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Financial Report BANPU PUBLIC COMPANY LIMITED BANPU PUBLIC COMPANY LIMITED 27th Floor, Thanapoom Tower, 1550 New Petchburi Road, Makkasan, Ratchathewi, Bangkok 10400 Tel: +66 2694 6600 www.banpu.com FINANCIAL REPORT BANPU PUBLIC COMPANY LIMITED FINANCIAL REPORT 2019 2019 REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS The main priority of the Board of Directors is to supervise the Company’s operations, making sure they are in line with good corporate governance policy and that the financial statements and financial information appearing in the Company’s annual report are accurate, complete and adequate. Its duty is also to make sure that the financial statements are in line with Thai Financial Reporting Standards and that an appropriate accounting policy has been chosen and is being carefully pursued on a regular basis. In addition, the Board of Directors must also ensure that the Company has an effective internal control system to assure the credibility of its financial statements. The Board also ensures protection over potential conflicts of interest through systems which are place to prevent unusual transactions. Connected transactions which might lead to possible conflicts of interest are closely monitored to ensure they are genuine transactions and are reasonably carried out, based on the normal course of business and for the Company’s maximum benefits, and that the Company is in compliance with relevant laws and regulations. The Audit Committee has already reported the result of its action to the Board of Directors and has also reported its opinions in the Audit Committee’s Report as seen in the annual report. The Board of Directors is of the opinion that the Company’s internal control system has been prove to be satisfactory. The Board was able to obtain reasonable assurance on the credibility of the Company’s financial statements as at 31 December 2019 which the Company’s auditor has audited based on the generally-accepted 01 Report of the Board of Directors’ Responsibilities accounting standards. The auditor is of the opinion that the financial statements present fairly the Company’s for the Financial Statements financial position and the results of its operations in accordance with generally accepted accounting principles. 02 Report of the Audit Committee to Shareholders 06 Management’s Discussion and Analysis of the Consolidated Financial Statements Mr. Chanin Vongkusolkit Ms. Somruedee Chaimongkol 22 Independent Auditor’s Report Chairman of the Board of Directors Chief Executive Officer 29 Statement of Financial Position 35 Statement of Comprehensive Income 39 Statement of Changes in Equity 43 Statement of Cash Flows 48 Notes to the Consolidated and Separate Financial Statements REPORT OF THE BOARD OF DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS The main priority of the Board of Directors is to supervise the Company’s operations, making sure they are in line with good corporate governance policy and that the financial statements and financial information appearing in the Company’s annual report are accurate, complete and adequate. Its duty is also to make sure that the financial statements are in line with Thai Financial Reporting Standards and that an appropriate accounting policy has been chosen and is being carefully pursued on a regular basis. In addition, the Board of Directors must also ensure that the Company has an effective internal control system to assure the credibility of its financial statements. The Board also ensures protection over potential conflicts of interest through systems which are place to prevent unusual transactions. Connected transactions which might lead to possible conflicts of interest are closely monitored to ensure they are genuine transactions and are reasonably carried out, based on the normal course of business and for the Company’s maximum benefits, and that the Company is in compliance with relevant laws and regulations. The Audit Committee has already reported the result of its action to the Board of Directors and has also reported its opinions in the Audit Committee’s Report as seen in the annual report. The Board of Directors is of the opinion that the Company’s internal control system has been prove to be satisfactory. The Board was able to obtain reasonable assurance on the credibility of the Company’s financial statements as at 31 December 2019 which the Company’s auditor has audited based on the generally-accepted 01 Report of the Board of Directors’ Responsibilities accounting standards. The auditor is of the opinion that the financial statements present fairly the Company’s for the Financial Statements financial position and the results of its operations in accordance with generally accepted accounting principles. 02 Report of the Audit Committee to Shareholders 06 Management’s Discussion and Analysis of the Consolidated Financial Statements Mr. Chanin Vongkusolkit Ms. Somruedee Chaimongkol 22 Independent Auditor’s Report Chairman of the Board of Directors Chief Executive Officer 29 Statement of Financial Position 35 Statement of Comprehensive Income 39 Statement of Changes in Equity 43 Statement of Cash Flows 48 Notes to the Consolidated and Separate Financial Statements Financial Report 2019 Banpu Public Company Limited 1 REPORT OF THE AUDIT COMMITTEE TO SHAREHOLDERS Dear Shareholders of Banpu Public Company Limited, The Audit Committee of Banpu Public Company Limited consists of three independent directors, who are competent and have relevant experiences in Accounting, Finance, Business Management, and Economics, namely Mr. Teerana Bhongmakapat, as Chairman of the Audit Committee, Mr. Suthad Setboonsarng, and Mr. Pichai Dusdeekulchai, as committee members. While Ms. Wiyada Wiboonsirichai, Head of Global Internal Audit and Compliance, is the Secretary of the Audit Committee. The Audit Committee performs its duty independently within the scope and responsibility entrusted by the Board of Directors and as stipulated in the Audit Committee Charter, which is annually reviewed to align with current situations and best practices. The Audit Committee is determined to oversee the Company’s operations to ensure adherence to good corporate governance principles and legal compliance. The Committee also ensures that the Company has in place an efficient and effective risk management system, an appropriate and adequate internal control system, an effective internal audit to achieve the predefined goals and sustainable business growth. In 2019, the Audit Committee convened ten times at which a quorum was established with the participation of the executives, Global Internal Audit, and the external auditors on the related agenda. The Audit Committee also held a private meeting with the external auditors without the presence of the management. The results of the Audit Committee meetings were regularly reported to the Board of Directors. The Audit Committee’s main activities can be summarized as follows: 1. Review of Financial Information The Audit Committee reviewed Banpu’s quarterly financial information, and the 2019 financial statements on key matters, including related party transactions, the transactions with a possible conflict of interest, and the appropriateness of accounting policies. The Audit Committee also reviewed key matters, significant changes in accounting, accounting estimates, the disclosure of notes to the financial statements, and the external auditor’s observations from the review and audit of the financial statements. Sufficient explications from auditors and management were applied to assure that the financial statement reporting was prepared in accordance with applicable laws and Thai Financial Reporting Standards (TFRS), which is in accordance with International Financial Reporting Standards (IFRS). Based on the auditors’ unqualified opinion, the Audit Committee agreed that the Company’s financial statements are accurate, reliable, and in compliance with the applicable laws and the Generally Accepted Accounting Principles. Additionally, disclosure of the information is sufficient and timely for the benefit of investors and users of the financial statements. 2. Review of Internal Control and Internal Audit The Audit Committee reviewed the internal control system by considering a report on internal audit results and their follow-up of Banpu Group on a quarterly basis. The internal audit covered strategy and business development, operation, resource utilization, safeguarding of assets, legal and regulatory compliance, anti-corruption, reliability of financial statements, and evaluation of the adequacy of the internal control based on Financial Report 2019 2 Banpu Public Company Limited the form designed by Thailand’s Securities and Exchange Commission (SEC). The Audit Committee is confident that Banpu has adequate and appropriate internal control for strategic management and business operations. Apart from that, the Company has developed electronic systems and processes to improve efficiency and speed, prevent errors, and reduce the negligence of duties. The Audit Committee supervised the operation of the Global Internal Audit and Compliance Unit by reviewing and approving the strategy and annual audit plan of the Global Internal Audit Department and Corporate Compliance Department that are aligned with the Company’s business plan to become a leading integrated energy solutions company in Asia-Pacific. The Company is driving digital transformation and sustainable operation to satisfy the needs of customers, communities, and society.
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