BECL: Bangkok Expressway Public Company Limited | Annual Report
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BECL gives Bangkok Expressway Public Company Limited the happiness 238/7 Asoke-Din Daeng Rd., Bang Kapi, Huai Khwang, Bangkok 10310 to all ... Phone +66 2641 4611 Fax +66 2641 4610 Traffic Information Tel: 1543 / 0 2664 6400 www.becl.co.th Annual Report 2013 Bangkok Expressway Public Company Limited Contents Financial Summary 2 Information on Securities and Message from the Chairman Shareholders 60 of the Board of Directors 4 Management Structure 66 Report of the Audit Committee 5 Corporate Governance 75 The Board of Directors 6 Corporate Social Responsibility 108 Management Team 10 Internal Control and Social Activities 12 Risk Management 122 First Class Service 20 Related Transactions 123 Expressway System Map 22 Financial Highlights 129 Business Policy and Overview 25 Report on Responsibilities of the Nature of Business Operations 31 Board of Directors towards the Risk Factors 42 Financial Report 136 Property Used in Business Operations 50 Management Discussion and Legal Disputes 53 Analysis 137 General Information and Other Information of Company Executives 145 Significant Information 57 Financial Statement 155 BECL gives the happiness to all ... All through the operating years, BECL has strongly determined to provide the Expressway services for the utmost satisfaction of the Expressway users. We also have the commitment to contribute to society in all aspects via social activities under the “BECL Elevates the Quality of Life and the Environment” concept, a part of sharing happiness to society.... Financial Summary Financial Summary Consolidated Financial Statement of BECL & its Subsidiary Company Unit : Million Baht Financial Highlights For the years ended December 31 Consolidated financial statements 2013 2012 Total assets 44,825 41,384 Total liabilities 21,984 20,336 Shareholders’ equity 22,841 21,048 Toll revenue 8,040 7,732 Total revenues 11,314 9,224 Gross profit 5,287 4,996 Net profit 4,835 2,260 Financial Ratios Items 2013 2012 Net profit margin (%) 42.73 24.51 Return on shareholders’ equity (%) 22.04 11.54 Return on total assets (%) 11.22 5.65 Book value per share (Baht) 29.64 27.33 Share issued and paid-ñup (Million shares) 770 770 2 Annual Report 2013 Average Daily Toll Revenue : Chalerm Mahanakorn, Si Rat and Udon Ratthaya Expressway (Million Baht/Day) 24 23.57 23.04 23.10 23 22.53 22.00 21.82 22 21.79 21.56 21.39 21.34 22.24 21.80 21.71 21.37 21.65 21 20.35 21.20 20.96 21.04 21.06 21.05 20.83 20.69 20 19.76 19 18 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec AVG Daily Toll Revenue 2013 : 22.03 AVG Daily Toll Revenue 2012 : 21.13 Average Daily Traffic : Chalerm Mahanakorn, Si Rat and Udon Ratthaya Expressway (Trips/Day) 1,250,000 1,200,000 1,153,921 1,150,000 1,136,359 1,117,714 1,115,774 1,123,861 1,102,541 1,099,941 1,103,500 1,097,618 1,093,788 1,100,000 1,116,071 1,079,317 1,115,765 1,040,239 1,116,040 1,089,456 1,091,122 1,079,674 1,080,616 1,080,981 1,070,343 1,050,000 1,066,178 1,031,768 1,000,000 1,012,324 950,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec AVG Daily Traffic 2013 : 1,099,651 AVG Daily Traffic 2012 : 1,084,765 Bangkok Expressway Public Company Limited 3 Message from the Chairman of the Board of Directors In the interest of financial management in 2013, we issued and offered Baht 7,000 Million debentures to substitute for the matured debentures and to finance the Si Rat - Outer Ring Road Expressway Project, which were widely accepted by investors. The issuance of such debentures will reduce our interest expenses by Baht 27 Million per year. Moreover, our investment in Thai Tap Water Supply Public Company Limited (TTW) was restructured from other long-term investment to investment in an associated company, and as a result, we recognized a share of profit in TTW of Baht 348 Million this year. †In addition, the initial public offering of ordinary shares in CK Power Public Company Limited resulted in our gain of Baht 274 Million from Bangkok Expressway Public Company Limited and the such transaction. Subsidiary, as the respective operators of the Si Rat Expressway The operational results of BECL and our Subsidiary for and the Udon Ratthaya Expressway, always remain committed 2013 showed the net profit of Baht 4,835 Million. †The Board of to playing a part to fulfill our original intention of resolving traffic Directors has resolved to propose that the Shareholders’í Meeting problems.†We continue to improve the efficiency of our services, approve a dividend payment from the operational results of the deliver impressive and safe services to the utmost satisfaction second half of 2013 at the rate of Baht 0.90 per share. †During of the Expressway users. In 2013, we have carried out the the year, our Board of Directors resolved to approve an interim construction of the Si Rat - Outer Ring Road Expressway Project dividend payment from the operational results of the first half to expand the Expressway network to the West of Bangkok. of 2013 to the shareholders at the rate of Baht 0.70 per share, The overall progress of the Project was 12.31 percent as at the thereby bringing the total dividend for 2013 to Baht 1.60 per share. end of 2013, and it is expected to open for service in 2016. The We would like to extend our thanks to all stakeholders for other project is a connecting road between the Si Rat Expressway their contributions which have strengthened our operations in all (Asoke-Srinagarindra Section), and Chaturathit Road (Section C), to aspects; to the government sector for giving us the opportunity to help alleviate the congested traffic and to facilitate the traveling operate and manage the current and future Expressway projects; to Suvarnabhumi Airport. The project has substantially progressed to our shareholders, traders and the financial institutions for and should be opened for service in mid-2014. continued supports to our business; to the Expressway users Our business operations have been socially responsible for trusting in our services; to all our staff for concerted efforts, under the good corporate governance principles and creating value contributions and collaboration for our sustainable development. added to our shareholders. We received an “ìExcellent” rating †Rest assured that Bangkok Expressway Public Company Limited in the assessment of the corporate governance of Thai listed will always adhere to the code of conduct, integrity and transparent companies 2013. Through our contributions, care as well as moral business operations, including our compliance with the good and ethical awareness of consequences for stakeholders, economy, corporate governance principles and our social responsibility. society and environment, we received a “CSRI Recognition”î award in 2013 from the Corporate Social Responsibility Institute and the Stock Exchange of Thailand. †Furthermore, throughout 2013, we continued to organize a “Good Deeds for BECL’ís 25th Anniversary” activity from 2012, in which we celebrated our 25th anniversary, to share our happiness with the society as a whole. (Dr. Virabongsa Ramangkura) Chairman of the Board of Directors 4 Annual Report 2013 Report of the Audit Committee The Audit Committee of Bangkok Expressway Public Company Limited, as appointed by the Companyí’s Board of Directors, comprises three independent directors, namely, Professor Suphachai Phisitvanich, as the Audit Committee Chairman, who has expertisein accounting and finance, General Sampao Choosri and Dr. Annop Tanlamai,as Audit Committee Members, with the General Manager of Internal Audit Office as secretary to the Audit Committee. In 2013, the Audit Committee held four meetings, in which all of its members attended each and every meeting, for discussion and sharing of opinions with the Management, internal auditors and the auditor, and a meeting with the auditor without the Managementí’s presence, for independent discussion on significant information in the preparation of the financial statements and sharing of suggestions. The key performance of duties of the Audit Committee in the year the view that the Company has duly and properly complied with the 2013 may be summarized as follows: relevant laws and requirements in a timely manner, and acknowledged 1. Review of Financial Report: The Audit Committee has reviewed the change in various rules affecting its business operations. the 2013 annual and quarterly financial statements of Bangkok Expressway 5. Consideration of Connected Transactions: The Audit Committee Public Company Limited, including changes in the accounting policy, has reviewed and provided opinions on connected transactions or the adjustments which materially affected the financial statements, transactions which might give rise to conflict of interest to be in and correct and complete disclosure of information, to ensure that compliance with the applicable laws and requirements of the Stock the financial statements were prepared in accordance with the legal Exchange and the Office of the Securities and Exchange Commission requirements, the generally accepted accounting standards and the to ensure transparency, justifications, and maximum benefits to the financial reporting standards, with correct and sufficient disclosure of Companyí’s business operations. information in a timely manner for the benefit of investors or financial 6. Consideration for Appointment of the Auditor and Auditing Fee statements users. for 2014: The Audit Committee has assessed the audit in the previous 2. Review of Internal Control System: The Audit Committee year and considered the reasonableness of the auditing fee, and is of the has reviewed the assessment result of the internal control system to view that the auditor from Ernst & Young Office Limited is independent, ensure the effective performance in all of the Company’ís work units and has knowledge and experience in the audit, provision of advice on and compliance with various laws and requirements, with the Internal the accounting standards, certification of the financial statements in a Audit Office to independently examine and evaluate the sufficiency and timely manner, and that the auditing fee is reasonable.