BTS GROUP HOLDINGS PCL ANNUAL REPORT 2020/21 (56-1 ONE REPORT) BTS GROUP HOLDINGS PCL BTS GROUP HOLDINGS PCL 15th Floor, TST Tower, 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok 10900 Tel. : +66 (0) 2273 8611-15 Fax : +66 (0) 2273 8610 BTS GROUP - a carbon neutral company ANNUAL REPORT 2020/21 REPORT ANNUAL B ORDERLESS ORDERLESS T RANSFORM RANSFORM B RDERLESS TRANSF RM S OLUTIONS S LUTIONS www.btsgroup.co.th Sustainability is at the foundation of our philosophy and we are committed to protecting economic, environmental and social assets through sustainable business practices. We always assess ourselves against rigorous environmental, social and governance (ESG) frameworks. Though recognition is not the primary goal, we are proud our efforts and progress have been acknowledged at both a national and international level. BTS GROUP - THE FIRST AND ONLY RAIL TRANSPORTATION COMPANY CERTIFIED AS CARBON NEUTRAL We are honoured to be the first and only carbon neutral transportation company (certified by the Thai Government’s Thailand Greenhouse Gas Management Organisation). This achievement was as a result of BTS Group’s sustainable business plan and ongoing efforts to reduce emissions, coupled with the implementation of carbon offsetting schemes by joining a carbon credit programme with Mitr Phol Bio-Power project. This collaboration reflects our commitment to sustainably mitigate the impact of climate change, at the same time enabling Thailand to achieve its nationally determined contribution to reduce greenhouse gases in accordance with the Paris Climate Agreement. GLOBAL RANKED COMPANY IN TRANSPORTATION SECTOR RECIPIENT BTS GROUP - THE DJSI GLOBAL TRANSPORTATION SECTOR LEADER & THE SOLE RECIPIENT OF THE GOLD CLASS HONOUR We are delighted to have been selected by the Dow Jones Sustainability Indices (DJSI) Emerging Markets for 3 consecutive years from 2018-2020. Specifically, this year we are ranked first globally in the DJSI Transportation and Transportation Infrastructure (TRA) Sector. We are the only Thai rail transportation Company ranked amongst world class DJSI Indices members. Additionally, we are also included in the S&P Global Sustainability Yearbook 2021 and are the sole recipient of the Gold Class designation, ranked #1 out of 256 companies in the TRA sector. S&P Globals Corporate Sustainability Assessment covered 7,033 companies (across 61 industries) of which 70 were designated Gold Class. 01 A Carbon Neutral Company #1 Global Ranking Thailand’s first and only Carbon Neutral Company in Dow Jones Sustainability Indices (DJSI) in the Rail Transportation sector (certified by Thailand Included in the DJSI for the 3rd consecutive year Greenhouse Gas Management Organisation). (2018-2020) and ranked first globally in the DJSI Transportation and Transportation Infrastructure (TRA) Sector. Sustainability Award, ‘Gold Class’ A constituent of FTSE4Good in the Transportation and Index Series Transportation Infrastructure sector (2020) Recognised as a constituent of FTSE4Good Index Included in the S&P Global Sustainability Yearbook Series for the 4th consecutive year. 2021 and the sole recipient of the Gold Class designation in TRA sector. A constituent of MSCI Indices, The Asset ESG – ‘Platinum’ awards with ‘AA’ ESG ratings (2020) 2 years in the Asset ESG award Platinum awards 4 years ranked among leading companies (2019-2020) and amongst the best-in-class in emerging markets in ESG operations Thai companies that received this prestigious with “AA” rating (2020). recognition. Thailand Sustainability Investment (THSI) ESG100 2 years in a row in the THSI from The Stock Exchange Included in the ESG 100 of Thailand (2019-2020) and amongst the listed (the top 100 ESG achieving companies out of 803 Thai companies with outstanding performance listed companies) by THAIPAT’s ESG Rating Unit. on ESG aspects. SUSTAINABILITY DISCLOSURE AWARD ‘5-STAR’ RATING OR ‘EXCELLENT’ RATING 2020 IN CORPORATE GOVERNANCE Sustainability Disclosure Award 2020 from the Certified member of Thai Private Sector Collective Thaipat Institute owing to transparent public Action Against Corruption and assessed as ‘5-star’ disclosure of the Company’s performance in its rating or ‘Excellent’ in Corporate Governance, Sustainability Report. for the 9th consecutive year. 02 1 MIN BTS GROUP IN ONE MINUTE BTS Group is a multi-industry conglomerate utilising data and partnerships to amplify value from its proprietary transport and media network through our 3 core businesses, MOVE, MIX and MATCH. FY 2020/21 OPERATING REVENUE THB 34,938MN RECURRING EBITDA THB 8,800MN RECURRING NET PROFIT THB 3,738MN EMPLOYEES 5,088 03 MOVE RAIL BUSINESS NON-RAIL BUSINESS SECURED DAILY PASSENGER DISTANCES U-TAPAO IN MOVE BUSINESS INTERNATIONAL 135KM AIRPORT AND 800,000 AIRPORT CITY (PRE COVID-19) OPERATING DISTANCE 70KM INTER-CITY Full operation of MOTORWAY Green line and Gold line 2 ROUTES phase 1 M6 PINK AND YELLOW Bang Pa In – Na Khon LINES CONSTRUCTION Ratchasima 75% M81 (COMPLETED) Bang Yai – Kanchanaburi MIX NO.1 >50MN OOH MEDIA PROVIDER REACHABLE DATA NO. OF RABBIT CARDS NO. OF RABBIT LINEPAY USER 14.2MN 8.2MN MATCH GAIN ON LAND TRADING PARTNERSHIP THB 1.6BN 04 05 OUR EVOLUTION MOVE Door-to-Door IRST 10 YARS AST 10 YARS T 10 YARS BUILD EXPAND CONQUER MIX RDINSS BTS PTRMS Big Data Marketing Solutions Pioneers Critical Mass Expansion Initial Train Network More Train ines Traditional Advertising O2O Solutions MATCH Partnership M&A 04 05 OUR EVOLUTION MOVE Door-to-Door IRST 10 YARS AST 10 YARS T 10 YARS BUILD EXPAND CONQUER MIX RDINSS BTS PTRMS Big Data Marketing Solutions Pioneers Critical Mass Expansion Initial Train Network More Train ines Traditional Advertising O2O Solutions MATCH Partnership M&A CONTENTS 1 1 ITRDCTI 5 CRPRAT GRAC 5 1.1 Our Ambition and Strategy 9 5.1 Corporate Governance Policy 127 1.2 3M at a Glance 11 5.2 Corporate Governance Structure 135 1.3 Message from the Chairman 13 5.3 Corporate Governance Performance Report 149 1.4 Our History 15 5.4 Internal Control and Related Party Transactions 173 1.5 Important Events 17 1.6 Key Figures 23 2 2 ATR SISS 6 IACIA STATTS 6 2.1 BTS Group Overview 26 6.1 Directors’ Responsibility Report 182 2.2 Income Structure 28 6.2 Independent Auditor’s Report 183 2.3 MOVE 32 6.3 Financial Statements 189 2.4 MIX 48 6.4 Notes to the Consolidated Financial Statements 206 2.5 MATCH 54 2.6 BTS Group Structure 58 3 RGAISATI AD TR IRATI 7 SARDIG STRCTR 7.1 Corporate Information 337 3.1 Our Board of Directors 61 7.2 Subsidiaries, Associated Companies and Jointly 338 3.2 Our Management 63 Controlled Entities Information 3.3 Securities and Shareholders Information 64 7.3 Profiles of Directors and Executives 348 3.4 Dividend Policy 68 7.4 Information of Directors and Executives Holding 362 3.5 Legal Disputes 70 Positions in Subsidiaries, Associated Companies and Jointly Controlled Entitles 7.5 Information of Directors of Subsidiaries 365 4 SISS RI 7.6 Glossary 366 4.1 Capital Markets Review and IR Activities 72 4.2 Sustainability at BTS Group 80 4.3 Risk Management Review 91 4.4 Management Discussion and Analysis 102 CONTENTS 1 1 ITRDCTI 5 CRPRAT GRAC 5 1.1 Our Ambition and Strategy 9 5.1 Corporate Governance Policy 127 1.2 3M at a Glance 11 5.2 Corporate Governance Structure 135 1.3 Message from the Chairman 13 5.3 Corporate Governance Performance Report 149 1.4 Our History 15 5.4 Internal Control and Related Party Transactions 173 1.5 Important Events 17 1.6 Key Figures 23 2 2 ATR SISS 6 IACIA STATTS 6 2.1 BTS Group Overview 26 6.1 Directors’ Responsibility Report 182 2.2 Income Structure 28 6.2 Independent Auditor’s Report 183 2.3 MOVE 32 6.3 Financial Statements 189 2.4 MIX 48 6.4 Notes to the Consolidated Financial Statements 206 2.5 MATCH 54 2.6 BTS Group Structure 58 3 RGAISATI AD TR IRATI 7 SARDIG STRCTR 7.1 Corporate Information 337 3.1 Our Board of Directors 61 7.2 Subsidiaries, Associated Companies and Jointly 338 3.2 Our Management 63 Controlled Entities Information 3.3 Securities and Shareholders Information 64 7.3 Profiles of Directors and Executives 348 3.4 Dividend Policy 68 7.4 Information of Directors and Executives Holding 362 3.5 Legal Disputes 70 Positions in Subsidiaries, Associated Companies and Jointly Controlled Entitles 7.5 Information of Directors of Subsidiaries 365 4 SISS RI 7.6 Glossary 366 4.1 Capital Markets Review and IR Activities 72 4.2 Sustainability at BTS Group 80 4.3 Risk Management Review 91 4.4 Management Discussion and Analysis 102 1 INTRODUCTION BTS GROUP HOLDINGS PUBLIC COMPANY LIMITED 1.1 OUR AMBITION AND STRATEGY 09 ANNUAL REPORT 2020/21 10 1.1 OUR AMBITION AND STRATEGY VISION To serve our community with unique and sustainable STRATEGY solutions that greatly contributes to an improved life. BTS Group has developed an innovative ‘3M strategy’; MOVE, MIX and MATCH, that leverages off its proprietary and primary MOVE MISSION We build inclusive infrastructure, platforms and innovate and MIX networks. quality services for our community using a sustainable approach. Under the ‘Sharing Economy’ concept, BTS Group provides a unique MATCH solution to its partners; sharing access to both its MOVE network (providing ACCESS to customers) and its MIX network VALUES Delivering customer catisfaction (providing broad and customised audience REACH). Our success is dependent on our ability to develop long-lasting customer relationships. This will be achieved Our MOVE network itself is a pioneering concept whereby we aim by listening, understanding, and anticipating our customers’ to provide convenient and safe door to door transportation solutions needs and delivering products or services that satisfy those to customers, which purposefully support UNSDG13 (climate action) needs.