 - Present Director, Gulf NRV2 Company Limited
Company Limited 2014 - Present Director, Gulf JP NS Company Limited
2016 - Present Director, WHA Eastern Seaboard NGD2 2014 - Present Director, Gulf JP UT Company Limited
Company Limited 2014 - Present Director, Gulf PD Company Limited
2016 - Present Director, Gulf International Investment 2014 - Present Director, Gulf SRC Company Limited
(Hong Kong) Limited 2012 - Present Director, Independent Power Development
2015 - Present Director, Gulf WHA MT Natural Gas Distribution Company Limited
Company Limited 2008 - Present Senior Executive Vice President, Gulf JP
2015 - Present Director, Gulf MP Company Limited Company Limited
2015 - Present Director, Gulf JP NNK Company Limited
2015 - Present Director, Gulf JP NLL Company Limited Shareholding in the Company:
2015 - Present Director, Gulf JP CRN Company Limited • Personal: 0.017%
2015 - Present Director, Gulf JP KP1 Company Limited • Spouse or minor child: - None -
2015 - Present Director, Gulf JP KP2 Company Limited
2015 - Present Director, Gulf JP TLC Company Limited Relationship among Family with Other Directors,
2015 - Present Director, Gulf JP NK2 Company Limited Management, Major Shareholders and Subsidiaries :
2015 - Present Director, Gulf Energy Company Limited - None -
Annual Report 2017 089
Date of Appointment
May 25, 2017
Age
42 years
Education
Bachelor of Accounting, Thammasat University
Director Training
Director Accreditation Program (DAP),
Class 128/2016, Thai Institute of Directors
Date of Appointment
May 25, 2017
Age
47 years
Education
- Master of Business Administration in Finance, The George
Washington University, USA
- Bachelor of Electrical Engineering, King Mongkut’s Institute
of Technology Ladkrabang
Training
Top Executive Program in Energy Literacy for the World,
Class 4, Thailand Energy Academy
Director Training
Director Certification Program (DCP), Class 168/2013,
Thai Institute of Directors
Working Experience (during the recent 5 years) and/or
Important Positions
2014 – 2017 Senior Executive Vice President, Gulf Energy • Non-listed Companies
Development Company Limited 2014 - Present Director, Chana Green Company Limited
2015 - 2017 Director, SPCG Public Company Limited 2014 - Present Director, SBY Biomass Company Limited
2012 - 2013 Director, Independent Power Development 2014 - Present Director, Thepha Clean Energy Company
Company Limited Limited
2012 - 2013 Director, Gulf SRC Company Limited 2014 - Present Director, Gulf Pattani Green Company
2012 - 2014 Director, Gulf VTP Company Limited Limited
2012 - 2014 Director, Gulf TS1 Company Limited 2014 - Present Director, Gulf International Investment
2012 - 2014 Director, Gulf TS2 Company Limited (Hong Kong) Limited
2012 - 2014 Director, Gulf TS3 Company Limited
2012 - 2014 Director, Gulf TS4 Company Limited 2014 - Present Director, Gulf International Holding Pte. Ltd.
2012 - 2014 Director, Gulf NC Company Limited 2014 - Present Director, Gulf Solar BV Company Limited
2012 - 2014 Director, Gulf BL Company Limited 2014 - Present Director, Gulf Solar TS1 Company Limited
2012 - 2014 Director, Gulf BP Company Limited 2014 - Present Director, Gulf Solar TS2 Company Limited
2012 - 2014 Director, Gulf NLL2 Company Limited 2014 - Present Director, Gulf Solar KKS Company Limited
2012 - 2014 Director, Gulf NPM Company Limited 2013 - Present Director, Gulf MP Company Limited
2012 - 2014 Director, Gulf NRV1 Company Limited 2013 - Present Director, Gulf Solar Company Limited
2012 - 2014 Director, Gulf NRV2 Company Limited 2012 - Present Director, Gulf Sports Management
2011 - 2013 Director, Gulf JP KP1 Company Limited Company Limited
2011 - 2013 Director, Gulf JP KP2 Company Limited 2011 - Present Director, Kolpos Pte. Ltd.
2011 - 2013 Director, Gulf JP TLC Company Limited 2008 - Present Senior Executive Vice President, Gulf JP
2011 - 2013 Director, Gulf JP NK2 Company Limited Company Limited
2011 - 2013 Director, Gulf JP NNK Company Limited 2007 - Present Director, Pal Associate Company Limited
2011 - 2013 Director, Gulf JP NLL Company Limited
2011 - 2013 Director, Gulf JP CRN Company Limited Shareholding in the Company:
2009 - 2013 Director, Gulf JP NS Company Limited • Personal: 0.017%
2009 - 2013 Director, Gulf JP UT Company Limited • Spouse or minor child: -None-
2009 - 2012 Director, Gulf JP Holding Company Limited
1997 - 2007 Senior Vice President - Business Development, Relationship among Family with Other Directors,
Gulf Electric Public Company Limited Management, Major Shareholders and Subsidiaries :
- None -
Other Directorship Positions/ Other Positions at Present
• Other Listed Companies
- None -
Annual Report 2017 091
Date of Appointment
May 25, 2017
Age
49 years
Education
- Master of Business Administration, University of Florida, USA
- Bachelor of Business Administration (Banking and Finance),
Chulalongkorn University
Training
- Capital Market Leadership Program, Class 16, Capital Market
Academy
- ABC Course, Class 5, Academy of Business Creativity,
Sripatum University
- Executive Management with Business Development and
Investment, Class 4, Institute of Business and Industrial
Development (IBID)
Director Training
Director Certification Program (DCP), Class 164/2012,
Thai Institute of Directors
Working Experience (during the recent 5 years) and/or 2014 - Present Director, Gulf International Holding Pte. Ltd.
Important Positions 2014 - Present Director, Gulf Solar BV Company Limited
2014 - 2017 Senior Executive Vice President and Chief Financial 2014 - Present Director, Gulf Solar TS1 Company Limited
Officer, Gulf Energy Development Company Limited 2014 - Present Director, Gulf Solar TS2 Company Limited
2013 - 2017 Director, Gulf Sports Management Company Limited 2014 - Present Director, Gulf Solar KKS Company Limited
2010 - 2016 Director, Pomodoro Group Company Limited 2013 - Present Director, Gulf MP Company Limited
2013 - Present Director, Gulf Solar Company Limited
Other Directorship Positions/ Other Positions at Present 2013 - Present Director, Gulf JP NS Company Limited
• Other Listed Companies 2013 - Present Director, Gulf JP UT Company Limited
- None - 2012 - Present Director, Gulf VTP Company Limited
• Non-listed Companies 2012 - Present Director, Gulf TS1 Company Limited
2017 - Present Director, Gulf WHA MT Natural Gas 2012 - Present Director, Gulf TS2 Company Limited
Distribution Company Limited 2012 - Present Director, Gulf TS3 Company Limited
2017 - Present Director, WHA Eastern Seaboard NGD4 2012 - Present Director, Gulf TS4 Company Limited
Company Limited 2012 - Present Director, Gulf NC Company Limited
2017 - Present Director, WHA Eastern Seaboard NGD2 2012 - Present Director, Gulf BL Company Limited
Company Limited 2012 - Present Director, Gulf BP Company Limited
2015 - Present Director, Gulf Cogeneration Company Limited 2012 - Present Director, Gulf NLL2 Company Limited
2015 - Present Director, Samutprakarn Cogeneration 2012 - Present Director, Gulf NPM Company Limited
Company Limited 2012 - Present Director, Gulf NRV1 Company Limited
2015 - Present Director, Nong Khae Cogeneration 2012 - Present Director, Gulf NRV2 Company Limited
Company Limited 2011 - Present Director, Pomodoro Company Limited
2015 - Present Director, Gulf Yala Green Company Limited 2011 - Present Director, Kolpos Pte. Ltd.
2015 - Present Director, Gulf Power Generation 2008 - Present Senior Executive Vice President, Gulf JP
Company Limited Company Limited
2015 - Present Director, Gulf IPP Company Limited 1997 - Present Chief Financial Officer, Gulf Electric Public
2015 - Present Director, Gulf Energy Company Limited Company Limited
2015 - Present Director, Gulf JP KP1 Company Limited
2015 - Present Director, Gulf JP KP2 Company Limited Shareholding in the Company:
2015 - Present Director, Gulf JP TLC Company Limited • Personal: 0.016%
2015 - Present Director, Gulf JP NNK Company Limited
• Spouse or minor child: - None -
2015 - Present Director, Gulf JP NLL Company Limited Relationship among Family with Other Directors,
2015 - Present Director, Gulf JP CRN Company Limited Management, Major Shareholders and Subsidiaries :
2015 - Present Director, Gulf JP NK2 Company Limited - None -
2014 - Present Director, Gulf International Investment
(Hong Kong) Limited
092 Gulf Energy Development Public Company Limited
Date of Appointment
November 1, 2017
Age
53 years
Education
- Master of Accounting, Chulalongkorn University
- Bachelor of Accounting, Chiang Mai University
Training
- Certified Investment and Securities Analyst
(CISA No.0027), The Securities Analysts
Association
- Senior Executive Program (SEP), Class 26,
Sasin Graduate Institute of Business
Administration of Chulalongkorn University
- Public Private Partnership for Executive
Program, Class 1, Institute of Research and
Development for Public Enterprises (IRDP) Other Directorship Positions/ Other Positions at Present
- CFO Focus on Financial Reporting (CFO 0023), • Other Listed Companies
Federation of Accounting Professions and The - None -
Securities and Exchange Commission, Thailand • Non-listed Companies
2008 - Present Director,
Director Training Blue One Company Limited
- None -
Shareholding in the Company:
Working Experience (during the recent 5 years) and/ • Personal: 0.014%
or Important Positions • Spouse or minor child: - None -
2016 - 2017 Executive Vice President -
Accounting and Finance, Relationship among Family with Other Directors,
Gulf Energy Development Company Management, Major Shareholders and Subsidiaries :
Limited - None -
2010 - 2016 Senior Vice President - Investment
Banking, Bangkok Bank Public
Company Limited
Annual Report 2017 093
Date of Appointment
May 25, 2017
Age
46 years
Education
- Master of Accounting, Thammasat University
- Master of Economics (Business Economics),
National Institute of Development Administration
- Bachelor of Accounting, Thammasat University
Director Training
- None -
Report on Securities Holding of Directors and Executives Gulf Energy Development Public Company
Limited as of December 29, 2017
Mr. Boonchai Thirati Director / Senior Executive Vice President 353,500 0.017%
and Chief Operating Officer
Spouse or Minor Child - 0.000%
Mrs. Sukanya Woragullattanee Senior Vice President - Accounting and Budgeting 85,600 0.004%
Spouse or Minor Child - 0.000%
Sustainable Development
The Company has set a vision and mission that complement each other with the aim of growing
the business sustainably and successfully, ensuring good performance and satisfactory returns for
shareholders, and creating a positive impact on the overall economy of Thailand while taking into consideration
all stakeholders including shareholders, clients, creditors, trade partners, employees, state agencies,
local communities and society as a whole. The Company’s focus lies on business growth, ethical business
practice and responsibility to the society and local community, as well as impacts on the environment, and gives
attention to environmental care, occupational health and safety, and human resource development for stable
growth, greater competitiveness and value creation for all stakeholders, as per the principles outlined below.
Human resources management and development 1. Building a strong organizational culture through
instilling the four core values of the Company to create
business differentiation and competitiveness, which can
be used as a guide for employees to follow in their work
and decision-making
suggestions from surveys to make improvements, personal growth and development keeps pace
leading to higher employee engagement scores with the Company’s growth and development,
4. Developing employee learning systematically and (e) organization of meetings to achieve the
and in line with business requirements through greatest efficiency through the use of supportive
personnel management and development technology to decrease travel time and expenses
programs created for different levels, for example and enable employees to conveniently remain in contact
(a) providing professional development aimed at at any time and location
developing knowledge and skills that support work
by selecting quality speakers from within and outside Environment
the organization, as well as sending employees to
participate in domestic and international seminars to
encourage learning about new ideas which can be
used to develop the organization, (b) organizing a new
employee on-boarding program where experienced
employees provide help and guidance in various
matters to ease the new employee’s transition into the
Company’s system of work, organizational culture,
teamwork and readiness to work quickly and effectively, The Company places value in and importance
and (c) establishing a leadership development program on the environment, as reflected in its policies
to develop managers at all levels, from operational which serve to express the Company’s aims and
managers to upper management, to ensure the guide managment practice and which adhere to
Company’s management has a modern and current legal requirements and international best practices.
business vision, greater team management skills and The success of these policies can be seen from
stronger perspectives as pioneers of change. power projects under the Company’s management
5. Developing organizational potential through which have received support through loans from
appointment of a task force which presents projects each recognized domestic and international financial
year to promote the Company as a high performance institutions such as the Japan Bank for International
organization; in 2017, five projects were undertaken, Cooperation and the Asian Development Bank.
as follows: (a) business performance improvement to Power projects under the Company’s
ensure operational procedures are clear, concise and management, within one year of commencing
reviewable, (b) development of a succession plan to commercial operations, must receive ISO 9001 and
ensure the Company prepares knowledgeable, capable ISO 14001 certification. Currently all power projects
individuals are promoted to positions of importance when under the Companies which have been operating
they are ready, (c) creation of a performance-based commercially for at least one year have received their
culture providing appropriate rewards focused on certification. The ISO 9001 certification is an international
recognition of performance to encourage employees quality management standard which provides the criteria
to work towards achieving objectives, (d) promotion for a quality management system that assures that various
of GULF as a learning organization to encourage operational processes are closely monitored and
employees to develop themselves through can be audited, while the ISO 14001 certification
constant learning which will ensure employees’ is an environmental management standard for
Annual Report 2017 097
Social responsibility
For a business to grow sustainably and successfully, the community and society must grow with
the company. The Company places importance on being a part of developing the well-being of the
community, society and stakeholders as they are a key driver of a strong Thai society. Over the past several year,
the Company has established a framework for civic engagement through a number of projects and activities
as detailed below.
Well-being and engagement projects for and to produce environmental impact assessment
the community reports. In addition, the Group has organized tours
of the different types of power projects in
conjunction with training sessions focused on
environmental knowledge and how to use
environmental quality assessment tools to develop
and improvethe committees’ ability to perform their
tasks.
(b) The Company has established a Learning Center
for new agricultural theories as well as a Demonstration
Rice Farm next to the Nong Saeng Power Project
The Group is involved with the communities with the aim of developing the local community’s
around our power projects through various projects, efficacy in maintaining their traditional livelihood. The
as detailed below. project areais divided into a 10 rai demonstration
(a) The Community Engagement Committee, rice farm and areas for growing middle- and long-
the Environmental Impact Committee and the term crops, mixed crop fields, kitchen gardens,
Environmental Commissioner of the Company have fish ponds, organic fertilizer sheds and other uses.
the opportunity to work with community represen- To date, the project has produced tangible results,
tatives to take care of the natural resources and allowing the center to expand its operations to teach
environment in and around the community. Their the late King Bhumibol’s principles of sufficiency
main task is to monitor, review and ensure the quality economy to the local and neighboring communities
of the environment in the areas around the power and emphasizing that the Company’s power
projects which may be affected by the projects’ projects do not have a negative impact on the local
operations, in compliance with laws and regulations, agriculture.
The Board of Directors has appointed an Audit Committee, composed of independent directors, to
oversee and verify the reliability and accuracy of the financial reports, including related party transactions,
as well as verify the internal control, internal audit and risk management. The comments of the Audit
Committee are presented in the Audit Committee Report in this annual report.
The Board of Directors holds the opinion that the Company’s internal control and internal audit provides
reasonable assurance that the consolidated financial statements of the Company and its subsidiaries and
the separate financial statements of the Company have been prepared in accordance with Thai Financial
Reporting Standards, law requirements and related regulation.
Mr. Sommai Phasee was appointed as on Audit Committee member on September 14, 2017 with Miss
Chotiros Likitcharoenpanich, Senior Vice President - Internal Audit, serving as the Secretary of the Audit
Committee.
All members of the Audit Committee carried out their duties independently within the scope of
responsibility stated in the Audit Committee Charter, which is in alignment with the regulations of the Stock
Exchange of Thailand. The audit was performed and corporate governance was promoted, while a risk
management system was put in place, and the adequacy of the internal audit and internal control system was
assured so as to ensure that the Company runs its operations with transparency, honesty, and fairness to
achieve sustainable development and enhance its value, which would be beneficial to the shareholders. The
Committee received full cooperation from executives, employees, internal auditors and external auditors.
In 2017, the Audit Committee held seven meetings to perform duties as stated in the Audit Committee
Charter, the essence of which are summarized as follows.
6. Risk Management
The Audit Committee has considered the policies and risk management plan of the Company to
ensure that risk assessment was made in a comprehensive manner when compared to the goals and
strategies of the Company, including any chances of significant impacts toward business operations
and risk migitation to ensure such risk is mitigated to an accptable level. The Audit Committee was
104 Gulf Energy Development Public Company Limited
of the opinion that the executives as well as employees of the Company placed significance on risk
management whereby the risks and factors thereof were analyzed and assessed as well as communicated
companywide. In this regard, the Company established consisting of senior executives from each Department, to
consider and determine the procedures, guidelines, and action plans to manage all material risks on an acceptable
level as well as to follow up and report on risk management in line with the risk management policies of
the Company.
With regard to compliance with the laws on securities and exchange as well as the requirements of
the Stock Exchange of Thailand and related laws governing the business of the Company, the Audit
Committee acknowledged that the Company appointed a person directly responsible for overseeing
compliance. This is in order to ensure that the Company conduts its operations in compliance with public
limited company laws, securities and exchange laws, and related laws as well as the notifications,
regulations, and related criteria of the Capital Market Supervisory Board, the SEC Board, the Securities
and Exchange Commission and the Stock Exchange of Thailand.
The Audit Committee emphasized that a Company put in place the whistle blowing system in
accordance with the good corporate governance principles. As such, the Company established a compliant
submission channel, which is easily accessible and directly reported to the Audit Committee, and delegated
a team to handle any complaints and file reports related to such complaints to the Audit Committee in
a timely and appropriate manner.
Furthermore, the Audit Committee considered and acknowledged the positions of certain executives
of the Company in other companies engaging in businesses of a similar nature as that of the Group companies
and the guideline to manage any possible conflicts of interest of directors and/or executives of the Company
to ensure transparency in compliance with good corporate governance principle.
In conclusion, the Audit Committee fulfilled its duties and responsibility as stated in the Audit
Committee Charter by leveraging its knowledge, caution, prudence, and independence, and provided
opinions and recommendations which are constructive and in the interest of the stakeholders in
an equitable manner. The Audit Committee was of the opinion that the Board of Directors, executives,
and employees of all levels of the Company are determined to perform their duty to achieve the goals of
the Company in an efficient and professional manner, especially with regard to the importance placed on
transparent and auditable operation, proper risk management, good corporate governace, and adequate,
cautious, and prudent internal control.
Key audit matter How my audit addressed the key audit matter
Financial derivative and hedge accounting.
Refer to accounting policy 2.5 Financial instruments - I evaluated and performed effectiveness testing on the
Accounting for financial derivatives and hedge accounting financial derivative contracts for foreign currency hedge
and note 4 Financial risk management. by performing the following procedures:
• Select samples relating to the financial derivative
The Group entered into financial derivative contract for contract, such as the hedge documentation and
foreign currency hedge relating to power plant construction. foreign currency forward contract.
As at 31 December 2017, there werefinancial assets of • Recalculate the fair value of the financial derivative
Baht 3.60 million and financial liabilities of Baht 67.03 contract and test the hedge effectiveness.
million resulting from these agreements. • Confirm the ending balance from counter parties to
ensure that the financial derivative contract is complete.
The Group initially recognises the financial derivatives • Test the information that management used to
contract for foreign currency hedge at fair value on calculate the fair value of the financial derivative
the agreement date. The change in the fair value is contract with information from the market and assess
subsequently recognised as a separate item in other the reason for variance against the financial
comprehensive income in the consolidated statement institutions’ valuation result.
of comprehensive income. The Group recognises the
change in fair value as construction in progress in the I found that judgments made by management and the
consolidated statement of financial position on the recognition based on hedge accounting of the foreign
contract settlement date. currency forward contract, including thefair valueof the
financial derivative contract, are appropriate based on the
This matter is significant as the financial derivative existing evidence.
contract for foreign currency hedge has a significant
value, and the recognition of hedge accounting requires
significant management judgment in recording the
information under each agreement. Assumptions are
also required to calculate the fair value of the financial
derivative contract in accordance with Thai Financial
Reporting Standard 13: Fair value measurement.
Management must also assess the hedge effectiveness,
which is the degree to which changes in the fair value or
cash flows of the hedge instrument are offset by changes
in the fair value or cash flows of the hedging item.
The fair value measurement of the financial derivative is
classified as level II information, which is information other
than the price in the active market for identical assets or
liabilities, which is observable for the asset or liability, either
directly or indirectly. Level II information may be subject to
adjustment when measuring the fair value of the financial
derivative agreement.
108 Gulf Energy Development Public Company Limited
Key audit matter How my audit addressed the key audit matter
Adjustment to electricity sales of an associate in
accordance with Thai Financial Reporting
Interpretations 4: Determining whether an arrangement
contains a lease.
Gulf JP Company Limited is a significant associate of the
According to accounting policy No. 2.3 Group Accounting Group and is audited by another auditor. I planned the
- Investment in subsidiaries and associates and in joint overall audit of the Group and communicated with another
arrangements, and Note 14.2 Investment in an associate, auditor about this matter. I also performed the following
the Group holds registered ordinary shares representing audit procedures:
40% of the authorised share capital of Gulf JP Company • Review working papers and ask about identified audit
Limited, which is an associate. This investment was risks, audit procedures and audited results.
recognised using the equity method. The Group recognised • Review the adjustments due to differences in
net profit after tax of the associate for the year ended 31 accounting standards, especially Thai Financial
December 2017 of Baht 3,984.68 million and net assets Reporting Interpretation Standard 4: Determining
of the associate in proportion to the Group’s shareholding whether an arrangement contains a lease.
of Baht 20,435.62 million. • Assess the auditor’s results to determine whether
there are sufficient and appropriate audit working
Gulf JP Company Limited is a limited company and papers.
prepares its financial statements in accordance with
Thai Financial Reporting Standard for Non-Publicly The associate’s auditor performed the following audit
Accountable Entities (TFRS for NPAEs). To record its share of procedures for the revenue process:
profit from Gulf JP Company Limited in the consolidated • Test the control over the revenue process, including
financial statements, the Group has to make adjustments control over revenue recognition in accordance with
based on its accounting policies and in accordance with Power Purchase Agreement.
the relevant Thai Financial Reporting Standards before the • Perform analytical procedures on significant changes
Group records the equity from investment based on the in gross profit percentage and sales transactions.
financial statements of the associate. • Test cut-off of revenue from electricity sales.
• Test the adjustment items related to electricity sales
The significant adjustments of the associate, which and the account receivable identified as a long-term
impact the consolidated financial statements, are lease agreement.
adjustments to the revenue from electricity sales of
certain power plants which they sell solely to the I found that the adjustment items related to revenue and
Electricity Generating Authority of Thailand, and the account receivable from electricity sales identified as
portions of accounts receivable from electricity sales of a long-term lease agreement are appropriate and comply
an associate in accordance with Thai Financial Reporting with the Group’s accounting policies.
Interpretations 4: Determining whether an arrangement
contains a lease. The adjustments are as follows:
• transfer assets under a finance lease to finance lease
receivable measured at the present value of the
minimum lease payment.
Annual Report 2017 109
Key audit matter How my audit addressed the key audit matter
• record unearned finance income, which is the
difference between the total receivable and the
present value of the receivable.
• recognise lease income over the term of the lease
using the net investment method, which reflects
a constant rate of return.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the consolidated and separate financial statements
and my auditor’s report thereon. The annual report is expected to be made available to me after the date
of this auditor’s report.
My opinion on the consolidated and separate financial statements does not cover the other information
and I will not express any form of assurance conclusion thereon.
In connection with my audit of the consolidated and separate financial statements, my responsibility is
to read the other information identified above when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the consolidated and separate financial statements or
my knowledge obtained in the audit, or otherwise appears to be materially misstated.
When I read the annual report, if I conclude that there is a material misstatement therein, I am required
to communicate the matter to the audit committee.
Responsibilities of the directors for the consolidated and separate financial statements
The directors are responsible for the preparation and fair presentation of the consolidated and separate
financial statements in accordance with TFRSs, and for such internal control as the directors determine is
necessary to enable the preparation of consolidated and separate financial statements that are free from
material misstatement, whether due to fraud or error.
110 Gulf Energy Development Public Company Limited
In preparing the consolidated and separate financial statements, the directors are responsible for
assessing the Group and the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group and the Company or to cease operations, or has no realistic
alternative but to do so.
The audit committee assists the directors in discharging their responsibilities for overseeing
the Group and the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated and separate financial statements
My objectives are to obtain reasonable assurance about whether the consolidated and separate financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with TSAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated and separate financial statements.
As part of an audit in accordance with TSAs, I exercise professional judgment and maintain
professional scepticism throughout the audit. I also:
• Identify and assess the risks of material misstatement of the consolidated and separate financial
statements, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
mis-representations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Group and the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group and the Company’s ability to continue
as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention
in my auditor’s report to the related disclosures in the consolidated and separate financial statements
or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the
audit evidence obtained up to the date of my auditor’s report. However, future events or conditions
may cause the Group and the Company to cease to continue as a going concern.
Annual Report 2017 111
• Evaluate the overall presentation, structure and content of the consolidated and separate financial
statements, including the disclosures, and whether the consolidated and separate financial state
ments represent theunderlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
I am responsible for the direction, supervision and performance of the group audit. I remain solely
responsible for my audit opinion.
I communicate with the audit committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that I identify during my audit.
I also provide the audit committee with a statement that I have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on my independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, I determine those matters that were of
most significance in the audit of the consolidated and separate financial statements of the current
period and are therefore the key audit matters. I describe these matters in my auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
I determine that a matter should not be communicated in my report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Somchai Jinnovart
Certified Public Accountant (Thailand) No. 3271
Bangkok
26 February 2018
112 Gulf Energy Development Public Company Limited
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Notes Baht Baht Baht Baht
Assets
Current assets
Director ________________________
Date ________________________
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
6
Annual Report 2017 113
Gulf EnergyDevelopment
Gulf Energy Development
PublicPublic Company
Company Limited Limited
Statements ofFinancial
Statements of FinancialPosition
Position
As at3131December
As at December 2017
2017
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Notes Baht Baht Baht Baht
Assets (continued)
Non-current assets
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
7
114 Gulf Energy Development Public Company Limited
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Notes Baht Baht Baht Baht
Liabilities and equity
Current liabilities
Non-current liabilities
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
8
Annual Report 2017 115
Gulf EnergyDevelopment
Gulf Energy Development
PublicPublic Company
Company Limited Limited
Statements ofFinancial
Statements of FinancialPosition
Position
As at3131December
As at December 2017
2017
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Notes Baht Baht Baht Baht
Liabilities and equity (continued)
Equity
Share capital 25
Authorised share capital
2,133,300,000 ordinary shares
at a par value of Baht 5 each
(2016: 310,000,000 ordinary shares
of
at Baht
a par 10
value
each)
of Baht 10 each 10,666,500,000 3,100,000,000 10,666,500,000 3,100,000,000
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
9
116 Gulf Energy Development Public Company Limited
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Notes Baht Baht Baht Baht
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
10
Annual Report 2017 117
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Note Baht Baht Baht Baht
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
11
Gulf Energy Development Public Company Limited
Statements of Changes in Equity
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Statements of Changes in Equity
118
Opening balance as at
1 January 2016 2,380,000,000 - (316,239,277) - (1,826,741,366) 1,417,367,297 - 67,571 (70,458,709) 105,113,776 3,437,158 38,159,796 1,692,546,450 802,437,005 2,494,983,455
Issuance of new ordinary shares - - - - - - - - - - - - - 470,080,000 470,080,000
Call for additional paid-up 25, 27 415,000,000 - - - - - - - - - - - 415,000,000 482,584,828 897,584,828
Surplus from changes in proportion
of investment in subsidiaries 27 - - - - - 62,234,787 - - - - - - 62,234,787 58,281,213 120,516,000
Gulf Energy Development Public Company Limited
Closing balance as at
31 December 2016 2,795,000,000 - (316,239,277) - (1,409,182,780) 1,479,602,084 - (21,954) (98,549,586) (119,081,153) (10,470,711) (228,123,404) 2,321,056,623 1,461,332,777 3,782,389,400
Opening balance as at
1 January 2017 2,795,000,000 - (316,239,277) - (1,409,182,780) 1,479,602,084 - (21,954) (98,549,586) (119,081,153) (10,470,711) (228,123,404) 2,321,056,623 1,461,332,777 3,782,389,400
Issuance of new ordinary shares 25 7,566,500,000 - - - - - - - - - - - 7,566,500,000 1,100,479,700 8,666,979,700
Call for additional paid-up 25, 27 305,000,000 - - - - - - - - - - - 305,000,000 1,640,158,109 1,945,158,109
Share premium 25 - 20,889,295,058 - - - - - - - - - - 20,889,295,058 - 20,889,295,058
Legal reserve 26 - - - 86,512,524 (86,512,524) - - - - - - - - - -
Surplus (discount) from changes
in proportion of investment
in subsidiaries 27 - - - - - (47,177,857) - - - - - - (47,177,857) 47,177,842 (15)
Transfer actuarial losses - - - - (20,689,859) - 20,689,859 - - - - 20,689,859 - - -
Dividend paid of
subsidiaries - - - - - - - - - - - - - (182,976) (182,976)
Total comprehensive
income (expenses)
for the year - - - - 3,451,423,625 - (20,689,859) 103,382 14,876,161 76,226,871 8,200,515 78,717,070 3,530,140,695 534,470,946 4,064,611,641
Closing balance as at
31 December 2017 10,666,500,000 20,889,295,058 (316,239,277) 86,512,524 1,935,038,462 1,432,424,227 - 81,428 (83,673,425) (42,854,282) (2,270,196) (128,716,475) 34,564,814,519 4,783,436,398 39,348,250,917
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
12
Gulf Energy Development Public Company Limited
Statements of Changes in Equity
Gulf Energy Development Public Company Limited
For the year ended 31 December 2017
Statements of Changes in Equity
For the year ended 31 December 2017
Closing balance as at 31 December 2017 10,666,500,000 20,889,295,058 86,512,524 2,371,169,838 - 652,030 652,030 34,014,129,450
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
13
120 Gulf Energy Development Public Company Limited
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Notes Baht Baht Baht Baht
Cash flows from operating activities
Profit for the year before
corporate income taxes 3,852,630,637 173,634,304 1,723,569,776 343,395,107
Adjustment to reconcile profit for
cash generated from (used in) operations
- Finance costs 32 1,427,678,494 792,291,951 747,626,733 461,366,628
- Interest income (44,708,899) (19,722,026) (145,970,690) (163,215,666)
- Dividend income (109,434,692) (111,038,544) (2,059,462,625) (45,514,358)
- Gain on disposal of investments
in a subsidiary 29 (123,762) - - (7,498,775)
- Gain on disposal of available-for-sale
investments (23,045,872) (7,218,950) (6,264,677) (1,974,700)
- Impairment loss on assets 33,167,644 - 21,333,360 -
- Write-off bad debts - - 21,254,398 -
- Loss from write-off property,
plant and equipment 16 - 814 - 814
- Depreciation and amortisation 16, 17 370,496,632 4,533,322 352,976 293,510
- Employee benefit expenses 24 12,098,261 7,848,586 3,379,061 7,848,586
- Share of net profit from an associate
and a joint venture 14.2, 14.3 (3,981,664,320) (1,436,567,710) - -
- Net unrealised (gains) losses on
exchange rate (869,572,262) 129,554,271 52,778 -
Cash flows before changes in working capital 667,521,861 (466,683,982) 305,871,090 594,701,146
Changes in working capital (excluding impact
from acquisition and disposal of subsidiaries)
- Trade accounts receivable (1,658,598,212) 79,354,376 - -
- Trade accounts receivable from
related parties 35,000,000 12,482,239 32,000 (166,190,000)
- Amounts due from related parties - 29,975,375 (37,508,035) 14,452,869
- Other accounts receivable 1,387,805 (1,488,876) 1,487,108 (695,395)
- Prepaid expenses 1,291,063 14,998,182 (3,927,934) (1,155,976)
- Spare parts (854,132) - - -
- Refundable value added tax (586,556,485) (860,433,594) (5,701,930) -
- Other current assets 22,847,969 (27,760,896) (1,522,645) (798,984)
- Advance payments under service agreements (195,938,111) - - -
- Other non-current assets (1,622,908) (2,596,410) (3,197,439) (1,000)
- Trade accounts payable 504,913,077 - - -
- Other accounts payable 221,931,454 (94,046,874) 44,528,261 (5,942,673)
- Amount due to related parties 6,182,653 122,424 5,223,379 (116,515)
- Accrued expenses 244,802,116 269,394,600 (28,167,222) 170,925,112
- Other current liabilities 81,719,088 (13,556,708) (3,872,908) (210,213)
Cash generated from (used in) operating activities (655,972,762) (1,060,240,144) 273,243,725 604,968,371
- Corporate income tax paid (60,678,604) (100,115,217) (57,317,378) (88,560,995)
Net cash generated from (used in) operating activities (716,651,366) (1,160,355,361) 215,926,347 516,407,376
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
14
Annual Report 2017 121
Consolidated Separate
financial statements financial statements
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
15
122 Gulf Energy Development Public Company Limited
Consolidated Separate
financial statements financial statements
Net cash generated from financing activities 34,601,493,085 37,182,996,210 15,520,391,760 15,060,938,364
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
16
Annual Report 2017 123
Consolidated Separate
financial information financial information
The notes to the consolidated financial statements on pages 18 to 113 are an integral part of these financial statements.
17
124 Gulf Energy Development Public Company Limited
1 General information
Gulf Energy Development Public Company Limited (the Company) is a public company limited. The Company is
incorporated and resided in Thailand. The address of its registered office is 87 M Thai Tower 11th Floor,
All Seasons Place, Wireless Road, Lumpini, Pathumwan, Bangkok.
The Company has registered for a change from a limited company to a public company limited on 25 May 2017.
The Company is listed on the Stock Exchange of Thailand. For reporting purposes, the Company and its
subsidiaries are referred to as the Group.
The principal business operation of the Group is to generate and sell electricity, steam and cold water, and
other businesses both domestic and international.
These consolidated and separate financial statements were authorised for issue by the Company’s management on
26 February 2018.
2 Accounting policies
The principal accounting policies applied in the preparation of these consolidated and separate financial
statements are set out below:
The consolidated and seperate financial statements have been prepared in accordance with Thai
generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Financial
Reporting Standards issued under the Accounting Profession Act B.E. 2547, and the financial reporting
requirements of the Securities and Exchange Commission under the Securities and Exchange Act.
The consolidated and separate financial statements have been prepared under the historical cost
convention except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with Thai generally accepted accounting principles
requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group’s accounting policies. The areas involving a higher
degree of judgment or complexity, or areas where assumptions and estimates are significant to the
consolidated and separate financial statements are disclosed in Note 5.
Comparative figures have been adjusted to conform with presentation in the current year where the
effects are disclosed in Note 3.
An English version of the consolidated and separate financial statements have been prepared from the
statutory financial statements that are in the Thai language. In the event of a conflict or a difference in
interpretation between the two languages, the Thai language statutory financial statements shall prevail.
Annual Report 2017 125
2.2.1 Revised financial reporting standards are effective for annual periods beginning on or after
1 January 2017, which have significant changes and are relevant to the Group.
TAS 1 (revised 2016), the amendments provide clarifications on a number of issues, including:
TAS 19 (revised 2016), the amendments clarify that when determining the discount rate for
post-employment benefit obligations, it is the currency that the liabilities are denominated in is
more important, not the country where they arise.
TAS 27 (revised 2016), the amendments allow an entity a policy choice to account for investments
in subsidiaries, joint ventures and associates in its separate financial statements using the equity
method as described in TAS 28 (revised 2016) in addition to measurement at cost or at fair value
(when announced). The election can be made independently for each category of investment
(subsidiaries, joint ventures and associates). Entities wishing to change to the equity method must
do so retrospectively.
TAS 28 (revised 2016), the amendments allow an entity which is not an investment entity, but has
an interest in an associate or joint venture which is an investment entity, a policy choice when
applying the equity method of accounting. The entity may choose to retain the fair value
measurement applied by the investment entity associate or joint venture, or to unwind the fair
value measurement and instead perform a consolidation at the level of the investment entity
associate or joint venture.
TFRS 10 (revised 2016), the amendments clarify that: 1) the exception from preparing consolidated
financial statements is also available to intermediate parent entities which are subsidiaries of
investment entity and 2) an investment entity should consolidate a subsidiary which is not an
investment entity and whose main purpose and activity is to provide services in support of the
investment entity's investment activities.
The Group’s management assessed and considered that the above revised standards do not have
significant impact on the Group.
126 Gulf Energy Development Public Company Limited
2.2.2 Revised financial reporting standards are effective for annual periods beginning on or after
1 January 2018, which have significant changes and are relevant to the Group. The Group
has not yet adopted these revised standards.
TAS 7 (revised 2017), the amendments require additional disclosure of changes in liabilities arising
from financing activities. This includes changes arising from cash and non-cash transactions.
TAS 12 (revised 2017), the amendments clarify the followings which relate to deferred tax accounting
when the carrying amount of an asset measured at fair value is less than its tax base:
- A temporary difference exists whenever the carrying amount of an asset measured at fair
value is less than its tax base at the end of the reporting period.
- An entity can assume that it will recover an amount higher than the carrying amount of an
asset to estimate its future taxable profit.
- Where the tax law restricts the source of taxable profits against which particular types of
deferred tax assets can be recovered, the recoverability of the deferred tax assets can only
be assessed in combination with other deferred tax assets of the same type.
- Tax deductions resulting from the reversal of deferred tax assets are excluded from the
estimated future taxable profits.
TFRS 12 (revised 2017), the amendments clarify that the disclosure requirements under TFRS 12
apply to interests in entities that are classified as held-for-sale in the scope of TFRS 5 (revised
2017), except for the summarised financial information.
The Group’s management assessed and considered that the above revised standards will not
have a material impact on the Group, except for disclosure.
2.3 Group accounting - investments in subsidiaries and associates and in joint arrangements
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns though its power over the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations except for business
combination under common control. The consideration transferred for the acquisition of a subsidiary
is the fair value of the assets transferred, the liabilities incurred to the former owners of acquiree
and the equity interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related
costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition
date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree either at fair value or at the non-controlling interest’s proportionate share of the
acquiree’s net assets.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is re-measured to fair value at the acquisition date. Any
gains or losses arising from such re-measured are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is regcognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised in profit or loss. Contingent consideration that is
classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
Subsidiaries are all entities (including structured entities) over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns though its power over the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Annual Report 2017 127
The Group applies the acquisition method to account for business combinations except for business
combination under common control. The consideration transferred for the acquisition of a subsidiary
is the fair value of the assets transferred, the liabilities incurred to the former owners of acquiree
Gulf Energy Development Public Company Limited
and the equity interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related
Notes to the Consolidated and Separate Financial Statements
costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition
For the year ended 31 December 2017
date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree either at fair value or at the non-controlling interest’s proportionate share of the
acquiree’s net assets.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is re-measured to fair value at the acquisition date. Any
gains or losses arising from such re-measured are recognised in profit or loss.
Any contingent consideration to be transferred by the Group is regcognised at fair value at the
acquisition
Gulf Energy Development date.
Public Subsequent
Company changes to the fair value of the contingent consideration that is
Limited
deemed to be an asset or liability is recognised in profit or loss. Contingent consideration that is
Notes to the Consolidated and Separate Financial Statements
classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
For the year ended 31 December 2017
20
2 Accounting policies (continued)
2.3 Group accounting - investments in subsidiaries and associates and in joint arrangements (continued)
The excess of the consideration transferred, the amount of any non-controlling interest in the
acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the
fair value of the identifiable net assets acquired is recognised as goodwill. If the total of
consideration transferred, non-controlling interest recognise and previously held interest measured
is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase,
the difference is recognised directly in profit or loss.
The Group treats transactions with non-controlling interests as transactions with equity owners of
the Group. For purchases from non-controlling interests, the difference between any consideration
paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recognised
in equity. Gains or losses on disposals to non-controlling interests are also recognised in equity.
When the Group ceases to have control, any retained interest in the entity is re-measured to its
fair value, with the change in carrying amount recognised in profit or loss. The fair value is the
initial carrying amount for the purposes of subsequent accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities.
(d) Associates
Associates are all entities over which the Group has significant influence but not control, generally
accompanying a shareholding of between 20% and 50% of the voting rights. Investments in
associates are accounted for using the equity method of accounting.
Joint arrangement is classified as joint venture whereby the Group has rights to the net assets of
the arrangement. Interests in joint ventures are accounted for using the equity method.
128 Gulf Energy Development Public Company Limited
2.3 Group accounting - investments in subsidiaries and associates and in joint arrangements (continued)
Under the equity method, the investment is initially recognised at cost, and the carrying amount is
increased or decreased to recognise the investor’s share of the profit or loss of the investee after
the date of acquisition. The Group’s investment in associates includes goodwill identifies on acquisition.
If the ownership interest in associates and joint ventures is reduced but significant influence is
retained, only a proportionate share of the amounts previously recognised in other comprehensive
income is reclassified to profit or loss where appropriate. Profit or loss from reduce of the
ownership interest in an associates and joint ventures is recognise in profit or loss.
The Group’s share of its associates and joint ventures’ post-acquisition profits or losses is recognised in
the profit or loss, and its share of post-acquisition movements in other comprehensive income is
recognised in other comprehensive income. The cumulative post-acquisition movements are
adjusted against the carrying amount of the investment. When the Group’s share of losses in
associates and joint ventures equals or exceeds its interest in the associates and joint ventures,
together with any long-term interests that, in substance, form part of the entity’s net investment in
the associates or joint ventures, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the associates and joint ventures.
The Group determines at each reporting date whether there is any objective evidence that the
investments in the associates and joint ventures are impaired. If this is the case, the Group
calculates the amount of impairment as the difference between the recoverable amount of the
investments and its carrying value and recognises the amount adjacent to share of profit (loss) of
associates and joint ventures in profit or loss.
Unrealised gains on transactions between the Group and its associates and joint ventures are
eliminated to the extent of the Group’s interest in the associates and joint ventures. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of associates and joint ventures have been changed where
necessary to ensure consistency with the policies adopted by the Group.
In the separate financial statements, investments in subsidiaries, associates and joint ventures are
accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising
from contingent consideration amendments. Cost also includes direct attributable costs of investment.
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the functional
currency). The financial statements are presented in Thai Baht, which is the Company’s functional
and the Group’s presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the profit or loss.
When a gain or loss on a non-monetary item is recognised in other comprehensive income, any
exchange component of that gain or loss is recognised in other comprehensive income.
Conversely, when a gain or loss on a non-monetary item is recognised in profit and loss, any
exchange component of that gain or loss is recognised in profit and loss.
22
Annual Report 2017 129
The results and financial position of all the Group entities (none of which has the currency of a
hyper-inflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
• Assets and liabilities for each statement of financial position presented are translated at the
closing rate at the date of that statement of financial position;
• Income and expenses for each statement of comprehensive income are translated at average
exchange rates; and
• All resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at the closing rate.
The Group is a party to derivatives financial instruments, which mainly comprise foreign currency forward
contracts and interest rate swap agreements. The Group applies hedge accounting for only foreign
currency forward contracts.
The Group initially recognises derivative financial instruments at fair value on the contract date and subsequently
recognises any changes in fair value as gain (loss) from derivative instruments in profit or loss.
In case the Group applies the hedge accounting which is appropriate based upon the specific criteria in
accordance to hedging requirement, the impact of recording the derivative instrument is offset to the
extent that the hedging relationship is effective. If a hedge is designated as a fair value hedge, changes
in the derivative’s fair value are recorded as gain or loss and the hedged item is marked to market for
changes in fair value associated with the hedged risk. If a hedge is designated as a cash flow hedge, the
portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is
recognised in other comprehensive income and the ineffective portion of the gain or loss on the hedging
instrument is recognised immediately in profit or loss.
Interest rate swap agreements protect the Group from movements in interest rates. Any differences to be
paid or received on an interest rate swap agreement is recognised as a component of interest revenue or
expense over the period of the agreement. Gains and losses on early termination of interest rate swaps
or on repayment of the borrowing are taken into profit or loss.
Disclosures about derivative financial instruments to which the Group is a party are provided in note 33.
In the statements of cash flows, cash and cash equivalents includes cash on hand, deposits held at call
with banks, other short-term highly liquid investments with original maturities of three months or less and
bank overdrafts (if any). In the statements of financial position, bank overdrafts are shown within current
liabilities in consolidated and seperate statement of financial position.
23
130 Gulf Energy Development Public Company Limited
Trade accounts receivable are carried at the original invoice amount and subsequently measured at the
remaining amount less any allowance for doubtful receivables based on a review of all outstanding
amounts at the year-end. The amount of the allowance is the difference between the carrying amount of
the receivable and the amount expected to be collectible. Bad debts are written-off during the year in
which they are identified and recognised in profit or loss within selling expenses.
Spare parts are stated at cost less allowance for obsolescence. Cost is calculated based on the moving
average basis. Spare parts are common spare parts. The Group reviews its allowance for obsolete, slow-
moving and defective spare parts on specific cases.
2.9 Investments
Investments other than investments in subsidiaries, associates and joint ventures are classified into the
following four categories: (1) trading investments; (2) held-to-maturity investments; (3) available-for-sale
investments; and (4) general investments. The classification is depended on the purpose for which the
investments were acquired. Management determines the appropriate classification of its investments at
the time of the purchase and re-evaluates such designation on a regular basis.
1. Investments that are acquired principally for the purpose of generating a profit from short-term
fluctuations in price are classified as trading investments and included in current assets.
2. Investments with fixed maturity that the management has the intent and ability to hold to maturity are
classified as held-to-maturity.
3. Investments intended to be held for an indefinite period of time, which may be sold in response to
liquidity needs or changes in interest rates, are classified as available-for-sale.
All four categories of investment are initially recognised at cost, which is equal to the fair value of
consideration paid plus transaction cost.
Trading investments and available-for-sale investments are subsequently measured at fair value. The
unrealised gains and losses of trading investments are recognised in profit or loss. The unrealised gains and
losses of available for sale investments are recognised in other comprehensive income.
Held-to-maturity investments are carried at amortised cost using the effective yield method less
impairment loss.
A test for impairment is carried out when there is a factor indicating that an investment might be impaired.
If the carrying value of the investment is higher than its recoverable amount, impairment loss is charged
to profit or loss.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount
is charged or credited to the profit or loss. When disposing of part of the Group's holding of a particular
investment in debt or equity securities, the carrying amount of the disposed part is determined by the
weighted average carrying amount of the total holding of the investment.
24
Annual Report 2017 131
Advance payments for land and power plant construction is cash paid to contractor prior the construction
begins. The advance payments would be transferred to property, plant and equipment proportionately
according to cash progress milestones payment under Engineering, Procurement and Construction (EPC)
contract.
Property that is held for rental yields or for capital appreciation or both, and that is not occupied and used
by the companies in the Group, is classified as investment property. Investment property also includes
property that is being constructed or developed for future use as investment property.
Investment property is measured initially at its cost, including related transaction costs and borrowing
costs.
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of
an investment property is replaced, the carrying amount of the replaced part is derecognised.
After initial recognition, investment property is carried at cost less any accumulated depreciation and any
accumulated impairment losses. Land is not depreciated.
Change in fair values are recognised in profit or loss. Investment property are derecognised when they
have been disposed or when the investment property is permanently withdrawn from use and no future
economic benefits are expected from its disposal.
Where the Group disposes of a property at fair value in an arm’s length transaction, the carrying value
immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in profit
or loss within net gain from fair value adjustment on investment property.
Property, plant and equipment are stated at historical cost less accumulated depreciation and allowance
for impairment (if any). The costs of property, plant and equipment comprise of the purchase price,
import duty, non-refundable value added tax (after deducting trade discount and amount returned from
seller) and any costs directly attributable to bring the assets to location and condition necessary for them
to be capable of operating in the manner intended by management. Their costs also include the initial
estimate of the costs of dismantling and removing the item and restoring the site on which they are located,
the obligation for which the Group incurs either when the items are acquired or as a consequence of
having used the items during a particular period.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to profit or loss during the financial period
in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to
allocate their cost to their residual values over their estimated useful lives, as follows:
Years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
The asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and
are recognised within other gains or losses - net in profit or loss.
25
132 Gulf Energy Development Public Company Limited
2.13 Goodwill
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.
Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is
made to those cash-generating units or groups of cash-generating units that are expected to benefit from
the business combination in which the goodwill arose, identified according to operating segment.
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire
and bring to use the specific software. These costs are amortised over their estimated useful
lives of 10 years.
Costs associated with maintaining computer software programmes are recognised as an expense
as incurred.
2.14.2 Trademarks
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are
tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and
value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which
there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at each reporting date.
2.16 Leases
Long-term leases where a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
Long-term leases of assets where the Group has substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of
the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant
rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges,
are included in other long-term payables. The interest element of the finance cost is charged to profit or
loss over the lease period so as to achieve a constant periodic rate of interest on the remaining balance
of the liability for each period. The property, plant or equipment acquired under finance leases is
depreciated over the shorter period of the useful life of the asset and the lease term.
value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which
there are separately identifiable cash flows. Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at each reporting date.
Gulf EnergyLong-term
Development Publica significant
leases where Companyportion
Limited
of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any incentives
Notes to the received
Consolidated andlessor)
from the Separate Financial
are charged Statements
to profit or loss on a straight-line basis over the period of the lease.
For the yearLong-term
ended 31leases
December 2017
of assets where the Group has substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of
the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant
rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges,
are included in other long-term payables. The interest element of the finance cost is charged to profit or
loss over the lease
Gulf Energy Development Publicperiod so as Limited
Company to achieve a constant periodic rate of interest on the remaining balance
of the liability for each period. The property, plant or equipment acquired under finance leases is
Notes to the depreciated
Consolidated and
over theSeparate Financial
shorter period of theStatements
useful life of the asset and the lease term.
For the year ended 31 December 2017
26
2 Accounting policies (continued)
When assets are leased out under a finance lease, the present value of the lease payments is
recognised as a receivable. The difference between the gross receivable and the present value of the
receivable is recognised as unearned finance income. Lease income is recognised over the term of the
lease using the net investment method, which reflects a constant periodic rate of return. Initial direct
costs are included in initial measurement of the finance lease receivable and reduce the amount of
income recognised over the lease term.
Assets leased out under operating leases are included in property, plant and equipment in consolidated
the statement of financial position. They are depreciated over their expected useful lives on a basis
consistent with other similar property, plant and equipment owned by the Group. Rental income (net of
any incentives given to lessees) is recognised on a straight-line basis over the lease term.
2.17 Borrowings
Borrowings are recognised initially at the fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost. Any difference between proceeds (net of transaction costs) and
the redemption value is recognised in profit or loss over the period of the borrowings using the effective
yield method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred
until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised
over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the end of reporting date.
Borrowing costs
General and specific borrowing costs directly attributable to the acquisition, construction or production of
qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their
intended use or sale, are added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised as expense in the period in which they are incurred.
134 Gulf Energy Development Public Company Limited
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other comprehensive income or directly in
equity. In this case the tax is also recognised in other comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of reporting period in the countries where the Company and its subsidiaries operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation and establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising from
differences between the tax base of assets and liabilities and their carrying amounts in the financial
statements.
However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the end of the reporting period and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised. Deferred income tax is provided
on temporary differences arising from investments in subsidiaries, associates and joint arrangements,
except where the timing of the reversal of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income tax assets and liabilities
relate to income taxes levied by the same tax authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.
A defined contribution plan is a plan under which the Group pays fixed contributions into a
separate entity. The Group has no legal or constructive obligations to pay further contributions if
the fund does not hold sufficient assets to pay all employees the benefits relating to employee
service in the current and prior periods. The Group pays contributions to a separate fund which
is managed by an external fund manager in accordance with the Provident Fund Act. B.E. 2530.
The contributions are recognised as an employee benefit expense when they are due. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a reduction in the
future payments is available.
Annual Report 2017 135
A defined benefit plan is a retirement plan that is not a defined contribution plan. Typically
defined benefit plans define an amount of retirement benefit that an employee will receive on
retirement, usually depends on one or more factors such as age, years of service and compensation.
The liability recognised in the statement of financial position in respect of defined benefit
retirement plans is the present value of the defined benefit obligation at the end of the reporting
period less the fair value of plan assets. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method. The present value of the defined
benefit obligation is determined by discounting the estimated future cash outflows using market
yield of government bonds that are denominated in the currency in which the benefits will be
paid, and that have terms to maturity approximating to the terms of the related retirement liability.
Remeasurement gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to equity in other comprehensive income in the
period in which they arise. They are included in retained earning in the statements of change in
equity.
2.20 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the
obligation, and the amount has been reliably estimated. Where the Group expects a provision to
be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement
is virtually certain.
The Group recognises provision for decommissioning costs, which are provided at the onset of
completion of the project, for the estimate of the eventual costs that relate to the removal of the
power plants. The provision for decommissioning costs are based on future removal cost
estimates and incorporate many assumptions such as abandonment times and future inflation
rate and discounted to present value at the discount rate estimated by the management. Those
costs are included as part of the power plants.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
136 Gulf Energy Development Public Company Limited
Revenue from rendering and consulting services based on the stage of completion determined by reference
to services performed to date as a percentage of total services to be performed.
Sales is shown net of value added tax, sales return and discounts excluding intercompany transactions in
the consolidated financial statements. Sales under the PPA comprise Availability Payments and Energy
Payments. Availability Payments are recognised according to the terms set out in the Power Purchase
Agreement. Energy Payments are calculated based on electricity delivered. Sales under the Electricity
and Steam Sales Purchase Agreements with industrial users are recognised on delivery of electricity and
steam and customer acceptance.
Interest income is recognised on a time proportion basis, taking into account of the principal outstanding
and the effective interest rate over the period to maturity, when it is determined that such income will
accrue to the Group.
Dividend income is recognised when the right to receive payment is established. Other income is
recognised on an accrual basis.
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial
statements in the period in which the dividends are approved by the Company’s shareholders. Interim
dividends are recognised when they are approved by the Board of Directors.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as President and Chief
Executive Officer who make strategic decisions.
Annual Report 2017 137
3 Reclassification
3.1 Reclassification
During the year, the Group reclassified certain transactions to appropriately present in the financial
statements. As a result, the comparative figures have been reclassified to conform with the current year
presentation.
The effect of change in financial statements as at 31 December 2016 and 1 January 2016 are as follows:
Statement of financial
position
Current assets
Prepaid expenses - 106,631,104 106,631,104 - 74,089,396 74,089,396
Available-for-sale
investments - 1,184,651,360 1,184,651,360 - 434,883,538 434,883,538
Refundable value added tax 1,324,388,415 (136,867,549) 1,187,520,866 380,925,325 (29,193,752) 351,731,573
Other current assets 117,233,061 30,236,445 147,469,506 91,879,741 (44,895,644) 46,984,097
Non-current assets
Available-for-sale
investments 3,153,095,585 (1,184,651,360) 1,968,444,225 2,433,459,486 (434,883,538) 1,998,575,948
Advance payments for land
and power plant
construction 2,939,195,515 (92,998,679) 2,846,196,836 3,080,453,962 (69,076,141) 3,011,377,821
Advance payments under
service agreements - 92,998,679 92,998,679 - 69,076,141 69,076,141
Current liabilities
Interest payable to financial
institutions 35,150,787 (35,150,787) - 10,402,554 (10,402,554) -
Interest payable
- debentures 116,199,452 (116,199,452) - - - -
Interest payable 20,696,939 151,350,239 172,047,178 6,098,822 10,402,554 16,501,376
Accrued expenses 523,535,263 (51,088,220) 472,447,043 256,215,100 (37,032,912) 219,182,188
Other current liabilities 14,918,179 51,088,220 66,006,399 28,474,887 37,032,912 65,507,799
Statement of financial
position
Current assets
Trade accounts receivable
and other receivables 237,026,792 (237,026,792) - 65,733,969 (65,733,969) -
Trade accounts receivable
from related parties - 198,400,000 198,400,000 - 32,210,000 32,210,000
Current portion of amount due
from related parties - 212,500 212,500 - 32,545,480 32,545,480
Other accounts receivable - 1,673,884 1,673,884 - 978,489 978,489
Prepaid expenses - 3,440,889 3,440,889 - 2,284,913 2,284,913
Short-term loans to
related parties 290,700,000 39,590,000 330,290,000
Interest receivable from
subsidiaries 32,074,652 (32,074,652) - 3,631,007 (3,631,007) -
Current portion of interest
receivable from
related parties 8,356,202 10,532,940 18,889,142 8,092,128 3,631,007 11,723,135
Available-for-sale
investments - 403,069,920 403,069,920 - - -
Other current assets 13,701,149 (3,440,889) 10,260,260 13,049,336 (2,284,913) 10,764,423
138 Gulf Energy Development Public Company Limited
3 Reclassification (continued)
During the year, the Group reclassified certain transactions to appropriately present in the financial statements. As a
result, the comparative figures have been reclassified to conform with the current year presentation. (continued)
The effect of change in financial statements as at 31 December 2016 and 1 January 2016 are as follows: (continued)
Statement of financial
position (continued)
Non-current assets
Amount due from related
parties 618,567 36,740,408 37,358,975 - - -
Interest receivable from
related parties - 170,896,925 170,896,925 10,078,889 160,408,128 170,487,017
Interest receivable from
subsidiaries 149,355,213 (149,355,213) - 160,408,128 (160,408,128) -
Available-for-sale
investments 403,069,920 (403,069,920) - - - -
Long-term loan to related
parties 39,590,000 (39,590,000) - - - -
Current liabilities
Trade accounts payable
and other payables 150,180,825 (150,180,825) - 58,422,310 (58,422,310) -
Trade accounts payable - 7,687,758 7,687,758 - 13,870,120 13,870,120
Amount due to related parties - 122,424 122,424 - - -
Share subscription
payable - 3,255,450 3,255,450 - 3,254,700 3,254,700
Interest payable - 127,624,110 127,624,110 - 11,731,519 11,731,519
Accrued expenses 189,000,000 11,491,083 200,491,083 - 29,565,971 29,565,971
Statements of
Comprehensive Income
Other income 86,421,599 (45,514,358) 40,907,241 46,591,879 (44,998,650) 1,593,229
Dividend income - 45,514,358 45,514,358 - 44,998,650 44,998,650
Administrative expenses 653,282,857 (476,277,463) 177,005,394 392,742,495 (259,366,149) 133,376,346
Cost of management fee - 476,277,463 476,277,463 - 257,991,446 257,991,446
Finance costs - - - - 1,374,703 1,374,703
The reclassifications do not have a significant effect to the statements of financial position as at 1 January
2016. Therefore, there is no presentation of the statement of financial position as at 1 January 2016.
Annual Report 2017 139
The Group's activities are exposed to a variety of financial risks such as impact of changes in the market
price of debt and equity instruments, changes in exchange rate and changes in interest rate. The Group's
overall risk management programme focuses on managing the fluctuation of financial markets and seeks
to minimise potential adverse effects on the Group's financial performance. Therefore, the Group uses
derivative financial instruments such as foreign currency forward contracts to hedge the risk.
Risk management is carried out by management under policies approved by the board of directors. The
board of directors will determine the overall principles for managing the risks and related policies to cover
foreign exchange rate risk, specific credit risk, derivatives, and the used of liquidity-based investment to
manage risk.
The Group is exposed to foreign exchange risk particularly in US Dollar (USD), Japanese Yen
(JPY), Krona Swedish (SEK) and European Euro (EUR). The Group uses foreign currency forward
contracts to hedge their exposure to foreign currency risk.
Most of the Group’s income and operating cash flows are independent of changes in market
interest rates. The Group has no significant interest-bearing assets. The Group policy is to hedge
cash flow for interest payment by using interest rate swap contracts from floating rates to fixed
rates. Interest rate swap contracts allow the Group to raise long-term borrowings at floating rates
and swap them into fixed rates. Under the interest rate swap contracts, the Group agrees with the
counter parties to exchange, at specified intervals, the difference interest amounts between fixed
contract rates and floating rates, which is calculated by referencing notional principal amounts as
agreed. Any differences to be paid or received on an interest rate swap agreement is recognised
as a component of interest revenue or expense over the period of the agreement. All interest rate
derivative transactions are subject to approval by the Chief Executive Officer before execution.
The Group has no significant concentrations of credit risk. The Group has policies in place to
ensure that sales of products and services are made to customers with an appropriate credit
history and good credit profiles. Derivative counter parties and cash transactions are limited to
high credit quality financial institutions.
Liquidity risk is the risk that suitable sources of fund for the Group’s business activities may not be
available. The Group applies prudent liquidity risk management in which the Group maintains
sufficient cash and marketable securities to use for its business activities. The Group’s availability
of fund is managed through an adequate amount of committed credit facilities provided to the
Group.
140 Gulf Energy Development Public Company Limited
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
• Level 3: Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs).
4.2.1 Financial assets and liabilities that are measured at fair value
The following table presents the Group’s financial instruments that are measured at fair value, by
valuation method as at 31 December 2017 and 2016.
2017
Level 1 Level 2 Level 3 Total
Baht Baht Baht Baht
Assets
Derivatives used
for hedging
Foreign currency
forward contracts - 3,596,783 - 3,596,783
Available-for-sale
investments
Equity securities
Money fund 822,801,728 - - 822,801,728
Common stock in
energy industry 1,984,969,036 - - 1,984,969,036
Liabilities
Derivatives used
for hedging
Foreign currency
forward contracts - 67,027,814 - 67,027,814
4.2.1 Financial assets and liabilities that are measured at fair value (continued)
The following table presents the Group’s financial instruments that are measured at fair value, by
valuation method as at 31 December 2017 and 2016. (continued)
2016
Level 1 Level 2 Level 3 Total
Baht Baht Baht Baht
Assets
Derivatives used
for hedging
Foreign currency
forward contracts - 70,612,332 - 70,612,332
Available-for-sale
investments
Equity securities
Short-term fixed
income fund 1,184,651,360 - - 1,184,651,360
Common stock in
energy industry 1,968,444,225 - - 1,968,444,225
Liabilities
Derivatives used
for hedging
Foreign currency
forward contracts - 281,303,456 - 281,303,456
4.2.2 Financial assets and liabilities that are not measured at fair value
The carrying amounts of the following financial assets and financial liabilities approximate
their fair values: cash and cash equivalents, short-term investments, trade accounts receivables
and payables, amounts due from and due to related parties, other accounts receivables
and payables, and short-term loans due to the short maturities of these instruments. For the
long-term loans from financial institutions, the carrying amounts approximate its fair value
due to the floating interest rate have been applied.
(b) Long-term loans to related parties, long-term loans from financial institutions, long-term
loans from shareholder and debentures
The fair values of long-term loans to related parties, long-term loans from financial institutions,
long-term loans from shareholder with fixed interest rates and debenture with fixed interest
rates have been calculated from the net present value of future cash flows discounted by
market interest rates using rates at the date of the financial statements and measured using
the level 2 valuation technique.
2017
Contract amount Fair value
Baht Baht
Asset
Long-term loans to related parties 37,485,000 37,751,797
Liability
Long-term loans from financial institutions 7,000,000,000 7,994,280,645
2016
Contract amount Fair value
Baht Baht
Liability
Long-term loans from financial institutions 7,000,000,000 8,725,359,745
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes accounting estimates and assumptions concerning the future. The result of accounting
estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are outlined below.
The fair value of financial instruments that are not traded in an active market (for example, over-the-
counter derivatives) is determined by using valuation techniques. The Group uses its judgement to
select a variety of methods and make assumptions that are mainly based on market conditions existing
at the end of each reporting period. The Group uses discounted cash flow analysis for various available-
for-sale financial assets that are not traded in active markets.
The present value of the retirement benefits obligations depends on a number of factors that are
determined on an actuarial basis using a number of assumptions, including the discount rate. Any
changes in these assumptions will have an impact on the carrying amount of retirement benefits
obligation.
The Group determines the appropriate discount rate at the end of each year. This is the interest rate that
should be used to determine the present value of estimated future cash outflows expected to be required
to settle the retirement benefits obligations. In determining the appropriate discount rate, the Group
considers the market yield of government bonds that are denominated in the currency in which the
benefits will be paid, and that have terms to maturity approximating the terms of the related retirement
benefits liability.
Additional information of other key assumptions for retirement benefits obligations is disclosed in note
24.
If the discount rate used has changed by 0.50 % from management’s estimates, the estimated carrying
amount of retirement benefits obligations would be Baht 4,250,461 higher or Baht 4,562,634 lower.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
Annual Report 2017 145
Basic earnings per share for the owner of the parent is calculated by dividing the profit attributable to ordinary
shareholders of the parent by the weighted average number of ordinary shares in issue during the year.
Basic earnings per share for the year ended 31 December are as follows:
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
The weighted average number of ordinary shares in issue as at 31 December 2016 was re-adjusted as if the
change of par value of ordinary shares was occurred since the beginning of 2016 (Note 25).
The company does not have any potential dilutive ordinary shares in issue for the years ended 31 December
2017 and 2016, so no diluted earnings per share is presented.
8 Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker is President and Chief Executive Officer who are
responsible for allocating resources and assessing performance of the operating segments.
The Group has three segments which comprise of power business, consulting business, particularly to provide
advice and consultation on the operation of electricity generation business, and other businesses to provide
other services which is established during the third quarter of 2017 (2016: The Group has two segments which
comprise of power business and consulting business, particularly to provide advice and consultation on the
operation of electricity generation business).
Sales between segments are negotiated independently at an arm’s length basis. Sales from external customers
reported to the Board are measured with the same basis as reported in statements of comprehensive income.
Gulf Energy Development Public Company Limited
Notes to the Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to the Consolidated and Separate Financial Statements
146
Incomes and profits information by business segment for the years ended 31 December are as follows:
Others
Power business Consulting business businesses
Thailand Thailand Others Thailand Total Eliminating Total
Baht Baht Baht Baht Baht Baht Baht
40
Gulf Energy Development Public Company Limited
Notes to the Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to the Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Incomes and profits information by business segment for the year ended 31 December are as follows: (continued)
41
148 Gulf Energy Development Public Company Limited
For the year ended 31 December 2017, the Company had two major customers which represented the sales
and services amounting to Baht 3,042.90 million from revenue from sales, representing 69.94% of total sale and
services and Baht 272 million from revenue from management fee, representing 6.25% of total sales and
services (2016: the Company had one major customer which represented the sales and services amounting to
Baht 235 million, from revenue from management fee, representing 97.52% of total sales and services).
As at 31 December 2017, the interest rates on deposits in savings accounts are 0.02% - 1.20% per annum (31
December 2016: 0.37% - 0.87% per annum).
As at 31 December 2017, the interest rates on deposits in fixed accounts are 1.30% - 1.35% per annum and
due within approximately 90 days (31 December 2016: Nil).
As at 31 December 2017, the interest rates on deposits in short-term investment in structured note are 1.70%
per annum and bonus as specified in the agreement and due within approximately 90 days (31 December 2016:
Nil).
As at 31 December 2017, the Group’s deposits at financial institutions used as collateral of Baht 176.97 million
(31 December 2016: Baht 172.50 million) are used to pledge under long-term loans from financial institutions
(Note 20).
Consolidated Separate
financial statements financial statements
As at 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
42
Annual Report 2017 149
Outstanding trade accounts receivable from related parties can be analysed as follows:
Consolidated Separate
financial statements financial statements
As at 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
12 Available-for-sale investments
Consolidated Separate
financial financial
statements statements
Baht Baht
As at 1 January 2016
Cost 2,503,776,091 -
Less Unrealised loss (70,316,605) -
Fair value 2,433,459,486 -
As at 31 December 2016
Cost 3,250,992,855 401,974,700
Add Unrealised gain (loss) (97,897,270) 1,095,220
Fair value 3,153,095,585 403,069,920
As at 31 December 2017
Cost 2,891,038,727 373,239,377
Add Unrealised gain (loss) (83,267,963) 815,038
Fair value 2,807,770,764 374,045,415
As at 31 December 2017, the Group has no investment pledged under long-term loans from financial institutions
(Note 20) (31 December 2016: Baht 1,797.58 million).
43
150 Gulf Energy Development Public Company Limited
During 2017, the Group disposed investments at the considerations of Baht 7,046.56 million. The Group
recognised gain from these disposals of Baht 23.05 million in the consolidated statement of comprehensive
income for the year ended 31 December 2017.
During 2016, the Group disposed investments at the considerations of Baht 2,602.78 million. The Group
recognised gain from these disposals of Baht 7.22 million in the consolidated statement of comprehensive
income for the year ended 31 December 2016.
Individuals and entities that directly or indirectly control or are controlled by or are under common control with
the Company, including investment entities, associates, joint venture and individuals or entities having
significant influence over the Company, key management personnel, including directors and officers of the
Company and close members of the family of these individuals and entities associated with these individuals
also constitute related parties.
In considering each possible related party relationship, attention is directed to the substance of the relationship,
and not merely the legal form.
Mr. Sarath Ratanavadi who is the Chief Executive Officer of the Company has the ultimate controlling in the
Company.
Percentage of shareholding
Individual or other companies that are related to the Group and the Company by shareholders or joint shareholders or
common directors, including investment in subsidiaries, an associate and a joint venture are disclosed in Note 14. As
at 31 December 2017 and 31 December 2016, individual or other related companies are as follows:
Relationship
Mr. Sarath Ratanavadi 35.44% of common shareholder and Chief Executive
Officer
Group of Pomodoro Group Company Limited Pomodoro Group Company Limited is a related
company by having indirect common shareholder
Group of Amata Spring Development Company Limited Amata Spring Development Company Limited is a
related company by having common shareholder
Group of Gulf Electric Public Company Limited Gulf Electric Public Company Limited is a related
company by having common directors
Group of Mitsui & Co., Ltd. Mitsui & Co., Ltd. holds 30% indirectly in Gulf
MP Company Limited via Mit Power Capital
(Thailand) Company Limited and 30% directly
in Independent Power Development Company
Limited
Mitsui & Co., Ltd. holds 100% directly in
Mit- Power Capital (Thailand) Company Limited
Group of Hemaraj Land and Development Public Hemaraj Land and Development Public Company
Company Limited Limited holds 70% directly in WHA Utilities and
Power Public Company Limited that hold 51%
directly in Gulf WHA MT Natural Gas
Distribution Company Limited
Annual Report 2017 151
The following are material transactions that were carried out with subsidiaries, an associate, a joint venture and
related parties in an ordinary course of business and in accordance with specific terms and conditions of the
contracts.
Consolidated Separate
financial statements financial statements
For the year ended 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
Revenue from management fee
Subsidiaries - - 756,291,923 972,680,000
An associate 272,000,000 235,000,000 272,000,000 235,000,000
Dividend income
Subsidiaries - - 548,625 515,708
An associate - - 2,058,914,000 -
Related parties - Shareholder
and common directors - 44,998,650 - 44,998,650
Other income
Subsidiaries - - 36,590,422 -
Related parties - Common directors - 11,200,000 - 11,200,000
- 1,983,475 - 1,983,475
152 Gulf Energy Development Public Company Limited
The following are material transactions that were carried out with subsidiaries, an associate, a joint venture and
related parties in an ordinary course of business and in accordance with specific terms and conditions of the
contracts. (continued)
Consolidated Separate
financial statements financial statements
For the year ended 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
Administrative expenses
Subsidiaries - - 21,254,398 -
An associate 15,870,700 - 11,500,000 -
Related parties - Shareholder
and common directors 2,001,381 1,858,982 1,730,125 1,761,464
25,323,678 9,718,920 - -
Cost of sales
Related parties - others 46,134,967 - - -
46,134,967 - - -
- 5,215,164 - 5,215,164
22,282,784 14,598,117 - -
Finance cost
Related parties - others 21,442,029 7,907,525 - -
21,442,029 7,907,525 - -
The following are material transactions that were carried out with subsidiaries, an associate, a joint venture and
related parties in an ordinary course of business and in accordance with specific terms and conditions of the
contracts. (continued)
Consolidated Separate
financial statements financial statements
As at 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
- - 75,079,510 37,571,475
- - 5,100 1,105,000
parties
Advance payments to related par
Subsidiaries - due within one year - - 16,982,065 121,188,768
- due more than one year - - 89,005,863 106,113,802
- - 105,987,928 227,302,570
As at 31 December 2017, the Company had an outstanding long-term loan to Gulf International Investment
(Hong Kong) Company Limited, a subsidiary, amounting to Baht 2,037.80 million. The interest rate is fixed per
annum (31 December 2016: Baht 2,037.80 million with the interest at MLR plus 0.25%).
As at 31 December 2017, the Company did not have any outstanding short-term loan to Independent Power
Development Company Limited, a subsidiary. (31 December 2016: Baht 290.70 million with the interest at fixed
rate per annum).
As at 31 December 2017, the Group and the Company did not have any outstanding loans to an associate
(31 December 2016: Short-term loans to Gulf JP UT Company Limited, a subsidiary of Gulf JP Company Limited
amounting to Baht 39.59 million with the interest at fixed rate per annum).
154 Gulf Energy Development Public Company Limited
The following are material transactions that were carried out with subsidiaries, an associate, a joint venture and
related parties in an ordinary course of business and in accordance with specific terms and conditions of the
contracts. (continued)
Closing balance - -
As at 31 December 2017, the Group and the Company had an outstanding long-term loan to Gulf WHA MT
Natural Gas Distribution Company Limited, a joint venture, amounting to Baht 37.49 million. The interest rate is
fixed per annum. (31 December 2016: Nil).
Consolidated Separate
financial statements financial statements
As at 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
Prepaid expenses
An associate - - - -
Related parties - shareholder
and common directors - 13,945 - 13,945
- 13,945 - 13,945
Accounts payable
Related parties - others 11,629,942 - - -
11,629,942 - - -
Annual Report 2017 155
The following are material transactions that were carried out with subsidiaries, an associate, a joint venture and
related parties in an ordinary course of business and in accordance with specific terms and conditions of the
contracts. (continued)
Consolidated Separate
financial statements financial statements
As at 31 December 2017 2016 2017 2016
Baht Baht Baht Baht
- - 3,255,450 3,255,450
1,381,772 1,129,358 - -
Accrued expenses
Related parties - others 366,232,793 178,103,120 - -
366,232,793 178,103,120 - -
Short-term loans
Related parties - others - 279,300,000 - -
- 279,300,000 - -
Interest payable
Related parties - others - 20,696,939 - -
- 20,696,939 - -
As at 31 December 2017, the Group did not have any outstanding short-term loans to a related party
(31 December 2016: Short-term loans to Mitsui & Co., Ltd. amounting to Baht 279.30 million with the interest at
fixed rate per annum).
Consolidated Separate
financial financial
statements statements
Baht Baht
Closing balance - -
49
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
156
Independent Power Development Company Limited (IPD) Investing in Electricity generating Thailand 70.00 51.00 - - 30.00 49.00
Subsidiaries of IPD:
- Gulf SRC Company Limited Electricity generating Thailand - - 99.99 99.99 - -
Gulf Energy Development Public Company Limited
50
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests).
Independent Power
Development Company Limited Gulf SRC Company Limited Gulf PD Company Limited
As at 31 December As at 31 December As at 31 December
2017 2016(1) 2017 2016(1) 2017 2016(1)
Baht Baht Baht Baht Baht Baht
Current
Total current net assets (liabilities) 1,197,246,076 335,644,079 (1,689,985,280) (414,533,056) (205,711,041) (328,822,584)
Non-current
Total non-current net assets (liabilities) 818,147,490 267,945,105 1,664,187,852 211,427,228 186,115,701 156,487,010
Total net assets (liabilities) 2,015,393,566 603,589,184 (25,797,428) (203,105,828) (19,595,340) (172,335,574)
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
158
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf MP Company Limited Gulf VTP Company Limited Gulf TS1 Company Limited
Gulf Energy Development Public Company Limited
Current
Total current net assets 494,241,181 1,445,021,436 472,655,975 233,260,027 399,547,448 262,613,945
Non-current
Total non-current net assets 7,572,721,069 2,925,909,164 1,189,746,690 324,631,521 1,384,990,502 127,656,146
52
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf TS2 Company Limited Gulf TS3 Company Limited Gulf TS4 Company Limited
As at 31 December As at 31 December As at 31 December
2017 2016(1) 2017 2016(1) 2017 2016(1)
Baht Baht Baht Baht Baht Baht
Current
Total current net assets 363,603,767 451,827,668 429,094,380 107,315,715 393,014,863 20,132,964
Non-current
Assets 6,157,870,817 5,184,430,380 5,431,525,816 4,017,040,581 5,183,816,753 3,674,826,583
Liabilities (5,021,825,337) (5,277,187,477) (4,624,416,460) (3,975,260,314) (4,382,333,136) (3,543,111,953)
Annual Report 2017
Total non-current net assets (liabilities) 1,136,045,480 (92,757,097) 807,109,356 41,780,267 801,483,617 131,714,630
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Current
Assets 625,379,677 333,739,916 551,413,654 253,213,844 385,827,416 252,621,477
Liabilities (197,491,343) (216,833,495) (171,692,992) (180,679,592) (347,590,368) (348,155,432)
Total current net assets (liabilities) 427,888,334 116,906,421 379,720,662 72,534,252 38,237,048 (95,533,955)
Non-current
Assets 5,035,157,364 2,578,144,693 4,158,983,906 1,919,124,365 3,833,331,341 1,698,840,793
Liabilities (4,637,168,285) (2,503,268,526) (4,207,399,790) (2,012,698,392) (3,749,287,277) (1,637,424,760)
Total non-current net assets (liabilities) 397,989,079 74,876,167 (48,415,884) (93,574,027) 84,044,064 61,416,033
Total net assets (liabilities) 825,877,413 191,782,588 331,304,778 (21,039,775) 122,281,112 (34,117,922)
54
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf NLL2 Company Limited Gulf NPM Company Limited Gulf NRV1 Company Limited
As at 31 December As at 31 December As at 31 December
2017 2016(1) 2017 2016(1) 2017 2016(1)
Baht Baht Baht Baht Baht Baht
Current
Total current net assets (liabilities) (41,693,196) (125,876,869) (98,819,759) 92,512,466 63,265,078 (265,390,224)
Non-current
Assets 3,469,612,940 1,461,308,542 2,630,774,605 970,011,240 2,451,027,582 393,687,583
Liabilities (3,274,538,574) (1,317,240,180) (2,527,428,749) (1,070,728,397) (2,434,966,211) (61,937,533)
Annual Report 2017
Total non-current net assets (liabilities) 195,074,366 144,068,362 103,345,856 (100,717,157) 16,061,371 331,750,050
Total net assets (liabilities) 153,381,170 18,191,493 4,526,097 (8,204,691) 79,326,449 66,359,826
161
162 Gulf Energy Development Public Company Limited
Set out below are the summary of financial information for each subsidiary that has non-controlling
interests that are material to the Group. The amounts disclosed for each subsidiary are before inter-company
eliminations (Note 27 for transactions with non-controlling interests) (continued).
Current
Assets 510,848,669 26,653,515
Liabilities (500,668,456) (285,217,391)
Non-current
Assets 2,409,334,473 395,093,905
Liabilities (2,343,482,431) (54,408,561)
(1)During 2017, certain subsidiaries of the Group have adopted new accounting policies and have
retrospectively adjusted the comparative figures as at 31 December 2016 to comply with the newly
adopted accounting policies.
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Independent power
Development Company Limited Gulf SRC Company Limited Gulf PD Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
2017 2016 2017 2016 2017 2016
Baht Baht Baht Baht Baht Baht
Profit (loss) from continuing operation 3,548,281 4,504,544 (122,691,600) (98,817,117) (97,259,766) (89,811,655)
Annual Report 2017
Total comprehensive income (expense) 3,548,281 4,504,544 (122,691,600) (98,817,117) (97,259,766) (89,811,655)
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf MP Company Limited Gulf VTP Company Limited Gulf TS1 Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
Gulf Energy Development Public Company Limited
Profit (loss) from continuing operation (3,536,991) 9,370,866 264,511,117 (37,145,933) 283,267,860 (32,961,370)
Total comprehensive income (expense) (3,536,991) 9,370,866 264,511,117 (37,145,933) 283,267,860 (32,961,370)
58
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf TS2 Company Limited Gulf TS3 Company Limited Gulf TS4 Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
2017 2016 2017 2016 2017 2016
Baht Baht Baht Baht Baht Baht
Profit (loss) from continuing operation 239,578,676 (55,301,475) 126,107,755 (58,776,841) 79,650,885 (82,990,141)
Total comprehensive income (expense) 239,578,676 (55,301,475) 126,107,755 (58,776,841) 79,650,885 (82,990,141)
Annual Report 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Profit (loss) from continuing operation 34,094,841 (34,989,269) 52,344,552 (117,052,619) 56,399,032 (122,534,989)
Total comprehensive income (expense) 34,094,841 (34,989,269) 52,344,552 (117,052,619) 56,399,032 (122,534,989)
60
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf NLL2 Company Limited Gulf NPM Company Limited Gulf NRV1 Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
2017 2016 2017 2016 2017 2016
Baht Baht Baht Baht Baht Baht
Profit (loss) before corporate income tax 35,186,943 (107,240,322) 12,234,113 (115,638,035) (43,775,615) (32,228,944)
benefit
Corporate income tax benefit 2,733 - 496,676 - 42,238 -
Profit (loss) from continuing operation 35,189,676 (107,240,322) 12,730,789 (115,638,035) (43,733,377) (32,228,944)
Annual Report 2017
Total comprehensive income (expense) 35,189,676 (107,240,322) 12,730,789 (115,638,035) (43,733,377) (32,228,944)
Set out below are the summary of financial information for each subsidiary that has non-controlling
interests that are material to the Group. The amounts disclosed for each subsidiary are before inter-
company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Net cash generated from (used in) operating activities 42,476,884 (2,465,877) (765,571) (127,541,236) 11,567,043 (90,854,629)
Net cash used in investing activities (355,386,629) (150,314,180) (250,530,311) - (28,769,333) -
Net cash generated from financing activities 796,389,705 192,475,308 252,252,373 77,587,319 21,673,662 79,937,374
Net increase (decrease) in cash and cash equivalents 483,479,960 39,695,251 956,491 (49,953,917) 4,471,372 (10,917,255)
Cash and cash equivalents at beginning of year 95,001,212 55,305,961 6,861,496 56,815,413 15,188,909 26,106,164
Exchange gains (losses) on cash and cash equivalents - - - - - -
Cash and cash equivalents at end of year 578,481,172 95,001,212 7,817,987 6,861,496 19,660,281 15,188,909
Annual Report 2017
169
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
170
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf MP Company Limited Gulf VTP Company Limited Gulf TS1 Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
2017 2016 2017 2016 2017 2016
Gulf Energy Development Public Company Limited
Net cash generated from (used in) operating activities (22,368,821) (27,184,785) 382,323,293 (419,504,058) 127,054,583 (346,253,126)
Net cash used in investing activities (3,880,557,680) (1,763,844,450) (602,023,330) (2,535,632,362) (700,699,530) (3,013,542,145)
Net cash generated from financing activities 3,698,876,500 1,800,000,000 655,059,029 3,332,596,914 920,344,757 3,500,587,783
Net increase (decrease) in cash and cash equivalents (204,050,001) 8,970,765 435,358,992 377,460,494 346,699,810 140,792,512
Cash and cash equivalents at beginning of year 259,148,025 250,177,260 432,961,990 55,501,496 256,812,853 116,020,341
Exchange gains (losses) on cash and cash equivalents - - (182,753) - (1,378,676) -
Cash and cash equivalents at end of year 55,098,024 259,148,025 868,138,229 432,961,990 602,133,987 256,812,853
64
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf TS2 Company Limited Gulf TS3 Company Limited Gulf TS4 Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
2017 2016 2017 2016 2017 2016
Baht Baht Baht Baht Baht Baht
Net cash generated from (used in) operating activities (56,514,589) (274,226,114) (266,157,636) (43,285,568) 38,416,014 (21,208,843)
Net cash used in investing activities (793,946,208) (3,102,627,956) (1,317,161,144) (2,467,721,839) (1,760,353,110) (2,189,210,628)
Net cash generated from financing activities 965,265,469 3,589,146,026 2,084,302,945 2,653,203,081 2,203,219,714 2,340,406,667
Net increase in cash and cash equivalents 114,804,672 212,291,956 500,984,165 142,195,674 481,282,618 129,987,196
Cash and cash equivalents at beginning of year 317,517,279 105,225,323 227,859,028 85,663,354 230,774,464 100,787,268
Exchange gains (losses) on cash and cash equivalents (74,855) - (26,867) - (20,134) -
Cash and cash equivalents at end of year 432,247,096 317,517,279 728,816,326 227,859,028 712,036,948 230,774,464
Annual Report 2017
171
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
172
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Net cash generated from (used in) operating activities (74,684,115) (9,168,645) (98,750,561) (127,876,487) (109,813,861) 12,137,816
Net cash used in investing activities (2,403,159,024) (1,580,693,047) (2,334,844,890) (1,694,192,390) (2,195,089,346) (1,417,122,034)
Net cash generated from financing activities 2,677,464,871 1,729,870,723 2,580,723,843 1,977,498,677 2,286,949,220 1,562,568,789
Net increase (decrease) in cash and cash equivalents 199,621,732 140,009,031 147,128,392 155,429,800 (17,953,987) 157,584,571
Cash and cash equivalents at beginning of year 193,686,662 53,677,631 157,393,074 1,963,274 158,928,104 1,343,533
Exchange gains (losses) on cash and cash equivalents (27,938) - (16,171) - (29,655) -
Cash and cash equivalents at end of year 393,280,456 193,686,662 304,505,295 157,393,074 140,944,462 158,928,104
66
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Set out below are the summary of financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts
disclosed for each subsidiary are before inter-company eliminations (Note 27 for transactions with non-controlling interests) (continued).
Gulf NLL2 Company Limited Gulf NPM Company Limited Gulf NRV1 Company Limited
For the year ended 31 December For the year ended 31 December For the year ended 31 December
2017 2016 2017 2016 2017 2016
Baht Baht Baht Baht Baht Baht
Net cash generated from (used in) operating activities (60,526,652) 99,093,120 (87,016,649) (126,728,114) (108,386,421) (42,201,413)
Net cash used in investing activities (1,799,778,340) (1,177,906,817) (1,413,386,917) (778,512,310) (1,940,116,412) (199,564,013)
Net cash generated from financing activities 2,087,630,110 1,196,048,541 1,476,359,072 1,002,411,196 2,134,669,130 242,980,556
Net increase (decrease) in cash and cash equivalents 227,325,118 117,234,844 (24,044,494) 97,170,772 86,166,297 1,215,130
Cash and cash equivalents at beginning of year 117,930,014 695,170 98,264,183 1,093,411 1,933,888 718,758
Exchange gains (losses) on cash and cash equivalents (28,969) - (222,299) - (2,390) -
Cash and cash equivalents at end of year 345,226,163 117,930,014 73,997,390 98,264,183 88,097,795 1,933,888
Annual Report 2017
173
174 Gulf Energy Development Public Company Limited
Set out below are the summary of financial information for each subsidiary that has non-controlling
interests that are material to the Group. The amounts disclosed for each subsidiary are before inter-
company eliminations (Note 27 for transactions with non-controlling interests) (continued).
On 2 March 2017, Gulf WHA MT Natural Gas Distribution Company Limited was changed from a
subsidiary to a joint venture as detail disclosed in Note 14.3. Therefore the proportion of ordinary shares
is not presented in the table of investment in subsidiaries above.
Separate
financial
statements
Baht
Call for additional paid-up and newly issued ordinary shares of subsidiaries
On 10 February 2017, at the Board of Directors’ Meeting of Gulf MP Company Limited, the Board of
Director passed a resolution to approve the call for additional paid-up capital from the shareholders of Baht
0.83 per share, totaling to Baht 300 million, which the Company has fully paid of Baht 210 million
according to its shareholding portion on 17 February 2017.
On 16 May 2017, at the Extraordinary Shareholders’ Meeting of Gulf MP Company Limited, the shareholders
passed a resolution to approve an increase in the authorised share capital by issuing 720 million ordinary
shares at a par value of Baht 10 each with the call for the paid-up capital of Baht 2.50 per share, totaling to
Baht 1,800 million, which the Company has paid Baht 1,260 million according to its shareholding portion on
the same date. Gulf MP Company Limited registered the increase in share capital with the Ministry of
Commerce on 17 May 2017.
On 3 August 2017, at the Board of Directors’ Meeting of Gulf MP Company Limited, the Board of Director
passed a resolution to approve the call for additional paid-up capital from the shareholders of Baht 1.39
per share, totaling to Baht 500 million, which the Company has fully paid of Baht 350 million according to
its shareholding portion on 28 August 2017.
On 15 September 2017, at the Extraordinary Shareholders' Meeting of Chana Green Company Limited,
the shareholders passed a resolution to approve an increase in the authorised share capital by issuing
51.90 million ordinary shares at a par value of Baht 10 each with the call for the paid-up capital of Baht
2.50 per share, totaling to Baht 129.75 million, which the Company has paid in according to its
shareholding portion amounting to Baht 129.75 million on 18 September 2017. Chana Green Company
Limited registered the increase in share capital with the Ministry of Commerce on 25 September 2017.
On 25 October 2017, at the Board of Directors’ Meeting of Gulf MP Company Limited, the Board of
Directors passed a resolution to approve the call for additional paid-up capital of 360 million issued
ordinary shares at Baht 2.78 per share, amounting to Baht 1,000 million, and 720 million issued ordinary
shares at Baht 0.14 per share, amounting to Baht 100 million, which the Company has paid Baht 770
million according to its shareholding portion on 13 November 2017.
176 Gulf Energy Development Public Company Limited
Call for additional paid-up and newly issued ordinary shares of subsidiaries (continued)
Call for additional paid-up and newly issued ordinary shares of subsidiaries of Gulf MP Company
Limited
During the year 2017, the subsidiaries of Gulf MP Company Limited call for additional paid-up and newly
issue ordinary shares of totaling to Baht 5,967.45 million.
Call for additional paid-up and newly issued ordinary shares of subsidiaries of Independent
Power Development Company Limited
During the year 2017, the subsidiaries of Independent Power Development Company Limited call for
additional paid-up and newly issue ordinary shares of totaling to Baht 550 million.
Call for additional paid-up and newly issued ordinary shares of subsidiaries of Gulf WHA MT
Natural Gas Distribution Company Limited
During the year 2017, the subsidiaries of Gulf WHA MT Natural Gas Distribution Company Limited call
for additional paid-up and newly issue ordinary shares of totaling to Baht 24.75 million.
On 11 October 2017, the Company entered into the second amendment of the Joint Development
Agreement (JDA) (Amendment no.2) between the Company, Mitsui & Co., Ltd., Mit Power Capital
(Thailand) Company Limited, and Independent Power Development Company Limited. The significant
matters of Amendment no.2 are that the counter parties agree to grant the Company’s right to increase
its shareholding proportion in Independent Power Development Company Limited, from 51% to 70%,
including the rights to receive 75% of total dividend from Independent Power Development Company
Limited. The Company can exercise these rights from 15 October 2017 to 28 February 2018.
On 25 October 2017, the Board of Directors of Independent Power Development Company Limited, a
subsidiary, passed a resolution to approve an increase in the authorised share capital from Baht 3,140 million
to Baht 5,128.67 million by issuing 198.87 million new ordinary shares at a par value of Baht 10 each and offer
to the existing shareholders of Independent Power Development Company Limited. On 31 October 2017, at
the Board of Directors’ Meeting of the Company, the Board of Directors passed a resolution to approve an
increase in the authorised share capital of Independent Power Development Company Limited and to acquire
the remaining increased authorised share capital if the other existing shareholders of Independent Power
Development Company Limited waive their rights to increase their shareholding proportion on this share
capital increase of Independent Power Development Company Limited.
On 13 November 2017, the Company purchased all newly issued ordinary shares of subsidiaries of
Independent Power Development Company Limited resulted in an increase of the Company's holding
from 51% to 70%.
The Company invests in Gulf JP Company Limited (GJP) and classified it as an associate. GJP engages
in electricity generation business and operates IPP power plants and SPP power plants. The Company
holds a total of 1,315.60 million registered ordinary shares with a par value of Baht 10 representing 40%
of authorised share capital. The Company had fully paid for 1,315.60 million authorised shares,
amounting to Baht 13,156 million.
Consolidated Separate
financial financial
statement statement
Baht Baht
For the year 2016, the share of the associate’s net profit was calculated on the Company’s 10% and 40%
interest based on GJP’s statement of income during 1 January 2016 - 14 August 2016 and 15 August
2016 - 31 December 2016, respectively. For the year 2017, the share of the associate’s net profit was
calculated on the Company’s 40% interest based on GJP’s statement of income for the year ended
31 December 2017.
Set out below is an associate of the group as at 31 December 2017, which in the opinion of the directors
are material to the Group. The associate as listed below has share capital consisting solely of ordinary
shares, which are held directly by the Group. The country of incorporation or registration is also its principal
place of business.
% of ownership interest
Place of business/ 2017 2016
Name of entity country of incorporation % %
Gulf JP Company Limited is principally engaged in the investment in power business especially electricity
generation and management services for energy business.
Set out below are the summary of financial information for an associate that are material to the Group.
The information disclosed reflects the amount presented in the financial statements of the relevant
associates (not the Group’s shares of those amounts). They have been amended to reflect adjustments
made using the equity method, including fair value adjustments and modifications for differences in
accounting policy.
178 Gulf Energy Development Public Company Limited
Current assets
Cash and cash equivalents 2,295,925,135 668,058,315
Other current assets (excluding cash) 23,688,219,499 29,855,620,182
Current liabilities
Financial liabilities (excluding trade payables) 5,476,906,758 8,099,885,528
Other current liabilities (including trade payables) 3,156,868,793 3,532,268,558
Non-current liabilities
Financial liabilities 74,613,422,229 84,407,527,365
Other non-current liabilities 3,350,904,879 3,178,169,919
9,945,991,210 6,813,616,341
9,967,482,206 6,746,043,182
180 Gulf Energy Development Public Company Limited
Reconciliation of the summarised financial information presented to the carrying amount of its interest in
the associate is as follows:
* The Group has recognised the interest in Gulf JP Company Limited at 10% for the period 1 January
2016 - 14 August 2016. After 14 August 2016, the Group has recognised the interest in Gulf JP
Company Limited in the portion of 40%.
Gulf WHA MT Natural Gas Distribution Company Limited (previously known as Gulf Eastern Seaboard
NGD Company Limited).
Gulf WHA MT Natural Gas Distribution Company Limited was previously considered as a subsidiary of
the Company. Subsequently, on 2 March 2017, at the Board of Directors’ Meeting No.1/2017, the Board
of Directors passed a resolution to approve the Company to sell 51,000 million ordinary shares of Gulf
WHA MT Natural Gas Distribution Company Limited at a par value of Baht 10 each, representing 51% of
registered capital to Hemaraj Land and Development Public Company Limited at the price specified in
the agreement totaling to Baht 127,500 million resulting in a decrease of the Company's holding from
99.99% to 48.99% and the investment has been reclassified from investment in a subsidiary to
investment in a joint venture. The joint venture was established for investing in gas distribution and
transmission. After the disposal of shares holding proportion, the Group holds total 48,997 million
registered ordinary shares in Gulf WHA MT Natural Gas Company Limited with a par value of Baht 10
each representing 48.99% of total registered shares. The Group paid-up for 48,997 million shares at Baht
2.50 each, amounting to Baht 122,493.
On 27 April 2017, at an Annual Ordinary Meeting of Shareholders for the year 2017 of Gulf WHA MT
Natural Gas Distribution Company Limited, the shareholders passed a resolution to approve an increase
in the registered share capital by issuing 4,800,000 new ordinary shares at a par value of Baht 10 each
with the call for the paid-up capital of Baht 2.50 each, totaling Baht 12,000,000, which the Company paid
Baht 5,880,000 according to its shareholding portion on the same date.
Annual Report 2017 181
During the fourth quarter of 2017, Hemaraj Land and Development Public Company Limited sold
2,499,000 ordinary shares of Gulf WHA MT Natural Gas Distribution Company Limited, representing 51%
of total registered capital to WHA Utilities and Power Public Company Limited.
As at 31 December 2017, the Group owned 2,400,997 registered ordinary shares with a par value of
Baht 10 each, representing 48.99% of total registered capital. The Group partially paid-up for 2,400,997
million shares at Baht 2.50 per share, amounting to Baht 6,002,493 million.
Consolidated Separate
financial financial
statements statements
Baht Baht
Consolidated Separate
financial financial
statements statements
Baht Baht
As at 1 January 2016
Cost 44,719,594 44,719,594
Less Provision for impairment - -
As at 31 December 2016
Cost 112,610,681 44,719,594
Less Provision for impairment - -
Consolidated Separate
financial financial
statements statements
Baht Baht
As at 31 December 2017
Cost 112,610,681 44,719,594
Less Provision for impairment (15,015,094) (15,015,094)
As at 31 December 2017, the Group’s investment property amounting to Baht 97.60 million (31 December 2016:
Baht 112.61 million) is land currently held for an undetermined future use. The fair value of investment property
of Baht 97.60 million, which is valued by an independent appraiser certified by Professional Standard. This
method is based on the observable data, so the Group has classified the fair value of investment property within
level 2.
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
As at 1 January 2016
Cost 3,352,999,113 6,442,099 5,556,235,248 50,492,394 8,966,168,854
Less Accumulated depreciation - (2,494,735) - (2,298,286) (4,793,021)
As at 31 December 2016
Cost 3,297,434,701 5,892,992 26,564,661,866 50,492,394 29,918,481,953
Less Accumulated depreciation - (1,320,721) - (4,230,489) (5,551,210)
Annual Report 2017
Closing net book amount 3,314,108,701 45,253,164 22,016,786,238 25,132,896,980 38,088,457 50,547,133,540
As at 31 December 2017
Cost 3,314,108,701 51,203,902 22,378,077,797 25,132,896,980 43,437,732 50,919,725,112
Less Accumulated depreciation - (5,950,738) (361,291,559) - (5,349,275) (372,591,572)
78
Annual Report 2017 185
Separate
financial statements
Office equipment
Baht
As at 1 January 2016
Cost 855,300
Less Accumulated depreciation (132,836)
As at 31 December 2016
Cost 1,414,342
Less Accumulated depreciation (350,594)
As at 31 December 2017
Cost 2,564,802
Less Accumulated depreciation (636,023)
For the year ended 31 December 2017, borrowing costs of Baht 1,517.17 million (2016: Baht 866.72 million)
represented the specific borrowing to finance the construction of a new power plant. These capitalised
borrowing costs were calculated using the capitalisation rate of 3.08% - 5.79% per annum (2016: 2.97% -
5.49% per annum) and are included in ‘additions’ during the period.
As at 31 December 2017, all plots of land, power plants and power plant equipment amounting to Baht
50,166.54 million were pledged as collateral for loans from financial institutions as disclosed in Note 19 and 20
(2016: Baht 29,654.02 million).
As at 31 December 2017, the Group has capital expenditure related to the power plant construction and
purchase of power plant equipment which were not recognised in the consolidated financial statement as disclosed in
Note 34.
186 Gulf Energy Development Public Company Limited
As at 1 January 2016
Cost 16,671,041 504,000 17,175,041
Less Accumulated amortisation (609,596) (167,174) (776,770)
As at 31 December 2016
Cost 18,009,871 - 18,009,871
Less Accumulated amortisation (2,309,722) - (2,309,722)
As at 31 December 2017
Cost 27,362,390 - 27,362,390
Less Accumulated amortisation (4,953,304) - (4,953,304)
Separate financial
statements
Computer
software
Baht
As at 1 January 2016
Cost 681,402
Less Accumulated amortisation (25,140)
As at 31 December 2016
Cost 681,402
Less Accumulated amortisation (95,206)
As at 31 December 2017
Cost 681,402
Less Accumulated amortisation (162,753)
The Group calculated income tax for the year ended 31 December 2017 and 2016 from net profit (tax base) which
excluded the interest in an associate as follows:
2017 2016
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
The movements in deferred income tax assets and deferred income tax liabilities are as follows:
83
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
190
The movements in deferred income tax assets and deferred income tax liabilities are as follows (continued):
84
Annual Report 2017 191
The movements in deferred income tax assets and deferred income tax liabilities are as follows (continued):
As at 1 January 2016 - -
(Charged) credited to profit or loss - -
(Charged) credited to other comprehensive income (219,043) (219,043)
Deferred income tax assets are recognised for tax loss and carry forwards only to the extent that realisation of
the related tax benefit through the future taxable profits is probable. The Group did not recognise deferred income tax
assets of Baht 300.22 million (2016: Baht 252.97 million) in respect of losses amounting to Baht 1,051.12 million
(2016: Baht 1,264.87million) that can be carried forward against future taxable income. Losses amounting to Baht
4.98 million will expire in 2018 (2016: Losses amounting to Baht 33.93 million will expire in 2017).
192 Gulf Energy Development Public Company Limited
Details of short-term loans from financial institutions by group’s business were as follows:
In August 2017, the Company entered into a loan agreement with a financial institution for a revolving short-term
loan facility in the form of promissory note of Baht 6,000 million. The Company pledged certain shares in its
associates and other companies, which the Company invested in, to a financial institution. This loan bears
interest at fixed rate per annum and payable on the repayment date of each promissory note.
In September 2017, the Company fully drewdown short-term loans amounted to Baht 6,000 million. However,
as at 31 December 2017, the Company did not have outstanding loan because the Company made a loan
repayment in full for this short-term loan in December 2017 (31 December 2016: Nil).
Subsidiary of Gulf MP Company Limited entered into loans agreements with financial institutions for working
capital facilities of Baht 3,600 million. The interest rate in working capital facilities is MLR minus certain fixed
margin per annum. The interest payments are specified based on the terms and conditions as assigned by each
financial institution.
These short-term loans are secured by the land as discussed in Note 16, and include future construction
thereon, power plants, machinery and power plant equipment. In addition, the rights to Power Purchase
Agreements, Gas Sale Agreements, Supply Agreements, Construction Agreements, Gas Pipeline Construction
Contracts, Deposit Accounts, and Insurance Policies have been assigned to the lenders as collateral in
accordance with the credit facilities agreements.
As at 31 December 2017, the subsidiaries of Gulf MP Company Limited had outstanding loan amounting to
Baht 572 million (31 December 2016: Nil).
Consolidated Separate
financial financial
statements statements
Baht Baht
Long-term loans from financial institutions are secured loans and consist of USD and Baht.
Consolidated Separate
financial statements Financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
Details of long-term loans from financial institutions by group’s business were as follows:
As at 31 December 2017 and 2016, long-term loans from a financial institution represented the secured loan
amounting to Baht 1,000 million. These loans bear interest at fixed rate. Interest will be paid on semi-annually
basis commencing from the first drawdown date, whereas the principal will be paid on maturity date as specified
in the agreement.
The subsidiaries of Independent Power Development Company Limited entered into the long-term loans
agreements with a financial institution for a total credit facility of Baht 2,300 million, for the purpose of land
acquisition and power plant project development. The above loans are secured by land and future construction
thereon as discussed in Note 16, as well as, the pledge of certain shares of the Company, and guaranteed by
the Company and its shareholder in proportion of ownership as collateral. In addition, these subsidiaries are
required to pledge savings accounts as a collateral with a total minimum deposit amount of Baht 172.50 million,
which is equivalent to the interest that will be payable for a period of one year. The interest rate is at MLR minus
certain fixed margin per annum and interest is payable on monthly basis. The principal will be payable on
maturity date as specified in the agreement.
As at 31 December 2017 and 2016, these subsidiaries have outstanding loans amounting to Baht 2,283.06 million.
The subsidiaries of Gulf MP Company Limited entered into the long-term loans agreements with financial
institutions in Baht and USD with the total loan facilities of Baht 42,993.50 million and USD 499.95 million. The
interest rates on Baht loans are THBFIX plus a certain margin per annum and the interest rates on USD loans
are LIBOR plus a certain margin per annum. The interest will be repaid on quarterly basis, whereas the principal
will be payable on maturity date specified in the agreement.
194 Gulf Energy Development Public Company Limited
These long-term loans are secured by the land as discussed in Note 16, and include future construction
thereon, power plants, machinery and power plant equipment. In addition, the rights to Power Purchase
Agreements, Gas Sale Agreements, Supply Agreements, Construction Agreements, Gas Pipeline Construction
Contracts, Deposit Accounts, and Insurance Policies have been assigned to the lenders as collateral in
accordance with the credit facilities agreement. These subsidiaries are also required to comply with certain
terms and conditions, such as maintaining of debt to equity ratio and debt service coverage ratio. In addition,
under the conditions in long-term loans agreements, the Company must enter into forward contract to prevent
the fluctuation of exchange rates in SEK, EUR, USD, and JPY, and interest swap contract from float interest
rate to fixed interest rate to prevent the risk in the Group’s cash flow.
During the year ended 31 December 2017, these subsidiaries have drawndown long-term loans from financial
institutions in Baht and USD amounting to Baht 12,171 million and USD 156.41 million.
As at 31 December 2017, these subsidiaries have outstanding long-term loans with financial institutions in Baht
and USD amounted to Baht 34,990.32 million and USD 383.03 million (31 December 2016: Baht 23,312.70 million
and USD 232.36 million).
The subsidiaries of Gulf Solar Company Limited entered into the long-term loans agreements with a financial
institution in Baht with the total loan facilities of Baht 33.90 million. The interest rate on Baht loan is MLR minus
a certain margin per annum. The interest will be repaid on quarterly basis, whereas the principal will be payable
on maturity date specified in the agreement.
These long-term loans are secured by the equipment as discussed in Note 16, and all registered ordinary
shares in its subsidiaries. In addition, the rights to these subsidiaries’ agreements and contracts, deposit
accounts, investments, bonds and insurance policies have been assigned to the lenders as collateral in
accordance with the credit facilities agreement. These subsidiaries are also required to comply with certain
terms and conditions, such as maintaining proportion of shareholders and debt service coverage ratio.
As at 31 December 2017, these subsidiaries have outstanding loans with a financial institution amounted to
Baht 24.63 million (31 December 2016: Baht 29.70 million).
21 Debentures, net
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
Current portion of debentures, net
Current portion of debentures - 7,000,000,000 - 7,000,000,000
Less Deferred financing fee due
within 1 year - (8,358,898) - (8,358,898)
Debentures, net
Debentures 6,000,000,000 6,000,000,000 6,000,000,000 6,000,000,000
Less Deferred financing fee due
later than 1 year (16,458,479) (16,458,479) (16,458,479) (16,458,479)
During 2016, the Company issued unsubordinated secured debenture in Baht to specific debenture holders and
their representatives in the amount of Baht 13,000 million. These debentures are fully guaranteed by the
financial institution. The Company pledged certain of its shares, shares in an associate and other companies,
which the Company invested in, to the financial institutions. These debentures bear interest at fixed rate per
annum. Interest will be paid on semi-annually basis. The Company pays the guarantee fee semi-annually at
fixed rate per annum in advance to the financial institutions. These debentures partially matured and were
redeemed in September and December 2017, which resulted in part of the pledged shares becoming unpledged.
The remaining debentures will mature in August 2019.
88
Annual Report 2017 195
22 Bills of exchange
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
During 2016, the financial institutions have provided the underwriting facilities for the issuance of both secured and
non-secured short-term bills of exchange in Baht in the amount of Baht 7,000 million. The secured and non-secured
bill of exchange will be guaranteed or aval by the underwriting financial institution and the Company has to
pledge certain of Company’s common shares, shares in an associate and other companies, which the Company
invested in, to such financial institutions.
In September 2017, the underwriting facilities for both secured and non-secured amounting to Baht 2,000
million was expired, which resulted in part of the pledge of certain of Company’s common shares, shares in an
associate and other companies become unpledged.
The discount rate plus the guarantee fee for underwriting facility under bills of exchange of Baht 2,000 million
matured in September 2017 shall not exceed the fixed rate per annum as specified in the agreement. For the
remaining underwriting facility for bills of exchange of Baht 5,000 million that will be matured in 2021, the
discount rate in each period plus the guarantee fees shall not exceed the three-month government bond yield
plus certain fixed margin per annum as specified in the agreement.
As at 31 December 2017, the Company had no outstanding bills of exchange in Baht from financial institutions
(31 December 2016: Baht 5,475.57 million).
The Group estimated provision for decommissioning costs of power plants, machinery, power plant equipment,
and solar rooftop system based on future removal cost estimates by incorporating many assumptions such as
abandonment times in accordance with power purchase agreements and future inflation rate. Present value of
provision for decommissioning costs are discounted at the discount rate estimated by the management.
The movement in employee benefit obligations recognised in the statement of financial position are as follows:
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
89
196 Gulf Energy Development Public Company Limited
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
The above sensitivity analysis are based on a change in an assumption while all other assumptions remain
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same
method which is the present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period has been applied when calculating the pension liability recognised
within the consolidated statement of financial position. The methods and types of assumptions used in
preparing the sensitivity analysis did not change when compared to the previous period.
As at 31 December 2017, the weighted average employee benefit obligations of the Group is 19 to 20 years.
(2016: 20 years)
At 2017
Retirement benefits 20,412,800 19,553,278 57,722,767 71,991,568 134,413,273 304,093,686
At 2016
Retirement benefits 6,166,254 16,009,540 56,620,325 48,979,160 90,530,896 218,306,175
90
Annual Report 2017 197
On 2 March 2017, at the Board of Directors’ Meeting, the Board of Directors passed a resolution to approve the
call for additional paid-up capital of 270 million issued ordinary shares at Baht of 1.13 per share, amounting to
Baht 305 million. The Company fully received the additional paid-up capital amounting to Baht 305 million on
30 March 2017.
On 18 May 2017, at the Extraordinary Shareholders’ Meeting, the shareholders passed a resolution to approve
a change in its par value from Baht 10 per share to Baht 5 per share by splitting 310 million authorised ordinary
shares at a par value of Baht 10 each to 620 million authorised ordinary shares at a par value of Baht 5 each.
The Company has already amended the Company’s Memorandum of Association to record this par value
changed. In addition, the shareholders passed a resolution to approve an increase in the authorised share
capital from Baht 3,100 million to Baht 10,666.50 million by issuing 1,513.30 million new ordinary shares at a
par value of Baht 5 each. The Company registered the increase in share capital with the Ministry of Commerce
on 25 May 2017.
On 25 July 2017, the Company issued letters to the existing shareholders whose name are recorded in the
Company’s share register book as at 25 July 2017, offering them the allocation of newly issued shares of 980
million shares, at the offering price of Baht 5 each, with a total paid-up share value of Baht 4,900 million in
accordance with their shareholding portion. The Company already received the fully additional paid-up capital
on 3 August 2017.
In November 2017, the Company offered its ordinary shares in an initial public offering (IPO) by issuing 533.30
million shares. The new shares were sold to subscribers at Baht 45 per share (Baht 5 par value and Baht 40
share premium) totaling Baht 23,998.50 million (share premium of Baht 21,332 million). The Company’s shares
started trading on the Stock Exchange of Thailand on 6 December 2017. Expenses directly attributable to the
IPO of Baht 442.70 million was deducted from the IPO’s share premium, which was received from shares
offering to investors, resulted in net share premium of Baht 20,889.30 million.
Section 51 of the Public Companies Act. B.E. 2535 requires companies to set aside share subscription money
received in excess of the issued shares’ par value to a reserve account (share premium). The share premium is
not available for dividend distribution.
91
198 Gulf Energy Development Public Company Limited
As at 31 December 2017, the total authorised number of ordinary shares was 2,133.30 million shares at a par
value of Baht 5 each. The ordinary shares of 2,133.30 million shares are fully paid-up, amounting to Baht
10,666.50 million.
On 25 May 2016, at the Board of Directors’ Meeting, the Board of Directors passed a resolution to approve a
call for additional paid-up capital of 270 million issued ordinary shares at Baht 1.54 per share, amounting to
Baht 415 million. The Company fully received the additional paid-up capital amounting to Baht 415 million on
27 May 2016.
As at 31 December 2016, the total authorised number of ordinary shares were 310 million shares, with a par
value of Baht 10 per share. The ordinary shares of 40 million shares are fully paid-up, amounting to Baht 400
million. The ordinary shares of 270 million shares are partially paid-up at Baht 8.87 per share, amounting to
Baht 2,395 million.
26 Legal reserve
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
Opening balance - - - -
Appropriation during the year 86,512,524 - 86,512,524 -
Under the Public Companies Act B.E. 2535, the Company is required to set aside as a legal reserve at least 5%
of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10% of the
registered capital. The legal reserve is non-distributable.
Annual Report 2017 199
27 Non-controlling interests
Movements of non-controlling interests for the year ended 31 December are as follows:
Consolidated
financial statements
2017 2016
For the year ended 31 December Baht Baht
a) Increase in shares capital and additional paid-up shares of subsidiaries during 2017
The proportion of non-controlling interest under the Group is 47%, 47%, 30% and 30% are with WHA
Energy Company Limited, Thai Industrial Estate Corporation Limited, Mitsui & Co., Ltd. and Mit-Power
Capitals (Thailand) Company Limited, respectively. During 2017, additional paid-up shares of subsidiaries
are as follows:
1. Gulf TS1 Company Limited, Gulf TS2 Company Limited, Gulf TS3 Company Limited, Gulf TS4
Company Limited, Gulf VTP Company Limited and Gulf NLL2 Company Limited increased their
shares capital of Baht 4,876 million by issuing 109.70 million ordinary shares of Baht 797 million and
additional paid-up capital of Baht 4,079 million. WHA Energy Company Limited paid for its
contribution of Baht 1,219.49 million.
2. Gulf BL Company Limited and Gulf BP Company Limited increased their shares capital of Baht 400
million by issuing 80 million ordinary shares of Baht 200 million and additional paid-up capital of Baht
200 million. Thai Industrial Estate Corporation Limited paid for its contribution of Baht 100 million.
3. Gulf MP Company Limited increased its share capital of Baht 3,700 million by issuing 720 million
ordinary shares of Baht 1,800 million and additional paid-up capital of Baht 1,900 million. Mit-Power
Capitals (Thailand) Company Limited paid for its contribution of Baht 1,110 million.
4. Independent Power Development Company Limited increased its shares capital of Baht 1,409.12
million by issuing 452.87 million ordinary shares of Baht 1,409.12 million. Mitsui & Co., Ltd paid for
its contribution of Baht 311.15 million.
200 Gulf Energy Development Public Company Limited
b) Increase in shares capital and additional paid-up shares of subsidiaries during 2016
The proportion of non-controlling interest under the Group is 25% and 30% are with WHA Energy
Company Limited and Mit-Power Capitals (Thailand) Company Limited, respectively. During the year 2016,
additional paid-up shares of subsidiaries are as follows:
1. Gulf TS1 Company Limited, Gulf TS2 Company Limited, Gulf TS3 Company Limited, Gulf TS4
Company Limited and Gulf VTP Company Limited increased their shares capital of Baht 1,650
million by issuing 320 million ordinary shares of Baht 800 million and additional paid-up capital of
Baht 850 million. WHA Energy Company Limited paid for its contribution of Baht 412.66 million.
2. Gulf MP Company Limited increased its share capital of Baht 1,800 million by issuing 360 million
ordinary shares of Baht 900 million and additional paid-up capital of Baht 900 million. Mit-Power
Capitals (Thailand) Company Limited paid for its contribution of Baht 540 million.
On 25 October 2017, the Board of Directors of Independent Power Development Company Limited, a
subsidiary, passed a resolution to approve an increase in the authorised share capital from Baht 3,140 million to
Baht 5,128.67 million by issuing 198.87 million new ordinary shares at a par value of Baht 10 each and offer to
the existing shareholders of Independent Power Development Company Limited, which the other existing
shareholders of Independent Power Development Company Limited waived their rights to increase their
shareholding proportion on this share capital increase of Independent Power Development Company Limited,
resulted in decrease in shareholding interest of other existed shareholders.
On 20 June 2016, Gulf MP Company Limited, a subsidiary, sold 15.50 million common shares of Gulf BL
Company Limited, a subsidiary of Gulf MP Company Limited, to Thai Industrial Estate Corporation Limited for
Baht 40 million, which resulted in a decrease in its shareholding interest from 99.99% to 75%. The carrying
amount of non-controlling interest in Gulf BL Company Limited on the date of disposal was Baht 37.01 million
and the Group recorded an increase in equity attributed to owner of the Group of Baht 2.99 million.
On 15 September 2016, Gulf MP Company Limited, a subsidiary, sold 15.50 million common shares of Gulf BP
Company Limited, a subsidiary of Gulf MP Company Limited, to Thai Industrial Estate Corporation Limited for
Baht 40.50 million, which resulted in a decrease in its shareholding interest from 99.99% to 75%. The carrying
amount of non-controlling interest in Gulf BP Company Limited on the date of disposal was Baht 11.42 million and the
Group recorded an increase in equity attributed to owner of the Group of Baht 29.08 million.
On 21 December 2016, Gulf MP Company Limited, a subsidiary, sold 15.26 million common shares of Gulf
NLL2 Company Limited, a subsidiary of Gulf MP Company Limited, to WHA Energy Company Limited for Baht
40.02 million, which resulted in a decrease in its shareholding interest from 99.99% to 74.99%. The carrying
amount of non-controlling interest in Gulf NLL2 Company Limited on the date of disposal was Baht 9.86 million
and the Group recorded an increase in equity attributed to owner of the Group of Baht 30.16 million.
Annual Report 2017 201
The effect of changes in the interest on the equity attribute to owners of the Group during the year is summarised
as follows:
Consolidated
financial statements
2017 2016
Baht Baht
Consolidated
financial statements
2017 2016
Baht Baht
Movement of other components of equity for the year ended 31 December 2017 are as follows:
Opening balance as at 1 January 2017, net of tax - (21,954) (98,549,586) (119,081,153) (10,470,711) (228,123,404)
Change in fair value - - 37,509,869 (24,338,255) - 13,171,614
Tax charged to other comprehensive income (expense) - - (4,197,011) 23,688,075 - 19,491,064
Gulf Energy Development Public Company Limited
Less Reclassification adjustments for gains to be included in profit or loss - - (23,045,871) 96,096,315 - 73,050,444
Tax charged to other comprehensive income (expense) - - 4,609,174 (19,219,264) - (14,610,090)
Share of other comprehensive income (expense) - - - - 8,200,515 8,200,515
Translation differences - 103,382 - - - 103,382
Actuarial losses (20,689,859) - - - - (20,689,859)
Transfer actuarial losses 20,689,859 - - - - 20,689,859
Closing balance as at 31 December 2017, net of tax - 81,428 (83,673,425) (42,854,282) (2,270,196) (128,716,475)
Opening balance as at 1 January 2016, net of tax 67,571 (70,458,709) 105,113,776 3,437,158 38,159,796
Change in fair value - (20,361,715) (220,324,720) - (240,686,435)
Tax charged to other comprehensive income (expense) - (1,954,002) 4,308,875 - 2,354,873
Less: Reclassification adjustments for gains to be included in profit or loss - (7,218,950) (10,223,855) - (17,442,805)
Tax charged to other comprehensive income (expense) - 1,443,790 2,044,771 - 3,488,561
Share of other comprehensive income (expense) - - - (13,907,869) (13,907,869)
Translation differences (89,525) - - - (89,525)
Closing balance as at 31 December 2016, net of tax (21,954) (98,549,586) (119,081,153) (10,470,711) (228,123,404)
96
Annual Report 2017 203
Movement of other components of equity for the year ended 31 December 2017 are as follows:
Movement of other components of equity for the year ended 31 December 2016 are as follows:
29 Other income
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
For the year ended 31 December
Current tax on profits for the year (891,442) (66,782,400) - (63,184,076)
Deferred income taxes (Note 18) 55,185,377 113,743,492 6,680,702 1,569,718
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the basic
weighted average tax rate applicable to profit of the home country of the Company as follows:
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
The weighted average applicable tax rate for the Group was 1.41% (2016: 27.05%).
Annual Report 2017 205
The corporate income tax credit (charge) relating to component of other comprehensive income is as follows:
31 Expenses by nature
Expenses that are included in calculating net profit can be classified as follows;
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
32 Finance costs
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
33 Financial instruments
As at 31 December the company and subsidiaries have balance of financial instruments both assets and
liabilities of currency as follow:
As at 31 December, the Group had forward foreign exchange contracts. The settlement dates on open
forward contracts ranged between 3 months and 54 months. Amounts in foreign currencies to be settled
and contractual exchange rates of the outstanding contracts were:
Japanese Yen:
- Average Exchange rate (JPY/ THB) 0.31 0.29
- Foreign currency (JPY) 1,306,675,320 2,127,586,076
- Local currency (THB) 404,022,933 626,058,903
Swedish Krona:
- Average Exchange rate (SEK/ THB) 4.11 4.24
- Foreign currency (SEK) 212,870,633 500,892,005
- Local currency (THB) 877,033,066 2,132,772,042
Swedish Krona:
- Average Exchange rate (SEK/ USD) 0.12 0.12
- Foreign currency (SEK) 47,962,327 311,963,053
- Local currency (USD) 5,984,817 38,942,156
US Dollar:
- Average Exchange rate (USD/ THB) 33.32 33.47
- Foreign currency (USD) 10,012,991 13,124,272
- Local currency (THB) 333,858,593 438,291,126
European Euro:
- Average Exchange rate (EUR/ THB) 40.13 40.04
- Foreign currency (EUR) 3,268,862 14,294,482
- Local currency (THB) 130,130,636 566,406,793
34 Litigation
During the year 2014, the Monitoring and Auditing Committee of Fiscal Expenditures (MACFE) resolved to
appoint the Energy Regulatory Commission (ERC) to initiate an investigation on the bidding process of the 2012
Independent Power Producer (IPP) Bidding Solicitation, which was alleged to be non-compliance with Thailand’s
Power Development Plan and the relevant ERC regulations. The ERC then established a sub-committee to
conduct an investigation and reported its findings to the MACFE. The MACFE, later, assigned the Ministry of
Energy (MOE) to further investigate the IPP Bidding Solicitation in which the MOE appointed an Ad Hoc
Committee from the MOE to further investigate the IPP Bidding Solicitation. Subsequently, the MOE submitted
letters to the Group requesting to negotiate with the Group to cancel one of the IPP projects, of which the Power
Purchase Agreement (PPA) with Electricity Generating Authority of Thailand (EGAT) was signed. In addition,
the MOE sent a letter requesting the Board of Investment of Thailand (BOI) to delay approval process of both
IPP projects of the Company.
However, on 23 July 2015, Independent Power Development Company (IPD), Gulf SRC Company Limited
(GSRC), and Gulf PD Company Limited (GPD) (collectively Plaintiffs) filed an administrative lawsuit to the
Central Administrative Court of Thailand (the Administrative Court) against (i) ERC, (ii) the Office of the ERC,
(iii) MOE and (iv) the Ad Hoc Committee (collectively, the Defendants) that the investigation was not performed
in accordance with the applicable laws, some of the Defendants who had authority for the investigation had
conflicts of interest, information determined by the Defendants during the investigation was distorted and the
Plaintiffs were obstructed to develop the IPP projects by the action of the Defendants. The Plaintiffs requested
the Administrative Court to issue an order to prohibit the Defendants from conducting any further unlawful
investigation on the IPPs Bidding Solicitation, or to stop using the result of such unlawful investigation whether
internally or externally with other government authorities.
101
208 Gulf Energy Development Public Company Limited
34 Litigation (continued)
On 8 December 2016, the Administrative Court judged that the investigation conducted by the Defendants was
lawful, however, the investigate, use or reference of the result of investigation or any action were prohibited
such action will cause damages to the Plaintiffs. The Central Administrative Court also ordered the MOE to
revoke its letter requesting the BOI to delay approval process of the IPP projects. Subsequently, on 24 March
2017, GSRC and GPD finally obtained BOI approval.
On 4 January 2017, the MOE submitted an appeal to the Supreme Court and the Plantiffs had to submit a
petition of appeal to the Supreme Administrative Court by 5 June 2017.
On 5 June 2017, the Plantiffs submitted a request for an extension of a petition to appeal for 15 days, which
was dued on 20 June 2017. On 20 June 2017, the Plantiffs already submitted a petition to appeal to the
Supreme Administrative Court.
As at 31 December 2017, there was no provision related to this litigation has been accrued in the Company’s
financial statements, because the Group’s management believes that there will be no significant liability from
the result of above lawsuit cases.
35 Promotional privileges
The Group has been granted promotional privileges by the Office of the Board of Investment under promotion
certificates in respect of electricity. These subsidiaries have been granted exemption from certain taxes and
duties as detailed in the certificates including exemption from corporate income tax for a period of eight years
from the date of first revenue. As promoted entities, these subsidiaries are required to comply with the terms
and conditions specified in the promotion certificates.
Commitments
The Company entered into lease agreements in respect of space rental for office and equipment. As at 31 December
rental commitments under these agreements in the subsequent years are as follows:
Consolidated Separate
financial statements financial statements
2017 2016 2017 2016
Baht Baht Baht Baht
Due
Within one year 21,062,098 11,306,363 21,062,098 11,306,363
Later than one year but not later than
five years 17,839,737 11,529,945 17,839,737 11,529,945
Commitments (continued)
As at 31 December 2017, the Company had outstanding bank guarantees issued by financial institutions
amounting to Baht 6,061 million (31 December 2016: Baht 13,152 million). The subsidiaries had outstanding
bank guarantees issued by a financial institution as a guarantee for their Power Purchase Agreements with EGAT
as follows:
Unit: Baht million
2017 2016
Name of subsidiaries Baht Baht
Significant agreements
The Company entered into Cash Advance Agreements with its subsidiaries and related parties of the
Company to provide financial supports for their business operations. Each agreement will become
effective from the agreement date and continue until either party in each agreement gives a written notice
of termination to the other party or when the event of default occurs by either parties. The interest rate is
a fixed rate per annum. As stipulated in the agreements, the cash advance and related accrued interests
are due within 30 days after receipt of the invoice from the Company.
During the year 2013, Mitsui & Co., Ltd. (Mitsui), J-Power Holdings (Thailand) Company Limited (J-POWER)
and the Company entered into Joint Development Agreement (JDA) in order to develop Independent power
producer projects under the control of Independent Power Development Company Limited (IPD), which is a
subsidiary of the Company. Under the agreement, Mitsui shall have right to purchase up to 49% of total shares
in IPD within 15 days after the effective date of the agreement, whereas J-POWER shall have right to purchase
the IPD’s shares from Mitsui and the Company. However, on 20 June 2014, Mitsui, J-POWER and the
Company entered into the Amendment No. 1 to the JDA, which was entered into on 3 April 2013 to amend the
definition of Due Diligence Period with regard to right to purchase shares by J-POWER. Other terms and
conditions remain the same as the original JDA. The JDA and the amendment is become effective until all
parties in the agreement mutually agree to cancel the agreement. However, J-POWER’s right to purchase was
expired without exercising the right.
Mitsui and the Company entered into Joint Development Agreement in order to develop 12 small power
plant projects (Note 14). Under the agreement, the Company has to set up Gulf MP Company Limited as
a holding company. Mitsui has to invest in such holding company by acquiring ordinary shares from the
Company two times. First time, by 16 January 2014, Mitsui has to purchase 1% of total ordinary shares
with the share premium as stipulated in the agreement. Subsequently, on 17 November 2014, Mitsui
transferred all share in Gulf MP Company Limited as well as the second time share purchase option
under these agreement to Mit-Power Capitals (Thailand) Company Limited. Thus the second time,
Mit-Power Capitals (Thailand) Company Limited has to purchase shares in such company up to 30% of
total shares together with the share premium as stipulated in the agreement. The agreement is become
effective until all parties in the agreement mutually agree to cancel the agreement.
210 Gulf Energy Development Public Company Limited
On 5 November 2014, the Company entered into Management Services Agreements with 12 subsidiaries
of the Company, which operate as small power producers, to provide business advice, coordination,
supervision and management services. The service fee will be charged on a monthly basis at the rate
and conditions as specified in the agreement. The agreements shall become effective for a period of 25
years commencing from the first commercial operation date and continue until either party in each
agreement gives a written notice of termination to the other party in advance in the event of the defaulting
party commits a material breach of the agreement.
On 10 November 2014, the Company entered into Development Service Agreements with 12 subsidiaries,
which operate as small power producers, to assist in the project development phase and advice on
significant agreements and raise capital for the project. Each agreement charges a success fee totaling
of Baht 120 million per company. The Company will receive such service fee upon the completion of the
financial close. The agreement would be terminated when either party in each agreement gives a written
notice of termination to the other party in the event of the defaulting party commits a material breach of
the agreement.
On 2 December 2016, the Company entered into the engineering services agreement with 12 subsidiaries
to provide supportive engineers during construction phase, including test and evaluate the performance
of machines and coordinate with subcontractors to complete the construction project in according to the
conditions specified in the agreement. Such subsidiaries must make service payment under the conditions
and periods specified in the agreement.
On 1 January 2014, the Company entered into the Secondment Agreement with Gulf JP Company
Limited, a related party, to provided human resources service for its business operations. Under such
agreement, Gulf JP Company Limited is committed to pay monthly service fee to the Company in
accordance with the conditions as specified in the agreement. The agreement would be terminated in the
event that one party fails to perform any obligation under the agreement and the failure is not remediate
within ten days after receiving a written notice from contracted party. The agreement becomes effective
since 1 January 2014.
On 9 September 2016, the Company entered into the Secondment Agreement with Gulf MP Company
Limited, a subsidiary, to provided human resources service for its business operations. Under such
agreement, Gulf MP Company Limited is committed to pay monthly service fee to the Company in
accordance with the conditions as specified in the agreement. The agreement would be terminated in the
event that one party fails to perform any obligation under the agreement and the failure is not remediate
within sixty days after receiving a written notice from contracted party. The agreement becomes effective
since on 1 January 2016.
On 1 November 2017, the Company entered into the amendment of the Secondment Agreement to
adjust scope of service and the fee under the condition specified in the Amendment Agreement. The
agreement becomes effective since 1 January 2017.
The Group entered into other construction contracts to construct raw water pumping stations, raw water
reservoirs, raw water and waste water pipelines, electricity transmission lines, steam pipelines for
industrial users, as well as construction of office buildings to control the operation of the subsidiaries’
projects. Under these contracts, the subsidiaries will pay a total of Baht 4,174.72 million (2016: Baht
4,289.38 million) under the installment period in accordance with conditions set out in the contracts.
As at 31 December 2017, the subsidiaries had outstanding commitments in respect of these other construction
contracts at Baht 1,490.18 million (31 December 2016: Baht 2,917.75 million).
Annual Report 2017 211
On 12 December 2013, Gulf SRC Company Limited, a subsidiary, had entered into the 25-year PPA with
EGAT to generate capacity charge and deliver energy charge at the level specified in the agreement. Under
the PPA, the exchange rate risk is partly compensated by capacity payment charged to EGAT in each month.
The Company has the Scheduled Commercial Operation Date for the 1st generating unit on 31 March 2021,
for the 2nd generating unit on 1 October 2021, for the 3rd generating unit on 31 March 2022 and for the 4th
generating unit on 1 October 2022.
On 23 December 2013, Gulf PD Company Limited, a subsidiary, had entered into the 25-year Power
Purchase Agreement with EGAT to generate capacity charge and deliver energy charge at the level specified
in the agreement. Under the PPA, the exchange rate risk is partly compensated by capacity payment charged
to EGAT in each month. The Company has the Scheduled Commercial Operation Date for the 1st generating
unit on 31 March 2023, for the 2nd generating unit on 1 October 2023, for the 3rd generating unit on 31 March
2024 and for the 4th generating unit on 1 October 2024.
In addition, the company’s subsidiaries had entered into the 25-year PPA with EGAT to generate
capacity charge and deliver energy charge at the level specified in the agreement.
The Solar Group had entered into the 25-year PPA with Provincial Electricity Authority (PEA) to sell the
electricity generated from the solar photovoltaic installation on the rooftop, commencing from commercial
operation date.
The Group’s 14 subsidiaries had entered into Gas Sale and Purchase Agreement with PTT Public
Company Limited for quantity and gas price as specified in the agreements. The agreements are effective for
a period of 25 years starting from the commercial operation date of the power plant and can be extended,
based on the conditions stipulated in the agreements.
The Group’s subsidiaries had entered into agreements with counterparties to purchase machinery and
power plants equipment and for the construction of the power plants. The contract value totaling USD
368.97 million, Swedish Krona (SEK) 2,097.84 million, Japanese Yen (JPY) 7,781.56 million, European
Euro (EUR) 38.62 million and Baht 22,349.38 million.
As at 31 December 2017, the subsidiaries had outstanding commitment with counterparties from supply
agreement and construction agreement at USD 84.81 million, SEK 165.52 million, JPY 961.96 million, EUR
1.48 million and Baht 4,832.21 million (2016: USD 196.63 million, SEK 744.42 million, JPY 3,673.61 million,
EUR 17.23 million and Baht 11,213.63 million).
(j) Engineering, Procurement and Construction of Natural Gas Pipeline and Metering Facilities System
Agreements
The Group’s subsidiaries had entered into agreements with contractor to construct the natural gas
pipeline and metering facilities system. The contracts value totaling Baht 1,636.29 million.
As at 31 December 2017, the outstanding commitment from engineering, procurement and construction
of natural gas pipeline and metering facilities system agreements was amounting to Baht 514.58 million
(2016: Baht 1,216.41 million).
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
As at 31 December 2017, subsidiaries had outstanding balances of foreign currency forward contracts in order to manage exposure of fluctuations in Swedish Krona (SEK),
European Euro (EUR), US Dollar (USD) and Japanese Yen (JPY) with local financial institutions.
Exchange Rates
Name of subsidiaries Currency Currency Amount (million) The fixed exchange rates
Gulf VTP Company Limited Baht SEK SEK 17.41 3.96 Baht per SEK
Gulf TS1 Company Limited Baht SEK SEK 17.41 3.97 Baht per SEK
Gulf TS2 Company Limited Baht SEK SEK 17.41 3.99 Baht per SEK
Gulf TS3 Company Limited Baht SEK SEK 27.27 3.89 - 4.01 Baht per SEK
Gulf TS4 Company Limited Baht SEK SEK 15.13 3.94 - 4.38 Baht per SEK
Gulf NC Company Limited Baht USD USD 0.32 33.63 Baht per USD
Gulf BL Company Limited Baht SEK SEK 14.81 3.95 - 4.40 Baht per SEK
Baht EUR EUR 0.42 40.70 Baht per EUR
Baht JPY JPY 31.19 0.30 Baht per JPY
Gulf BP Company Limited Baht SEK SEK 14.81 3.96 - 4.38 Baht per SEK
Baht EUR EUR 0.25 41.09 Baht per EUR
Baht JPY JPY 88.57 0.32 Baht per JPY
Gulf NLL2 Company Limited Baht SEK SEK 9.54 4.23 Baht per SEK
Baht EUR EUR 0.14 39.17 - 40.25 Baht per EUR
Annual Report 2017
As at 31 December 2016, subsidiaries had outstanding balances of foreign currency forward contracts in order to manage exposure of fluctuations in Swedish Krona (SEK),
European Euro (EUR), US Dollar (USD) and Japanese Yen (JPY) with local financial institutions.
Exchange Rates
Name of subsidiaries Currency Currency Amount (million) The fixed exchange rates
Gulf Energy Development Public Company Limited
Gulf VTP Company Limited Baht SEK SEK 28.61 3.95 - 4.45 Baht per SEK
Baht EUR EUR 0.15 40.58 Baht per EUR
Baht JPY JPY 14.03 0.29 Baht per JPY
Gulf TS1 Company Limited Baht SEK SEK 15.61 3.94 - 4.43 Baht per SEK
Baht EUR EUR 0.14 40.72 Baht per EUR
Baht JPY JPY 13.85 0.29 Baht per JPY
Gulf TS2 Company Limited Baht SEK SEK 15.61 3.93 - 4.43 Baht per SEK
Baht EUR EUR 0.14 40.52 Baht per EUR
Baht JPY JPY 13.47 0.29 Baht per JPY
Gulf TS3 Company Limited Baht SEK SEK 28.13 3.96 - 4.37 Baht per SEK
Baht EUR EUR 0.14 40.16 Baht per EUR
Baht JPY JPY 91.63 0.29 - 0.30 Baht per JPY
Gulf TS4 Company Limited Baht SEK SEK 15.13 3.94 - 4.38 Baht per SEK
Baht EUR EUR 0.14 40.26 Baht per EUR
Baht USD USD 0.07 36.05 Baht per USD
Baht JPY JPY 155.73 0.29 - 0.30 Baht per JPY
Gulf NC Company Limited Baht EUR EUR 0.27 40.50 Baht per EUR
Baht USD USD 2.71 33.55 - 33.63 Baht per USD
Baht JPY JPY 268.82 0.29 - 0.30 Baht per JPY
Gulf BL Company Limited USD SEK SEK 28.49 0.13 USD per SEK
Baht SEK SEK 128.05 4.30 - 4.40 Baht per SEK
Baht EUR EUR 1.18 39.52 - 40.70 Baht per EUR
Baht JPY JPY 448.98 0.29 - 0.30 Baht per JPY
Gulf BP Company Limited USD SEK SEK 68.55 0.13 USD per SEK
Baht SEK SEK 116.62 4.31 - 4.38 Baht per SEK
Baht EUR EUR 3.17 39.75 - 41.09 Baht per EUR
Gulf NLL2 Company Limited USD SEK SEK 98.57 0.12 USD per SEK
Baht SEK SEK 92.33 4.15 - 4.23 Baht per SEK
Baht EUR EUR 1.09 38.97 - 40.25 Baht per EUR
Baht JPY JPY 251.80 0.29 - 0.30 Baht per JPY
Gulf Energy Development Public Company Limited
Notes to Consolidated and Separate Financial Statements
For the year ended 31 December 2017
As at 31 December 2016, subsidiaries had outstanding balances of foreign currency forward contracts in order to manage exposure of fluctuations in Swedish Krona (SEK),
European Euro (EUR), US Dollar (USD) and Japanese Yen (JPY) with local financial institutions.
Exchange rates
Name of subsidiaries Currency Currency Amount (million) The fixed exchange rates
Gulf NPM Company Limited USD SEK SEK 116.36 0.12 USD per SEK
Baht SEK SEK 79.07 4.19 - 4.26 Baht per SEK
Baht EUR EUR 1.09 38.13 - 40.40 Baht per EUR
Baht JPY JPY 261.60 0.29 - 0.30 Baht per JPY
Gulf NRV1 Company Limited Baht EUR EUR 3.99 38.71 - 40.54 Baht per EUR
Baht USD USD 3.83 33.39 - 33.41 Baht per USD
Baht JPY JPY 306.06 0.29 - 0.31 Baht per JPY
Gulf NRV2 Company Limited Baht EUR EUR 2.79 38.86 - 40.65 Baht per EUR
Baht USD USD 6.52 33.15 - 33.32 Baht per USD
Baht JPY JPY 301.60 0.29 - 0.33 Baht per JPY
Annual Report 2017
215
216 Gulf Energy Development Public Company Limited
Subsidiaries as below entered into the right to use of rooftop space for solar PV rooftop agreements with
a related party. The agreements are effective for a period of 25 years commencing on the commercial
operation date with PEA. The rental fee and payment terms including other conditions are as stipulated in
the agreement.
The Group entered into a Long-term Service Agreement for the maintenance of machinery and equipment
associated with its gas turbines used for the power plant operation. The service includes the replacement
of the main machinery as specified in the agreement. The agreement is effective from the agreement
date until the expiration of the operation of gas turbine under the Power Purchase Agreement. The
contract value can be adjusted annually based on conditions as stipulated in the agreement.
The Group entered into a Contractual Service Agreement for the procurement and maintenance of the
power plants between the Group and counter service party. The agreement is effective from the
agreement date until the expiration of the operation of gas turbine under the Power Purchase Agreement.
The Group had outstanding commitments to pay for spare gas turbine. For spare gas turbine, the
quarterly service fees are based on numbers of gas turbine operating hours and other maintenance fees.
The price under the agreement is adjusted annually based on conditions as stipulated in the agreement.
On 1 November 2017, the Company entered into the Major Maintenance Services Agreement with Gulf
JP Company Limited, an associate, to provide major maintenance services including advice,
coordination, supervision and management services for the power plants of the Gulf JP Group. Under the
agreement, the service fee is charged on a monthly basis at the rate as stipulated in the agreement. The
agreement becomes effective since 1 January 2017 until the expiration of the Power Purchase
Agreement between each of each power plant in Gulf JP Group and EGAT.
Annual Report 2017 217
On 18 January 2018, Gulf Chana Green Company Limited, a subsidiary, has entered into the Power Purchase
Agreement with EGAT to generate capacity charge and deliver energy charge at the level specified in the
agreement. The term of the Power Purchase Agreement is 5 years effective from the date both parties signed the
agreement and can be renewed every 5 years after given the written notice not less than 30 days in advance to
another party. The Company has the Scheduled Commercial Operation Date on 1 July 2019.
Shareholder Agreement
On 22 January 2018, the Company entered into the Shareholder Agreement with Gulf WHA MT Natural Gas
Distribution Company Limited, a subsidiary and WHA Utilities and Power Public Company Limited (WHAUP) and
MITG (Thailand) Limited (MITG) a new shareholder to change the shareholding proportion in Gulf WHA MT
Natural Gas Distribution Company Limited among the Company, WHAUP and MITG from 49%: 51%: 0% to 35%:
35%: 30%, respectively.
On 9 February 2018, the Company entered into the Shareholder Agreement with Mitsui & Co., Ltd., Mit- Power
Capitals (Thailand) Company Limited, and IPD, a subsidiary on the distributions of dividend payment from IPD
under the second amendment of JDA (Amendment no.2) dated on 11 October 2017 as discussed in Note 14.1.
Under the amendment, the Company has the rights to receive 75% of total dividend. On 26 February 2018, at the
Board of Directors’ Meeting of the Company, the Board of Directors passed a resolution to approve the issuance of
preferred shares of IPD and the distributions of dividend payment and return of capital shall be under the condition
specified in the Shareholder Agreement.
On 8 February 2018, Gulf SRC Company Limited and Gulf PD Company Limited, the subsidiaries, had entered
into the contracts with counterparties to purchase the power plants equipment and for the construction of the
power plants. The contracts value totaling to USD 424.30 million, JPY 83,317.90 million, EUR 40.40 million and
Baht 27,834.82 million.
On 8 February 2018, Gulf SRC Company Limited and Gulf PD Company Limited, the subsidiaries, had entered
into Long-term Service Agreements for the maintenance of machinery and gas turbine equipments used for the
power plant operation. The service includes the replacement of the main machinery as specified in the agreement.
The agreement is effective from the agreement date until the expiration of the operation of gas turbine under the
Power Purchase Agreement. The contract value can be adjusted annually based on conditions as stipulated in the
agreement. The contract value totaling to JPY 90,705 million.
Construction Agreement
On 16 February 2018, Gulf Chana Green Company Limited, a subsidiary, had entered into the contract with
counterparties for the construction of the power plant. The contract value totaling to Baht 1,500 million.
218 Gulf Energy Development Public Company Limited
On 16 February 2018, Gulf Chana Green Company, a subsidiary had entered into the long-term loans agreement
with the financial institutions in Baht with the total loan facilities of Baht 1,927 million. The interest rates on a
portion of loan is floating interest rate in THBFIX plus a certain fixed margin per annum and the remaining portion
is fixed interest rates. The interest will be repaid on a quarterly basis, whereas the principal will be payable on
maturity date as specified in the agreement.
These long-term loans are secured by the land including future construction thereon, power plants, machinery and
power plant equipment. In addition, the rights to Power Purchase Agreements, Construction Agreements, Deposit
Accounts, and Insurance Policies have been assigned to the lenders as collateral in accordance with the credit
facilities agreement. These subsidiaries are also required to comply with certain terms and conditions, such as
maintaining of debt to equity ratio and debt service coverage ratio. Under the conditions in long-term loans
agreements, Gulf Chana Green Company must enter into interest swap contract to change floating interest rate to
fixed interest rate to protect its cash flow risk.
(a) On 10 January 2018, at the Board of Directors’ Meeting of Gulf WHA MT Natural Gas Distribution
Company Limited, the Board of Directors passed a resolution to approve the call for additional paid-up
capital of 0.10 million issued ordinary shares at Baht 7.50 per share, amounting to Baht 0.75 million, and
4.80 million issued ordinary shares at Baht 7.50 per share, amounting to Baht 36 million. The total
additional paid-up capital was Baht 36.75 million. The shareholders has paid the subscription amount in
full on 26 January 2018.
(b) On 12 January 2018, at the Board of Directors’ Meeting of Gulf NC Company Limited, the Board of Directors
passed a resolution to approve the call for additional paid-up capital of 40 million issued ordinary shares at
Baht 5.82 per share, amounting to Baht 232.80 million, and 34.96 million issued ordinary shares at Baht 7.50
per share, amounting to Baht 262.20 million. The total additional paid-up capital was Baht 495 million. The
shareholders has paid the subscription amount in full on 15 February 2018.
(c) On 12 January 2018, at the Board of Directors’ Meeting of Gulf BP Company Limited, the Board of
Directors passed a resolution to approve the call for additional paid-up capital of 1.90 million issued
ordinary shares at Baht 5.46 per share, amounting to Baht 10.37 million, and 48 million issued ordinary
shares at Baht 4.99 per share, amounting to Baht 239.63 million. The total additional paid-up capital was
Baht 250 million. The shareholders has paid the subscription amount in full on 15 February 2018.
(d) On 2 February 2018, at the Board of Directors’ Meeting of Gulf MP Company Limited, the Board of
Directors passed a resolution to approve the call for additional paid-up capital of 720 million issued
ordinary shares at Baht 2.50 per share, amounting to Baht 1,800 million, which was received in full on
14 February 2018.
Annual Report 2017 219
(a) On 29 January 2018, at the Extraordinary Shareholders’ Meeting of Gulf TS2 Company Limited, the
Shareholders passed a resolution to approve an increase in the authorised share capital from Baht 1,428 million
to Baht 1,690 million by issuing 26.20 million new ordinary shares at a par value of Baht 10 each. The ordinary
shares were fully paid amounting to Baht 262 million on 30 January 2018. Gulf TS2 Company Limited
registered the increase in share capital with the Ministry of Commerce on 31 January 2018.
(b) On 29 January 2018, at the Extraordinary Shareholders’ Meeting of Gulf NPM Company Limited, the
Shareholders passed a resolution to approve an increase in the authorised share capital from Baht 600 million
to Baht 1,200 million by issuing 60 million new ordinary shares at a par value of Baht 10 each. The ordinary
shares were partially paid-up at Baht 2.50 each, amounting to Baht 150 million, on 30 January 2018.
Gulf NPM Company Limited registered the increase in share capital with the Ministry of Commerce on
31 January 2018.
(c) On 8 February 2018, at the Extraordinary Shareholders’ Meeting of Gulf TS3 Company Limited, the
Shareholders passed a resolution to approve an increase in the authorised share capital from Baht 1,278
million to Baht 1,478 million by issuing 20 million new ordinary shares at a par value of Baht 10 each.
The ordinary shares were fully paid amounting to Baht 200 million on 15 February 2018. Gulf TS3 Company
Limited registered the increase in share capital with the Ministry of Commerce on 31 January 2018.
(d) On 8 February 2018, at the Extraordinary Shareholders’ Meeting of Gulf NRV1 Company Limited, the
Shareholders passed a resolution to approve an increase in the authorised share capital from Baht
731.80 million to Baht 1,131.80 million by issuing 40 million new ordinary shares at a par value of Baht 10
each. The ordinary shares were partially paid-up at Baht 2.50 per share, amounting to Baht 100 million
on 15 February 2018. Gulf NRV1 Company Limited registered the increase in share capital with the
Ministry of Commerce on 16 February 2018.
(e) On 8 February 2018, at the Extraordinary Shareholders’ Meeting of Gulf NRV2 Company Limited, the
Shareholders passed a resolution to approve an increase in the authorised share capital from Baht 644
million to Baht 1,044 million by issuing 40 million new ordinary shares at a par value of Baht 10 each. The
ordinary shares were partially paid-up at Baht 2.50 per share, amounting to Baht 100 million. The
Company received the additional paid-up capital on 15 February 2018. Gulf NRV2 Company Limited
registered the increase in share capital with the Ministry of Commerce on 16 February 2018.
(a) On 25 January 2018, at the Extraordinary Shareholders’ Meeting of Gulf WHA MT Natural Gas Distribution
Company Limited, the Shareholders passed a resolution to approve an increase in the authorised share
capital from Baht 49 million to Baht 71.40 million by issuing 2.24 million new ordinary shares at a par
value of Baht 10 each. The ordinary shares were fully paid amounting to Baht 22.40 million on 26 January
2018. Gulf WHA MT Natural Gas Distribution Company Limited registered the increase in share capital
with the Ministry of Commerce on 26 January 2018.
(b) On 29 January 2018, at the Extraordinary Shareholders’ Meeting of Gulf WHA MT Natural Gas Distribution
Company Limited, the Shareholders passed a resolution to approve an increase in the authorised share
capital from Baht 71.40 million to Baht 126.40 million by issuing 5.50 million new ordinary shares at a par
value of Baht 10 each. The ordinary shares were partially paid-up at Baht 3.50 per share, amounting to
Baht 19.25 million on 30 January 2018. Gulf WHA MT Natural Gas Distribution Company Limited
registered the increase in share capital with the Ministry of Commerce on 30 January 2018.
220 Gulf Energy Development Public Company Limited
Definitions
Company Gulf Energy Development Public Company Limited
Group The Company, its subsidiaries, its associates and its joint ventures
BTU British Thermal Unit, a unit of energy which is approximately the energy required to heat one pound of water for one Fahrenheit
EDL-Gen EDL-Generation Public Company
EGAT The Electricity Generating Authority of Thailand
EPPO Energy Policy & Planning Office
PEA The Provincial Electricity Authority
GBL Gulf BL Co., Ltd., a power project operator under GMP
GBP Gulf BP Co., Ltd., a power project operator under GMP
GCRN Gulf JP CRN Co., Ltd, a power project operator under GJP
GEC Gulf Electric Public Company Limited
GCG Gulf Chana Green Company Limited
GHC Gulf Holding Company Limited, whose name has been currently changed to Land and House Property Development Co., Ltd.
GJP Gulf JP Company Limited, an associate in which the Company has a 40.0% equity interest
GKP1 Gulf JP KP1 Co., Ltd., a power project operator under GJP
GKP2 Gulf JP KP2 Co., Ltd., a power project operator under GJP
GMP Gulf MP Company Limited, a subsidiary in which the Company has a 70.0% equity interest
GNC Gulf NC Co., Ltd., a power project operator under GMP
GNK2 Gulf JP NK2 Co., Ltd., a power project operator under GJP
GNLL Gulf JP NLL Co., Ltd., a power project operator under GJP
GNLL2 Gulf NLL2 Co., Ltd., a power project operator under GMP
GNNK Gulf JP NNK Co., Ltd., a power project operator under GJP
GNPM Gulf NPM Co., Ltd., a power project operator under GMP
GNRV1 Gulf NRV1 Co., Ltd., a power project operator under GMP
GNRV2 Gulf NRV2 Co., Ltd., a power project operator under GMP
GNS Gulf JP NS Co., Ltd., a power project operator under GJP
GPD Gulf PD Co., Ltd., a power project operator under IPD
GSRC Gulf SRC Co., Ltd., a power project operator under IPD
GTLC Gulf JP TLC Co., Ltd., a power project operator under GJP
GTS1 Gulf TS1 Co., Ltd., a power project operator under GMP
GTS2 Gulf TS2 Co., Ltd., a power project operator under GMP
GTS3 Gulf TS3 Co., Ltd., a power project operator under GMP
GTS4 Gulf TS4 Co., Ltd., a power project operator under GMP
Gulf HK Gulf International Investment (Hong Kong) Limited
Gulf International Holding Gulf International Holding Pte., Ltd.
Gulf Pattani Green Gulf Pattani Green Co., Ltd.
Gulf Solar Gulf Solar Co., Ltd., a subsidiary in which the Company has a 75.0% equity interest
Annual Report 2017 221
Gulf Solar BV Gulf Solar BV Co., Ltd., a power project operator under Gulf Solar
Gulf Solar KKS Gulf Solar KKS Co., Ltd., a power project operator under Gulf Solar
Gulf Solar TS1 Gulf Solar TS1 Co., Ltd., a power project operator under Gulf Solar
Gulf Solar TS2 Gulf Solar TS2 Co., Ltd., a power project operator under Gulf Solar
Gulf Sport Gulf Sport Management Public Company Limited, the Company’s former subsidiary
Gulf WHA MT Gulf WHA MT Natural Gas Distribution Co., Ltd., a joint venture in which the Company has a 35.0% equity interest
GUT Gulf JP UT Co., Ltd., a power project operator under GJP
GVTP Gulf VTP Co., Ltd., a power project operator under GMP
GWh Gigawatt-hour
IPD Independent Power Development Company Limited, a subsidiary in which the Company has a 70.0% equity interest
IPP Independent Power Producer in which capacity sold to EGAT is more than 90 megawatts
JPHT J-Power Holdings (Thailand) Company Limited, a wholly owned Thai subsidiary of J-Power
Electric Power Development Co., Ltd., together with its consolidated subsidiaries, including GJP. J-Power is one
J-Power of the world’s largest coal-fired power plant developers and operators.
Kolpos Kolpos Pte. Ltd.
kWh Kilowatt-hour
LIBOR The London Interbank Offered Rate
MIT-Power Mit-Power Capitals (Thailand) Limited
Mitsui & Co. Mitsui & Co., Ltd. and its companies, including MIT-Power
MLR Minimum Loan Rate
MW Megawatt
PEA The Provincial Electricity Authority
Pomodoro Pomodoro Group Co., Ltd., the Company’s former subsidiary
PTT PTT Public Company Limited
RT Refrigeration ton, unit of water production measurement
SBY Biomass SBY Biomass Co., Ltd.
SPCG SPCG Public Company Limited
SPP Small Power Producer in which capacity sold to EGAT is more than 10 megawatts, but not more than 90 megawatts
Revenue recognition standard applied for the IPPs under GJP to record revenue from availability payment as income
TFRIC 4 from financial lease
THBFIX Thai Baht Interest Rate Fixing
Thepha Clean Energy Thepha Clean Energy Co., Ltd.
TPH Ton per hour, unit of steam production measurement
VSPP Very Small Power Producer in which capacity sold to PEA or MEA is not more than 10 megawatts
WHA Group WHA Corporation Public Company Limited, together with its consolidated subsidiaries, including Hemaraj, WHA Energy
and WHAUP
WHA NGD2 WHA Eastern Seaboard NGD2 Co., Ltd.
WHA NGD4 WHA Eastern Seaboard NGD4 Co., Ltd.
boundless possibilities
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102 Gulf Energy Development Public Company Limited