Page 1

AĂžDK<1KB3 W53E3P"_ Z36SZE4=ĂžL==0[99 L3D ";A?%3 %K`33dLG"Y?.A<R-:L8L=4=ĂžL=1O_ 5=J1K4Z#

Vision To be one of the world leading mass rapid transit operators with high quality of service.

:L=N#

W=L#JZE4=ĂžL=3D ";A?%3.A<=0[99 L1O_ ;OAL;5?G.:K<DJ.A=A.W=^AW%Q_G0QG[. X?J/="WA?LW8Ä?G_ 4==W1L5}ELL=#=L#= % A<=KCLDN"Ä&#x17D; XA.?G;X?J<=J.K4R-:L8 %OAĂž/G"5=J%L%3

Mission We will provide mass transit services to the public with the safe, convenient, fast, reliable, and punctual metro system to alleviate traffic congestion, maintain the environment and improve quality of life.

AK,32==;G"= (Corporate Culture) BMCL STAR        

2 Bangkok Metro Public Company Limited

B  M  C  L  S  T  A  R 

:  :  :  :  :  :  :  : 

Business Acumen =G4=S2R=N# Morality DR#=Ăž/Y5= "ZD Customer Oriented ZD Z#4=ĂžL= Learning W%O_<A%L}W=Ăż<3=S Systematic Thinking .SWE/RX?J6? Teamwork 1R3% A<K3 Aspiration ;R ";K_3W5 LE;L< Reliable W%Q_G0QG[.X3 3G3


Contents

1 2 5 6 9 10 13 14 17

Quality Policy, Safety Policy, Environmental Policy, Energy Saving Policy, and Sustainable Development Policy 003

3 4

Message from the Chairman of the Board of Directors 008 The Board of Directors and Management Team 010

Financial Highlights 005 Achievement Awards 024 Significant Activities in 2012 025

Risk Factors 042

7 8 11

Route Map of the M.R.T. Chaloem Ratchamongkhon Line Project 036 General Information 038 Mass Rapid Transit Master Plan in Bangkok Metropolitan Region 061

Nature of Business 047

Management Structure 064 Corporate Governance 080

Report on Responsibilities of the Board of Directors towards the Financial Report 106

12 15 16 18 19

Capital Structure 063 Related Party Transactions

093

Management Discussion and Analysis of Financial Position and Results of Operations

104

Audit Committeeâ&#x20AC;&#x2122;s Report for 2012 107 Report and Consolidated Financial Statements 108

1 Annual Report 2012


SaveMoney R; L1R=J<JL=W.N31L"

2 Bangkok Metro Public Company Limited


1. Quality Policy, Safety Policy, Environmental Policy, Energy Saving Policy, and Sustainable Development Policy

Quality Policy

The Company is committed to improving the quality of service as part of our goal to become one of the worldâ&#x20AC;&#x2122;s leading mass rapid transit operators. To succeed in the said vision, the Company pledges to develop and implement quality management system in order to: 1. Provide rail mass rapid transit service that satisfies customerâ&#x20AC;&#x2122;s expectations with safe, convenient, fast, reliable and punctual metro system; 2. Continually improve quality of service and business performance; 3. Encourage employees to have the knowledge, competency and commitment to their jobs needed to provide safety and quality service. The satisfaction of customers is essential for our business. Our entire staff is committed to improving quality so that we can better serve our customers and enhance our overall performance.

Safety Policy

Safety is the heart of our mass transit railway service. To ensure the safety of our passengers, our contractors, and our own personnel, we are committed to making continuous improvements in our safety management system in order to: 1. Keep all possible risks associated with the operation of the railway system as low as reasonably practicable and comply with laws;

2. Ensure that all preventive and corrective measures designed to minimize such risks are implemented efficiently and effectively; and 3. Raise safety knowledge and safety awareness among all those involved. Safety is everyoneâ&#x20AC;&#x2122;s responsibility. It is imperative that all our employees do everything they can to maintain the highest standards of safety for the sake of our passengers, our contractors and our own personnel.

Environmental Policy

Bangkok Metro Public Company Limited (BMCL) has provided the mass transit railway service by holding in an environmentally responsible manner. Therefore BMCL have developed Environmental Management System (EMS) with continual improvement in order to avoid and keep impacts to the environment at acceptable level. To meet these commitments, BMCL shall strive to: 1. Prevent and control the environmental pollutions generated from our business activities to minimize the environmental impacts as low as reasonably practicable and comply with all applicable law and regulation; 2. Ensure that all preventive and control measures designed are implemented, reviewed and continually improved as well as using resources efficiently throughout BMCL operations;

3 Annual Report 2012


3. Raise environmental knowledge and awareness among all our employees, contractors and all concerned person to understand their responsibilities towards environmental protection.

This policy is an important part of BMCL’s operations and the responsibility of all BMCL employees and contractors to implement as they are on the forefront for continuous and sustainable energy savings.

The implementation and effectiveness of this environmental Sustainable Development Policy policy is the responsibility of all BMCL employees and Bangkok Metro Public Company Limited (BMCL) is contractors to have a good quality environmental for committed to operate mass rapid transit services with customers, employees, contractors and communities. particular emphasis on safety, society and the environment in order for BMCL’s sustainable business growth. As such, BMCL focuses its operational practices to be transparent Energy Saving Policy Bangkok Metro Public Company Limited (“BMCL”) provides and fair with the aim to benefit and grow together all groups mass transit railway services in an energy efficient and of stakeholders in an appropriate manner. Hence, BMCL responsible manner. In this regard, BMCL operates its Energy has set an operating policy for sustainable development Management System proficiently with an aim towards as follows: 1. To be a leading organization in the sustainable development continuous improvement. concept, through communication and exchange of best To meet these commitments, BMCL shall strive to: practices with all of BMCL’s stakeholders; 1. Control the energy consumption of its business activities to be in line with the energy savings plan and objective in 2. To incorporate the sustainable development concept into every aspect of BMCL; order to bring an optimal benefit of energy consumption 3. To promote training, learning and counseling, focusing and comply with appropriate laws; on practices according to sustainable development 2. Ensure that all preventive and control measures designed guidelines; are implemented, reviewed and continually improved as well as ensuring that resources are used efficiently; and 4. To support regional operation and cooperation to achieve sustainable development. 3. Present the energy knowledge and awareness among all our employees, contractors and all concerned parties to make sure that they all understand their responsibilities This policy is the responsibility of every employee to seriously implement and to harmoniously incorporate with his or her towards the consumption of energy. own operational processes for the sustainable growth of BMCL and all its groups of stakeholders.

4 Bangkok Metro Public Company Limited


2. Financial Highlights Consolidated Financial Statements

Bangkok Metro Public Company Limited and Its Subsidiary Unit: Baht Million

Financial Position (as at December 31)

Total Assets Total Liabilities Paid-up Capital Total Shareholdersâ&#x20AC;&#x2122; Equity Operating Performance (For the year ended 31 December)

Fare box Revenues Commercial Development Revenues Total Revenues Cost of Fare box EBITDA Net Profit (Loss) Net Profit (Loss) per share (Baht) Financial Ratios

Net Profit Margin (%) Debt to Equity Ratio (times) Debt to Equity Ratio /1 (times) Fare box Ratio /2 (times) Notes :

2012

2011

2010

18,304 17,347 11,950 957

18,467 16,530 11,950 1,937

18,583 15,488 11,950 3,095

2012

2011

2010

1,979 291 2,281 1,369 554 (981) (0.08)

1,646 254 1,903 1,309 259 (1,154) (0.10)

1,525 190 1,750 1,315 106 (1,114) (0.09)

2012

2011

2010

(43) 18.13 2.63 1.45

(61) 8.53 2.20 1.26

(64) 5.00 1.91 1.16

/1

Debt to Equity Ratio calculated pursuant to the conditions in the Onshore Facilities Agreement, based on the figures from the Companyâ&#x20AC;&#x2122;s unconsolidated financial statements by using total liabilities and contingent liabilities net of the sponsor support: subordinated loan divided by the total of paid-up capital, share premium, retained earnings (loss), reserves and sponsor support subordinated loan, but excluding the any amounts attributable to revaluation of assets; /2 Fare box Ratio: Fare box Revenue/Cost of Fare box

5 Annual Report 2012


Baht Million : year 2,200 1,800

1,399 1,229

1,400 1,200

2006

2008

2009

1,646

1,525

2010

2011

2012

0.92

0.95

0.99

0.85

2007

2008

2009

1.45

1.5

1.26

Times

0.9 0.7 0.5 Fare Box Ratio

Average Trips per working day (2006-2012)

179,563

1,477

Fare box Revenue Total Revenue

1.1

Times

2012 2006

1,750

1,687

1,375

2007

1.3

1.45

1,579

1,446 1,270

Total Revenues

Fare box Ratio (2006-2012)

1,979

1,903

2,000 1,600

2,281

2,281

1.16

Fare box Revenues & Total Revenues (2006-2012)

2,400

252,826

2006

Trips : Day

2011

2012

179,563 188,643 194,230 202,428 210,873 220,552 252,826

270,000 250,000 230,000 210,000 190,000 170,000 150,000 2006

Average Trips per day (2006-2012)

2010

Trips : Day

2007

2008

2009

2010

2011

2012

158,396 164,507 169,813 174,657 181,870 189,310 220,225

230,000 220,000

2012

158,396

220,225 2006

210,000 200,000 190,000 180,000 170,000 160,000 150,000

6 Bangkok Metro Public Company Limited

2006

2007

2008

2009

2010

2011

2012


Ridership (The Highest and Lowest Number of Trips in the Year 2011 and 2012)

2011 : The 3 highest number of trips

2012 : The 3 highest number of trips

1. December 23, 2011 (277,906 trips) - Thailand Furniture Grand Sale 2011 at QSNCC 2. June 30, 2011 (277,541 trips) - The 15th Saha Group Export & Trade Exhibition 2011 at QSNCC 3. September 2, 2011 (277,308 trips) - The 22nd Thai Teaw Thai 2011 & Scholl Grand Sale at QSNCC

1. June 29, 2012 (314,406 trips) - 16th Saha Group Export at QSNCC 2. March 30, 2012 (308,125 trips) - 40th National Book Fair at QSNCC

2011 : The 3 lowest number of trips

2012 : The 3 lowest number of trips

1. October 30, 2011 (54,544 trips) - During the flooding of the greater Bangkok area and a special holiday according to the Resolution of the Cabinet 2. April 14, 2011 ( 58,235 trips) - Long Holidays : Songkran Festival 3. January 1, 2011 (65,156 trips) - New Year Day

1. April 16, 2012 (73,521 trips) - Long Holidays : Songkran Festival

3. November 16, 2012 (302,694 trips) - Commart Comtech Thailand 2012 at QSNCC

2. January 2, 2012 (80,525 trips) - Long Holidays : New Year 2012 3. January 1, 2012 (83,677 trips) - Long Holidays : New Year 2012

7 Annual Report 2012


3. Message from the Chairman of the Board of Directors

Thai economy in 2012 expanded at 6.4% as a result of rapid recovery in all sectors after the flood crisis in late 2011; the continued recovery of the industrial sector’s production; together with the strong recovery of the private sector’s demand, as evidenced by the private sector’s increased investments and consumption at 14.6% and 6.6%, respectively. Moreover, the government’s policies on increase in minimum wages and government officers’ salaries, first car and first house campaigns, and gradual reduction of corporate income tax, played a part in supporting the domestic spending while the consumption and investments of the public sector played an important role in the economic recovery.

Various metro projects under the Mass Rapid Transit Master Plan in Bangkok Metropolitan Region fully resumed after suspension during late 2011. Significant projects with progress included the construction of the Light Red Line Project (Bang Sue-Taling Chan) of the State Railway of Thailand which was completed in July 2012; several metro projects under the supervision of the Mass Rapid Transit Authority of Thailand (MRTA) which made substantial progress, such as, the Green Line Project (Bearing-Samut Prakan) which commenced construction of the elevated structures since May 2012; the Blue Line Project, Hua Lamphong-Bang Khae Section and Bang Sue-Tha Phra Section, of which the civil construction progressed by more than 29%. Particularly, the Purple Line Project, Bang Yai-Bang Sue Section, progressed by more than 50%, a project which the Company had submitted the proposal for Contract 4: Concession for Supply of M&E Systems and O&M Services (Khlong Bang Phai Station-Tao Poon Station) to the Mass Rapid Transit

8 Bangkok Metro Public Company Limited

Authority of Thailand since early 2011 on a PPP Gross Cost basis for 30 years and on 2 October 2012, the Company was notified by the MRTA that the selection committee to invest in the M&E Systems and operation of the Purple Line Project, Bang Yai-Bang Sue Section, under Section 13, had completed its selection, whereby the Company proposed the lowest bid and the MRTA was in the process of submission of the results of the selection to the Council of Ministers for consideration. The Company had already obtained approval for operation of such Project from the Extraordinary General Meeting of Shareholders No. 1/2012 on 29 November 2012 in order to enable the Company to promptly execute the Concession Agreement with the MRTA after the Council of Ministers’ approval. It is expected that the Concession Agreement can be signed during early 2013. Therefore, the Company is confident that in the near future, when the Purple Line Project commences the service operation, including other extension projects, it would give rise to positive results by way


of substantial growth in the number of passengers and fare The Company realises the significance of our business operations by taking into account the shareholders and revenue to the existing Blue Line Project. all stakeholders, including impacts on environment, as The Company’s results of operations in 2012 improved by evidenced by the Company’s continued “Excellent” rating leaps and bounds due to the higher growth rate of passengers in the 2012 Corporate Governance Scoring since 2010; and which hit a series of new highs in excess of 300,000 trips per “Excellent” rating in the assessment of the 2012 Annual day. The average number of passengers per working day Ordinary General Meeting of Shareholders since 2007 to and the daily average number of passengers in 2012 were date. Moreover, the Company received a Zero Accident 252,826 trips and 220,225 trips, representing an increase Award-Silver Level under the “Zero Accident Campaign of 14.6% and 16.2%, respectively. Moreover, the average for 2012”, as the fourth year in a row, from the Department number of passengers on holidays was 155,819 trips per day, of Labour Protection and Welfare, the Ministry of Labour; representing an increase up to 20%, due to many factors, the EIA Monitoring Awards 2011 for implementation of the such as, the growth of department stores and real estate environmental measures in the EIA report and outstanding projects surrounding the metro routes, higher oil prices, more environmental management for 2011; and the Provincial environmental awareness, etc. In addition, on 3 July 2012, Outstanding Award 2012 for Safety, Occupational Health the Company increased the fare rate under the Concession and Work Environment from the Department of Labour Agreement and increased the selling price of 30 Days Pass, Protection and Welfare. and as a result, the fare revenue increased at the rate of 20% and EBITDA amounted to Baht 554 million, representing The Board of Directors and I would like to extend our thanks more than a twofold increase from the previous year. 2012 to our passengers, shareholders, financial institutions, was also the first year in which the Company generated an government agencies, executives and all staff members, EBIT which amounted to Baht 205 million despite the overall as well as relevant persons, who play an important part in propelling our business and operations. I am confident that operating loss. our next step will bring about the sustainable and stable With experiences and know-how in the business operations growth, together with the readiness to accommodate the and management of the train operation, the Company is expansion of various potential metro projects in the future. determined to operate the potential extension projects and push ahead with our important mission to provide a safe, convenient, rapid, reliable and punctual mass rapid transit service in order to alleviate traffic problems, protect environment and uplift the quality of life for the people.

(Mr. Plew Trivisvavet) Chairman of the Board of Directors

9 Annual Report 2012


4. The Board of Directors and Management Team Board of Directors

Mr. Plew Trivisvavet

w&KDLUPDQRIWKH%RDUGRI'LUHFWRUV w&KDLUPDQRIWKH([HFXWLYH&RPPLWWHH w1RPLQDWLRQDQG5HPXQHUDWLRQ&RPPLWWHH0HPEHU w$XWKRUL]HG6LJQDWRU\'LUHFWRU w$JH\HDUV

Education Qualification w06F (OHFWULFDO(QJLQHHULQJ 2VDND8QLYHUVLW\-DSDQ w%6F (OHFWULFDO(QJLQHHULQJ 2VDND8QLYHUVLW\-DSDQ w1DWLRQDO'HIHQFH&RXUVH&ODVV w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV w)LQDQFHIRU1RQ)LQDQFH'LUHFWRUV3URJUDP )1' &ODVV Thai Institute of Directors Association w&DSLWDO0DUNHW$FDGHP\/HDGHUVKLS3URJUDP Capital Market Academy (CMA Course), Class 4/2007 Work Experience 2011 - Present Director, Xayaburi Power Company Limited 2010 - Present Director, CK Power Limited 2007 - Present Corporate Governance and Risk Management Committee Member CH. Karnchang Public Company Limited 2006 - Present Director and Chairman of the Executive Board Nam Ngum 2 Power Co., Ltd. Director Thai Tap Water Supply Public Company Limited 2004 - Present Chairman of the Board of Directors, Chairman of the Executive Committee, and Nomination and Remuneration Committee Member Bangkok Metro Public Company Limited Director SouthEast Asia Energy Limited 2002 - Present Director and Chairman of the Executive Board Bangkok Expressway Public Company Limited 1996 - Present Director Northern Bangkok Expressway Company Limited 1994 - Present Chairman of the Executive Board and Chief Executive Officer CH. Karnchang Public Company Limited

10 Bangkok Metro Public Company Limited


Mr. Supong Chayutsahakij

w9LFH&KDLUPDQRIWKH%RDUGRI'LUHFWRUV w([HFXWLYH&RPPLWWHH0HPEHU w$XWKRUL]HG6LJQDWRU\'LUHFWRU w$JH\HDUV

Education Qualification w+RQRUDEOH'RFWRUDWHRI%XVLQHVV$GPLQLVWUDWLRQ 0DQDJHPHQW  5DMDEKDW3KUDQDNRUQ8QLYHUVLW\ w0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ 0DQDJHPHQW 6DVLQ*UDGXDWH ,QVWLWXWHRI%XVLQHVV$GPLQLVWUDWLRQRI&KXODORQJNRUQ8QLYHUVLW\ w0DVWHURI3ROLWLFDO6FLHQFH 3ROLWLFVDQG*RYHUQPHQW  6XNKRWKDL7KDPPDWKLUDW2SHQ8QLYHUVLW\ w%DFKHORUDQG0DVWHURI(QJLQHHULQJ (OHFWULFDO  8QLYHUVLW\RI7RN\R-DSDQ w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV w$XGLW&RPPLWWHH3URJUDP&ODVV Thai Institute of Directors Association Work Experience 2011 - Present Director, CK Power Limited 2009 - Present Vice Chairman of the Board of Directors Bangkok Metro Public Company Limited Chairman of the Board of Directors Bangkok Metro Networks Limited 2008 - Present Director, Nam Ngum 2 Power Co., Ltd. Director SouthEast Asia Energy Limited 2006 - Present Chairman of the Institute Thai-Nichi Institute of Technology Independent Director and Audit Committee Member Siam Steel International Public Company Limited 2004 - Present Executive Committee Member Bangkok Metro Public Company Limited 2003 - Present Director and Vice Chairman of the Executive Board Bangkok Expressway Public Company Limited 1996 - Present Director and Executive Committee Member Northern Bangkok Expressway Company Limited 2004 - 2009 Director, Bangkok Metro Public Company Limited 1994 - 2003 Managing Director Bangkok Expressway Public Company Limited

General Chetta Thanajaro

w,QGHSHQGHQW'LUHFWRU w&KDLUPDQRIWKH$XGLW&RPPLWWHH w&KDLUPDQRIWKH1RPLQDWLRQDQG5HPXQHUDWLRQ&RPPLWWHH w$JH\HDUV

Education Qualification w0DVWHURI$UWV 3ROLWLFDO6FLHQFH 5DPNKDPKDHQJ8QLYHUVLW\ wBachelor of Science, Chulachomklao Royal Military Academy, Class 9 w,QIDQWU\%DVLF2IILFHU/HDGHUVKLS&RXUVH8QLWHG6WDWHV$UP\,QIDQWU\6FKRRO w7KH5R\DO7KDL$UP\&RPPDQGDQG*HQHUDO6WDII&RXUVH w7KH-RLQW6WDWH3ULYDWH6HFWRU5HJXODU&RXUVH National Defence College, Class 6 w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV w)LQDQFHIRU1RQ)LQDQFH'LUHFWRUV3URJUDP )1' &ODVV w%RDUG &(2$VVHVVPHQW&ODVV Thai Institute of Directors Association Work Experience 2005 - Present Director, Chairman of the Audit Committee, and Chairman of the Nomination and Remuneration Committee, Bangkok Metro Public Company Limited Director, Double A (1991) Public Company Limited Chairman of the Audit Committee L.P.N. Platemill Public Company Limited 1996 - Present President Advisor, The Royal Development Project 2004 Minister of Defence 2003 - 2004 Minister of Science and Technology 1999 - 2003 Audit Committee Member Bangkok Expressway Public Company Limited

11 Annual Report 2012


Mr. Vitoon Tejatussanasoontorn

w,QGHSHQGHQW'LUHFWRU w$XGLW&RPPLWWHH0HPEHU w1RPLQDWLRQDQG5HPXQHUDWLRQ&RPPLWWHH0HPEHU w$JH\HDUV

Education Qualification w%DFKHORURI&RPPHUFH7KDPPDVDW8QLYHUVLW\ w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV w,2'&KDUWHUHG'LUHFWRU &'& &ODVV w$XGLW&RPPLWWHH3URJUDP&ODVV w$GYDQFHG$XGLW&RPPLWWHH3URJUDPV $$&3 &ODVV w5ROHRI&RPSHQVDWLRQ&RPPLWWHH 5&& &ODVV Thai Institute of Directors Association Work Experience 2007 - Present Chairman of the Corporate Governance and Risk Management Committee, Nomination and Remuneration Committee Member CH. Karnchang Public Company Limited 2005 - Present Director, Audit Committee Member, Nomination and Remuneration Committee Member Bangkok Metro Public Company Limited Advisor, Asahi Automotive (Thailand) Co., Ltd. Advisor, Asahi Electronics (Thailand) Co., Ltd. 2004 - Present Director, Asahi Glass Foundation of Thailand 2002 - Present Advisor The Federation of Thai Industries, Samutprakan Province 2001 - Present Vice President Samutprakan Chamber of Commerce 1999 - Present Director and Chairman of the Audit Committee CH. Karnchang Public Company Limited 1991 - Present Senior Executive Vice President AGC Flat Glass (Thailand) Public Company Limited 1986 - Present Director and Executive Director Sakata-Thai Corporation Company Limited

12 Bangkok Metro Public Company Limited

Lieutenant General Surat Sumrith w,QGHSHQGHQW'LUHFWRU w$XGLW&RPPLWWHH0HPEHU w$JH\HDUV

Education Qualification wMilitary Science (Special Class), Chulachomklao Royal Military Academy w7KH0LOLWDU\&DGHW3URJUDP(QJLQHHU6FKRRO w7KH&RORQHOV3URJUDP(QJLQHHU6FKRRO w%DFKHORURI,QGXVWULDO7UDGH w$LU&RPPDQGDQG6WDII&ROOHJH&ODVV w-RLQW6WDII&ROOHJH&ODVV w1DWLRQDO'HIHQFH&ROOHJH w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV w)LQDQFHIRU1RQ)LQDQFH'LUHFWRUV3URJUDP )1' &ODVV Thai Institute of Directors Association Work Experience 2009 - Present President Advisor River Kwai Botanic Garden Company Limited 2005 - Present Director and Audit Committee Member Bangkok Metro Public Company Limited 2004 - 2009 Special Expert of the Office of the Permanent Secretary for Defence Office of the Permanent Secretary for Defence 2003 - 2004 Advisor of the Office of the Permanent Secretary for Defence (Lieutenant General) Office of the Permanent Secretary for Defence


Mrs. Vallapa Assakul

w,QGHSHQGHQW'LUHFWRU w&KDLUPDQRIWKH5LVN0DQDJHPHQW&RPPLWWHH w$JH\HDUV

Education Qualification w0DVWHURI(FRQRPLFV8QLYHUVLW\RI'HWURLW86$ w%DFKHORURI(FRQRPLFV 6HFRQG&ODVV+RQRUV  &KXODORQJNRUQ8QLYHUVLW\ w$XGLW&RPPLWWHH3URJUDP $&3 &ODVV w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV w5ROHRIWKH&RPSHQVDWLRQ&RPPLWWHH 5&& &ODVV Thai Institute of Directors Association Work Experience 2012 - Present Independent Director, Vinythai Public Company Limited 2010 - Present Director and Executive Director Bangkok Expressway Public Company Limited Director, Northern Bangkok Expressway Company Limited 2010 - Present Director, Siam Estate Co., Ltd. 2009 - Present Independent Director Bangkok Metro Public Company Limited Risk Committee Member Ocean Life Insurance Company Limited 2008 - Present Audit Committee Member Ocean Life Insurance Company Limited Director, Amphan Co., Ltd. 2006 - Present Director, Ocean Life Insurance Company Limited Chairman of the Nomination and Remuneration Committee Ocean Life Insurance Company Limited 2005 - 2007 Director, Bangkok Metro Public Company Limited 2004 - 2007 Senior Executive Vice President, Corporate and Investment Banking Group TMB Bank Public Company Limited

Dr. Sombat Kitjalaksana

w'LUHFWRU w9LFH&KDLUPDQRIWKH([HFXWLYH&RPPLWWHH w$XWKRUL]HG6LJQDWRU\'LUHFWRU w$JH\HDUV

Education Qualification w'U7HFKQLQ6RLO0HFKDQLF8QLYHUVLW\RI,QQVEUXFN$XVWULD w%DFKHORUDQG0DVWHURI(QJLQHHULQJ &LYLO &KXODORQJNRUQ8QLYHUVLW\ w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV w)LQDQFHIRU1RQ)LQDQFH'LUHFWRUV3URJUDP )1' &ODVV w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV Thai Institute of Directors Association Work Experience 2011 - Present Vice Chairman of the Executive Committee Bangkok Metro Public Company Limited 2009 - Present Director, Bangkok Metro Networks Limited 2006 - Present Director, CH. Karnchang Public Company Limited 2004 - Present Director, Bangkok Metro Public Company Limited 2000 - Present Director and Executive Director Thai Tap Water Supply Public Company Limited 2004 - 2011 Executive Committee Member Bangkok Metro Public Company Limited 2001 - 2010 Executive Vice President CH. Karnchang Public Company Limited 2000 - 2011 Managing Director Bangkok Metro Public Company Limited

13 Annual Report 2012


Mrs. Kritaya Sumitanant w'LUHFWRU w$JH\HDUV

Education Qualification w0DVWHURI3XEOLFDQG3ULYDWH0DQDJHPHQW National Institute of Development Administration w%DFKHORURI$FFRXQWLQJ7KDPPDVDW8QLYHUVLW\ w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV Thai Institute of Directors Association Work Experience 2012 - Present Director, Bangkok Metro Public Company Limited 2011 - Present Deputy Governor (Administration) Mass Rapid Transit Authority of Thailand 2008 - 2011 Assistant Governor Mass Rapid Transit Authority of Thailand 2004 - 2008 Director of General Administration Department Mass Rapid Transit Authority of Thailand

14 Bangkok Metro Public Company Limited

Miss Dachanee Euarchukiat w'LUHFWRU w$JH\HDUV

Education Qualification w0DVWHURI6FLHQFH,QWHUQDWLRQDO%DQNLQJ )LQDQFLDO6WXGLHV 6RXWKDPSWRQ8QLYHUVLW\8. w%DFKHORURI6FLHQFH(FRQRPLFV +RQRXUV  /RQGRQ0HWURSROLWDQ8QLYHUVLW\8. w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV Thai Institute of Directors Association Work Experience 2012 - Present Director, Bangkok Metro Public Company Limited Sub-Committee Member Mass Rapid Transit Authority of Thailand 2005 - 2007 Vice President Credit Risk Policy Department Risk Management Group TMB Bank Public Company Limited 2004 Consaltant-Investment International Finance Corporation (World Bank) 1985 - 2002 Local Product Management Wholesale Banking Group Standard Chartered Bank, Thailand Branch and Standard Chartered Nakornthon Bank


Mr. Werapong Suppasedsak w'LUHFWRU w$JH\HDUV

Education Qualification w0DVWHURI(FRQRPLFV )LQDQFLDO(FRQRPLFV  National Institute of Development Administration w%DFKHORURI,QWHUQDWLRQDO(FRQRPLFV5DPNKDPKDHQJ8QLYHUVLW\ w'LUHFWRUV$FFUHGLWDWLRQ3URJUDP '$3 &ODVV Thai Institute of Directors Association Work Experience 2012 - Present Director, Bangkok Metro Public Company Limited 2011 - Present Director, AXA Insurance Public Company Limited Executive Vice President - Director Krung Thai Bank Public Company Limited 2010 - 2011 Senior Vice President - Director Krung Thai Bank Public Company Limited 2005 - 2010 First Vice President and Manager Krung Thai Bank Public Company Limited

Mr. Chaiwat Utaiwan

w'LUHFWRU w([HFXWLYH&RPPLWWHH0HPEHU w5LVN0DQDJHPHQW&RPPLWWHH0HPEHU w3UHVLGHQW w$XWKRUL]HG6LJQDWRU\'LUHFWRU w$JH\HDUV

Education Qualification w0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ ([HFXWLYH 6DVLQ*UDGXDWH ,QVWLWXWHRI%XVLQHVV$GPLQLVWUDWLRQRI&KXODORQJNRUQ8QLYHUVLW\ w0DVWHURI6FLHQFH 0DWKHPDWLFVDQG&RPSXWHU6FLHQFH  8QLYHUVLW\RI/RXLVYLOOH.HQWXFN\86$ w%DFKHORURI6FLHQFHLQ6WDWLVWLFV)DFXOW\RI&RPPHUFHDQG $FFRXQWDQF\&KXODORQJNRUQ8QLYHUVLW\ w7KH-RLQW6WDWH3ULYDWH6HFWRU5HJXODU&RXUVH&ODVV National Defence College, National Defence Studies Institute w5ROHRIWKH&KDLUPDQ3URJUDP 5&3 &ODVV Thai Institute of Directors Association w&DSLWDO0DUNHW$FDGHP\/HDGHUVKLS3URJUDP Capital Market Academy (CMA), Class 3/2006 w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV Thai Institute of Directors Association Work Experience 2012 - Present Vice Chairman of the Board of Directors Bangkok Metro Networks Limited 2011 - Present Director, Executive Committee Member and President, Bangkok Metro Public Company Limited Chairman of the Board of Directors Suvarnabhumi Airport Hotel Company Limited 2011 - 2012 Director, Bangkok Metro Networks Limited Director, Government Savings Bank 2007 - 2011 President and Chief Executive Officer Siam City Bank Public Company Limited 2001 - 2007 Chairman of the Executive Board and President AIG Retail Bank Public Company Limited President and Chief Executive Officer AIG Finance (Thailand) Public Company Limited

15 Annual Report 2012


Management Team

Mr. Chaiwat Utaiwan

w'LUHFWRU w([HFXWLYH&RPPLWWHH0HPEHU w5LVN0DQDJHPHQW&RPPLWWHH0HPEHU w3UHVLGHQWDQG$FWLQJ([HFXWLYH9LFH3UHVLGHQW Management Group w$XWKRUL]HG6LJQDWRU\'LUHFWRU w$JH\HDUV

Education Qualification w0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ ([HFXWLYH 6DVLQ*UDGXDWH ,QVWLWXWHRI%XVLQHVV$GPLQLVWUDWLRQRI&KXODORQJNRUQ8QLYHUVLW\ w0DVWHURI6FLHQFH 0DWKHPDWLFVDQG&RPSXWHU6FLHQFH  8QLYHUVLW\RI/RXLVYLOOH.HQWXFN\86$ w%DFKHORURI6FLHQFHLQ6WDWLVWLFV)DFXOW\RI&RPPHUFHDQG $FFRXQWDQF\&KXODORQJNRUQ8QLYHUVLW\ w7KH-RLQW6WDWH3ULYDWH6HFWRU5HJXODU&RXUVH&ODVV National Defence College, National Defence Studies Institute w5ROHRIWKH&KDLUPDQ3URJUDP 5&3 &ODVV Thai Institute of Directors Association w&DSLWDO0DUNHW$FDGHP\/HDGHUVKLS3URJUDP Capital Market Academy (CMA), Class 3/2006 w'LUHFWRUV&HUWLILFDWLRQ3URJUDP '&3 &ODVV Thai Institute of Directors Association Work Experience 2012 - Present Vice Chairman of the Board of Directors Bangkok Metro Networks Limited 2011 - Present Director, Executive Committee Member and President, Bangkok Metro Public Company Limited Chairman of the Board of Directors Suvarnabhumi Airport Hotel Company Limited 2011 - 2012 Director, Bangkok Metro Networks Limited Director, Government Savings Bank 2007 - 2011 President and Chief Executive Officer Siam City Bank Public Company Limited 2001 - 2007 Chairman of the Executive Board and President AIG Retail Bank Public Company Limited President and Chief Executive Officer AIG Finance (Thailand) Public Company Limited

16 Bangkok Metro Public Company Limited


Mr. Witoon Hatairatana

wRisk Management Committee Member w([HFXWLYH9LFH3UHVLGHQW Operations Group w$JH\HDUV

Education Qualification w0DVWHURI6FLHQFH %XVLQHVV$GPLQLVWUDWLRQ  &DOLIRUQLD8QLYHUVLW\RI3HQQV\OYDQLD86$ w%DFKHORURI(QJLQHHULQJ &LYLO &KXODORQJNRUQ8QLYHUVLW\ Work Experience 2012 - Present Executive Vice President, Operations Group Bangkok Metro Public Company Limited 2007 - 2012 Acting Marketing & Commercial Development Director Bangkok Metro Public Company Limited 2004 - 2012 Operations Director, Bangkok Metro Public Company Limited 2002 - 2004 Traffic Manager, Bangkok Metro Public Company Limited 2000 - 2002 Managing Director, Gear Banterng Co., Ltd.

Mr. Visuit Boreriboon

wRisk Management Committee Member w([HFXWLYH9LFH3UHVLGHQW Marketing Group w$JH\HDUV

Education Qualification w0DVWHURI3XEOLFDQG3ULYDWH0DQDJHPHQW National Institute of Development Administration w%DFKHORURI(FRQRPLFV )LQDQFHDQG%DQNLQJ  5DPNKDPKDHQJ8QLYHUVLW\ Work Experience 2012 - Present Executive Vice President, Marketing Group Bangkok Metro Public Company Limited 2011 - 2012 Senior Executive Vice President Thanachart Bank Public Company Limited 2003 - 2011 Senior General Manager Siam City Bank Public Company Limited

Miss Veena Tachachainirun wRisk Management Committee Member w([HFXWLYH9LFH3UHVLGHQW Finance Group w$FWLQJ$FFRXQWLQJDQG Finance Director w$JH\HDUV

Education Qualification w0DVWHURI%XVLQHVV$GPLQLVWUDWLRQ ,QWHUQDWLRQDO3URJUDP  %DQJNRN8QLYHUVLW\ w%DFKHORURI$FFRXQWLQJ7KDPPDVDW8QLYHUVLW\ Work Experience 2012 - Present Executive Vice President, Finance Group Bangkok Metro Public Company Limited Acting Accounting and Finance Director Bangkok Metro Public Company Limited

2011 - 2012 2003 - 2011

Senior Executive Vice President Thanachart Bank Public Company Limited Senior General Manager Siam City Bank Public Company Limited

17 Annual Report 2012


Mr. Chartchai Praditpong

Mr. Ritwibool Jayakom

Mr. Lakthan Thongnopakoon

Mrs. Tanawon Srivardhana

Ms. Sutida Sangprueksa

Mr. Sombat Trivisvavet

Mr. Anawash Suwanarit

Mrs. Pongprach Ramyarupa

w6HQLRU9LFH3UHVLGHQW Public Relations and Corporate Affairs

w9LFH3UHVLGHQW Engineering and Maintenance

w9LFH3UHVLGHQW Office of the President

w9LFH3UHVLGHQW Project Management

18 Bangkok Metro Public Company Limited

w9LFH3UHVLGHQW Train Operations

w9LFH3UHVLGHQW Administration and Information Technology

w9LFH3UHVLGHQW Business Development

w9LFH3UHVLGHQW Marketing and Services Development


1. Mr. Chaiwat Utaiwan

3 5 8 13 4

11 6 2 10 1

2. Mr. Witoon Hatairatana 3. Mr. Visuit Boreriboon

14 7 9

4. Ms. Veena Tachachainirun

12

5. Mr. Chartchai Praditpong 6. Mr. Ritwibool Jayakom 7. Mr. Lakthan Thongnopakoon 8. Mrs. Tanawon Srivardhana 9. Ms. Sutida Sangprueksa 10. Mr. Sombat Trivisvavet 11. Mr. Anawash Suwanarit 12. Mrs. Pongprach Ramyarupa 13. Mr. Preecha Sudsup 14. Mr. Chatchaporn Trivimol

President and Acting Executive Vice President, Management Group Executive Vice President, Operations Group Executive Vice President, Marketing Group Executive Vice President, Finance Group Senior Vice President, Public Relations and Corporate Affairs Vice President, Train Operations Vice President, Engineering and Maintenance Vice President, Administration and Information Technology Vice President, Office of the President Vice President, Business Development Vice President, Project Management Vice President, Marketing and Services Development Senior Internal Audit Manager Safety & Quality Manager

19 Annual Report 2012


7 8

10

1 9

20 Bangkok Metro Public Company Limited

5 2 3 4

6

1. Mrs. Piyanoot Tantipanichpant 2. Mr. Sompon Aroonloes 3. Mr. Nattha Thongchat 4. Mr. Chaiyawat Junphong 5. Mr. Teerayutt Puwasawat 6. Mr. Bhuwanai Sriwetchanan 7. Mr. Piyawat Chanatipnopachai 8. Ms. Sopit Niyompiyapote 9. Mr. Samphan Jongutsah 10. Mr. Aditta Sensathien

Deputy Traffic Manager Deputy Traffic Manager Control Manager Stations Manager Train Crew Manager Deputy Train Crew Manager Deputy Stations Manager Deputy Stations Manager Deputy Stations Manager Deputy Stations Manager


2 1

6

7

5 3

4

1. Mr. Pichit Rukchonlatee Engineering and Maintenance Manager 2. Mr. Prawit Impornrugee Operations Performance Manager 3. Mr. Kitipat Supakleelakul Deputy Engineering and Maintenance Manager 4. Mr. Phusit Arnmanee Deputy Operations Support Manager 5. Mr. Prayuth Janjareansuk Acting Engineering & Maintenance Planning Manager 6. Mr. Pornsak Kruttakul Acting M&E Engineering & Maintenance Manager 7. Mr. Chalermrath Jeeyapan Chief, Acting Civil & Auxiliary System Engineering & Maintenance Manager

21 Annual Report 2012


8 1 4 7 9

2 6

22 Bangkok Metro Public Company Limited

5 3

10

1. Mr. Pracha Udomchaiporn Senior Information Technology Manager 2. Mrs. Wannee Lorterapong Senior Finance Manager 3. Ms. Patcharee Chaiphamorn Senior Accounting Manager 4. Mr. Peera Chaisuvan Administration & Procurement Manager 5. Mrs. Narumol Krungthongchan Marketing Manager 6. Ms. Nareerut Nunchasiri Services Development Manager 7. Mr. Nat Charuchinda Deputy Administration & Procurement Manager 8. Mr. Pongtorn Rattanakonravit Deputy Information Technology Manager 9. Mrs. Duangkhae Thawornwong Deputy Administration & Procurement Manager 10. Mrs. Itthaporn Limchaikul Officer, Office of the Internal Audit


SaveEnergy ?.Aþ>/N8?K""L3 W8č_GAL;Y%/N% A"%G"%L/N

23 Annual Report 2012


5. Achievement Awards Outstanding Award 2012 for Safety, Occupational Health and Work Environment

AGM Assessment: Excellent Rating BMCL was rated “Excellent” in the assessment of the 2012 Annual Ordinary General Meeting of Shareholders (AGM) continuously since 2007 to date from the Annual Ordinary General Meeting of Shareholders (AGM) Assessment Campaign organized by the Thai Investors Association.

CG Scoring 2012 – Excellent Rating 

BMCL received the Provincial Outstanding Award 2012 for Safety, Occupational Health and Work Environment from the Department of Labour Protection and Welfare.

Zero Accident Award BMCL participated in the “Zero Accident Campaign for 2012”, organised by the Department of Labour Protection and Welfare, Ministry of Labour. BMCL received the Silver Award as the fourth year in a row, with a total of 3,190,454 hours without lost time accident.

BMCL was rated “Excellent” in the assessment of the 2012 Corporate Governance Scoring.

EIA Monitoring Awards

BMCL was rated “Excellent” in the assessment of the 2012 The M.R.T. Chaloem Ratchamongkhon Corporate Governance Scoring, continuously from 2010. Line Project was selected to receive The current scoring criteria are based on the good corporate an award for its compliance with governance principles of the Organisation for Economic measures in the Environmental Cooperation and Development (OECD Principles of Impact Assessment Report with Corporate Governance), comprising 5 main categories, i.e., outstanding environmental management Rights of Shareholders, Equitable Treatment of Shareholders, for 2011 (EIA Monitoring Awards Roles of Stakeholders, Disclosure and Transparency, and 2011). BMCL attended the ceremony to accept such Board Responsibilities. The 2012 Corporate Governance “Outstanding” Award on 26 September 2012. Scoring was organised by the Thai Institute of Directors Association (IOD).

24 Bangkok Metro Public Company Limited


6. Significant Activities in 2012 Investor Relations Activities Money Talk On 16 May0U&KDLZDW8WDLZDQWKH3UHVLGHQWJDYHDQLQWHUYLHZLQ â&#x20AC;&#x153;Money Talk Weeklyâ&#x20AC;? programme, hosted by Dr. Paiboon Seriwattana, Dr. Nivet Hemwachirawarakorn and Mr. Tavon Chotechuen, which was on the air on 27 May 2012 during 10:00-11:00 p.m. on Money Channel True Visions 178 and local cable TV subscriptions nationwide, and was rerun twice during 5:00-6:00 p.m. on Tuesday, 29 May 2012 and Friday, 1 June 2012.

Company Visit 2012 BMCL gave a warm welcome to a Japanese business group from the Japan Association of Corporate Executives on 24 August 2012, with a presentation on the Companyâ&#x20AC;&#x2122;s results of operations and inquiries as well as visiting the Companyâ&#x20AC;&#x2122;s Operations Control Center (OCC).

Analyst Meeting for the Second Quarter of 2012 BMCL held the Meeting of Analysts No. 1/2012 on Friday, 31 August 2012, at the retail area, Phra Ram 9 Station, to clarify the results of operations for the second quarter of 2012, including introduction of the new Management Team to provide an explanation on the results of operations and its business direction, as well as visiting the retail area in Phra Ram 9 Station; visiting the exhibition of the MRTAâ&#x20AC;&#x2122;s 20th Anniversary: â&#x20AC;&#x153;Amazing Bangkok Rail Transport Systemâ&#x20AC;?; with a total of 23 attending analysts from 13 securities companies.

The Extraordinary General Meeting of Shareholders No. 1/2012 BMCL convened the Extraordinary General Meeting of Shareholders No. 1/2012 on Thursday, 29 November 2012, at 2:00 p.m. at Grand Ballroom, 3rd Floor, The Emerald Hotel, in which the shareholders resolved to grant approval for execution of two significant transactions, as follows: 1. Approval was granted to the execution of the Agreement for the MRT Purple Line Project, Bang Yai-Rat Burana, Bang Yai-Bang Sue Section, Contract 4: Concession for Supply of M&E Systems and O&M Services (Khlong Bang Phai Station-Tao Poon Station) with the Mass Rapid Transit Authority of Thailand; and 2. Approval was granted to the execution of the Agreement for Engagement of CH. Karnchang Public Company Limited as Project Manager, as well as for Supply and Installation of M&E Systems in the MRT Purple Line Project, Bang Yai-Rat Burana, Bang Yai-Bang Sue Section, Contract 4: Concession for Supply of M&E Systems and O&M Services (Khlong Bang Phai Station-Tao Poon Station).

25 Annual Report 2012


Marketing and Commercial Development Activities BMCL organised the marketing and commercial development activities in many aspects, namely, CRM, value added activities to attract more ridership and retain its customer base, including provision of information on activities surrounding the MRT routes and campaigns and promotions for commute by the metro.

Š «×ÊÊ«ÚÑѪÆÙÎÓ̦ÑÑÙÍʾÊÆ×·ÔÚÓÉÜÎÙͲ·¹ (Saha Group Fair) for the 3rd Year BMCL and SAHA Group jointly organised the Saha Group Fair No. 16 at the Queen Sirikit National Convention Centre during 28 June-1 July 2012 to give away 360 packs of Mama Instant Noodles Chicken Green Curry Flavour to MRT Club members who registered through www.bangkokmetro.co.th during 16 June-31 July 2012.

Š ¬ÊÙÙÎÓÌ«ÎÙ§ÊÆÙ¬¦¹ÇÞ²·¹ËÔ×ÙÍÊüth Year BMCL, in collaboration with Bangkok Metro Networks Limited and Kru Somsri English School, organised GAT and PAT tuitions to senior high school students on 19 August 2012 and 23 September 2012, with extra seat privileges for MRT Club members by registration.

Š ¹×ÆÛÊÑÑÎÓÌÇÞ²·¹ÜÎÙ͸ÆËÊÙÞ BMCL and AIS collaborated to offer Baht 15 discount for AIS customers buying or topping up Metro Cards in the amount of Baht 300 or more, on Friday, Saturday, and Sunday, from 1 January to 31 December 2012, totaling 15,000 persons per month.

Š ®±ÔÛʨÎÙÎÇÆÓЪÛÊ×ÞÉÆÞ­ÆÕÕÎÓÊØØ BMCL, in association with Citibank, offered 10% cash rebate to Citibank credit cardholders when buying or topping up Metro Cards in the amount of Baht 300 or more/sale slip from 1 January-31 October 2012.

Š °¹¨«Ô×ÊÛÊ×·ÊÜÆ×É This is a project granting benefits to KTC cardholders using the MRT service out of reward points from KTC cards in exchange for adding value to stored value cards or new MRT smart cards from 1 January-31 December 2012.

26 Bangkok Metro Public Company Limited


Â&#x160; ²Ă&#x160;Ă&#x2122;Ă&#x2014;Ă&#x201D;¨Ă&#x2020;Ă&#x2014;Ă&#x2030;Ă&#x2DC;Ă&#x2020;Ă&#x201C;Ă&#x2030;²¡š¸Ă&#x2022;Ă&#x160;Ă&#x2C6;Ă&#x17D;Ă&#x2020;Ă&#x2018;šĂ?Ă&#x2020;Ă&#x201C;Ă?Ă&#x2DC;¨Ă&#x201D;Ă&#x161;Ă&#x2022;Ă&#x201D;Ă&#x201C;Ă&#x2DC; BMCL collaborated with 8 partners surrounding the MRT routes, such as, 2UFKDUG%RVWRQ%ULJKW6SDGH&RQFRUG7RKNDL8+ROO\ZRRG6LDP Society, Anyadharu, Robinson, in providing 80,000 Special Thanks Coupon sets to MRT passengers buying or topping up Metro Cards in the amount of Baht 300 or more.

Â&#x160; ¨Ă&#x160;Ă&#x201C;Ă&#x2122;Ă&#x2014;Ă&#x2020;Ă&#x2018;¨Ă?Ă&#x17D;Ă&#x2018;Ă&#x2018;ÂłŠĂ&#x17D;Ă&#x201C;Ă&#x160; BMCL, together with CPN, the operator of Central Plaza Grand Rama 9, and KBANK, jointly organised an activity to invite the MRT passengers for dining at Central Plaza Grand Rama 9, coupled with special benefits from various shops, and get two free movie tickets from SFX when using KBANK credit cards from 8 June-8 August 2012.

Â&#x160; ²¡šŒþĂ&#x2DC;ĂşÂ&#x161;th Anniversary Celebration This is a public relations event on the metro system in Bangkok under the responsibility of the Mass Rapid Transit Authority of Thailand (MRTA), together with presentation of the relevant technologies and booth displays of business partners surrounding the MRT routes using the retail shop floor, Phra Ram 9 Station, for this event, during 30 August-2 September 2012.

27 Annual Report 2012


Safety Activities The Company gives the highest priority to safety of our service users, contractors, and staff since safety is the heart of the mass rapid transit service. Last year, the Company organised safety activities as follows:

Š ¸ÆËÊÙÞ¦ÈÙÎÛÎÙޟªÒÊ×ÌÊÓÈÞ©×ÎÑÑ BMCL organised the 2012 annual emergency drill, both internal and in association with external agencies, e.g., the Mass Rapid Transit Authority of Thailand (MRTA), the Bangkok Fire & Rescue Department (BFRD), Bangkok Emergency Medical Service, and hospitals in charge along the metro routes, Counter Terrorist Operations Center, and contractors in each company, by organising the emergency drill annually to ensure that the Company’s staff and the external agencies have skills and understanding to cope with the situation, the understanding in the working process of each agency in order to enhance the efficiency in the coordination and cooperation to cope with various situations which may happen in the future.

Š ¸ÆËÊÙÞ¦ÈÙÎÛÎÙޟ¼Ô×иÆËÊÙÞµ×ÔÌ×ÆÒÒÊ BMCL organised the Work Safety Programme for the seventh year in a row, and this year, organised 5S activity together with the safety activities under the theme “My Home”. The internal work units and the Company’s main contractors performing works in the MRT system attended this programme. Projects organised under the Work Safety Programme included the Outstanding Contractor, 5th Year; the Apostle Contest, 4th Year; the Safety Credit, 3rd Year; and the Safety Guru Walk Rally; and such other activities as Hitz Channel, a public address programme on news and safety, quality and environmental activities on every third Wednesday of each month in order for BMCL’s staff and contractors to realise the significance of work safety and to encourage, remind, and emphasise work performance in compliance with the applicable work rules and regulations.

28 Bangkok Metro Public Company Limited


Â&#x160; ²¡š¸Ă&#x2020;Ă&#x2039;Ă&#x160;Ă&#x2122;Ă&#x17E;ÂľĂ&#x2018;Ă&#x2020;Ă&#x201C;¨Ă&#x201D;Ă&#x201C;Ă&#x2122;Ă&#x160;Ă&#x2DC;Ă&#x2122; BMCL, in association with the Engineering Institute of Thailand under H.M. the Kingâ&#x20AC;&#x2122;s Patronage (EIT) and Safety and Health At Work Promotion Association (Thailand) (SHAWPAT), organised a contest on the theme â&#x20AC;&#x153;Risk Assessment and Safety Measures against Flooding in the MRT Systemâ&#x20AC;? to promote undergraduatesâ&#x20AC;&#x2122; and studentsâ&#x20AC;&#x2122; understanding in the safety process of the MRT system. The contestants were third-year or higher undergraduates from the Faculty of Engineering, the Faculty of Public Health or the Faculty of Occupational Health and Safety, totaling 15 teams from 9 universities. The MRT Safety Plans were presented in two rounds: the first round on 16 November 2012 to select five finalists from eight eligible teams; and the final round on 21 November 2012 at Metro Mall, Chatuchak Park Station. The winner ZDV,17$1,$WHDPIURPWKH)DFXOW\RI(QJLQHHULQJ&KXODORQJNRUQ8QLYHUVLW\

29 Annual Report 2012


Social and Environmental Activities Š «×ÊʯÔÚ×ÓÊÞØÔÓÙÍʲ·¹¸ÞØÙÊÒÔÓÙÍʳÆÙÎÔÓÆÑ ¨ÍÎÑÉ×ÊÓõØ©ÆÞ To enhance the journey experience on the occasion of the National Children’s Day 2012 on Saturday, 14 January 2012, BMCL provided free journeys on the MRT system for children not taller than 140 centimetres throughout the service hours from 6:00 a.m.-12:00 p.m.

Š ¦ÈÙÎÛÎÙÎÊØÔÓÙÍÊ´ÈÈÆØÎÔÓØÔËÙÍʸÔÓÌÐ×ÆÓ©ÆޖÙÍÊ National Elderly Day, and the Family Day 3-Day Free Journeys on the “MRT System” for the Elders To promote value and significance of the elders on the occasion of the National Elderly Day 2012, BMCL provided free journeys on the MRT system for the elders at age 60 or over for 3 days during 13-15 April 2012 throughout the service hours from 6:00 a.m.-12:00 p.m.

Š ³ÆÙÎÔÓÆѲÔÙÍÊ×õØ©ÆÞúšùúÜÎÙͲ·¹– divided into two activities as follows: Free Journeys for Mothers on the MRT System BMCL provided free journeys for mothers on the occasion of the National Mother’s Day on 12 August 2012 throughout the service hours from 6:00 a.m.-12:00 p.m. Mass Sports Project Sponsorship in Honour of Her Majesty the Queen The 20th “N.C.C. - TTM Mini Marathon Chalerm Phrakiart 2012” was organised on 12 August 2012 at the Queen Sirikit National Conventional Centre and the Benjakitti Park by N.C.C. Management & Development Co., Ltd. (NCC), representing our contribution to social and charitable activity in honour of Her Majesty Queen Sirikit on the occasion of her birthday on 12 August 2012, and promoting the MRT system, with a special discount of Baht 100 off the fee for the Mini Marathon for the first 100 passengers presenting the MRT Cards.

30 Bangkok Metro Public Company Limited


Š ³ÆÙÎÔÓÆÑ«ÆÙÍÊ×õØ©ÆÞ¦ÈÙÎÛÎÙޟò­ÆÕÕÞ«ÆÙÍÊ×õØ©ÆÞÜÎÙÍ «×Êʲ·¹¯ÔÚ×ÓÊÞØ󋋋 On the auspicious occasion of the 85th Birthday Anniversary of His Majesty the King on 5 December 2012 (National Father’s Day), MRT provided the special free journeys for all fathers on the MRT system.

Š §ÔÔÙÍ©ÎØÕÑÆÞÜÎÙͨ­˜°Æ×ÓÈÍÆÓ̵ÚÇÑÎȨÔÒÕÆÓÞ Limited At the World Tunnel Congress (WTC 2012) during 21-23 May 2012 at the Queen Sirikit National Convention Centre.

Š §ÔÔÙÍ©ÎØÕÑÆÞÆÙÙÍÊ·ÆÎѸÔÑÚÙÎÔÓئØÎÆ’¦·´¦úšùú“

During 23-25 May 2012 at Bangkok Convention Centre, Centara Grand at CentralWorld.

Š §ÚÉÉÍÎØÙ¨ÍÆÓÙÎǪ́Ê×ÊÒÔÓÞÔÓÙÍʲ·¹õ؝ th Anniversary The prestigious Buddhist monks were invited to perform the Buddhist chanting ceremony and travel on the MRT system on 7 July 2012 at Bang Sue Station.

Š °ÆÙÍÎÓÆ·ÔÇÊ´ËËÊ×ÎÓÌÇÞ§ÆÓÌÐÔвÊÙ×ÔµÚÇÑÎÈ Company Limited BMCL, in association with the MRT passengers and residents in Wat Soeng Wai Community, jointly offered Kathina robes to Buddhist monks at Wat Wetawan Thamawat (Wat Soeng Wai) on 11 November 2012, with a total donation of Baht 1,009,999.

31 Annual Report 2012


Return the Metro Cards for Environmental Protection and Sustainable Social Development Project For the sixth year, BMCL has maintained its commitment to environmental protection, together with social development with sustainability to completely satisfy communities’ economic, social and environmental requirements through social contribution activities, in parallel with environment protection. To this end, BMCL organized the “Return the Metro Cards for Environmental Protection and Sustainable Social Development” project to invite the MRT passengers to return their expired Period Pass cards. BMCL would donate Baht 10 per card for development of the quality of life in communities, in terms of education and public health through activities in response to needs and livelihood of communities, such as, the Share 2 Child activity for youths to learn the use of the MRT service, as well as sightseeing at various places, and the M Care activity, in association with its alliances, in order to provide information on public health for passengers and people. This project signifies the concerted efforts of all MRT users and BMCL to create and push forward with the development of the quality of life in society, together with environmental protection, to ensure a better quality of life for everyone in society with a bright future for our next generations through sustainable development and growth. In 2012, BMCL used monies from such project to organise activities for development of the quality of life in terms of education and public health of communities surrounding the MRT routes, totaling three times/year, divided into two parts as follows: Activity for Development of Quality of Life on Education BMCL brought students from schools along the MRT routes to go sightseeing for exchanging outdoor experiences and join the Wichit Monthien Dramatic Art Contest at the King Rama II Commemorate Day Fair (King Rama II Memorial Park). On this occasion, BMCL also organised a “Lucky Eggs” booth for contribution to the King Rama II Foundation Praboromrachanusorn under Royal Patronage

32 Bangkok Metro Public Company Limited


Activity for Development of Quality of Life on Public Health BMCL, in association with its partners, organised the M Care activity under the Return the Metro Cards for Environmental Protection and Sustainable Social Development Project at Phra Ram 9 Station, Phetchaburi Station and Sam Yan Station, comprising provision of information on health care, health check-up and safe commute for passengers and people at the MRT stations. M Care Activity in association with Samitivej Hospital Sukhumvit This included initial health check-up and provision of information relating to health care and safety of the service use during 23-25 April 2012 at Sukhumvit Station. M Care Activity in association with Hua Chiew Hospital and Kluaynamthai Hospital This included initial and specific health check-up from Hua Chiew Thai-Chinese Clinic, traditional Thai medicine, by way of traditional pulse diagnosis (Mo Mae), by traditional Chinese medicine doctors and acupuncturists for initial therapy as well as providing information relating to health care and safety of the service use during 25-27 July 2012 at Phahon Yothin Station.

33 Annual Report 2012


Company Visit Throughout 2012, various groups of persons and external agencies from both public and private sectors, in Thailand and abroad, attended the Company Visit on the business operations and the MRT service of Bangkok Metro Public Company Limited. All the year round, there were a total of 7,867 visitors from 103 agencies, including some notable groups as follows: The Mass Rapid Transit Authority of Thailand (MRTA) by the Chairman of the MRTA Board of Directors, together with her group, visited MRT stations and commercial development areas on 31 January 2012. Mr. Charupong Ruangsuwan, Minister of Transport, and The MRTA associates, visited the M.R.T. Chaloem Ratchamongkhon Line Project and travelled on the MRT system to see the progress of the MRT Purple Line Project, Bang Sue-Bang Yai, on 22 March 2012. German Deputy Transport Minister and his group visited the M.R.T. Chaloem Ratchamongkhon Line Project on 12 April 2012.

34 Bangkok Metro Public Company Limited


Punctual /="WA?L/="Z#

35 Annual Report 2012


7. Route Map of the M.R.T.

Chaloem Ratchamongkhon Line Project The M.R.T. Chaloem Ratchamongkhon Line (Blue Line), Hua Lamphong-Queen Sirikit National Convention Centre-Bang Sue, with a total distance of 20 kilometres, 18 stations, is currently operated with a total of 19 trains in service every day without holiday from 6.00 hours-24.00 hours.

36 Bangkok Metro Public Company Limited


Reliable AL"Z#[.W;Q_G[5K4W=L

37 Annual Report 2012


8. General Information 8.1 Company Profile Bangkok Metro Public Company Limited Company Registration No.

: 0107547000451 (previously 0107574700459)

Head Office (As registered at Ministry of Commerce) : 189 Rama IX Road, Huai Khwang, Bangkok 10310, Thailand Tel. : 66 (0) 2354 2000 Fax : 66 (0) 2354 2040 Branch Office (1) : 189/1 Rama IX Road, Huai Khwang, Bangkok 10310, Thailand Branch Office (2) : 189/2 Rama IX Road, Huai Khwang, Bangkok 10310, Thailand Customer Relations Center Tel. E-mail

: 66 (0) 2624 5200 : CRC@bangkokmetro.co.th

Investor Relations Tel. Fax E-mail

: 66 (0) 2354 2000 ext. 3513 - 3516 : 66 (0) 2354 2000 ext. 3518 : IR@bangkokmetro.co.th

Audit Committee E-mail Website

: Shareholders or stakeholders may contact or submit complaints on any matters which may cause damage to the Company at : Auditcom@bangkokmetro.co.th : http://www.bangkokmetro.co.th

Type of Business

: Mass Rapid Transit System Operator Concessionaire of the M.R.T. Chaloem Ratchamongkhon Line Project

Registered Capital

: Baht 11,950 million, divided into 11,950 million ordinary shares, at the par value of Baht 1 per share. : Baht 11,950 million, divided into 11,950 million ordinary shares, at the par value of Baht 1 per share.

Issued and Paid-up Capital

38 Bangkok Metro Public Company Limited


8.2 The Company invested in the Subsidiary as at 31 December 2012 as follows: Bangkok Metro Networks Limited Head Office Branch Office Tel. Fax Homepage

: 587 Viriyathavorn Building, 12th Floor, Sutthisarnvinitchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok 10400 : 587 Viriyathavorn Building, 9th Floor, Sutthisarnvinitchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok 10400 : 66 (0) 2275 4559, 66 (0) 2690 8200, 66 (0) 2690 8391-4 : 66 (0) 2690 8212, 66 (0) 2275 4314, 66 (0) 2690 8395 : http://www.BMN-MRT.com

Type of Business

1. Leasing of retail space for shops in the stations and in the park and ride facility at Lat Phrao Station; 2. Procurement of advertisement boards or media in the trains and stations; 3. Rendering services and maintenance of telecommunications system equipment in the stations; 4. Administration of advertisement media via the Passenger Information Display System (PIDs) in the trains and stations.

Registered Capital

: Baht 254 million, divided into 25.4 million ordinary shares, at the par value of Baht 10 per share. : Baht 254 million, divided into 25.4 million ordinary shares, at the par value of Baht 10 per share.

Issued and Paid-up Capital Company Shareholding Number of Shares Percentage

: 16,558,560 shares : 65.19 %

Note: Bangkok Metro Networks Limited was incorporated on 25 February 2009 through the amalgamation of three Subsidiaries, namely, Triads Networks Co., Ltd., Metro Mall Development Limited and BMCL Network Limited.

39 Annual Report 2012


8.3 Reference Securities Registrar

: Thailand Securities Depository Company Limited 62 The Stock Exchange of Thailand Building 4th Floors, Ratchadapisek Road, Klongtoey, Bangkok 10110 Tel: 66 (0) 2229 2800 Fax: 66 (0) 2359 1259 TSD Call center: 66(0) 2229-2888 E-mail: TSDCallCenter@set.or.th Website: http://www.tsd.co.th

Auditors

: Ernst & Young Office Limited 33rd Floor, Lake Rajada Office Complex 193/136-137 New Ratchadaphisek Road Klongtoey, Bangkok 10110 Tel: 66 (0) 2264 0777 Fax: 66 (0) 2264 0789-90

Legal Advisor

: The Legists Ltd. 9th Floor, 990 Abdulrahim Place, Rama IV Road, Silom, Bangrak, Bangkok 10500 Tel: 66 (0) 2636 1111 Fax: 66 (0) 2636 0000

Financial Institutions

: Krung Thai Bank Public Company Limited TMB Bank Public Company Limited Bank of Ayudhya Public Company Limited Thanachart Bank Public Company Limited

40 Bangkok Metro Public Company Limited


Environmental Friendly W/N4Y/;K_3"WO<"S Y?1O_DA<"L;

41 Annual Report 2012


9. Risk Factors 9.1 Risks relating to businesses of the competition in advertising media and retail space lease business, changes and amendment of laws and regulations Company and its Subsidiary governing such business operations in the metro, as well as 9.1.1 Risks relating to fare revenue The Companyâ&#x20AC;&#x2122;s fare revenue is the core revenue or representing 87%. The growth of the fare revenue is thus essential to the Companyâ&#x20AC;&#x2122;s results of operations, subject to two variables, as follows: Â&#x160;ÂľĂ&#x2020;Ă&#x2DC;Ă&#x2DC;Ă&#x160;Ă&#x201C;Ă&#x152;Ă&#x160;Ă&#x2014;Ă&#x203A;Ă&#x201D;Ă&#x2018;Ă&#x161;Ă&#x2019;Ă&#x160;Ă&#x201D;Ă&#x2039;Ă&#x2122;Ă?Ă&#x160;Ă&#x2019;Ă&#x160;Ă&#x2122;Ă&#x2014;Ă&#x201D;

the progress in opening of retail shops in the stations, several factors of which are beyond the Companyâ&#x20AC;&#x2122;s control.

However, the Company developed new advertisement media to increase its commercial development revenue, such as, advertisement media management via the Passenger Information Display System (PIDs), platform billboard, etc., which started generating revenue in 2011. In addition, the Company planned to develop retail space in four existing stations, namely, Sukhumvit Station, Phahon Yothin Station, Chatuchak Park Station and Kamphaeng Phet Station, to be more appealing and attract more customers, and in 2013, the Company plans to open retail space for service in the stations with direct connection with large department stores, such as, Phra Ram 9 Station.

The growth of the passenger volume of the underground mass transit system depends upon several factors including those beyond the Companyâ&#x20AC;&#x2122;s control, such as, metro network expansion, good feeder systems, fare rates of other available alternative transit systems, road traffic congestion, oil prices, and real estate, condominium business and business expansions surrounding the routes, which would serve as peopleâ&#x20AC;&#x2122;s destinations. If the growth of the passenger volume fails to meet the forecast, it will impact 9.1.3 Risks relating to fluctuation of cost of fare the growth of the Companyâ&#x20AC;&#x2122;s revenue. Cost of fare is deemed to be the main expenditure of the Companyâ&#x20AC;&#x2122;s core business operation which comprises repair It is expected that in the future, the passenger volume will and maintenance costs for the metro and civil infrastructure, continue to increase due to the expansion of the metro public utility cost, and personnel cost. network, condominium, retail business and department stores surrounding the routes. As for the maintenance costs under the M&E contract, with a contract term of 10 years (2004-2014), in 2012, the EuroÂ&#x160;ÂŽĂ&#x201C;Ă&#x2C6;Ă&#x2014;Ă&#x160;Ă&#x2020;Ă&#x2DC;Ă&#x160;Ă&#x17D;Ă&#x201C;Ă&#x2039;Ă&#x2020;Ă&#x2014;Ă&#x160;Ă&#x2014;Ă&#x2020;Ă&#x2122;Ă&#x160; denominated payments in the amount equivalent to Baht 8QGHUWKH&RQFHVVLRQ$JUHHPHQWWKHPD[LPXPIDUHUDWH 110 million may need to be adjusted based on the German to be charged by the Company is determined in pursuance Consumer Price Index, and costs for Baht-denominated of a formula based on the Bangkok Non-Food Consumer payments in the amount of Baht 295 million must be Price Index, whereby the adjustment shall be made every adjusted based on the Bangkok Consumer Price Index, two years, and thus the change of fare rate impacts the thereby exposing a risk to the Company due to changes in growth of the Companyâ&#x20AC;&#x2122;s revenue. such price indices. However, the Companyâ&#x20AC;&#x2122;s fare revenue continued to in- The public utility cost mainly comprises the cost of electricity crease at the average rate of 11% (2005 to 2012) as a used at stations and for train operations, whereby the cost of result of the increase in the passenger volume and the fare electricity may be adjusted according to the electricity rates rates, thereby giving rise to the Companyâ&#x20AC;&#x2122;s improved results of the Metropolitan Electricity Authority, which may result in of operations accordingly, and fare revenue sufficient to the Companyâ&#x20AC;&#x2122;s increased cost. cover the cost of fare since 2010. Therefore, the Companyâ&#x20AC;&#x2122;s cost of fare varies according to 9.1.2 Risks relating to commercial development revenue the aforesaid costs. However, in the past, the Company Commercial development revenue, which represents was able to effectively control its cost of fare. In 2012, the approximately 13% of the total revenue of the Company and its Companyâ&#x20AC;&#x2122;s cost of fare amounted to Baht 1,369 million, Subsidiary, may vary depending upon the economic condition, which was increased by 4.6% from 2011 due to the increased

42 Bangkok Metro Public Company Limited


electricity rates. Besides, the cost of fare is mostly fixed cost, not varying directly according to the increased volume of passengers should there be no material change in the volume of passengers to the extent that the Company is required to add the number of trains for service to enhance the capacity to accommodate the passengers. Since 2011, the Company executed a new civil infrastructure maintenance contract (E&M contract) for repair and maintenance of M&E Systems and trackwork system, by engaging external contractors with specific expertise or special equipment only, and the Company would carry out certain other works, which would enable the Company to reduce the cost in this respect. 9.1.4 The Company engages Siemens as main contractor for supply and maintenance of its M&E Equipment The Company entered into an agreement for procurement of the M&E Equipment and an agreement for maintenance of the M&E Equipment with Siemens AG, Germany, and Siemens Limited, Thailand, for a period of 10 years ending in 2014. Thus, in the event where such Siemens group is unable to provide services under the agreement to the Company or there is any change in the maintenance agreement, the Companyâ&#x20AC;&#x2122;s business operation may be affected. However, the Company has studied the information from members in the international federations of public transport RSHUDWRUVHJ8,73$37$129$*URXSRI0HWURVDVZHOO as learning from Lloydâ&#x20AC;&#x2122;s Register Rail, a highly experienced consultant, as a result, the Company is currently able to supply the M&E Equipment by itself, and in the future, the Company plans to select and procure the M&E Equipment from other manufacturers of the equipment compatible with its existing system. In this regard, the Company has a policy to develop the quality of its personnel to have sufficient capabilities in working with local and overseas equipment manufacturers and contractors in the maintenance and repair of the M&E Equipment and the rail system to improve its efficiency without reliance on the sole existing manufacturer.

2010 did cause the Company to suspend its train operation service for eight days, during which, the Company lost the fare revenue and certain property was damaged. However, the Company has taken out terrorism insurance, which the Company would be compensated in the insurance coverage amount, after the Companyâ&#x20AC;&#x2122;s responsibility for the deductible. Besides, the Company has implemented measures to prevent a variety of such incidents in order to mitigate possible impact, for instance, emergency drills of all relevant units inside and outside the Company by way of simulation of such various situations as emergency in the stations from bomb threat and bomb blast in the stations, trains out of order and stopping inside the tunnel, fire in the rolling stock, stations or tunnel, etc. In addition, the Company has also strictly implemented security measures by having closedcircuit televisions installed to ensure safety for passengers and having security officers stand at the escalator checkpoints prior to entering stations to check passengersâ&#x20AC;&#x2122; belongings. Furthermore, the Walk Through Metal Detector has been installed in every entrance/exit of the stations to search for explosive and deadly weapon, and various teams of security officers comprising dedicated teams stationed at metro stations, at parking buildings, a K-9 search team, an explosive ordinance disposal team, as well as arranging for rescue teams ready for rescue operations in unusual circumstances. 9.1.6 Risks from natural disasters At present, the global geographic shifts and climate change results in severe natural disasters or catastrophe, such as, earthquake or flooding, like the flood crisis in October and November 2011 which occurred in several provinces of Thailand, including Bangkok, and flood the entrance-exit of four MRT stations, namely, Ratchadaphisek Station, Lat Phrao Station, Phahon Yothin Station and Chatuchak Park Station. However, every MRT station remained open for normal service as the Company had prepared action plans to cope with such emergency so as to provide service to ensure the maximum safety and to prevent and mitigate possible damage to the MRT property.

9.1.5 Risks from terrorism The Company has a risk from terrorist attacks and political In addition, the civil infrastructure of the MRT system is unrest. If such event occurs, it thus affects the Companyâ&#x20AC;&#x2122;s designed to prevent floodwater up to 3.5 metres above sea business operation. For instance, the political unrest in May level, whereby the design level of the entrance-exit staircases

43 Annual Report 2012


of stations is at 2 metres above sea level. The flood prevention equipment (Stop Log or Flood Board) has been installed, with a height of 1.5 metres, on the entrance-exit staircases of stations, as an additional measure to prevent flooding. In this regard, the structure inside each station is designed for drainage ditch, in case of water leakage from outside into the station and the tunnel, water will flow to the designated water tanks, and after that the water pump will drain the water out of the system. The Operation Control Centre can monitor the operating status of the water pump and any unusually high water level in the water tanks, which will be alarmed via the SCADA system.

as well as solving problems on the mass transit system. The current government, by the Office of Transport and Traffic Policy and Planning (OTP), Ministry of Transport, has continued, from the previous government to accelerate 10 routes (464 kilometres) of the rail mass rapid transit projects in Bangkok Metropolitan Region.

However, there are factors which may give rise to an impact on the implementation under the government’s plan and delay in the MRT network expansion. The Company’s growth has been in part a result of the increased volume of passengers from the extensions and the new lines of the mass transit system. Therefore, any delay by the government 9.1.7 Risks relating to the Concession Agreement would affect the Company’s growth rate accordingly. and the government supervision Given that the Company operates its businesses in 9.2 Other risks accordance with the Concession Agreement under the supervision of the MRTA, differences in the contractual 9.2.1 The Company is unable to pay dividend in the parties’ interpretations on terms and conditions of the forthcoming period Concession Agreement may arise. Should the Company and the MRTA be unable to resolve any problem, the Company Investments in large-sized projects require a large amount may require a certain period of time to come to a solution, of investment and also require working capital continuously in the initial operation, the Company then continues to which would impact the Company’s business operation. sustain an operating loss in the initial period of the service commencement year. On 31 December 2012, the Company 9.1.8 Risks relating to the government policy in the continues to sustain an accumulated operating loss in the construction and operation of the mass transit railway amount of Baht 11,920 million, therefore, the Company is system not able to pay dividend in the forthcoming year. In this Every government has a policy to expand the mass transit regard, the payment of dividend depends on several factors, railway system to cover the Bangkok Metropolitan area namely, result of operations, investment plan, adequacy of and its surrounding provinces since such projects will help cash flow, conditions of the loan agreement, necessities, stimulate the economy and result in expansion of related and others factors. businesses, such as, construction and real property sectors,

44 Bangkok Metro Public Company Limited


9.2.2 Risks from the interest rate and foreign exchange rate fluctuations As at 31 December 2012, the Company had long-term loans totalling Baht 13,602.50 million, of which Baht 10,602.50 million was extended by domestic banks, at the interest rate of MLR plus 0.25% per annum, and the loan amounting to Baht 3,000 million extended by CH. Karnchang Public Company Limited, which is the Companyâ&#x20AC;&#x2122;s major shareholder, at the interest rate of MLR plus 0.50% per annum. Therefore, if the interest rates increase, the Companyâ&#x20AC;&#x2122;s interest expense obligation would be affected in the future. The Company incurred expenses in foreign currencies for the maintenance cost of the M&E Equipment, in an average amount of approximately Euro 2.5 million per year. In addition, the Company had insurance premiums of DSSUR[LPDWHO\86PLOOLRQSHU\HDU7KXVVKRXOGWKH%DKW value depreciate, the Companyâ&#x20AC;&#x2122;s expenses would increase accordingly. However, the proportion of the expenses in foreign currencies was at 7.7% of the total revenue.

9.2.3 The Company relies on the financial support from its major shareholders The Company has signed the sponsor support agreement in the amount of not more than Baht 3,000 million with its three major shareholders, namely, CH. Karnchang Public Company Limited, Natural Park Public Company Limited DQG+LFUHWH3URGXFWV 7HFKQRORJ\&R/WG8QGHUWKH conditions stipulated in the sponsor support agreement from its major shareholders, three major shareholders are required to provide financial support to the Company so as to enable the Company to maintain its liquidity in accordance with the loan agreement executed with the financial institutions. On 31 December 2012, its major shareholders have already extended the sponsor support in the form of loan in the amount of Baht 3,000 million. However, since 2010, the Companyâ&#x20AC;&#x2122;s cash inflow from total revenue is sufficient to cover the operating expenses, thereby resulting in the positive earnings before interest, tax, depreciation and amortisation (EBITDA) in 2011 and 2012 in the amount of Baht 259 million and Baht 554 million, respectively. The Company then was able to minimize its financial dependence from its major shareholders. Nevertheless, the Company still has certain financial expenses.

45 Annual Report 2012


46 Bangkok Metro Public Company Limited


10. Nature of Business 10.1 Background and Major Developments Line (Hua Lamphong-Bang Sue) on 3 July 2004. The Bangkok Metro Public Company Limited (the â&#x20AC;&#x153;Companyâ&#x20AC;?) was established on 18 February 1998, with an initial registered capital of Baht 1,000,000, having CH. Karnchang Group as its major shareholder, to participate in the bidding for the concession of the first underground mass rapid transit system project in Thailand, to carry out the design, manufacture, supply, installation, testing and commissioning of the M&E Equipment for the operation and maintenance of the metro. In this respect, the Company was granted the exclusive concession for such project approved by the Council of Ministers on 28 March 2000 and 25 July 2000, respectively.

Company was listed on the Stock Exchange of Thailand on 21 September 2006. On 29 November 2012, the Companyâ&#x20AC;&#x2122;s Extraordinary General Meeting of Shareholders No. 1/2012 passed a resolution on the MRT Purple Line Project, as follows: 1. Approval was granted for the Company to execute the Agreement for the MRT Purple Line Project, Bang Yai-Rat Burana, Bang Yai-Bang Sue Section, Contract 4: Concession for Supply of M&E Systems and O&M Services (Khlong Bang Phai Station-Tao Poon Station) with the Mass Rapid Transit Authority of Thailand for 30 years, in the amount of not exceeding Baht 80,365 million (excluding value added tax), subject to the Council of Ministersâ&#x20AC;&#x2122; resolution granting approval for the execution of such Agreement; and 2. Approval was granted for the Company to execute the Agreement for Engagement of CH. Karnchang Public Company Limited as Project Manager, as well as for Supply and Installation of M&E Systems in the MRT Purple Line Project, Bang Yai-Rat Burana, Bang Yai-Bang Sue Section, Contract 4: Concession for Supply of M&E Systems and O&M Services (Khlong Bang Phai StationTao Poon Station), in the total amount of not exceeding Baht 20,775 million (including financing costs, excluding value added tax).

On 1 August 2000, the Company entered into the Agreement for the MRTA Initial System Project-Chaloem Ratchamongkhon Line (the â&#x20AC;&#x153;Concession Agreementâ&#x20AC;?) with the Mass Rapid Transit Authority of Thailand (â&#x20AC;&#x153;MRTAâ&#x20AC;?). The Company has the exclusive right to collect fares and undertake activities and commercial development, including advertising, leasing space in the project and telecommunications services in the stations and in the trains, for a period of 25 years from the date of issuance by the MRTA of the Notice of No Objection to commencement of revenue service, namely, on 2 July 2004, which would end on 1 July 2029. The official commencement of operations LVRQ-XO\8QGHUWKH&RQFHVVLRQ$JUHHPHQWWKH Company is obliged to make payment of remuneration from The Company received the standard management fares and commercial development to the MRTA at the rates certifications as follows: as mentioned in the Concession Agreement. 1. The ISO 9001:2008 Quality Management System; OHSAS 18001:2007 and TIS 18001:2011 On 16 January 2003, the Company was granted investment 2. The Health and Safety Management Systems; promotion privileges for the M.R.T. Chaloem Ratchamongkhon 3. Occupational The Safety Management System from Lloydâ&#x20AC;&#x2122;s Register Line (Blue Line) (â&#x20AC;&#x153;MRT metroâ&#x20AC;?) under Promotional Certificate Rail; No. 1029(1)/2546. The privileges include exemption from 4. The ISO 14001:2004 Environmental Management corporate income tax on net profit from promoted operations System. for a period of 8 years commencing from the date of first earning operating income (3 July 2004) and entitlement The MRT metro service operated by the Company is a to 50% deduction of import duty on imported machinery modern, safe and eco-friendly mass rapid transit system. according to specified conditions, with an extension of time In this regard, the Company realises the significance of until 31 March 2015. sustainable development of the organisation to be one the world leading mass rapid transit operators with The Company was converted to a public limited company on of sustainability, strengthening its competitiveness while 11 May 2004. Their Majesties the King and Queen and HRH striving to seekbya balance among society, environment and Princess Maha Chakri Sirindhorn presided over the official economy. The Company signed to be as a member of the opening ceremony of the M.R.T. Chaloem Ratchamongkhon

47 Annual Report 2012


Charter on Sustainable Development as a Pledge Signatory RIWKH,QWHUQDWLRQDO$VVRFLDWLRQRI3XEOLF7UDQVSRUW 8,73 LQ June 2008, and was accepted as a member of the Charter on Sustainable Development as a Full Charter Signatory in June 2009, whereby the Companyâ&#x20AC;&#x2122;s membership has been renewed for the third period (2012-2014), representing the determination in compliance with the contractual obligation to ensure the strategic policies in line with the principles of the business operation to balance among business, social and environmental growth, with internal systems for application, monitoring, following up and reporting of the performance under such guidelines. Moreover, the Company has participated as a member of another two international federations, namely, American Public Transportation Association (APTA) and NOVA Group of Metros, with the objectives to study and exchange the excellent practices with other international public transport operators, and apply as guidelines in the continued self-development and improvement.

10.2 Business Overview

The Companyâ&#x20AC;&#x2122;s revenue can be divided into two categories comprising revenue from fares and revenue from commercial development. Revenue from Fares Revenue from fares is the Companyâ&#x20AC;&#x2122;s major revenue. The fare collection by the Company is subject to the number of stations travelled by passengers. The fare rates of the metro as of the commencement date would be in accordance with the basic reference fare rates in force at the time of WKHUHYHQXHVHUYLFHFRPPHQFHPHQWGDWH8QGHUWKH Concession Agreement, the reference fare rates would be adjusted every 24 months based on the actual changes of the Bangkok Non-Food Consumer Price Index compared to the basic reference fare rates as at 1 January 2002.

1. The Company directly executed agreements with other companies by granting the following rights:

w$XWRPDWLF7HOOHU0DFKLQH $70 VHUYLFHWRWDOOLQJ machines, in all 18 stations to 8 commercial banks; w3XEOLFWHOHSKRQHVHUYLFHWRWDOOLQJPDFKLQHVLQDOO stations to True Corporation Public Company Limited; w7UXH.LRVN 0XOWLIXQFWLRQVHOIVHUYLFHNLRVN VHUYLFHE\ True Money Co., Ltd., totalling 32 machines, in all 18 stations, for acceptance of payments of goods, services and bills for self-service by customers; w3URFXUHPHQWDQGRUSURGXFWLRQRIDGYHUWLVLQJEDQQHUVRQ the hand grip media in 19 trains to Ambient Media Co., Ltd. 2. The Company granted the following rights to the Subsidiary:

The Company granted the rights to the Subsidiary, namely, Bangkok Metro Networks Limited in procurement of image advertisement, including platform billboard, administration of advertisement media via the Passenger Information Display Systems (PIDs), management of retail spaces, as well as service and maintenance of telecommunications system equipment. In return, the Company receives a revenue sharing before deduction of expenses, as well as dividend from the Subsidiary.

Business Operation of the Subsidiary On 25 February 2009, Bangkok Metro Networks Limited (â&#x20AC;&#x153;BMNâ&#x20AC;?) was incorporated through the amalgamation of the former three subsidiaries, namely, BMCL Network Limited, Metro Mall Development Limited and Triads Networks Company Limited. The new Subsidiary accepted the transfer of the existing business operations of the former three subsidiaries, including all rights, obligations, property and liabilities and staff of the former three subsidiaries. Currently, BMNâ&#x20AC;&#x2122;s registered capital is Baht 254 million (25,400,000 ordinary shares at the par value of Baht 10 per share). The Company holds 16,558,560 shares in such Subsidiary or representing 65.19%.

The Company adjusted the fare rates under the terms of the The Company granted the following rights to the Subsidiary: Concession Agreement accordingly. The current fare rates 1. To procure and/or make advertising boards Procurement and/or making of advertising boards or in force have been adjusted on 3 July 2012, which will be media in all 18 stations and for all 19 trains (MRT metro), in force until 2 July 2014. comprising advertising media of various forms and sizes, e.g., light boxes, sticker media, platform billboard, as Revenue from Commercial Development well as advertising media via the Passenger Information Besides revenue from fares, the Company also generates Display Systems (PIDs), to display the still and animation revenue from commercial development, which can be divided pictures, audio, messages on the PID screen, installed into two groups as follows:

48 Bangkok Metro Public Company Limited


in 18 stations, totalling 265 screens, and in 19 trains, 3. To provide service and maintenance of telecommunications system equipment totalling 342 screens. 2. To lease retail spaces in stations Provision of service and maintenance of telecommunications Lease of retail spaces in 11 MRT stations, comprising system equipment, particularly mobile phone network, Khlong Toei Station, Queen Sirikit National Convention inside the metro stations and tunnels, as well as HiCentre Station, Sukhumvit Station, Phetchaburi Station, speed Internet and the Wi-Fi services in the future. In Phra Ram 9 Station, Thailand Cultural Centre Station, 2012, BMN already upgraded the telecommunications Ratchadaphisek Station, Lat Phrao Station, Phahon signal systems in the metro stations and tunnels to 3G Yothin Station, Chatuchak Park Station and Kamphaeng which would give rise to a sustainable growth of revenue Phet Station, and spaces in the basement level of the Lat in the long run. Phrao park and ride facility, covering the total commercial lease spaces of approximately 14,236 square metres Shareholding Structure (spaces for retail shops and sale promotions). To date, As at 31 December 2012 the retail shops are opened in four stations, namely, Sukhumvit Station, Phahon Yothin Station, Chatuchak Bangkok Metro Public Company Limited Park Station and Kamphaeng Phet Station. In 2013, Paid-up capital of Baht million it is expected to open the retail shops in another three stations, namely, Phra Ram 9 Station, Thailand Cultural shareholding of Centre Station, and Queen Sirikit National Convention Centre Station. Bangkok Metro Networks Limited

11,950

65.19%

Paid-up capital of

Baht 254 million

·ÊÛÊÓÚʸÙ×ÚÈÙÚ×ÊÔËÙÍʨÔÒÕÆÓÞõج×ÔÚÕ

The revenue of the Company and its Subsidiary in 2011 and 2012 is as follows: Operated by

Revenue from MRT operations Revenue from advertising media services Revenue from telecommunications services Revenue from retail space leases Revenue from ATM and public telephone services Revenue from other commercial development Other income /1 Total Notes:

The Company The Subsidiary The Subsidiary The Subsidiary The Company The Company The Company and its Subsidiary

(Unit: million Baht)

Shareholding percentage of the Company

Revenue

%

Revenue

%

65.19 65.19 65.19 -

1,979.35 188.14 58.32 16.58 25.51

86.78 8.25 2.56 0.73 1.12

1,645.87 158.97 53.43 16.89 23.34

86.48 8.35 2.81 0.89 1.23

-

2.22 10.62

0.10 0.46

0.99 3.72

0.05 0.19

2012

2011

2,280.74 100.00

1,903.21 100.00

/1

Other income in 2011 comprised interest income in the amount of Baht 0.84 million and other income in the amount of Baht 2.88 million. Other income in 2012 comprised gain on exchange rate in the amount of Baht 2.64 million and revenue from other services in the amount of Baht 7.98 million.

49 Annual Report 2012


10.3 Procurement of Products and Services the Companyâ&#x20AC;&#x2122;s team is able to procure the M&E Equipment on its own.

(1) Management of the MRT Project The Company engaged Joint Venture CKET as the project manager for the MRT project (Project Manager) (from August 2000 to July 2009) to manage technical operations, such as, procurement of the M&E Equipment as ordered from manufacturers and liaison with contractors and relevant authorities regarding the installation of the M&E Equipment. Joint Venture CKET is a joint venture between CH. Karnchang Public Company Limited and Expert Transport Company Limited (an affiliate of CH. Karnchang Public Company Limited Group, the major shareholder of the &RPSDQ\ 8SRQH[SLUDWLRQRIWKHHQJDJHPHQWDJUHHPHQW of CKET for project management, the Company was able to efficiently administer and manage the MRT Project, as well as improving and developing the efficient service provision on its own. (2) Procurement and Maintenance of the M&E Equipment The Company engaged Lincas and Siemens, one of the worldâ&#x20AC;&#x2122;s largest modern electric train manufacturers and developers of railway systems from Germany, to manufacture the M&E Equipment. Lincas and Siemens are responsible for the design, manufacture, supply, installation, testing and commissioning of the M&E Equipment, comprising the rolling stocks, power supply system, signalling and communication system, automatic fare collection, platform screen doors, maintenance equipment, signage and signals, as well as responsible for proposing train operation plans, the Companyâ&#x20AC;&#x2122;s management structure, recruitment plan, and all requirements relating to train operations by way of training for every level of the Companyâ&#x20AC;&#x2122;s staff to have knowledge and skills in administration of the train operations, and engaging Siemens as a contractor for maintaining the M&E Equipment for a period of 10 years (July 2004 to July 2014). Subsequently, the Company was able to develop the body of knowledge in respect of the procurement of the M&E Equipment, by way of learning from experience and participation as a member in the international federations RISXEOLFWUDQVSRUWRSHUDWRUVVXFKDV8,73$37$129$ Group of Metros, as well as learning from Lloydâ&#x20AC;&#x2122;s Register Rail, a highly experienced consultant in respect of the mass rapid transit system by the metro in overseas. At present,

50 Bangkok Metro Public Company Limited

M&E Equipment and Components of the Metro

These can be divided into two parts: civil infrastructure operated by the MRTA, and the M&E Equipment operated by the Company, as follows: Civil Infrastructure Operated by the MRTA

(2.1) Stations All stations of the metro are supported by reinforced concrete structures which are 15-25 metres beneath the road surface. Each station has different levels and areas depending on the depth of the station. There are three kinds of platforms, namely, central platform, side platform, and stack platform. Each station has a control room for the control, observation and monitoring of any malfunctions within the station. (2.2) Tunnels 8QGHUJURXQGWXQQHOVDUHVXSSRUWHGE\UHLQIRUFHGFRQFUHWH structures designed to be flexible and water-resistant. The inner diameter is 5.7 metres, thickness is 30 centimetres and outer diameter is 6.3 metres. It is a two single tunnel system equipped with running rails, power rails, maintenance walkways, tunnel ventilation system, underplatform exhaust and heat detector systems for the maximum safety for the train operations inside the tunnels. (2.3) Ventilation System Stations and tunnels have a ventilation system installed with ventilation fans on either side of the station and within the tunnel for the safety of passengers. Fans control the temperature and condition inside the stations and tunnels. (2.4) Rails/Tracks There are two types of tracks, running rails and power rails or third rails, as follows: - Running rails are double rails with 1.435 metres width (standard gauge) and railway tracks are laid and directly fixed to the track base, which is made of a reinforced concrete structure between Hua Lamphong and Bang Sue; railway sleepers are used in the depot as is the case of the State Railway of Thailand. - Power rails or third rails are laid parallel to either side of the running rails in order to connect electricity from the source to the train, while the double running rails act as an electric conductor back to the source.


M&E Equipment Operated by the Company

(2.5) Rolling Stocks The Company has ordered 19 trains from Siemens, the worldâ&#x20AC;&#x2122;s leading electric train manufacturer and assembler. The rolling stocks are made of robust and durable stainless steel with modern style and would have a service life of approximately 30 years. Each train consists of three carriages with a total of approximately 70-metre long, and can carry up to 900 passengers with the transferring capacity of 40,000 passengers per hour per direction.

1) Tickets are divided into two types: single journey tokens for a single trip, and stored value cards, which are contactless smart cards for multiple journeys, suitable for regular passengers. 2) Token Vending Machines (TVM) TVMs are located on the concourse level and issue only single journey tokens. 3) Ticketing Offices Ticketing offices are manned by officers and equipped with machines for issuing both tokens and stored value cards of all types. 4) Automatic Gates The system is referred as a â&#x20AC;&#x153;contactlessâ&#x20AC;? system. Passengers enter or exit the system by using the ticket (token or stored value card) across the card readers located on the top of the automatic gates within 10 centimetres, without any contact required to open the gate.

(2.6) Signalling and Communication System A good signalling and communication system is necessary for safe, fast, reliable and punctual train operations and is considered as an important factor of train management. The control centre is located in the depot. Train operations are automatic computer system supervised by engineers. In the stations, a radio communication system with direct phone lines is used for officers to communicate so that passengers can immediately notify an emergency to the officers. In case of any emergency, the automatic broadcasting system will (2.9) Platform Screen Doors (PSD) start to provide relevant information and direct the way out Glass PSDs spanning from the floor to the ceiling are installed of the station. along the length of the platforms, between the platform and the train. This is for the safety of passengers while entering (2.7) Supervisory Control and Data Acquisition System and leaving the train so as to prevent any accident from (SCADA) and Closed Circuit Television passengers falling from the platforms or injury from the train Monitoring and supervision of the functions of the main docking at the stations, as well as helping saving energy equipment inside the stations and tunnels, such as, the fire in respect of the air-conditioning system and minimising alarm system, cooling system, elevators and escalators, noise pollution. power supply system within the station and power supply system for the locomotive system, tunnel lighting system (2.10) Power Supply and ventilation system in the tunnels, are carried out by the The power supply is designed in accordance with international SCADA installed at the operation control centre. In case of standards for safety and reliability in the supply of power to all any malfunction, an alarm will start immediately to notify the electrical equipment, such as, sub-stations and transformers, officers in charge to rapidly and promptly check such system. which are necessary for supplying power to the train and in Closed circuit televisions are installed in various important the stations and the tunnels. The system is designed based spots inside the stations to monitor for safety and playback mainly on safety and continuity of services. to identify any incident. The closed circuit televisions are also installed in the train operator cabin to monitor passengers (2.11) Depot Building and Central Control Centre entering and leaving trains while docked at the stations to The depot consists of the depot building, operation control ensure safety before closing the doors. centre building, rolling stock parking area, training centre and administration building and is located on a total area (2.8) Automatic Fare Collection System (AFC) of approximately 300 rai on Rama IX Road, close to the The AFC consists of tickets, token vending machines, Thailand Cultural Centre Station, owned by the MRTA while ticketing offices and automatic gates, with the following the Company has the right to use the same throughout the characteristics: Concession period.

51 Annual Report 2012


The operation control centre is located in the same area as the depot. This centre is the most important component of the operation control system, namely, to control and direct every station and every train to ensure safe, rapid and punctual operations. In case of any force majeure preventing the functioning of this operation control centre, another back-up operation control centre located at the depot would control and direct the operation as normal. Design of the Metro System for Flood Prevention The structures of the Metro system are designed to prevent flood, as follows: 1. Station Structure - The structure of the entrance-exit of stations is designed to raise the level of entrance-exit staircases of stations and the entrance-exit of the ventilation building at an average height of 1.2 metres above the pavement level or approximately 2 metres above sea level. - In case of flood, the highest flood level is 2.5 metres above sea level (highest record in 200 years) or approximately 1.7 metres above the pavement level, which will be higher than the height of the entranceexit staircases and the entrance-exit of the ventilation building by approximately 0.5 metre. In order to prevent water from flooding into stations and tunnels, the flood prevention equipment (Stop Log, Flood Board) with a height of 1.5 metres can be installed on the entranceexit staircases and the entrance-exit of the ventilation building as an additional measure. Therefore, the designed flood prevention system would prevent water at the level of one metre higher than the highest record in 200 years. 2. Structures of Depot and Operation Control Centre - The depot approach is 3 metres above the ground level. - The depot is situated on the elevated piles at 3 metres above the ground level.

52 Bangkok Metro Public Company Limited

3. Flood Prevention Equipment - There are Stop Log and Flood Board available for installation at every entrance-exit. - The Flood Gates can be installed at stations connected with building at the underground level. 4. Water Pumping and Drainage Systems - There are water tanks inside each station, underneath the escalator and underneath the platform, for storing and pumping water out through the BMA drainage system. - At the depot approach, rainwater will pour down to the tank in front of the depot approach, which will then be pumped up to the BMA drainage system. - Along the tunnel line, there are ditches and drainage system for any water leakage flowing to the water tank at the centre of the tunnel or in the air ventilation shaft, where water will be pumped up to the BMA drainage system. - The end of the drainage system is designed to be located at a high level with a system to prevent any reverse flow of water. In addition, the Metro system has the systems for water level inspection and notification. The Operation Control Centre can monitor the operating status of the water pump and the unusually high water level in the water tanks, which will be alarmed via the SCADA system. Moreover, the Company has action plans to cope with an emergency situation in case of flood which may affect the Metro service provision by preparing a plan to handle the possible flooding, and the action plans for all relevant units, namely, station staff, train operators, engineering and maintenance section, Operation Control Centre, and supporting units, namely, security staff, train operation supporting section, public relations, etc.


Types of Tickets Available at Stations, Ticketing Channels and Fare Rates Types

Forms

Types of Customers

Minimum Value at First Issue

1. Single Journey Token

Adults and with discount for children and elderly for one journey

Distance-based

2. Adult Pass /1

General public

Baht 230

- Children aged up to 14 years with a height of 91-120 cm. - Elderly aged 60 years or older Student aged up to 23 years inclusive

Baht 230

›²–¤›¹††¦˜²Æ¨Âœ$'8/7

3. Child/Elder Pass /1 ›²–¤¾•Åƒºn«º‰®³£¹&+,/'(/'(5

4. Student Pass /1

Baht 230

›²–¤š²ƒ¾¤¶£šš²ƒ©·ƒª³678'(17

5. 1 Day Pass ›²–¤¨²š21('$<3$66

6. 3 Days Pass ›²–¤¨²š'$<3$66

7. 30 Days Pass ›²–¤¨²š'$<3$66

Notes:

8QOLPLWHGQXPEHURIMRXUQH\VDQG distance within one day from first use, which cannot be topped up or refunded 8QOLPLWHGQXPEHURIMRXUQH\VDQG distance within three days from first use, which cannot be topped up or refunded 8QOLPLWHGQXPEHURIMRXUQH\VDQG distance within 30 days from first use, which cannot be topped up or refunded

Baht 120

Baht 230

Baht 1,400

1/

The stored value cards comprise Baht 150 for fares, Baht 50 for card deposit, and Baht 30 for issuance fee. The cards can be topped up at Ticketing Office. The cards will be invalid upon a lapse of two years after last use.

53 Annual Report 2012


Ticketing Channels

1. Token Vending Machine (TVM) issues single journey tokens for adults for single trip. 2. Ticketing Office (TO) issues single journey tokens for adults, single journey tokens for children/elderly for single trip and also issues stored value cards for multiple journeys, e.g., Adult Pass, Child/Elder Pass, Student Pass, 1 Day Pass, 3 Days Pass and 30 Days Pass. The MRT passengers may pay fares via credit cards at the Ticketing Office of each station in order to add more channels of fare payment, provided that the minimum payment via credit card is Baht 300.

Fare Rates based on the number of stations and the type of ticket From 3 July 2012-2 July 2014

Unit : Baht

(No. of Travelled Station)

0-1

2

3

4

5

6

7

8

9

10

11

12-17

Stored Adult Value Card Student /1 (discount 10%)

16 14

18 16

20 18

22 20

25 23

27 24

29 26

31 28

34 31

36 32

38 34

40 36

Child /2 / Elder /3 (discount 50%) Adult Child /2 / Elder /3 (discount 50%)

8

9

10

11

13

14

15

16

17

18

19

20

16 8

18 9

20 10

22 11

25 13

27 14

29 15

31 16

34 17

36 18

38 19

40 20

Single Journey Token Notes:

The Company sets out the MRT special fare rates for child, elder and student, as follows: Student refers to a person aged not older than 23 years and/or not reaching his/her 23rd birthday anniversary, under an educational institution; 2/ Child refers to a person aged not older than 14 years and/or not reaching his/her 14th birthday anniversary, with a height of 91-120 cm.; 3/ Elder refers to a person aged 65 years or older and/or reaching his/her 65th birthday anniversary. Additional Benefits:   w$SHUVRQDJHGQRWROGHUWKDQ\HDUVDQGRUQRWUHDFKLQJKLVKHUth birthday anniversary, with a height of not exceeding 90 cm. is exempted from fare;   w$SHUVRQDJHG\HDUVRUROGHUDQGRUUHDFKLQJKLVKHUth birthday anniversary will be granted a discount on fare like an elder;   w$SHUVRQKROGLQJWKH,'&DUGIRU3HUVRQZLWK'LVDELOLWLHVLVVXHGE\WKH1DWLRQDO2IILFHIRU(PSRZHUPHQWRI3HUVRQVZLWK'LVDELOLWLHVLVH[HPSWHGIURPIDUH 1/

54 Bangkok Metro Public Company Limited


Common Ticketing System Development Given the government sectorâ&#x20AC;&#x2122;s Mass Rapid Transit Master Plan in Bangkok Metropolitan and Surrounding Areas, the policy to require the common ticketing system development has been set out for enabling passengers to use only one ticket for travelling by the mass rapid transit system in Bangkok and surrounding areas, by the metros, buses, express boats, including use of such ticket beyond the mass transit sector, such as, restaurants, convenience stores, etc.

(3) Connections and Park and Ride At present, the MRT System provides an underground connection between Chamchuri Square (residence, office tower and entertainment complex and education centre) with 6DP<DQ6WDWLRQDQDWJUDGHFRQQHFWLRQEHWZHHQ8QLRQ Mall and Phahon Yothin Station, and a connection between the Interchange Building 21 and Sukhumvit Station, and a direct connection between Phra Ram 9 Station and Central Plaza Grand Rama 9.

In 2009, the Company jointly implemented the common ticketing system development project, in their capacity as the mass rapid transit service providers, with Bangkok Mass Transit System Public Company Limited and Bangkok Smartcard System Company Limited, which is a company operating a business of electronic payment via the metro ticketing system, to carry out the design and determination of the new ticket standard and specifications of equipment for IDUHFROOHFWLRQV\VWHPDQGWKH)URQW(QG8SJUDGH6\VWHP The new ticket can be used for travelling by both systems, namely, the MRT and the BTS, including the standard specifications of equipment; and the standard Front End 8SJUDGH6\VWHPZLOOEHEDVHGRQE\WKHPDVVUDSLGWUDQVLW service providers or other service providers than the mass transit system sector in the future, to initiate such common ticket widely and widespread. In 2012, the Company has implemented its Automatic Fare Collection System to accommodate such common ticket for over 90% completion and it is expected that the common ticketing service will be launched to the public in 2013.

Connections and Park and Ride areas, which the MRTA administers and collects service fees for parking buildings and parking lots, will facilitate passengers to park their personal vehicles for further riding the metro to destination (Park and Ride). To date, the Park and Ride facilities are as follows:

Parking Buildings Station Thailand Cultural Centre Lat Phrao (9-storey Parking Building)

Entrance - Exit No. 2 No. 4

Parking Spaces (cars) 200 2,200

55 Annual Report 2012


Parking Areas Station Sam Yan Queen Sirikit National Convention Centre Sukhumvit Phetchaburi Thailand Cultural Centre Huai Khwang Ratchadaphisek Chatuchak Park1/ Bang Sue1/ Note:

Entrance - Exit No. 1 No. 2 No. 1 No. 1 8QGHUWKH6L5DW([SUHVVZD\ $VRNH7ROO3OD]D

No. 1 No. 2 (Ratchada Soi 6) No. 1 No. 4 Old Mo Chit Bus Terminal SRT Area

Parking Spaces (cars) 32 79 33 67 300 32 106 76 75 1,250 500

1/ ,Q&KDWXFKDN3DUN6WDWLRQDQG%DQJ6XH6WDWLRQWKHPHWURSDVVHQJHUVFDQXVHWKHSDUNLQJDUHDVRIERWKVWDWLRQVIUHHRIFKDUJH7KHODQGRI&KDWXFKDN 6WDWLRQKDVEHHQVXSSRUWHGE\WKH&URZQ3URSHUW\%XUHDXDQGWKH&RPSDQ\DQG%DQJNRN0DVV7UDQVLW6\VWHP3XEOLF&RPSDQ\/LPLWHG %76& KDYH sponsored electricity and lighting costs and security costs while the land of the parking areas of Bang Sue Station has been supported by the State Railway of Thailand (SRT).

Parking fees

w%DKWSHUWZRKRXUVIRU057SDVVHQJHUVE\SUHVHQWLQJWKHSDUNLQJVPDUWFDUGRQLWVUHDGHUDWWKHWHUPLQDOVWDWLRQ w%DKWSHUKRXUIRUQRQ057SDVVHQJHUVH[FHSW3KHWFKDEXUL6WDWLRQDQG6XNKXPYLW6WDWLRQSDUNLQJDUHDVZKLFK charge at Baht 40 per hour; w%DKWSHUPRQWKRQO\IRU057SDVVHQJHUV

The MRTA determines and collects such parking fees.

56 Bangkok Metro Public Company Limited


(4) Full Passenger Capacity of the M.R.T. Chaloem Ratchamongkhon Line Table of Full Passenger Capacity on the MRT Metro and Number of Passengers in 2011-2012 Number of Days of Service (Days) Number of Trains in Service (Trains) Full Passenger Capacity Per Day (Trips) Full Passenger Capacity of the Metro (Trips) Number of Actual Passengers of Service (Trips) 8WLOLVDWLRQ5DWH3HU)XOO3DVVHQJHU&DSDFLW\

Industrial Conditions and Competition The office of the National Economic and Social Development Board, outlined that Thailandâ&#x20AC;&#x2122;s economy in 2012 grew by 6.4%, with headline inflation at 3%. The domestic demand was a significant factor stimulating the economy from consumption and investment in the private sector for restoration of damaged property after the flood crisis in late 2011, and the industrial sectorâ&#x20AC;&#x2122;s resumption of production. In addition, the government had a policy to expedite payment of compensation to the affected people, and the restoration of infrastructure affected by such flood crisis, along with the spending stimulus measures, for example, an increase in wages and remuneration at the bachelorâ&#x20AC;&#x2122;s degree level, tax refund campaign for first-time car buyers and agricultural produce pledging scheme, etc., as well as accelerating the spending under the governmentâ&#x20AC;&#x2122;s borrowing plan. With respect to Thailandâ&#x20AC;&#x2122;s economy in 2013, according to the office of the National Economic and Social Development Board, it is expected to continuously expand by 4.5%-5.5% The main driving factor is from the governmentâ&#x20AC;&#x2122;s demand and demand from overseas which is likely to grow. The supporting factors are from the disbursement under the longterm water management plan of the government sector, in the total amount of Baht 3.5 hundred billion which would start more investment in 2013, as well as the global economic recovery, despite certain risks. However, the demand of the private sector tends to slow down, after the highly accelerated consumption and investment for restoration after the flood crisis earlier last year. With respect to the domestic stability, it is expected that the headline inflation in 2013 would be

2011

2012

365 19 336,680 122,888,200 69,098,306 56.23%

366 19 336,680 123,224,880 80,602,327 65.41%

around 2.5 %-3.5% subject to the oil demand in the global market which tends to increase in line with the economic growth in Asia. The global oil price fluctuations in 2012 were due to the supply concern and the anticipated measures stimulating financial policy which might result in an improved economic growth and an increased oil demand in the global market. In the fourth quarter of 2012, the price of petroleum products, ERWKEHQ]HQHDQGGLHVHOZDVDURXQG86'SHU barrel, thereby accounting for the domestic retail oil prices of Baht 43.75 per litre for benzene 91, and Baht 29.79 per litre for diesel (as at 25 December 2012). The domestic retail oil prices tends to fluctuate based on the increasing domestic oil demand as a result of the governmentâ&#x20AC;&#x2122;s tax refund campaign for first-time car buyers. In 2012, there was a total of 1,436,335 brand new cars, which rose from 2011 by 80.90%, particularly in Bangkok during the first ten-month period of 2012, there was a total of 296,553 brand new cars, thereby resulting in more traffic congestion on main roads, slowing down the car speed and spending longer commute time by approximately 30 minutes to one hour. At the same time, the government solved the traffic problem in Bangkok by maintaining the measures relating to the mass transit system, e.g., measure for reduction of travelling expenses by public bus, implemented by Bangkok Mass Transit Authority, and by train, implemented by the State Railway of Thailand. In this regard, the public sector absorbed such expenses in the provision of 800 normal buses per day in 73 routes, 164 third-class trains per day for

57 Annual Report 2012


social service, and 8 third-class trains per day for commercial service (speed train), free of charge; and the policy on trial fare collection of the Airport Rail Link at a flat rate of Baht 20 throughout the route during 11:00-14:00 hours for three months. Although such policy may give rise to negative impact on the decreased number of passengers due to the change in the commuting behaviour to use personal cars; however, due to more traffic congestion, some people choose to use the MRT service which is convenient, rapid, reliable and punctual. The negative impact on the price competition of the MRT system against public buses and trains is expected to be minimal. On the contrary, the fare exemption of buses and trains did help render the cost of feeder to the MRT system to be lower, and would increase chances to use the MRT system. The development of the mass rapid transit system network which is expected to increase the number of the MRT passengers includes BTS Silom Line Extension Project, Taksin-Phet Kasem Section, for two stations, namely, Pho Nimit Station and Talat Phlu Station, to be opened for trial run during 5 December 2012-15 May 2013, which were postponed until January 2013; and the remaining two stations, namely, Wutthakat Station and Bang Wa Station, to be completed and opened for service on 12 August 2013, which remained unchanged; and the Light Red Line Railway Project, Bang Sue-Taling Chan Section, for a distance of 15.3 kilometres, was opened for trial run during 8 September-30 November 2012 for four trips per day (round trip) by diesel railcars in order to inspect the rail condition and systems relating to train operation, which was scheduled for temporary service on 5 December 2012.

58 Bangkok Metro Public Company Limited

The real estate growth factor around the MRT routes remains positive towards the metro service, as evidenced by the launch events of several new real estate projects around the MRT routes, taking advantage of the convenience factor in terms of locations adjacent to the MRT routes as its selling point, particularly six stations through Asoke-Ratchada Road, e.g., Ratchadaphisek Station, Sutthisan Station, Huai Khwang Station, Phra Ram 9 Station, Phetchaburi Station and Sukhumvit Station. In 2012, there were eight condominium projects with 5,468 units which have been launched; and in 2013, condominium projects are still thriving, particularly in potential areas around the MRT routes, and more than 14 condominium projects are expected to launch in 2013. In addition, other potential real estate projects, for example, two department stores, two hotels and a large office building, are expected to launch. The overall surroundings still serve to support the MRT service, especially an increase in real estate projects around the routes, which is considered as a key factor to the demand for continued increase in travel volume, in conjunction with the concrete results of the development of the mass rapid transit system network in 2012, and the extension plans by the public sector which become more clear, in respect of both the construction of the Purple Line Project, Bang Sue-Bang Yai Section, and the Commuter Train System Project, Red Line, Bang Sue-Taling Chan Section, and the Blue Line Extension, Bang Sue-Tha Phra Section, and Hua Lamphong-Bang Khae Section, which help increase the number of passengers in the MRT system continuously, and which has a potential growth in the future.


Progress of Development of the Mass Rapid Transit System Ă&#x17D;Ă&#x201C;Ă&#x2020;Ă&#x2C6;Ă&#x2C6;Ă&#x201D;Ă&#x2014;Ă&#x2030;Ă&#x2020;Ă&#x201C;Ă&#x2C6;Ă&#x160;Ă&#x153;Ă&#x17D;Ă&#x2122;Ă?Ă&#x2122;Ă?Ă&#x160;ÂŹĂ&#x201D;Ă&#x203A;Ă&#x160;Ă&#x2014;Ă&#x201C;Ă&#x2019;Ă&#x160;Ă&#x201C;Ă&#x2122;ĂľĂ&#x2DC;ÂľĂ&#x201D;Ă&#x2018;Ă&#x17D;Ă&#x2C6;Ă&#x17E; Project Red Line (North-South)

Light Red Line (West-East)

Light Red Line (West-East)

Purple Line (Bang Yai-Bang Sue)

Blue Line Green Line

Light Green Line Orange Line Sources:

Current Status of Project Bang Sue-Rang Sit, with a distance of 26.3 kilometres - The State Railway of Thailand is proceeding with the following: Contract 1:&LYLO:RUNIRU%DQJ6XH6WDWLRQDQG'HSRWWKH657KDVH[HFXWHGWKHDJUHHPHQWIRUHQJDJHPHQWRI68-RLQW 9HQWXUH 6LQR7KDL(QJLQHHULQJ &RQVWUXFWLRQ3XEOLF&RPSDQ\/LPLWHGDQG8QLTXH(QJLQHHULQJDQG&RQVWUXFWLRQ Public Company Limited) on 18 January 2013; Contract 2: Civil Work for Bang Sue-Rang Sit Section, the SRT has executed the agreement for engagement of Italian-Thai Development Public Company Limited on 31 January 2013; Contract 3: M&E System, including supply of carriages, is pending the consideration of the SRTâ&#x20AC;&#x2122;s Board of Directors in respect of the interpretation and decision on issues regarding compliance with the Procurement Regulations. Bang Sue-Taling Chan, with a distance of 15.3 kilometres 7KH6WDWH5DLOZD\RI7KDLODQGHQJDJHG8QLTXH&KXQ:R-RLQW9HQWXUHWRFDUU\RXWWKHFRQVWUXFWLRQ7KHFRQVWUXFWLRQLV completed. - The project was opened for trial run during 8 September to 30 November 2012 for four trips per day (round trip) by diesel railcars in order to inspect the rail condition and systems relating to train operation. - It was opened for temporary service on 5 December 2012. Taling Chan - Siriraj, with a distance of 15.3 kilometres - The State Railway of Thailand engaged TEAM Consulting Engineering and Management Co., Ltd. as consultant to survey, design and prepare the bidding documents for the Commuter Train System (Red Line) Project, Taling Chan-Siriraj Section, on 27 April 2012. The consultant started the service since 28 April 2012. - The consultant submitted an Interim Report on 26 July 2012 and held a public meeting No. 1 on 8 August 2012. - The consultant submitted the Final Report, together with bidding documents and EIA Report, on 24 October 2012. - It is pending the review and revision for completion. Bang Yai-Bang Sue, with a distance of 23 kilometres - The civil work construction of the contractors of three Contracts, namely, Contract 1 (Tao Poon-Nonthaburi) operated by CKTC; Contract 2 (Phra Nang Klao-Bang Yai) operated by STEC; and Contract 3 (Depot and Park & Ride Facilities) operated by PAR JV, progressed approximately 53.58% (as at 31 December 2012). - The bidding for Contract 4 for the train operator of the Purple Line on a PPP Gross Cost basis is pending price negotiation with BMCL which proposed the lowest price. - As for trackwork of Contract 6, the MRTA executed the agreement for civil work construction, Contract 6 (trackwork) with ItalianThai Development Public Company Limited on 4 October 2012. Bang Sue-Tha Phra and Hua Lamphong-Bang Khae, with a distance of 27 kilometres - The construction of the civil work by the contractor progressed approximately 28.18%, which was behind schedule by 6.79% (as at 31 December 2012). Mo Chit-Saphan Mai, with a distance of 11.9 kilometres - The design revision is completed and passes the EIA. It is pending submission to the Council of Ministers for bidding which is scheduled for completion in April 2017. Bearing-Samut Prakan, with a distance of 13 kilometres - The construction of the civil work by the contractor progressed approximately 4.72%, which was behind schedule by 1.40% (as at 31 December 2012). - The price proposal for Contract 2 (trackwork) has been opened, in respect of which CH. Karnchang Public Company Limited proposed the lowest price. Wong Wien Yai-Bang Wa, with a distance of 5.3 kilometres - On 5 December 2012, BTS Silom Line Extension Project, Wongwian Yai - Bang Wa Section, has been opened for trial run for two stations, namely, Pho Nimit Station and Talat Phlu Station. Taling Chan-Min Buri - It is pending the project feasibility study and environmental impact analysis.

www.railway.co.th, www.mrta-purpleline.com, www.bts.co.th, www.bkkmrt.comDQGRWKHUVRXUFHVFROOHFWHGE\%DQJNRN0HWUR3XEOLF&RPSDQ\/LPLWHG

59 59 Annual Report 2012


The Company’s policy on the provision of service for the extensions The Company, as a rail mass rapid transit service provider, intends to bid for the operation of the metro extensions in accordance with the government’s policy. As for the operation of the Purple Line extension, the Council of Ministers resolved to grant approval for the private sector to jointly invest in the Purple Line Project on a PPP Gross Cost basis, namely, the government sector shall invest in all civil work costs and the private sector shall invest in cost of metro electricity system and rolling stocks, including administration of train operation and maintenance. In this regard, the government shall be entitled to collect fare revenue and commercial revenue from the use of all civil infrastructure and the M&E Systems and shall return to the private sector in the form of service fees for train operation and maintenance and the M&E Systems. The MRTA invited private sector for joint investment in Contract 4 or Contract for Supply of M&E Systems and O&M Services to the MRT Purple Line Project, Bang Yai-Bang Sue Section. On 2 October 2012, the MRTA issued a letter No. MRTA 007 (KhorGorGor.)/29 notifying that the committee for selection of private entity to invest in the M&E Systems and operation of the MRT Purple Line Project, Bang YaiBang Sue Section, had completed its selection, whereby the Company proposed the lowest price. The MRTA is in the process of submission of the selection and negotiation results to the Council of Ministers for consideration in accordance with the procedures pursuant to Section 21 of the Act on 3ULYDWH3DUWLFLSDWLRQLQ6WDWH8QGHUWDNLQJ%(   for granting approval for the MRTA to further execute the Concession Agreement with the Company.

60 Bangkok Metro Public Company Limited

The Company’s execution of the Agreement for the MRT Purple Line Project, Bang Yai-Rat Burana, Bang Yai-Bang Sue Section, Contract 4: Concession for Supply of M&E Systems and O&M Services (Khlong Bang Phai Station-Tao Poon Station) with the MRTA will result in positive impacts on the Company in various aspects, namely, the Company will generate revenue from operation of the O&M Services of the MRT Purple Line Project in addition to its business operation of the existing MRT Blue Line Project; and the execution of the Concession Agreement for the MRT Purple Line Project for a concession period of 30 years will enable the Company to continue its ongoing business operation until 2042. In this regard, the MRT Blue Line Project, Hua Lamphong-Bang Sue Section, currently operated by the Company, will end in 2029. In addition, the MRT Purple Line Project connects to the MRT Blue Line Project at Tao Poon Station which will increase the number of passengers for the MRT Blue Line Project. The concession on a PPP Gross Cost basis will help reduce risks for the Company due to uncertainty of the number of passengers and revenue in the future, and enable the Company to clearly calculate costs, risks and returns on investment. Since the Company has experience in this business both in terms of administration of train operations and signalling system, and has the skilled team and personnel, facilities and public utilities, including the Depot Building, Central Control Centre, Administrative Building, to accommodate the future extension projects, the Company intends to bid for the administration of train operation and maintenance of the metro extensions under the government’s policy, especially the Blue Line Extension, due to its advantage of preparation period, costs of investment and costs of administration relatively lower than other operators.


11. Mass Rapid Transit Master Plan in Bangkok Metropolitan Region

The government stated its policies to the Parliament on 23 August 2011 in respect of the policies on basic infrastructure, rail mass rapid transit system development, and logistics system and service management. Ten lines of the rail mass rapid transit projects in Bangkok Metropolitan Region would be accelerated to commence all construction works within four years (2011-2015). These projects, for a total distance of 410 kilometres, will be opened for service within 2019, with more extensions for a distance of 54 kilometres after 2019. Ten lines of the rail mass rapid transit projects, for a distance of 464 kilometres, comprise the routes and the responsible agencies, as follows:

Projects

1. Red Line 7KDPPDVDW8QLYHUVLW\ Rangsit Campus-Mahachai) 2. Light Red Line (Salaya-Hua Mak) 3. Airport Rail Link (Don Mueang Airport-Suvarnabhumi Airport) 4. Green Line (Lam Luk Ka-Bang Pu) 5. Light Green Line (Yotse-Bang Wa) 6. Blue Line (Bang Sue-Hua Lamphong-Tha PhraPhutthamonthon Sai 4) 7. Purple Line (Bang Yai - Rat Burana) 8. Orange Line (Charan Sanit Wong-Min Buri) 9. Pink Line (Khae Rai-Min Buri) 10. Yellow Line (Lat Phrao-Sam Rong) Total

Distance (Km.)

80.8

Routes

Responsible Agencies

connecting the outskirt areas to Bangkok in the North-South line

SRT

connecting the outskirt areas to Bangkok in the West-East line

SRT

50.3

connecting between the two airports

SRT

66.5

connecting the North-East, around Phahon Yothin Road and Sukhumvit Road under the responsibility of BMA

MRTA

connecting the Chaloem Ratchamongkhon Line to form a ring network to the inner areas of Bangkok

MRTA

42.8

main route connecting the North-South

MRTA

32.5

main route connecting the East-West of Bangkok

MRTA

connecting the North-East and Government Center on Chaeng Wattana Road connecting Lat Phrao Road and the East of Bangkok

MRTA

54

15.5 55

36 30.4

BMA

MRTA

464

61 Annual Report 2012


The Rail Mass Rapid Transit System Network of Ten Lines for the Future

62 Bangkok Metro Public Company Limited


12. Capital Structure 12.1 Securities of the Company

As at 31 December 2012, the Company has the registered capital of Baht 11,950 million, divided into 11,950 million ordinary shares, with par value of Baht 1 each, as well as issued and paid-up capital of Baht 11,950 million.

12.2 Shareholders of the Company

The table below shows the top ten shareholders of the Company as at October 29, 2012. Name

1. Mass Rapid Transit Authority of Thailand 2. CH. Karnchang Public Company Limited 3. Bangkok Expressway Public Company Limited 4. Hicrete Products & Technology Co., Ltd. 5. Krung Thai Bank Public Company Limited 6. Syntec Construction Public Company Limited 7. Mahasiri Siam Company Limited 8. Natural Park Public Company Limited 82%.D\+LDQ +RQJ.RQJ /LPLWHGx&OLHQW$& 10. Nomura Securities Co.,Ltd

Number of Shares (shares)

2,987,500,000 2,940,999,916 1,357,057,307 969,558,252 471,250,000 367,830,858 352,420,136 320,260,000 293,143,400 100,000,000

Percentage

25.00 24.61 11.36 8.11 3.94 3.08 2.95 2.68 2.45 0.84

12.3 Dividend Policy

The Board of Directors of the Company has a policy to pay dividends at the rate of approximately 40% of its net profits after deduction of all reserves as required by law and as required under the Onshore Facilities Agreement, in particular after reserving funds for the repayment of the principal and interest for a period of six months. As the Company has incurred losses during the initial years of revenue service and has had accumulated losses, it is thus not able to pay dividends to its shareholders. The Company’s Subsidiaries have policy to pay dividends at the rate of approximately 40% of net profits after deduction of all reserves as required by law and pursuant to the Onshore Facilities Agreement. The Board of Directors of the Company will consider and propose the dividend payments to the Subsidiaries’ boards of directors for consideration and further submission to their shareholders’ meetings for approval, subject to the Subsidiaries’ investment plans, requirements and other justifications which their boards of directors deem appropriate.

63 Annual Report 2012


13. Management Structure 13.1 Management Structure

The management structure of the Company comprises five committees, namely, the Board of Directors, the Executive Committee, the Audit Committee, the Nomination and Remuneration Committee, and the Risk Management Committee, as follows:

Board of Directors Nomination and Remuneration Committee Risk Management Commitee

Audit Committee Executive Committee

President

Safety and Quality Department

Operations Group

Corporate Secretary

Finance Group

Office of the Internal Audit

Marketing Group

Management Group

Train Operations Division

Accounting and Finance Division

Marketing and Services Development Division

Administration and Information Technology Division

Dngineering and Maintenance Division

Business Development Division

Public Relations and Corporate Affairs Division

Office of the President

Project Management Division

64 Bangkok Metro Public Company Limited

Office of the Human Resources


A. Board of Directors

As at 31 December 2012, the Board of Directors of the Company comprised 11 directors as follows: Name

1. Mr. Plew Trivisvavet 2. Mr. Supong Chayutsahakij 3. General Chetta Thanajaro 4. Mr. Vitoon Tejatussanasoontorn /1 5. Lieutenant General Surat Sumrith 6. Mrs. Vallapa Assakul 7. Dr. Sombat Kitjalaksana 8. Mrs. Kritaya Sumitanant /2 9. Miss Dachanee Euarchukiat /3 10. Mr. Werapong Suppasedsak /4 0U&KDLZDW8WDLZDQ Notes:

Position

Chairman of the Board of Directors Vice Chairman of the Board of Directors Chairman of the Audit Committee and Independent Director Audit Committee Member and Independent Director Audit Committee Member and Independent Director Independent Director Director Director Director Director Director

/1

The Audit Committee member who has adequate knowledge and experience to review creditability of the financial statements. Appointed by the resolution of the Board of Directorsâ&#x20AC;&#x2122; Meeting No. 3/2012, held on 8 May 2012 in replacement of Mr. Anukool Tuntimas who resigned from his office as director since 8 May 2012. /3 $SSRLQWHGE\WKHUHVROXWLRQRIWKH%RDUGRI'LUHFWRUVt0HHWLQJ1RKHOGRQ0D\LQUHSODFHPHQWRI0U3RQJSDQX6YHWDUXQGUDZKRUHVLJQHG from his office as director since 30 April 2012. /4 Appointed by the Board of Directorsâ&#x20AC;&#x2122; Meeting No. 5/2012, held on 11 October 2012 in replacement of Mrs. Nongnutch Thienpaitoon who resigned from her office as director since 18 September 2012. /2

Miss Sutida Sangprueksa, as the Director of the Office of the President, shall be the Company Secretary, and the Office of the President shall be a supporting agency by performing duties in taking care of the activities of the Board of Directors, recording the minutes of the meetings, and duly and completely keeping the documents relating to the meetings, including providing advice on relevant legal issues and regulations. Authorized Signatory Directors The Companyâ&#x20AC;&#x2122;s authorized signatory directors are two of the following four persons, namely, Mr. Plew Trivisvavet, Mr. Supong Chayutsahakij, Mr. Sombat Kitjalaksana, and Mr. &KDLZDW8WDLZDQMRLQWO\VLJQDQGDIIL[WKH&RPSDQ\tVVHDO Independent Directors The Board of Directors of the Company currently comprises four independent directors or representing one-third of the total number of directors of the Company. The Company

specifies the qualifications of its independent directors in compliance with the notification of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, as follows:

Qualifications of the Independent Director

1. Holding shares not exceeding one percent of the total number of shares having voting rights of the Company, parent company, subsidiary, affiliated companies, major shareholder or controlling person of the Company, including the shares held by related persons; 2. Neither being nor having been a director having involvement in the management, employee, staff, advisor receiving regular salary or controlling person of the Company, its parent company, subsidiary, affiliated companies, subsidiary at the same level, major shareholder or controlling person of the Company, unless such prohibited characteristic has ended not less than two years prior to appointment, except where such independent director was

65 Annual Report 2012


a public servant or an advisor of the government sector, as major shareholder or controlling person of the Company; 3. Not being a person having relationship by blood or by registration under laws in the capacity as parent, spouse, sibling and offspring, including spouse of the offspring of any executive, major shareholder, controlling person or nominated person to be an executive or controlling person of the Company or subsidiary; 4. Having no or having business relationship with the Company, parent company, subsidiary, affiliated companies, major shareholder or controlling person of the Company in the manner which may obstruct the exercise of his/her independent discretion, and neither being nor having been a shareholder or controlling person of those who have business relationship with the Company, parent company, subsidiary, affiliated companies, major shareholder or controlling person of the Company, unless such prohibited characteristic has ended not less than two years prior to appointment. The aforesaid business relationship includes any transaction in the ordinary course of business, rental or lease of immovable property, transaction relating to assets or services, or provision or acceptance of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which cause the Company or its contractual party to be subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the Company or Baht twenty million or more, whichever is lower. Such indebtedness shall be calculated according to the calculation method of connected transaction value under the Notification of the Capital Market Supervisory Board, Re: Rules on Connected Transactions, mutatis mutandis. However, the consideration of such indebtedness shall include the indebtedness incurred during the course of one year prior

66 Bangkok Metro Public Company Limited

to commencement of business relationship with any of such person; 5. Neither being nor having been an auditor of the Company, parent company, subsidiary, affiliated companies, major shareholder or controlling person of the Company, and not being a shareholder, controlling person or partner of the audit firm which employs auditor of the Company, parent company, subsidiary, affiliated companies, major shareholder or controlling person of the Company, unless such prohibited characteristic has ended not less than two years prior to appointment; 6. Neither being nor having been any professional service provider, including legal advisor or financial advisor receiving fee more than Baht two million per year from the Company, its parent company, subsidiary, affiliated companies, major shareholder or controlling person of the Company, and not being a shareholder, controlling person or partner of such professional service provider, unless such prohibited characteristic has ended not less than two years prior to appointment; 7. Not being a director appointed of the same nature as representative of the Companyâ&#x20AC;&#x2122;s directors, major shareholder or shareholders who are related persons of any major shareholder; 8. Not operating a business as and in competition with the business of the Company or subsidiary, or not being a partner, or being a director having involvement in the management, employee, staff, advisor receiving regular salary or holding shares exceeding one percent of the total number of shares having voting rights of other companies which operate a business of the same nature as and in competition with the business of the Company or subsidiary; 9. Having no other characteristics which prevent the provision of independent opinion regarding the Companyâ&#x20AC;&#x2122;s business operations.


Roles and Duties of the Board of Directors (1) to supervise, monitor and manage the Company’s operations to ensure compliance with laws as well as the objectives and the Articles of Association of the Company and resolutions of the Company’s meetings of shareholders and to protect the interests of the Company, based on principles of good corporate governance as well as the rules and notifications of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission; (2) to set policies and strategies of the Company and to supervise, control and monitor to ensure that the management performs in compliance with such policies in an efficient and effective manner to give rise to the maximum economic value to the business and wealth to the shareholders; (3) to hold the Company’s annual ordinary general meeting of shareholders within no later than four months from the end of the Company’s financial year and extraordinary general meetings of shareholders when it deems necessary; (4) to hold the Company’s Board of Directors’ meetings quarterly, at which not less than 50% of the total number of directors must attend the meeting to form a quorum. A majority vote is required for any decision made at such a meeting and in the case of a tied vote, the chairman of the meeting will have a casting vote; (5) to consider and approve the budget for the Company’s annual investment and operations, including monitoring the utilisation of the Company’s resources; (6) to arrange for the preparation of proper, accurate and adequate financial and general significant reports to the Company’s shareholders, including confirming the review and certification of the information contained therein; (7) to establish an efficient and effective internal control system, internal audit system and risk management measures, including regularly auditing such systems and measures; (8) to consider the appointment of any sub-committees or other persons to manage the Company’s operations under the control of the Board of Directors of the Company, or to grant such authority to such persons for such period of time as the Board of Directors of the Company deems appropriate, provided that the Board of Directors of the Company may cancel, revoke, change or amend such authorities as appropriate; (9) to consider the appointment of the authorised signatory directors of the Company, including the appointment of

sub-committees as may be necessary and appropriate to operate the Company; (10) to consider and clearly specify the division of roles, duties and responsibilities among the Company’s Board of Directors, sub-committees and the management, including specifying the procedures and regularly communicating such roles, duties and responsibilities to directors, sub-committee members, the management and staff of the Company; (11) to supervise and monitor the Executive Committee to ensure compliance with the policies specified by the Board of Directors. The Executive Committee is authorised to approve any transaction that is binding on the Company worth up to Baht 50,000,000 (Baht fifty million), excluding transactions which give rise to a conflict of interest with the Company and its Subsidiary pursuant to the notification of the Securities and Exchange Commission, including transactions which require approval from the Company’s shareholders in accordance with the notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand; (12) to consider and specify the power, duties and responsibilities, procedures for the appointment, employment and removal, disciplinary actions, salary, welfare benefits, bonus, gratuities and other remuneration, including expenses and fringe benefits, of the President of the Company; (13) to consider and approve interim dividend payments to the Company’s shareholders from time to time as it deems appropriate and in accordance with the law; (14) to approve the issuance of financial instruments and any other securities by the Company, to specify the number, price, date, procedures and conditions in respect of the underwriting of such securities under the law and/or as specified by the meeting of the shareholders of the Company, including the appointment of underwriters of such securities and underwriting agents. Selection Procedures for the Directors The Nomination and Remuneration Committee will consider selecting qualified persons to act as directors and propose such persons to the Board of Directors for further submission to a meeting of the shareholders or to the Board of Directors for appointment in accordance with the Articles of Association of the Company.

67 Annual Report 2012


The Board of Directors of the Company must comprise at least five directors, of which not less than one-half must reside in Thailand. The directors must have the qualifications as specified by law and be appointed by a meeting of shareholders of the Company in accordance with the following rules and procedures:

w ODFNRITXDOLILFDWLRQVRUSRVVHVVLRQRISURKLELWHG characteristics under the laws; w UHPRYDOE\DUHVROXWLRQRIDPHHWLQJRIVKDUHKROGHUV w UHPRYDOE\DFRXUWRUGHU In case of a vacancy on the Board of Directors otherwise than by rotation, the Board of Directors shall elect any person who is qualified and not subject to prohibition under the laws as a replacement director at the following meeting of the Board of Directors, except in the case where the remaining term of office of such director is less than two months. The replacement director shall hold the office only for the remaining term of the director whom he or she replaces.

1. Each shareholder shall be entitled to one vote per share; 2. Each shareholder must use all of the votes under paragraph 1 to appoint one or more directors and may not divide such votes among candidates; 3. The number of votes received is ranked from highest to lowest and the directors will be appointed from the highest to lowest according to the number of directors to be appointed by the Company at that time. Any tied votes B. Audit Committee for the final vacancy shall be decided by a drawing of lots. As at 31 December 2012, the Companyâ&#x20AC;&#x2122;s Audit Committee comprised three members, each of whom met the Retirement from Directorship qualifications as specified by the Office of the Securities and At every annual ordinary general meeting, one-third of the Exchange Commission and relevant rules and regulations, number of directors shall vacate their office. If the number of as follows: directors is not a multiple of three, then the number nearest Name Position to one-third must retire from office. The directors to retire during the first and second years following the registration 1. General Chetta Thanajaro Chairman of the Audit Committee of the Company shall be drawn by lots. In each subsequent /1 Audit Committee Member year, the directors who have been in office for the longest 2. Mr. Vitoon Tejatussanasoontorn Audit Committee Member term shall retire. A director retiring by rotation is eligible for 3. Lieutenant General Surat Sumrith re-election. Note: /1

Other than vacancy by rotation, a director shall vacate office upon:

The Audit Committee member who has adequate knowledge and experience to review creditability of the financial statements.

w GHDWK w UHVLJQDWLRQ HIIHFWLYHIURPWKHGDWHRIWKH&RPSDQ\tV Secretary of the Audit Committee: Mr. Preecha Sudsup, Senior Manager, Office of the Internal Audit receipt of the resignation letter);

68 Bangkok Metro Public Company Limited


Roles and Duties of the Audit Committee (1) to review the Company’s financial reporting process to ensure that it is accurate and adequate; (2) to review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; (3) to review the Company’s compliance with the law on securities and exchange, the Stock Exchange’s regulations, and the laws relating to the Company’s business; (4) to consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year; (5) to review the Connected Transactions, or the transactions that may lead to conflicts of interests to ensure that they are in compliance with the laws and the Stock Exchange’s regulations, and are reasonable and for the highest benefit of the Company; (6) to prepare, and to disclose in the Company’s annual report, and audit committee’s report which must be signed by the audit committee chairman and consist of at least the following information: (a) an opinion on the accuracy, completeness and creditability of the Company’s financial report; (b) an opinion on the adequacy of the Company’s internal control system; (c) an opinion on the compliance with the law on securities and exchange, the Stock Exchange’s regulations, or the laws relating to the Company’s business; (d) an opinion on the suitability of an auditor; (e) an opinion on the transactions that may lead to conflicts of interests; (f) the number of the audit committee meetings, and the attendance of such meetings by each audit committee member; (g) an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter; and (h) other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and

(7) to perform any other act as assigned by the Company’s board of directors, with the approval of the audit committee. Selection Procedures for Independent Members of the Audit Committee The Nomination and Remuneration Committee will select persons with suitable qualifications as independent members of the Audit Committee and propose such persons to the Board of Directors of the Company for further submission to a meeting of the shareholders or the Board of Directors of the Company for appointment. Company shall have one Audit Committee, comprising at least three independent directors appointed for a period of three years each. The qualifications of the independent directors and Audit Committee members shall be in accordance with the minimum requirements as prescribed in the notifications of the SEC and the Stock Exchange of Thailand.

C. Executive Committee

As at 31 December 2012, the Company’s Executive Committee comprised four members, as follows: Name

Position

1. Mr. Plew Trivisvavet 2. Dr. Sombat Kitjalaksana 3. Mr. Supong Chayutsahakij 0U&KDLZDW8WDLZDQ

Chairman of the Executive Committee Vice Chairman of the Executive Committee Executive Committee Member Executive Committee Member

Roles and Duties of the Executive Committee (1) to set policies, appoint, specify their authorities and duties, supervise, monitor and liaise with, working groups or special working groups or management groups, including considering and approving any proposal by such working groups or management groups or special working groups; (2) to approve any proposals by working groups or management groups or any working groups for the benefits of the Company’s management and business operations under the objectives of the Company; (3) to enter into transactions binding the Company worth up to Baht 50,000,000 (Baht fifty million), but excluding transactions which give rise to a conflict of interests with the Company or its Subsidiary, pursuant to the notification of the Securities and Exchange Commission, including transactions which require approvals from

69

Annual Report 2012


the Company’s shareholders in accordance with the notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand. Such transactions include the following: a. undertaking any juristic acts which bind the Company; b. withdrawing from any bank account of the Company and applying credit with the Company’s current banks or financial institutions, including the application to open accounts and/or other forms of credit with any banks or financial institutions, as well as using the Company’s securities as security for such debts, regardless of whether registered or not; c. undertaking joint investments on behalf of the Company with individuals, juristic persons, other groups of persons under the law to proceed in accordance with the Company’s objectives, including other forms of investments, such as, share acquisitions and share swaps with other juristic persons, as it deems appropriate; d. undertaking feasibility studies of new projects as well as considering and approving projects as it deems appropriate; (4) to specify, consider and approve articles, regulations, policies on the management and business operations of the Company or any operation binding on the Company; (5 to give recommendations and advice and specify policies, powers and duties of the President, working groups, special working groups and management groups; (6) to approve, appoint, employ, remove, impose disciplinary actions, fix salaries, welfare benefits, bonuses, gratuities and other remuneration, including expenses and fringe

70 Bangkok Metro Public Company Limited

benefits of the officers or staff of the Company holding positions of division heads or higher, including the Deputy President or equivalent or the working groups, special working groups or management groups of the Company for specific purposes; (7) to perform any act as authorised by the Company’s Board of Directors from time to time; (8) to appoint persons or groups of persons to manage the Company under the control of the Executive Committee or to grant authority to such persons or groups of persons to do any acts as the Executive Committee deems appropriate and to change, amend, cancel or revoke such authorities; (9) to appoint the advisory chairperson or advisors or advisory committees to the Executive Committee as it deems appropriate and to fix the remuneration, allowance, welfare benefits, fringe benefits and other expenses of such appointees as appropriate; (10) to call meetings of the Executive Committee and/or specify regulations and articles of such meetings as the Executive Committee or the Chairman of the Executive Committee deems appropriate; (11) when the Chairman of the Executive Committee cannot perform the duties, the Chairman shall appoint an acting Chairman to perform such duties on a case by case basis and such acting Chairman will have the same power and duties as the Chairman of the Executive Committee; (12) to consider and approve the authorities of the management of the Company according to the rules, regulations and articles of the Company.


However, the Executive Committee does not have the power (2) to select a person suitable for the President position and propose such person to the Board of Directors of the to approve any transactions or matters in respect of which Company for appointment; the Executive Committee or persons have a conflict, interest or conflict of interest with the Company or its Subsidiary, (3) to specify the rules for determination of remuneration of directors and the President; pursuant to the notification of the Securities and Exchange (4) to determine and to propose the directorsâ&#x20AC;&#x2122; remuneration Commission. to a meeting of the shareholders of the Company for approval; Selection Procedures for the Executive Committee The Board of Directors of the Company shall appoint the (5) to propose the salary and adjustments and other remunerations of the President to the Board of Directors Executive Committee in accordance with the Articles of of the Company for approval; Association of the Company, which provide that the Board of Directors of the Company may appoint any other person (6) to undertake other matters as assigned by the Board of Directors of the Company. to manage the Company under the control of the Board of Directors, provided that any such person who is to be a member of the Executive Committee shall have the Selection Procedures for the Nomination and Remuneration Committee qualifications and capacity to perform their duties. The Board of Directors of the Company shall appoint D. Nomination and Remuneration Committee members of the Nomination and Remuneration Committee who shall hold such office for a period of three years. As at 31 December 2012, the Nomination and Remuneration Committee of the Company comprised three members as follows: E. Risk Management Committee As at 31 December 2012, the Risk Management Committee Name Position of the Company comprised six members as follows: 1. General Chetta Thanajaro

Chairman of the Nomination and Remuneration Committee 2. Mr. Plew Trivisvavet Nomination and Remuneration Committee Member 3. Mr. Vitoon Tejatussanasoontorn Nomination and Remuneration Committee Member

Roles and Duties of the Nomination and Remuneration Committee (1) to consider the nomination of persons with suitable qualifications as directors and to propose such persons to the Board of Directors for further submission to a meeting of the shareholders of the Company or the Board of Directors of the Company for appointment;

Name

Position

1. Mrs. Vallapa Assakul 0U&KDLZDW8WDLZDQ 3. Mr. Witoon Hatairatana 4. Mr. Visuit Boreriboon 5. Miss Veena Tachachainirun 6. Mr. Chatchaporn Triwimol

Chairman of the Risk Management Committee Risk Management Committee Member Risk Management Committee Member Risk Management Committee Member Risk Management Committee Member Risk Management Committee Member

Note:

The Risk Management Committee was appointed by the resolution of the Board of Directorsâ&#x20AC;&#x2122; Meeting No. 2/2012, held on 3 April 2012.

71 Annual Report 2012


division heads (excluding the Deputy President and Roles and Duties of the Risk Management Committee division heads or equivalent), and the President may (1) to consider and set the policies on risk management delegate such power or duties to the working groups measures and plans for the operations of the business or the Board of Directors, management group, group of of the Company and its Subsidiary; persons or the management, as he deems appropriate; (2) to monitor and assess the appropriateness of the overall (3) to have the power to enter into any transaction, binding risk management system of the Company; on the Company, worth up to Baht 2,000,000 (Baht two (3) to prepare recommendations to the Board of Directors of million) for each transaction; the Company in respect of risk management, standard (4) to authorise the management of the Company, such as, practice, strategy, risk assessment in each matter and of the Deputy President, Executive Vice President, the the Company as a whole to ensure efficient and effective division heads or equivalent, to perform certain duties risk management; on behalf of the President (such as, procurement, hiring (4) to prepare risk reports for the Board of Directors of the and ordering payments) as he deems appropriate; Company; (5) to carry out other matters as assigned by the Board of (5) to have the power to issue, amend, add, improve regulations, orders and work rules of the Company, Directors of the Company. including employment, appointment, removal and disciplinary actions of staff and employees, fixing of Selection Procedures for the Risk Management salaries and other remuneration, including gratuities Committee and welfare benefits; The Board of Directors of the Company shall appoint (6) to have the duty to submit the balance sheet, financial members of the Risk Management Committee. statements and profit and loss accounts to the Board of Directors of the Company for approval; F. Management Team (7) to undertake feasibility studies of new projects as well As at 31 December 2012, the Management Team of the as consider and approve such projects as assigned by Company comprised four members as follows: the Executive Committee; (8) if the President cannot perform his duties, to appoint Name Position the Deputy President or any other person to perform 0U&KDLZDW8WDLZDQ President and Acting Executive Vice his duties on his behalf on a case by case basis and President, Management such appointee shall have the same power and duties 2. Mr. Witoon Hatairatana Executive Vice President, Operations as the President; 3. Mr. Visuit Boreriboon Executive Vice President, Marketing (9) to appoint persons or groups of persons to manage the Company under the control of the President or to grant 4. Miss Veena Tachachainirun Executive Vice President, Finance, and Acting Accounting and Finance Director such authority to such persons or groups of persons to Note: do any acts as the President deems appropriate, and to The Company restructured its corporate organisation and appointed change, amend, cancel or revoke such authority; the Management Team under the resolution of the Board of Directorsâ&#x20AC;&#x2122; (10) to propose any matter to the Board of Directors, the Meeting No. 2/2012, held on 3 April 2012. Executive Committee, the Audit Committee or meetings Roles and Duties of the President of the shareholders of the Company for consideration, (1) to control and monitor all businesses of the Company and to approval or other purposes as he deems appropriate; ensure compliance with resolutions and policies of the Board (11) to do other acts as assigned by the Board of Directors or the of Directors and the Executive Committee of the Company; Executive Committee of the Company from time to time. (2) to approve, appoint, remove, employ, impose disciplinary actions, fix salary, bonus, gratuities, welfare benefits However, the President does not have the power to and other remuneration, including expenses and fringe approve any transactions or matters in respect of which benefits for management or staff with salary (exclusive the President or other persons may have a conflict of of other remuneration) of up to Baht 200,000 (Baht two interest with the Company or its Subsidiary, pursuant to the hundred thousand) per month, holding positions below notification of the Securities and Exchange Commission.

72

Bangkok Metro Public Company Limited


Selection Procedures for Management and Staff - The President will be appointed by the Board of Directors of the Company through the nomination by the Nomination and Remuneration Committee; - Management at the level of division head or higher will be nominated, selected and appointed by the Executive Committee; - Management whose salary does not exceed Baht 200,000 per month and holding a position lower than division head will be nominated, selected and appointed by the President; - The selection, nomination and recruitment of positions lower than manager or equivalent shall be carried out by the Office of the Human Resources which will make the selection jointly with the relevant division in accordance with the Company’s operation regulations in relation to the recruitment and selection procedure. They shall recruit and appoint persons with knowledge, capacity and experience suitable to carry out their duties for the Company.

Selection of Directors and Management of Subsidiary The Company’s Subsidiary does not have its own nomination committee. The selection of its directors is carried out by its shareholders and the selection of the management is carried out by its board of directors, provided that its directors and management are suitably qualified without any prohibited characteristics under Section 68 of the Public Limited Companies Act B.E. 2535 (1992).

G. Company Secretary

The Board of Directors’ Meeting No. 3/2008 held on 11 August 2008 passed the resolution to appoint Miss Sutida Sangprueksa, Vice President of the Office of the President as the Company Secretary, effective from 12 August 2008 onwards, with duties and responsibilities as described in the Securities and Exchange Act (No. 4) B.E. 2551 (2008) as follows: 1. preparing and keeping the following documents: a) a register of directors;

73 Annual Report 2012


b) a notice calling directorsâ&#x20AC;&#x2122; meeting, minutes of meeting of the board of directors and an annual report of the Company; c) a notice calling shareholdersâ&#x20AC;&#x2122; meeting and minutes of shareholdersâ&#x20AC;&#x2122; meeting; 2. keeping a report on interest filed by a director or an executive; 3. performing any other acts as specified in the notification of the Capital Market Supervisory Board.

13.2 Remuneration of Management 13.2.1 Cash Remuneration Remuneration of Directors of the Company (Only remuneration as directors and members of the Audit Committee) Name of Director 1. Mr. Plew Trivisvavet 2. Mr. Supong Chayutsahakij 3. General Chetta Thanajaro As Director As Chairman of the Audit Committee 4. Mr. Vitoon Tejatussanasoontorn As Director As Audit Committee Member 5. Lieutenant General Surat Sumrith As Director As Audit Committee Member 6. Mrs. Vallapa Assakul 7. Dr. Sombat Kitjalaksana 8. Mrs. Nongnutch Thienpaitoon /2 9. Mr. Pongpanu Svetarundra /3 10. Dr. Anukool Tuntimas /4 11. Mrs. Kritaya Sumitanant /4 12. Miss Dachanee Euarchukiat /3 13. Mr. Werapong Suppasedsak /2 0U&KDLZDW8WDLZDQ TOTAL Notes:

/1

2012 Remuneration Amount (Baht) Meeting Allowance Monthly 15,000 - /1 30,000 - /1 600,000 20,000 15,000 360,000 30,000 25,000 360,000 30,000 25,000 30,000 240,000 20,000 - /1 20,000 171,333 5,000 80,000 10,000 - /1 15,000 154,667 15,000 154,667 5,000 52,667 30,000 - /1 340,000 2,173,334

Total 15,000 30,000 635,000

415,000

415,000

270,000 20,000 191,333 85,000 10,000 169,667 169,667 57,667 30,000 2,513,334

Remuneration was presented in the topic of Total Remuneration of the Executive Committee and Management. Mrs. Nongnutch Thienpaitoon resigned from her office as director since 18 September 2012 and the Board of Directorsâ&#x20AC;&#x2122; Meeting No. 5/2012, held on 11 October 2012, appointed Mr. Werapong Suppasedsak as replacement director. /3 0U3RQJSDQX6YHWDUXQGUDUHVLJQHGIURPKLVRIILFHDVGLUHFWRUVLQFH$SULODQGWKH%RDUGRI'LUHFWRUVt0HHWLQJ1RKHOGRQ0D\ appointed Miss Dachanee Euarchukiat as replacement director. 4/ Dr. Anukool Tuntimas resigned from his office as director since 8 May 2012 and the Board of Directorsâ&#x20AC;&#x2122; Meeting No. 3/2012, held on 8 May 2012, appointed Mrs. Kritaya Sumitanant as replacement director. /2

74 Bangkok Metro Public Company Limited


Total Remuneration of the Executive Committee and Management 2012 Name

Number of Persons

Amount (Million Baht)

Total remuneration for Executive Committee Total remuneration for Management

5/1 7/3

1.75/2 32.64

TOTAL

12

34.39

Notes:

Nature of Remuneration

monthly salary, bonus, contributions to the provident fund and social security fund, including fringe benefits of staff

1/

,QIURP-DQXDU\0D\WKH&RPSDQ\KDGILYH([HFXWLYH&RPPLWWHHPHPEHUV from 8 May-31 December 2012, the Company had four Executive Committee members since Dr. Anukool Tuntimas resigned on 8 May 2012. 2/ The Chairman of the Executive Committee expressed his intention not to receive remuneration during March-December 2012. 3/ The Company restructured its corporate organization since 4 April 2012, whereby the definition of â&#x20AC;&#x153;Managementâ&#x20AC;? was changed from Managing Director DQG'LUHFWRUWR3UHVLGHQWDQG([HFXWLYH9LFH3UHVLGHQW

13.2.2 Other Remuneration On 30 June 2005, the Extraordinary General Meeting of Shareholders No. 1/2005 resolved to issue and offer 450,000,000 new capital increase shares to the directors, management and staff of the Company (at the par value of Baht 1 each) and the Board of the Directors was authorised to allocate these shares. During 26-28 December 2005, 296,689,300 shares were allocated to the directors, management and staff of the Company. The shares so allocated to the directors, management and staff will be subject to a silent period for 2 years from the date the Companyâ&#x20AC;&#x2122;s shares start trading on the Stock Exchange of Thailand. The directors, management and staff will be permitted to sell the shares at maximum of 50% of the locked-up shares every 12 months and 24 months thereafter from the date the Companyâ&#x20AC;&#x2122;s shares start trading on the Stock Exchange of Thailand (21 September 2006).

75 Annual Report 2012


Number of Shares in Bangkok Metro Public Company Limited held by the Directors and Management As at 31 December 2012 Name of Directors and Management 1. Mr. Plew Trivisvavet 2. Mr. Supong Chayutsahakij 3. General Chetta Thanajaro 4. Mr. Vitoon Tejatussanasoontorn 5. Lieutenant General Surat Sumrith 6. Mrs. Vallapa Assakul/3 7. Dr. Sombat Kitjalaksana 8. Mrs. Kritaya Sumitanant/4 9. Miss Dachanee Euarchukiat/4 10. Mr. Werapong Suppasedsak/4 0U&KDLZDW8WDLZDQ/4 12. Mr. Witoon Hatairatana 13. Mr. Visuit Boreriboon/5 14. Miss Veena Tachachainirun/5 Notes:

Number of Shares Held/1 (shares) 33,056,350/2 15,000,000 5,000,000 15,000,000 9,000,000 6,000,000 5,000,000 5,000,000 -

Percentage of Shareholding (%) 0.28 0.13 0.04 0.13 0.07 0.05 0.04 0.04 -

/1

This includes shares held by their respective spouses and minor children. 7KLVUHSUHVHQWV(623VKDUHVDQGVKDUHVUHSXUFKDVHGIURPVWDIIZKRUHVLJQHGGXULQJ'HFHPEHU'HFHPEHU /3 Served as director on 26 May 2005 and resigned as director on 11 April 2007 and reinstated as director on 27 March 2009. /4 6HUYHGDVGLUHFWRUDIWHU(623 /5 6HUYHGDVH[HFXWLYHDIWHU(623 /2

13.3 Insider Information Supervision

The Company has set the following guidelines to prevent the use of insider information as per the resolution of the Board of Directorsâ&#x20AC;&#x2122; Meeting No. 3/2005 held on 10 March 2005.

Therefore, to prevent the Companyâ&#x20AC;&#x2122;s staff and directors, including the Company itself, from encountering any such illegal acts which may violate such law, as well as to comply with good corporate governance guidelines of the Company, the Companyâ&#x20AC;&#x2122;s Board of Directors has set guidelines to prevent the use of insider information. Such guidelines will be revised from time to time as appropriate and all directors, management and staff of the Company will strictly adhere to these guidelines with accountability as well as causes and effects on a case by case basis. These guidelines and policies will be stricter than the provisions of law, and will apply to directors, management and staff, including related persons.

13.3.1 General As the Company is a public limited company incorporated under the Public Limited Companies Act B.E. 2535 (1992) and is intending to have an initial public offering of its shares, following the listing of its shares on the Stock Exchange of Thailand, any sale or purchase of the Companyâ&#x20AC;&#x2122;s securities by its management or staff based on material facts that may affect the market price of the shares or securities, which have not yet been disclosed to the public, and which have been obtained by their duties or positions in the Company, would 13.3.2 Securities Sale and Purchase Using Insider be considered as taking advantage of third parties, and may Information Prohibited Persons be subject to a criminal penalty under the law. Persons who should not sell or purchase securities pursuant

76 Bangkok Metro Public Company Limited


to the guidelines to prevent the use of insider information prohibited from selling or purchasing the Company’s are as follows: securities from the day that they know or should have (1) Directors and management of the Company; known such information until the disclosure date of such (2) Directors and management of the Company’s Subsidiary, information. including its affiliates; (3) All staff of the Company and of the Company’s Subsidiary; 13.3.3 Report of Prohibited Persons (4) Spouses and minor children of the directors and staff; and A. Duty to Prepare Reports (5) Relatives who live with such persons above. (1) Directors, managers or persons who hold management positions as specified in the Securities and Exchange Prohibited Securities Act shall be required to prepare disclosure reports of Securities refer to shares, share warrants, convertible their initial securities holdings, and changes in such debentures and transferable subscription rights issued by holdings, pursuant to the relevant laws and regulations, the Company. together with such reports to the Company. (2) Officers in the chief position or above shall report all General Practice acquisitions or disposals of securities holdings equal (1) Prohibited persons as described above should not sell or to 5% or more of the total issued shares. purchase the securities under any circumstances if they are aware or should be aware of material information that B. Reporting Procedures may affect the market price of the Company’s securities, (1) Directors, managers or persons as specified in which has not yet been disclosed to the public. paragraph A. (1) above who have the duty under law (2) Prohibited persons who are in possession of such to disclose their securities holdings, their spouses’ securities holdings, and their minor children’s securities material information due to their duties and positions as holdings to government agencies or regulators shall the Company’s staff shall not disclose such information submit copies of such reports to the Company on the to any other person while such information has not yet same day. been disclosed to the public, unless it is done in the (2) Officers as specified in paragraph A. (2) shall disclose performance of their duties in the Company. their securities holdings and changes in their own securities holdings as per paragraph B. (1) as well as Specific Guidelines holdings of their spouses and their minor children, to In addition to the general guidelines to prevent the use of the Company within seven business days from the insider information, prohibited persons shall also follow the date of change in title to the Securities. following guidelines: (1) Prohibited persons who are directly involved in the preparation of the Company’s financial statements and 13.4 Internal Control balance sheet, are prohibited from any purchase or sale The Company pays significant attention to its internal control from the commencement of such preparation until the system to prevent and minimise the risk which may arise, day immediately following the disclosure date of such through the establishment of the Office of the Internal Audit. financial statements. (2) Any directors, management or staff who have received The Board of Directors’ Meeting No. 1/2013 and the Audit the draft financial statements as referred to above, are Committee of the Company in the Meeting No. 1/2013, held prohibited from selling or purchasing the Company’s on 19 February 2013, having all independent directors present securities from the day that they receive the draft at the Meeting, assessed the adequacy and suitability of the financial statements until the disclosure date of the Company’s and the Subsidiary’s internal control systems, financial statements. including the internal control evaluation guidelines. Having (3) Prohibited persons, who know or should have known that queried the management, it was concluded that the Company’s the Company will disclose material information that may internal control system is adequate and suitable with respect affect the market price of the Company’s securities, are to the following 5 areas: organisation and environment; risk

77 Annual Report 2012


management; operational control of management; information technology and communications system; and monitoring system, which would prevent the Company’s and the Subsidiary’s assets from unauthorised usage by the management. To date, there has never been any material fault. The details are as follows: Organisation and Environment The Company has an appropriate organisational structure that ensures efficiency in the operation of management. In addition, it has in place business goals and operational policies and guidelines which are clear and assessable. These include written codes of conduct to prevent potential damage to assets of the Company and its Subsidiary, including prevention of any misconduct by the Company’s management and staff. Risk Management The Company has established a Risk Management Committee responsible for managing, reviewing and maintaining the overall risk management system of the Company at an appropriate level to ensure efficient and effective risk management. In this respect, a working group comprising the management in the manager level from all departments of the organisation has been established to set out the risk management plans for the entire organisation for submission to the Risk Management Committee to ensure that the Company has an adequate and suitable internal control system.

Information Technology and Communications System The Company pays significant attention to its information technology and communications systems to ensure that the Company’s information is accurate, complete and adequate for the decision-making by the management and the Board of Directors. It maintains a system for storage of accounting records and all supporting documents in an organised manner, as well as uses generally accepted accounting principles as appropriate to the nature of the Company’s business. In this respect, the Company has established a working group to supervise the security management for information technology, as well as preparing manuals on security management for information technology to cover various important issues in accordance with IEC 17799 standard, such as, information technology property classification and protection, personnel standards for organisational security, physical and environmental security, as well as communications and network for computer management, rights to use information technology, systems development, and business continuity management of information technology, etc. Monitoring System The Company regularly monitors the results of operations against the set targets. Any material differences are reported to the Board of Directors/the Audit Committee for correction, which shall then be regularly reported on the progress of the correction. In addition, the Company also has policies in place for the management to immediately report to the Board of Directors any fraud, violation of law and other misconducts which may materially affect the Company’s reputation and financial condition.

Safety is the heart of our mass transit rail service. The Company has established the Safety Committee to ensure the preparation, utilisation, adjustment and improvement of safety management system with efficiency and continuity. Moreover, there are four safety sub-committees, namely, risk control sub-committee, operational rules and procedures sub-committee, contractors safety sub-committee and In addition, the Company has the Quality Management Committee and the Safety Committee to plan and manage occupational health and safety sub-committee. the preparation and development of the Company’s quality, safety and environment management systems to ensure Operational Control of Management The Company clearly sets the scope of duties, responsibilities the suitability and continued development of efficiency and and transaction limits for each level of management in writing. effectiveness of the system. In this regard, the Company has In addition, for any transactions with major shareholders, received the standard management certifications as follows: directors, management or related parties, the Company 1. The ISO 9001:2008 Quality Management System; has thorough guidelines in place to monitor and prevent 2. The OHSAS 18001:2007 and the TIS 18001:2011 Occupational Health and Safety Management Systems; any conflicts of interests to optimise the Company’s 3. The Safety Management System from Lloyd’s Register interests, including regularly monitoring the operations of Rail; and the Subsidiary and establishing guidelines for the persons as nominated and appointed as directors or management 4. The ISO 14001:2004 Environmental Management System. in the Subsidiary to adhere thereto.

78

Bangkok Metro Public Company Limited


79 Annual Report 2012


14. Corporate Governance The Company has adhered to the good corporate governance Stock Exchange of Thailand with market capitalisation less principles for management by always taking into account than Baht 10,000 million (1st Group), which is an award the significance of and responsibilities toward shareholders granted to the remarkable listed companies in respect of and stakeholders of the Company through our commitment, the corporate social responsibility activities; dedication and the concerted efforts of all divisions, starting - BMCL was rated in the Corporate Governance Scoring for from the Board of Directors, Management Team and all 2009 at a “Very Good” rating by the Office of the SEC, staff, as evidenced by the achievement awards in respect the Stock Exchange of Thailand, and the Thai Institute of of good corporate governance given to the Company by the Directors Association (IOD); organisations and agencies from 2007 until the present, as - BMCL was rated “Excellent” in the assessment of the 2009 summarised below: Annual Ordinary General Meeting of Shareholders for the third year in a row by the Office of the SEC in association with the Thai Investors Association and the Thai Listed 2007 Companies Association. - BMCL received an “Excellent” rating in the assessment of quality of the 2007 Annual Ordinary General Meeting of Shareholders by the Office of the Securities and Exchange 2010 Commission (SEC) in association with the Thai Investors - BMCL was one of three listed companies nominated Association and the Thai Listed Companies Association. for IR Excellence Award 2010 for the group of listed companies on the Stock Exchange of Thailand with market capitalisation less than Baht 10,000 million (1st 2008 - BMCL was awarded the IR Excellence Awards 2008 (for Group), which is an award granted to the remarkable listed all listed companies on the Stock Exchange of Thailand companies in respect of the investor relations activities; outside the SET 100), which is an award granted to the - BMCL was rated in the Corporate Governance Scoring for remarkable listed company in respect of the investor 2010 at an “Excellent” rating by the Office of the SEC, relations activities, based on a questionnaire on investor the Stock Exchange of Thailand, and the Thai Institute of relations activities of listed companies participating in the Directors Association (IOD); program, dissemination of the Company’s information via - BMCL was rated “Excellent” in the assessment of the 2010 Annual Ordinary General Meeting of Shareholders for the the Stock Exchange of Thailand and our website, as well fourth year in a row by the Office of the SEC in association as users’ and securities analysts’ satisfaction surveys; with the Thai Investors Association and the Thai Listed - BMCL was rated in the Corporate Governance Scoring for Companies Association. 2008 at a rating of “Very Good”, by the Office of the SEC, the Stock Exchange of Thailand, and the Thai Institute of Directors Association (IOD); 2011 - BMCL was rated “Excellent” in the assessment of the - BMCL received the Outstanding Investor Relations 2008 Annual Ordinary General Meeting of Shareholders Awards from the SET Awards 2011 for the group of for the second year in a row, by the Office of the SEC in listed companies on the Stock Exchange of Thailand association with the Thai Investors Association and the with market capitalisation less than Baht 10,000 million Thai Listed Companies Association. (1st Group), which is an award granted to the remarkable listed companies in respect of investor relations activities; - BMCL was rated in the Corporate Governance Scoring for 2009 2011 at an “Excellent” rating for the second year in a row - BMCL was one of three listed companies nominated by the Office of the SEC, the Stock Exchange of Thailand, for IR Excellence Award 2009 for the group of listed companies on the Stock Exchange of Thailand with and the Thai Institute of Directors Association (IOD); market capitalisation less than Baht 10,000 million (1st - BMCL was rated “Excellent” in the assessment of the 2011 Annual Ordinary General Meeting of Shareholders for the Group), which is an award granted to the remarkable listed fifth year in a row by the Office of the SEC in association companies in respect of the investor relations activities; with the Thai Investors Association and the Thai Listed - BMCL was one of four listed companies nominated for Companies Association. CSR Award 2009 for the group of listed companies on the

80

Bangkok Metro Public Company Limited


2012

- BMCL was rated in the Corporate Governance Scoring for The Annual Ordinary General Meeting of Shareholders 2012 at an “Excellent” rating for the third year in a row by (1) The Company assigns Thailand Securities Depository Company Limited, as its share registrar, to deliver notice the Office of the SEC, the Stock Exchange of Thailand, of the shareholders’ meeting and supporting documents and the Thai Institute of Directors Association (IOD); to all shareholders in advance at least 21 days prior to - BMCL was rated “Excellent” in the assessment of the 2012 the meeting date, whereby the notice of the meeting shall Annual Ordinary General Meeting of Shareholders for the contain full details, namely, date, time, place and agenda, sixth year in a row by the Office of the SEC in association and clearly specify objectives, reasons and opinions of the with the Thai Investors Association and the Thai Listed Board of Directors on each item of the proposed agenda. Companies Association.

Corporate Governance Policy

To ensure that shareholders acknowledge matters to be considered in the meeting in order to serve as a factor for consideration of making a decision to attend the meeting, and that the shareholders obtain information in support of their decision making in advance prior to the meeting, the Company shall avoid adding other agenda items required the meeting’s resolution without prior determination in the shareholders’ meeting, which is deemed to be unfair treatment towards shareholders absent from the meeting.

The Board of Directors of the Company realises the significance of compliance with the good corporate governance principles in the interest of transparency in management and responsibilities of the Board of Directors and Management Team, and increasing the confidence of shareholders, investors and all related parties. The Company thus sets out the good corporate governance policy and guidelines in accordance with the current good corporate governance principles for listed companies, which contains In the annual ordinary general meeting of shareholders, the following five categories of the significant principles and (2) the Company shall propose the remuneration for the practices: directors to the shareholders for consideration and approval on a yearly basis. Chapter 1 Rights of Shareholders (3) The Company allows the shareholders to vote to elect Chapter 2 Equitable Treatment of Shareholders directors on an individual basis, by nominating directors Chapter 3 Roles of Stakeholders to the shareholders for voting on an individual basis in Chapter 4 Disclosure and Transparency order for the shareholders to have the right to truly elect Chapter 5 Responsibilities of the Board directors of their choice. (4) The Company shall specify complete details on agenda items Chapter 1. Rights of Shareholders in the notice of the shareholders’ meeting, consisting of: The Company realises the significance of the shareholders’ 4.1) To consider electing the directors, by specifying rights that the shareholders hold the ownership to control the names, surnames, education, work experience, Company by way of appointment of the Board of Directors number of companies holding office as director, to represent them as well as their right to decide on any including nomination procedures and criteria, significant changes of the Company. Therefore, various category of nominated directors, such as, directors guidelines are set to encourage the shareholders to exercise or independent directors, together with information their rights, such as, the shareholders’ fundamental rights, on attendance at the previous meetings, and period/ other than participation to vote in the shareholders’ meeting, year of holding office as director in the Company; the shareholders shall also have the rights to purchase, sell 4.2) To consider the appointment of the Company’s auditor, or transfer shares on an equal basis, receive revenue sharing by clearly specifying the auditor’s name, company, or dividend payment, including receipt of information and auditing license, experience and capabilities, number of news of the Company on a continual basis. In this regard, audit years for the Company, including issues relating the Company would not take any actions in violation of or to independence and remuneration for the auditor; depriving the shareholders of their rights. Proper treatments 4.3) To consider and approve dividend payment, by towards shareholders are as follows: notifying the Company’s policy to pay dividend,

81

Annual Report 2012


proposed dividend rate, and supporting reasons and information, including such case of no dividend payment; 4.4) The meeting notice shall clearly contain facts and reasons of each agenda item, including opinion of the Board on each agenda item. (5) The Company allows the shareholders to propose in advance items of the agenda of the shareholders’ meeting and nominate directors, by way of announcement via the channels of the Stock Exchange of Thailand and the Company’s website, together with detailed and clear criteria for consideration and acceptance of the proposed matters in the agenda, directly via the Company’s website. (6) The Company allows the shareholders to make inquiries and provide their opinions in advance to the Board of Directors on any matters relating to the Company, which would be answered in the shareholders’ meeting, by way of announcement via the channels of the Stock Exchange of Thailand and the Company’s website, directly via the Company’s website. (7) The Company uses the barcode system and the AGM/ EGM Voting Service provided by Thailand Securities Depository Company Limited in its shareholders’ meeting in respect of registration, voting, and counting of votes and display of results to ensure rapid, correct and accurate proceedings in the meeting. (8) The Company authorises the legal advisory company to examine the counting or results of votes in the shareholders’ meeting and inform the meeting thereof, as well as recording in the minutes of the meeting. (9) The Company efficiently prepares the minutes of the shareholders’ meeting covering significant details on various matters as follows: 9.1) Record of clarification on voting process by way of announcement of the voting method and counting by using voting cards, including the display of voting results, to the shareholders prior to the meeting; 9.2) Record of questions posed by the shareholders and answers or opinions on various items at the meeting to allow the shareholders absent from the meeting to acknowledge the same; 9.3) Clear record of resolutions of the meeting, together with such votes on each agenda item to agree, disagree and abstain on all items requiring voting; 9.4) Record of the list of attending directors and absent directors, together with their position, for review of the directors’ participation in each shareholders’ meeting.

82

Bangkok Metro Public Company Limited

In this regard, the Company disseminates resolutions of the shareholders’ meeting via the news system of the Stock Exchange of Thailand and on the Company’s website within the following business day, and disseminates the final version of the minutes of the shareholders’ meeting on the Company’s website at www.bangkokmetro.co.th within 14 days from the meeting date to enable the shareholders to review such information instead of waiting until the next meeting. (10) The Chairman of the Board of Directors, chairmen of various committees, namely, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee, Chairman of the Risk Management Committee, Chairman of the Executive Committee and the President (top management), and auditor of the Company participate in every annual ordinary general meeting of shareholders to answer questions in relevant matters. (11) The shareholding structure of the Company and its Subsidiary is disclosed with clarity, transparency and open for review. (12) The Company has a free float greater than 25%, whereby the Board of Directors shall hold shares in aggregate not exceeding 25% of the Company’s issued shares.

Chapter 2. Equitable Treatment of Shareholders

The Company ensures its equal treatment towards all shareholders, including minority and foreign shareholders, with the following guidelines for protection of the shareholders’ rights: (1) In the shareholders’ meeting, the Company allows all shareholders to cast votes, namely, one share for one vote, to ensure equitable treatment towards the shareholders, based on the criteria that shares of the same type should represent the right to vote on an equitable basis, namely, one share for one vote. (2) The Company delivers the notice of the shareholders’ meeting and supporting documents in Thai version to Thai shareholders. To facilitate foreign shareholders, the Company prepares the notice of the shareholders’ meeting and supporting documents in English version to the foreign shareholders. In this regard, both Thai and foreign shareholders shall receive complete documents within the period of time specified by law. (3) The Company schedules and announces the shareholders’ meeting and items of agenda, together with all supporting documents, both in Thai and English versions, on the


information in support of consideration prior to casting votes. Company’s website one month in advance. In this regard, the Company’s website is a channel for shareholders to access (9) The Company sets out the written guidelines to prevent the details of the shareholders’ meeting prior to delivery of the use of insider information of the Company under the the notice of the shareholders’ meeting at a later date. resolution of the Board of Directors, whereby the Company treats this as important policy which will prevent directors, (4) Any shareholder unable to attend the meeting in person management and staff from abusing their position for may exercise his/her right to vote by appointing proxy personal interests, as specified in the Annual Report. In to attend and vote on his/her behalf and the Company addition, the Code of Conduct and Business Ethics are nominates two independent directors for optional distributed and disseminated to all directors, management appointment of proxy by shareholders. In this regard, the and staff of the Company for acknowledgment and Company sends the proxy form, together with the notice compliance, which are available on the Company’s website of the shareholders’ meeting, in order for the shareholder as a channel for all staff to access such information. unable to attend the meeting on such specified date to still have his/her equal right as shareholder. (5) The notice of the shareholders’ meeting sent by the The Company’s directors and management are required Company with the proxy form specifies clear details, to disclose the reports to the Securities and Exchange documents and evidence in support of the appointment Commission on their holding of securities, his/her spouse’s of proxy, together with suggestions and procedures holding of securities and minor children’s holding of for appointment of proxy to enable the shareholders to securities which are securities in the Company, as well as produce complete documentations without any difficulty reporting on every change in such holdings of securities in attending the meeting by proxy. in respect of purchase, sale, transfer or acceptance of (6) As for the requirement for appointment of proxy by any transfer, under Section 59 of the Securities and Exchange shareholder unable to attend the meeting in person, the Act B.E. 2535 (1992) within three business days after the Company has not set out any rules or conditions causing date of purchase, sale, transfer or acceptance of transfer of any difficulties to the appointment of proxy to attend the securities. Moreover, the directors and management realise meeting on his/her behalf. Instead, such documents shall their duties and responsibilities as specified, including be certified by the proxy grantor and the proxy holder to the penalty provisions as specified in the Securities and confirm the exercise and granting of the right to attend Exchange Act B.E. 2535 (1992). the shareholder’s meeting in accordance with the criteria. (7) The Company has the process and channels for minority The Company pays significant attention to the efficient shareholders to involve in the Company’s management, internal control system by setting out the internal by allowing the minority shareholders to propose any item controlling guidelines to prevent and minimise risks of agenda of the ordinary general meeting of shareholders which may arise, namely, the Company specifies that the and propose any qualified person to be considered management with access to insider information shall be and appointed as the Company’s director prior to the prohibited from taking any actions in violation of Section meeting date. In this connection, the Company clearly 241 of the Securities and Exchange Act B.E. 2535 (1992), notifies the shareholders of the details, together with the including applicable regulations. Due to the guidelines criteria for the consideration via channels of the Stock to prevent the use of insider information, in each past Exchange of Thailand and the Company’s website, for year, there has never been any case that the Company’s three months, in order to build up the confidence of the directors and management abuse insider information for minority shareholders to exercise the right to propose any personal interests or others. matters relating to any significant change of the Company and the right to elect any independent directors to take (10) The Company clearly discloses to shareholders the details care of the benefits on their behalf. and reasons of execution of related party transactions requiring the disclosure or approval of shareholders (8) The Company proceeds the shareholders’ meeting in under the Stock Exchange of Thailand’s regulations, by accordance with the agenda as notified in the notice of the disclosing names and relationship of connected persons, meeting without addition of any agenda item without prior pricing policy and transaction value, including opinion of notice to shareholders in order for shareholders to study

83

Annual Report 2012


the Board relating to such transactions. (11) Last year, the Company did not execute any related party transactions in violation of or not in compliance with the rules of the Stock Exchange of Thailand and/or the Office of the Securities and Exchange Commission. In this regard, other than the notifications of such related party transactions via channels of the Stock Exchange of Thailand, the Company also discloses the related party transactions in the Company’s Annual Report. (12) The Board of Directors sets out a policy to have any interested directors in any agenda item refrain from participating in the meeting for consideration of such agenda item. (13) The Company has no policy to provide any financial support, whether loan or guarantee, to any companies which are not the Company’s subsidiaries, except such loan or guarantee due to the Company’s shareholding percentage in accordance with a joint venture agreement.

a Full Signatory in 2009, whereby the Company has been permitted to renew its third membership period (2012-2014), representing its firm commitment to complying with the contractual obligations to ensure the strategic policies in line with the principles of the business operation to balance among business, social and environmental growth, with internal systems for application, monitoring, following up and reporting of the performance under such guidelines.

Chapter 3. Rules of Stakeholders

(1) Staff The Company realises that all of the Company’s staff are valuable and play an important role in its business operations, the Company then regularly and continuously supports development and training of staff at all levels in various courses. The Company also takes care of its staff equally by provision of appropriate and fair remuneration and welfare, as well as creating good work environment and taking into account staff’s security by ensuring work safety and the highest efficiency, including organisation of various activities under the “Happy Workplace” campaign which help promote staff’s good physical and mental health and happy work performance (per details in the Sustainability Report 2012).

The Company is aware that all groups of stakeholders of the Company should be bestowed due care by the Company under their rights as stipulated by law or mutually agreed, taking into account good relationship and cooperation, to ensure stability and serve as a factor supporting the Company’s long-term and continued growth. The Company sets out its clear policies serving as guidelines and practices to develop the organisation, with the aim of ensuring common benefits and growth of all groups of stakeholders of the Company, i.e., quality policy, safety policy, environment policy, energy saving policy, and sustainable development policy. In so doing, the Company regularly prepares a report on sustainable development every year and there is a message from the President with his commitment and intention to operating the business by taking into account responsibility towards all stakeholders. In this regard, the Company recognises the necessity to develop the organisation to ensure growth and to be one of the world leading mass rapid transit operators on a sustainable basis, by always adhering to the principles of creating and maintaining the balance among society, environment and economy. The Company participated as a member of the Sustainable Development Charter as a Pledge Signatory RIWKH,QWHUQDWLRQDO$VVRFLDWLRQRI3XEOLF7UDQVSRUW 8,73  in June 2008 and the Company was admitted to the membership of the Sustainable Development Charter as

84 Bangkok Metro Public Company Limited

Therefore, the Company recognises the significance of all groups of stakeholders, whether they be staff, shareholders, customers, partners and suppliers, creditors, competitors, communities/society, and environment, regulators, collaborators, and press release. To this end, the Company prepares the Code of Conduct and Business Ethics containing such principles for distribution to all staff of the Company. The guidelines for treatment towards the stakeholders of the Company are as follows:

(2) Shareholders The Company sets out concrete policies and practices expressing the Company’s responsibility towards the shareholders on an equal basis. The Company’s treatment towards shareholders complies with the good corporate governance principles in the Chapter: Shareholders’ Rights and Equitable Treatment towards Shareholders. In addition, the Company pays significant attention to the annual ordinary general meeting of shareholders by complying with the assessment of the shareholders’ meeting by the Office of the SEC and the Thai Investors Association before the meeting, during the meeting and after the meeting for facilitating all shareholders to exercise their right to vote in the meeting on an equitable basis. In the past, the Company was rated “Excellent”


85 Annual Report 2012


in the assessment of the 2007-2012 Annual Ordinary General (4) Partners/Suppliers Meetings of Shareholders for six years in a row. The Company sets out policies and practices for fair treatment towards partners of the Company, by making In addition, the Companyâ&#x20AC;&#x2122;s website, www.bangkokmetro. decisions based on comparison of terms, prices, quality co.th, is also available for shareholders or stakeholders and services with transparency and open for review, as well to contact or submit complaints on any matters which as undertaking in accordance with obligations as mutually may cause damage to the Company, directly to the Audit agreed for the purpose of development and maintenance Committee via E-mail: auditcom@bangkokmetro.co.th. of sustainable relationship along with the clear objectives of the value of goods and service. (3) Customers The Company sets out clear and concrete policies relating to (5) Creditors fair treatment and responsibility towards customers and make The Company sets out concrete policies and practices for public announcement in accordance with the Companyâ&#x20AC;&#x2122;s vision fair treatment towards creditors, by clearly demonstrating â&#x20AC;&#x153;To be one of the world leading mass rapid transit operators the Companyâ&#x20AC;&#x2122;s responsibility towards its creditors. In with high quality of serviceâ&#x20AC;?, including the Companyâ&#x20AC;&#x2122;s mission the past, the Company has always been fairly treating its â&#x20AC;&#x153;We will provide mass transit services to the public with the creditors and never been in breach of any agreements with safe, convenient, fast, reliable and punctual metro system the Companyâ&#x20AC;&#x2122;s creditors. to alleviate traffic congestion, maintain the environment and improve quality of lifeâ&#x20AC;?. To that effect, the Company received (6) Competitors the certifications of the ISO 9001:2008 Quality Management The Company focuses on operation of its business with System, and the OHSAS 18001:2007 and the TIS 18001:2011 ethics, transparency and fair competition and subject to legal Occupational Health and Safety Management Systems. The compliance, without discrediting its competitors nor seeking Company realises that due care for customers is the key to confidential information of its competitors in bad faith or the sustainable development. As such, the Companyâ&#x20AC;&#x2122;s staff by dishonest means; and refraining from taking any act in would be well trained and developed to meet international violation of intellectual property of other persons. standard in respect of which the Company acquires knowledge from its membership of various international public transport (7) Society/Communities and Environment RUJDQLVDWLRQVQDPHO\8,73$37$DQG129$7KH&RPSDQ\ The Company sets out policy on business operation by taking reviews and improves procedures and regulations from into consideration society/communities and environment and experiences to provide services to all customers, whether complying with laws and requirements in various aspects they be children, adults or general people, as well as taking without taking advantage of society. The Company takes into account opinions and suggestions of customers for review into account its responsibility and the value and significance and improvement of the services to the customersâ&#x20AC;&#x2122; utmost of its corporate social responsibility and protection of the satisfaction. In this respect, the Company has also established environment. In this regard, upon comparison with other the Customer Relations Center for customers to contact or transit systems, the metro is environment-friendly by helping make inquiries as well as expressing opinions and suggestions reducing noise, air pollution and saving energy. to the Company (Customer Relations Center: 66(0)2624-5200 or E-mail: CRC@bangkokmetro.co.th). Society and Communities The Company organised various activities for its staff and Moreover, the Company has conducted satisfaction survey the MRT users to participate in the social and environmental of regular customers, including study on various factors development, such as, the National Childrenâ&#x20AC;&#x2122;s Day, the and behaviours of the metro use on key issues, namely, National Elderly Day, the National Motherâ&#x20AC;&#x2122;s Day, the National staff, safety, speed and reliability, convenience, news and Fatherâ&#x20AC;&#x2122;s Day, to strengthen the good family relationships and information updates, our services as a whole for improved jointly save energy by way of using the metro. quality of the services in all respects to fulfil customersâ&#x20AC;&#x2122; requirements (per details in the Sustainability Report 2012).

86 Bangkok Metro Public Company Limited


Environment

The Company regularly applies the ISO 14001:2004 Environmental Management System to the Company’s environmental management and operates its business by focusing on the energy conservation together with the sustainable environmental preservation in accordance with the environmental policy, the energy conservation policy, and the Energy Management Manual. In 2012, the Company initiated various projects and activities to promote the efficient usage of resources and awareness of environmental preservation, namely: 1. The “Return the Metro Cards for Environmental Protection and Sustainable Social Development” campaign, which has been continuously organised since 2007, to promote the MRT users to jointly return the expired metro cards in order to reduce the number of cards in the system to reduce the use of resources, plastic rubbish and waste which may be produced by the production process of new cards, including reduction of cost of disposal of electronic cards, as part of the environmental protection. Every card returned at the drop boxes in stations represents Baht 10 donation to be contributed for improvement of the quality of life in various forms, such as, education and public health through activities in response to needs and livelihood of communities. In 2012, the Company used monies from such project to hold activities for development of the quality of life in terms of education and public health of communities adjacent to the MRT routes, as follows: Activity for Development of Quality of Life on Education: The Company brought students from schools along the MRT routes to go sightseeing for exchanging outdoor experiences and join the Wichit Monthien Dramatic Art Contest at the King Rama II Commemorate Day Fair (King Rama II Memorial Park). On this occasion, the Company also organised a “Lucky Eggs” booth to earn money for contribution to the King Rama II Foundation Praboromrachanusorn under Royal Patronage; Activity for Development of Quality of Life on Public Health: The Company, in association with its partners, such as, Samitivej Hospital Sukhumvit, Hua Chiew Hospital, and Kluaynamthai Hospital, organised the M Care activity under the Return the Metro Cards for Environmental Protection and Sustainable Social Development Project at Sukhumvit Station and Phahon Yothin Station, comprising provision of information on health care, health check-up and safe commute for passengers and people at the MRT stations.

2. The energy saving campaign, which has been continuously organised since 2006, mostly related to the air conditioning system, the air ventilation system, the metro operation system, and the lighting system, namely, campaign for reducing electricity consumption of the metro operation system, campaign for reducing electricity consumption in all 18 stations, campaign for reducing electricity consumption in the depot, etc. 3. The Water Management System, namely, wastewater from every area would be transmitted into the wastewater treatment system for treatment before being discharged into public water sources and certain amount of the water would be recycled for reuse in various activities, such as, carriage cleaning, plant watering, etc. 4. The Garbage Management System, campaign for its staff to sort garbage for proper treatment so as to save time and costs incurred by the disposal process; and facilitate the reuse process. 5. The Box Keeping Gang, campaign for recycling beverage boxes to produce educational equipment, such as, desks, chairs, etc. 6. The One Lid One Dream Sharing Prosthetic Legs, campaign for collecting unused aluminium lids for delivery to the Prostheses Foundation of H.R.H. The Princess Mother and the Association for Persons with Physical Disabilities. 7. The Paper Conversion with InfoZafe, campaign for disposing of two-sided used papers for recycling. (Details are described in the Sustainability Report 2012.) (8) Regulators

Mass Rapid Transit Authority of Thailand (MRTA)

The Company, in its capacity as the concessionaire of the operation and maintenance of the metro in the “M.R.T. Chaloem Ratchamongkhon Line (MRT metro)” awarded by the Mass Rapid Transit Authority of Thailand, realises the significance of its strict compliance with commitments and duties as mutually agreed in the Concession Agreement to ensure creditability for the business operation, as well as reporting information with accuracy, completeness, transparency and open for review. Moreover, the Company has provided cooperation and support to joint activities to benefit the whole communities. In the past, the Company organised the activities, in association with the MRTA, namely, opening of the retail shop floor of Phra Ram 9 Station on the occasion of the MRTA’s 20th Anniversary, in association with its business partners and alliances

87

Annual Report 2012


surrounding the MRT routes, in the form of exhibition; Chapter 4. Disclosure and Transparency introduction of the metro system and support of the walk-run The Company realises the significance of the corporate activity on the occasion of the MRT’s 20th Anniversary, etc. governance by disclosing material information which affect or may affect change in the Company’s securities value or (9) The Stock Exchange of Thailand and the Office of investment decision making or benefits of the shareholders the Securities and Exchange Commission in order for the shareholders and general interested people to The Company, in its capacity as a public company and listed rapidly and equally acknowledge news and information. At the company on the Stock Exchange of Thailand, has strictly same time, the Company also realises the necessity to treat complied with the Securities and Exchange Act, including the significant details on business and operation strategies rules and regulations issued by the Stock Exchange and as confidential, whereby the Company shall not disclose any the Office of the SEC. information which may affect its competitiveness. Moreover, the Company requires its directors and management to Over the past period, the Company has disclosed its significant report to the Board of Directors’ Meeting on their securities information via news system of the Stock Exchange and trading or holding every quarter, and also requires them to prepared the financial reports and other reports, such as, report to the Company on their own interests or their related related party transactions, retail shareholding distribution, in persons’ interests in respect of the business management accordance with requirements of the Stock Exchange and of the Company and its Subsidiary. the Office of the SEC. The Company has been committed to equally disclosing (9) Collaborators information to shareholders, investors, and stakeholders Collaborators are external agencies in business contact with of the Company, including the public to ensure compliance the Company to ensure useful effects, such as, real estate with the rules and good practices of the Office of the SEC projects surrounding the MRT routes, whereby the Company and the Stock Exchange of Thailand. has treated all collaborators in accordance with conditions as mutually agreed as well as undertaking activities for promotion The Company has the guidelines on disclosure of significant and support to ensure the mutual sustainable growth. information relating to the Company to the public with accuracy, completeness, punctuality and transparency in (10) Press Release accordance with requirements stipulated by the Office of the The Company has realised the significance of press release SEC and the Stock Exchange of Thailand through an easy and news via media through its cooperation with the press access to information with reliability, such as, dissemination of for dissemination of information and news of the Company information, both in Thai and English languages, on websites as well as maintaining its relationship, participation and good of the Stock Exchange of Thailand, the Office of the Securities understanding with the press in order to ensure disclosure and Exchange Commission, including the Company’s of information based on accuracy, fairness and truth, to Investor Relations website: www.bangkokmetro.co.th/IR, disseminate accurate information to the audience in a which are regularly updated. Such significant information timely manner via media, such as, newspaper, television, comprise information on the Company’s Board of Directors radio, reporters, securities analyst, etc. In this connection, and management, the Company’s business operation, results the Company has regularly and continuously organised of operations, financial report, Management Discussion and press relations activities, for example, press seminar, Analysis (MD&A) for the financial statements of every quarter, press meeting for discussion and sharing of opinions with report on responsibilities of the Board of Directors towards the the management as well as allowing the press to visit the financial report, the Code of Conduct and Business Ethics, Company to ensure their understanding of the Company’s SET announcements, press release, news clippings, stock business operation, thereby rendering their presentation of information, shareholder information, shareholding structure, the Company’s information and news accurate and suitable. shareholders’ meetings, quarterly IR presentations, Annual Reports, etc., whereby all shareholders and stakeholders are able to easily access such information on an equal basis.

88 Bangkok Metro Public Company Limited


Contact Person The Company assigned the Office of the President to be responsible for works in respect of Investor Relations and the Company Secretary, whereby contact may be conveniently made to inquire about the Company at telephone number 02-354-2000 ext. 3513-3517 and E-mail Address : IR@ bangkokmetro.co.th. The contact channels are clearly indicated on the Company’s website and the Company’s Annual Report.

less than Baht 10,000 million (1st Group), which is an award granted to the remarkable listed companies in respect of investor relations activities.

Chapter 5. Responsibilities of the Board

The Company realises the significance of the role and duties of the Board of Directors towards the Company and shareholders. The Board of Directors shall consist of qualified persons who have leadership, vision, knowledge, abilities and experiences in various fields, honesty and integrity as well as Investor Relations Activities independency on decision making for the optimum benefits The Company has realised the significance of investor to the Company and shareholders as a whole. relations activities by preparing presentation and IR newsletter as a medium of communication with investors The Board of Directors Structure every quarter, and convening meetings of securities analysts The Board of Directors consists of 11 qualified persons, to provide analysts with clarifications on business and results namely, four executive committee members, three nonof operations of the Company, as well as allowing analysts executive committee members and four independent to ask questions to the Company’s management regarding directors who are independent under the regulations of the the policy and the results of the operation, however, the Office of the Securities and Exchange Commission, and significant information which have not yet been disclosed applicable rules. Names of the Board of Directors and the to the public shall not be mentioned. detailed criteria for selection for the directors are described in the Company’s Annual Report: Management Structure. The Investor Relations shall collect information on meetings of securities analysts, together with presentation and IR newsletter Moreover, the Board of Directors has appointed four subfor dissemination on the Company’s Investor Relations website committees, namely, the Audit Committee, the Executive (www.bankokmetro.co.th/IR), and dissemination of complete, Committee, the Nomination and Remuneration Committee, accurate and timely information and documents, as well as and the Risk Management Committee, to perform the updating information on the website regularly for the purpose specific functions for submission to the Board of Directors of presentation of the Company’s information beneficial to the for consideration or acknowledgment. The details of such public widely and timely. sub-committees are described in the Company’s Annual Report: Management Structure. The recognition of the significance of the investor relations activities represents a way to provide information and news Roles and Duties of the Board of Directors to shareholders and investors, and as such, the Company The Board of Directors participated in determination of was awarded in its recognition of the remarkable listed the corporate governance policy, the code of conduct company in respect of the investor relations activities for and business ethics, vision, missions, strategies, targets, 2008 (IR Excellence Award 2008), for all groups of listed business plans, and supervises the management to take companies on the Stock Exchange which are not in SET actions to ensure compliance with the business plans and 100 Index. In 2009 and 2010, the Company was selected forecast budget with efficiency and effectiveness, including as one of the three listed companies nominated for IR accountability of the Board of Directors towards the Company Excellence Awards for the group of listed companies on the and shareholders. In this regard, the Board of Directors Stock Exchange of Thailand with market capitalisation less shall have the roles and duties to supervise the Company’s than Baht 10,000 million (1st Group). In 2011, the Company business operation in compliance with law and regulations. received the Outstanding Investor Relations Awards from In the past, the Company has never violated any rules and the SET Awards 2011 for the group of listed companies on regulations of the Stock Exchange of Thailand and the Office the Stock Exchange of Thailand with market capitalisation of the Securities and Exchange Commission, with the details

89 Annual Report 2012


of the roles and duties of the Board of Directors as follows: 1. The Board of Directors sets out and approves a written corporate governance policy, provided that the Board of Directors shall review the policy at least once a year. 2. The Board of Directors prepares the Code of Conduct and Business Ethics for directors, management, and staff, comprising the conflict of interest policy, the use of insider information for securities trading, and the guidelines for treatment towards all stakeholders, by disseminating the same to all directors, management and staff of the Company for acknowledgment and compliance, which are available on the Company’s website on its intranet, and on the Company’s main website under Corporate Governance. 3. The Board of Directors has a duty to consider granting approval of important matters relating to the Company’s operations, such as, vision and mission of the Company, strategies, financial target, action plan and budget, as well as supervising, controlling, monitoring to ensure the Management’s compliance with the specified policies and plans with efficiency and effectiveness. 4. The Board of Directors of the Company shall have a three-year term of office and each director should not hold the office of director of more than ten listed companies. The Company realises that the holding of office of director in several companies may affect the efficiency of performance of such director, the Company then sets out the policy to limit the number of companies in which each director may concurrently hold the office of director, as well as clearly specifying the term of office of each director. 5. The Board of Directors shall carefully consider a conflict of interest for the benefit of the Company and the shareholders as a whole, whereby any stakeholders shall not participate in decision-making. 6. The Board of Directors approves the establishment of the Office of the Internal Audit which shall report directly to the Audit Committee, with the duty to follow up and review the Company’s operations, together with the operating system in various departments of the Company to ensure efficiency in compliance with the annual audit plan as approved by the Audit Committee. Last year, the Company has never violated any rules and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. 7. The Board of Directors and the Audit Committee shall provide an opinion relating to adequacy of the internal control system in the Annual Report.

90

Bangkok Metro Public Company Limited

Segregation of Roles and Duties between the Board of Directors and the Management The Company has the roles and duties between the Board of Directors and the Management clearly segregated, namely, the Board of Directors shall have duty to set out the Company’s policies and supervise the Management’s operations while the Management shall have the duty to handle various administration affairs to ensure compliance with the policies set out by the Board of Directors. Therefore, the Chairman of the Board of Directors and the President of the Company shall be two different persons, provided that such two positions shall be selected by the Board of Directors to ensure the most qualified persons. The Board of Directors consists of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, and directors. The Management consists of the President, Executive Vice President, Operations Group; Executive Vice President, Marketing Group; Executive Vice President, Finance Group; and Executive Vice President, Management Group. The Board of Directors’ Meeting 1. The Company shall schedule meetings of committees and give prior notice to directors in order for them to allocate time to attend each meeting. 2. The Chairman of the Board of Directors and the President shall jointly consider selecting important matters to be included in the agenda of the Board of Directors’ Meeting, whereby each director is free to propose any matters to the agenda. 3. The Chairman of the Board of Directors shall allocate adequate time to allow the Management to propose any matters and directors/committee members to thoroughly discuss important issues. 4. In the Board of Directors’ Meeting, the President, including high ranking executives, shall attend each meeting in order to provide further detailed information as they are directly involved in the issues. 5. The Board of Directors shall regularly meet at least every quarter. In 2012, there was report on the attendance at meetings of each director (number of meetings attended / number of meetings held) by separating each meeting attended by each director as follows:


=L<%Q_G-J==;L= Names of Directors-J==;L=4=þCK1 1. Mr. Plew Trivisvavet 2. Mr. Supong Chayutsahakij 3. General Chetta Thanajaro 4. Mr. Vitoon Tejatussanasoontorn 5. Lieutenant General Surat Sumrith 6. Mrs. Vallapa Assakul 7. Dr. Sombat Kitjalaksana 8. Mrs. Nongnutch Thienpaitoon/1 9. Mr. Pongpanu Svetarundra/2 10. Dr. Anukool Tuntimas/3 11. Mrs. Kritaya Sumitanant/4 12. Miss Dachanee Euarchukiat/5 13. Mr. Werapong Suppasedsak/6 0U&KDLZDW8WDLZDQ 15. Mr. Witoon Hatairatana 16. Mr. Visuit Boreriboon 17. Miss Veena Tachachainirun 18. Mr. Chatchaporn Triwimol Notes:

-J==;L=/=A# Board of

Directors

6/6 6/6 4/6 6/6 6/6 6/6 4/6 4/6 1/6 2/6 3/6 3/6 1/6 6/6 -

Audit Committee

Executive Committee

3/5 5/5 5/5 -

8/8 7/8 6/8 8/8 -

Nomination and Remuneration Committee 3/3 2/3 3/3 -

Risk Management Committee 1/1 1/1 1/1 1/1 1/1 1/1

/1

Resigned from directorship since 18 September 2012. Resigned from directorship since 30 April 2012. /3 Resigned from directorship since 8 May 2012. /4 Registered as director since 21 May 2012 in replacement of Dr. Anukool Tuntimas. /5 5HJLVWHUHGDVGLUHFWRUVLQFH0D\LQUHSODFHPHQWRI0U3RQJSDQX6YHWDUXQGUD /6 Registered as director since 18 October 2012 in replacement of Mrs. Nongnutch Thienpaitoon. /2

Evaluation of Performance of the Board of Directors and the President The Company evaluates performance of the Board of Directors and the President on a yearly basis as the framework for regular review of performance of the Board of Directors, by determining the criteria for evaluation as a norm for comparison and analysis yearly. The Board of Directors shall participate in consideration of performance and problems for further improvement, correction and development. The Board of Directors Performance Evaluation Form is divided into six subjects, as follows, Structure and Qualifications of the Board of Directors, Roles, Duties and Responsibilities of the Board of Directors, the Board of Directors’ Meetings, Directors’ Duties, Relations with the Management, and Self-Development of Directors and

Development of the Management. Overall, most directors deemed the 2012 performance of the Board of Directors excellent, with an average score of 90%. Average score in each item is as follows: Item

Average Score

1. Structure and Qualifications of the Board of Directors 2. Roles, Duties and Responsibilities of the Board of Directors 3. The Board of Directors’ Meetings 4. Directors’ Duties 5. Relations with the Management 6. Self-Development of Directors and Development of the Management

90% 90% 92% 92% 92% 90%

91 Annual Report 2012


Development of Directors Directors understand their roles, duties and responsibilities, have sufficient knowledge and understanding of the Company’s business, pay attention to significant information or news relating to economic and industrial conditions, changes in rules and regulations and the state of competition, which allow directors to efficiently perform their duties. In this regard, all directors of the Company passed training courses relating to performance of duties as directors, organised by the Thai Institute of Directors (IOD). The Company encourages its directors to further study and attend training courses to enhance their knowledge. In 2012, a director further attended training course in the Role of the Chairman Program (RCP) and two new directors attended training course in the Directors Accreditation Program (DAP) to enable directors to perform duties in accordance with the fiduciary duties and the good corporate governance principles.

92 Bangkok Metro Public Company Limited

In case of new director, the Company shall arrange for an orientation for new director for information on the Company’s business overview, shareholding structure, committees, organization chart, financial position and results of operations, management of train operations and maintenance, including guidelines for directors of listed companies in the Stock Exchange of Thailand and relevant laws, as well as visiting the Operations Control Centre and Depot, and provide such director with relevant essential documents, such as, the Company’s information, the Code of Conduct and Business Ethics, the Listed Companies’ Director Handbook, the instructions on provision of information technology for the listed companies’ management, the Public Limited Companies Act B.E. 2535 (1992), the Securities and Exchange Act (No. 4) B.E. 2551 (2008), Summary Criteria for Related Party Transactions of Listed Companies, etc.


1. CH. Karnchang Public Company Limited

Persons/ Juristic persons who may have conflict of interest Nature of Transaction

- Construction and other payables

- CH. Karnchang Public Company The Company Limited is a major shareholder of the - Cost of fare box Company, with 24.61% of shares in the Company as at 29 October 2012. - Mr. Plew Trivisvavet, the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company, is also director, executive director and in the management of CH. Karnchang Public Company Limited. - Dr. Sombat Kitjalaksana, a director and Vice Chairman of the Executive Committee of the Company, is also a director of CH. Karnchang Public Company Limited.

Relationship

7,078.48

2,583,333.33

2011 - -The Company hired CH. Karnchang Public Company Limited for a total value of Baht 85 million, to maintain the existing civil infrastructure work in the area of the depot for 7 years from 1 March 2004 to 28 February 2011. The Company recognises these maintenance costs as cost of fare box after the commencement of operations.

Necessity/Details

500,000.00 - Letter of guarantee fee for submission of proposal for investment in the MRT Purple Line Project, Bang Yai - Bang Sue Section, was advanced by CH. Karnchang Public Company Limited amounting to Baht 400,000 to Krung Thai Bank Public Company Limited and Baht 100,000 to Thanachart Bank Public Company Limited.

2012

Transaction Value (Baht)

Transactions with persons who may have conflict of interest in 2012 and 2011.

- The fees are based on the ordinary terms applied by the commercial banks in respect of major clients.

- CH. Karnchang Public Company Limited is an experienced and specialised company in construction, and was also responsible for the civil infrastructure work in relation to this project from Hua Lamphong Station to Phra Ram 9 Station. The hiring was made in the form of contract and payments are made according to the terms of the contract.

Opinion of the Audit Committee

15. Related Party Transactions

93

Annual Report 2012


94

Bangkok Metro Public Company Limited

Relationship

1. CH. Karnchang - CH. Karnchang Public Company Public Company Limited is a major shareholder of the Limited (Continued) Company, with 24.61% of shares in the Company as at 29 October 2012. - Mr. Plew Trivisvavet, the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company, is also director, executive director and in the management of CH. Karnchang Public Company Limited. - Dr. Sombat Kitjalaksana, a director and Vice Chairman of the Executive Committee of the Company, is also a director of CH. Karnchang Public Company Limited.

Persons/ Juristic persons who may have conflict of interest

- Interest expenses (arising from the Companyâ&#x20AC;&#x2122;s borrowing of loans from CH. Karnchang Public Company Limited as sponsor support)

- Accrued interest

- Long-term loans

Nature of Transaction 2012

Necessity/Details

In 2008, 2009, 2010, 2011 and 2012, the Company has signed additional loan agreements with CH. Karnchang Public Company Limited, totalling Baht 580 million, Baht 600 million, Baht 450 million, Baht 330 million, and Baht 36.91 million, respectively, to finance the working capital.

2,963,090,793.34 3,000,000,000.00 - The Company entered into loan agreements with CH. Karnchang 745,955,682.12 980,987,601.86 Public Company Limited in 2005 in the total amount of Baht 1,403 215,266,236.40 235,031,919.74 million, and in the 9-month period in 2006 in the total amount of Baht 512 million. These loans were subordinated and interest was charged at the rate of MLR+0.5% per annum, to finance the working capital. The principal and interest are due and payable when the Company completely makes repayment of loans under the main agreement or when the Company has excess cash. However, the Company made a partial repayment of loans in the amount of Baht 911.91 million and the accrued interest in the amount of Baht 89.98 million in September 2006.

2011

Transaction Value (Baht)

- The transactions are in accordance with the Sponsor Support Agreement. The interest rate and terms of payment are in accordance with the conditions as specified by the syndicated lenders.

Opinion of the Audit Committee


95

Annual Report 2012

Relationship

Nature of Transaction

1. CH. Karnchang - CH. Karnchang Public Company - Other fees Public Company Limited is a major shareholder of the (Guarantee) Limited (Continued) Company, with 24.61% of shares in the Company as at 29 October 2012. - Mr. Plew Trivisvavet, the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company, is also director, executive director and in the management of CH. Karnchang Public Company Limited. - Dr. Sombat Kitjalaksana, a director and Vice Chairman of the Executive Committee of the Company, is also a director of CH. Karnchang Public Company Limited.

Persons/Juristic persons who may have conflict of interest 3,009,615.11

2011

Necessity/Details

246,735.53 - Standby L/C fee of 2011 and January - December 2012 for the Sponsor Loan Agreement was advanced to Krung Thai Bank Public Company Limited by CH. Karnchang Public Company Limited.

2012

Transaction Value (Baht)

- The fees are based on the ordinary terms applied by the commercial banks in respect of major clients.

Opinion of the Audit Committee


96

Bangkok Metro Public Company Limited

Relationship

1. CH. Karnchang - CH. Karnchang Public Company Public Company Limited is a major shareholder of the Limited (Continued) Company, with 24.61% of shares in the Company as at 29 October 2012. - Mr. Plew Trivisvavet, the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company, is also director, executive director and in the management of CH. Karnchang Public Company Limited. - Dr. Sombat Kitjalaksana, a director and Vice Chairman of the Executive Committee of the Company, is also a director of CH. Karnchang Public Company Limited.

Persons/Juristic persons who may have conflict of interest

192,288,850.60 130,185,780.95 10,657,600.49 10,657,600.49

130,185,780.95 8,011,617.34 10,447,863.18

- Construction payables - Accrued interest - Interest expenses

2012

192,288,850.60

2011

Transaction Value (Baht)

- Project cost

Bangkok Metro Networks Limited (Since 25 February 2009, three Subsidiaries, namely, Metro Mall Development Limited, Triads Networks Company Limited and BMCL Network Limited, were amalgamated.)

Nature of Transaction - Metro Mall Development Limited hired CH. Karnchang Public Company Limited for a project value of Baht 292.5 million to construct the interior of the train stations to support the lease of retail shops. However, since Metro Mall Development Limited has insufficient revenue from commercial development, it is not yet able to pay the construction cost. CH. Karnchang Public Company Limited has charged interest to Metro Mall Development Limited at the rate of MLR+1% per annum. After 25 February 2009, Metro Mall Development Limited was amalgamated with two Subsidiaries into Bangkok Metro Networks Limited (BMN), BMN then accepted the transfer of all obligations under the existing agreement.

Necessity/Details - The contract was made with clear terms of payment. - CH. Karnchang Public Company Limited is an experienced and specialised company in this type of work and was also responsible for the civil infrastructure work in relation to each train station. CH. Karnchang Public Company Limited has information of electric systems and civil work, which would enhance the efficiency in construction of such project. A memorandum of agreement, dated 3 June 2005, was executed amending the original contract stipulating certain conditions and the interest rate arising from the delay in payment. The interest rate charged by CH. Karnchang Public Company Limited is in line with the rate that CH. Karnchang Public Company Limited charges other customers and close to the rate that Bangkok Metro Networks Limited may borrow from commercial banks.

Opinion of the Audit Committee


97

Annual Report 2012

Relationship

1. CH. Karnchang - CH. Karnchang Public Company Public Company Limited is a major shareholder of the Limited (Continued) Company, with 24.61% of shares in the Company as at 29 October 2012. - Mr. Plew Trivisvavet, the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company, is also director, executive director and in the management of CH. Karnchang Public Company Limited. - Dr. Sombat Kitjalaksana, a director and Vice Chairman of the Executive Committee of the Company, is also a director of CH. Karnchang Public Company Limited.

Persons/Juristic persons who may have conflict of interest

2,916.65

- Other current assets (Prepaid Expenses) - Other non-current assets (Deposits) 1,355,970.00

79,333.85

6,465,217.36

2011

Necessity/Details

- - Service charges for space lease for 8%&LQVWDOODWLRQ 1,355,970.00 - Deposits for the rental and service charges to the 9th and the 12th Floors, Viriyathavorn Building.

73,739.29 - Office tap water and electricity charges to the 9th and the 12th Floors, Viriyathavorn Building, were accrued for December 2012.

- BMN entered into the office space 6,445,876.30 lease agreement in Viriyathavorn Building with CH. Karnchang Public Company Limited, with a term of three years until 9 February 2013, on the 12th Floor, covering a total area of 651.24 square metres, and on the 9th Floor, covering a total area of 640.16 square metres. The rental and service charge rate is Baht 350 per square metre per month.

2012

Transaction Value (Baht)

- Construction and other payables

Bangkok Metro Networks Limited (BMN) - Administrative expenses (arising from the rental of office space and public utilities expenses)

Nature of Transaction

- This rental rate is comparable to the rental rates charged by the lessor to third party lessees, which range Baht 320-370 per square metre per month.

Opinion of the Audit Committee


98

Bangkok Metro Public Company Limited

Relationship

2. CK. Office Tower - CK. Office Tower Co., Ltd. is an Co., Ltd. associated company with common directors. - CK. Office Tower Co., Ltd. has interests in the Company through its 5.51% holding of shares in CH. Karnchang Public Company Limited as at 4 January 2013. - The major shareholders of CK. Office Tower Co., Ltd. are Mahasiri Siam Company Limited and the Trivisvavet Family, holding 25% and 75% in CK. Office Tower Co., Ltd., respectively. - Mr. Plew Trivisvavet, a director of CK. Office Tower Co., Ltd., is the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company.

Persons/ Juristic persons who may have conflict of interest Bangkok Metro Networks Limited - Administrative expenses

Nature of Transaction

28,598.13

2011

Necessity/Details

31,401.88 - Parking space service charges of the contractual parties between CK. Office Tower Co., Ltd. and Bangkok Metro Networks Limited.

2012

Transaction Value (Baht)

- This parking space service charge rate is comparable to the service charge rates charged by the lessor to third party lessees.

Opinion of the Audit Committee


99

Annual Report 2012

3. CKET Joint Venture

Persons/Juristic persons who may have conflict of interest

- CKET Joint Venture is an associated company. CKET Joint Venture is a joint venture between CH. Karnchang Public Company Limited and Expert Transport Company Limited at 80% and 20%, respectively. CH. Karnchang Public Company Limited holds 24.61% of shares in the Company. - Mahasiri Siam Company Limited, a shareholder of the Company, holds 90% of shares in Expert Transport Company Limited. - Mr. Plew Trivisvavet, the Chairman of the Board of Directors and the Chairman of the Executive Committee of the Company, is also director, executive director and in the management of CH. Karnchang Public Company Limited. - Dr. Sombat Kitjalaksana, a director and Vice Chairman of the Executive Committee of the Company, is also a director of CH. Karnchang Public Company Limited.

Relationship The Company - Other non-current assets (Advance payment for project work)

Nature of Transaction 11,500,000.00

2011

Necessity/Details

Opinion of the Audit Committee

11,500,000.00 - The Company hired CKET, for - The contract was made with clear a total contractual value of Baht 7 terms of payment. million, as consultant for the Purple Line, with a contract term of 6 months (September 2010 - February 2011): Baht 2 million of September 2010 and Baht 1 million per month during October 2010 - February 2011. Moreover, the Company executed an additional contract to hire CKET, for a total contractual value of Baht 4.5 million, with a contract term of 3 months (March 2011 - May 2011): Baht 1.5 million per month.

2012

Transaction Value (Baht)


100

Bangkok Metro Public Company Limited

Relationship

4. Mass Rapid - The Mass Rapid Transit Authority of Transit Authority of Thailand holds 2,987.5 million shares, Thailand representing 25.00% of shares in the Company as at 29 October 2012. - Mrs. Kritaya Sumitanant, executive of the MRTA, is a director of the Company. - Miss Dachanee Euarchukiat, subcommittee member of the MRTA, is a director of the Company.

Persons/Juristic persons who may have conflict of interest

- Remuneration payable from revenue and others - Remuneration from fare revenue - Remuneration from commercial development revenue

The Company - Other non-current assets (Advance payment for project work) - Revenue from fare compensation

Nature of Transaction

18,220,467.14

15,382,019.41

- The transaction is in accordance with the conditions of the Concession Agreement with which the Company is required to comply.

- The transaction is approved by the MRTA Board based on the calculation of the average fare revenue on Sundays.

- - Revenue from fare compensation for 3 July 2011 (the date of Election of Members of House of Representatives), representing the Companyâ&#x20AC;&#x2122;s cooperation with the MRTA to allow people to use the MRT service free of charge, provided that the MRTA would compensate the Company for the fare. 23,624,491.38 - The Company agrees to pay remuneration to the MRTA from the fare revenue and commercial 18,498,645.81 development revenue amounting to Baht 23.6 million and electric 38,766,156.25 charges for elevators, park and ride building, basement at the Lat Phrao Station, for December 2012 amounting to Baht 20,000.

2,904,601.00

14,117,653.47

- The transaction is in accordance with the conditions of the tender documents.

Opinion of the Audit Committee

467,289.72 - Fee for TOR documents of the Purple Line Project

2012

Necessity/Details

467,289.72

2011

Transaction Value (Baht)


101

Annual Report 2012

4. Mass Rapid Transit Authority of Thailand (Continued)

Persons/ Juristic persons who may have conflict of interest

- The Mass Rapid Transit Authority of Thailand holds 2,987.5 million shares, representing 25.00% of shares in the Company as at 29 October 2012. - Mrs. Kritaya Sumitanant, executive of the MRTA, is a director of the Company. - Miss Dachanee Euarchukiat, subcommittee member of the MRTA, is a director of the Company.

Relationship

- Other non-current assets (Deposit) 556,255.35

194,884.84

39,968.16

- Electricity charges (Cost of commercial development) Bangkok Metro Networks Limited - Prepaid Expenses

104,690.67

2011

Necessity/Details

- The transaction is made and paid under the Agreement.

- The transaction is the expense which was made and paid under the Agreement.

Opinion of the Audit Committee

556,255.35 - Performance bond and insurance - The transaction is the expense for using the area for advertising which was made and paid under board installation at the Interchange the Agreement. Building at the MRT Sukhumvit Station.

204,828.69 - Prepayment for insurance premiums for property and third party liability in the vicinity of the Interchange Building at the MRT Sukhumvit Station in respect of the MRTAâ&#x20AC;&#x2122;s property.

112,391.25 - Electricity charges for elevators, park and ride building at the Lat Phrao Station. 81,558.50 - Electricity charges for the basement at the Lat Phrao Station.

2012

Transaction Value (Baht)

- Electricity charges (Cost of fare box)

Nature of Transaction


102

Bangkok Metro Public Company Limited

0U&KDLZDW8WDLZDQ&KDLUPDQ The Company of the Board of Directors of - Administrative Suvarnabhumi Airport Hotel Company expenses Limited, is currently the President, director and Executive Committee Member of the Company. -

100,151.01

- Other expenses (Building and land taxes and insurance premiums)

5. Suvarnabhumi Airport Hotel Company Limited

672,720.00

2011

Necessity/Details

- The transaction is in accordance with the conditions of the Agreement.

- The rental rate of such advertising media is reasonable.

Opinion of the Audit Committee

62,990.65 - Expenses in the reception banquet - This service charge rate is an for the management on April 20, ordinary rate charged to general 2012. customers.

2,051,796.00 - BMN executed an agreement permitting for use of the area for advertising board installation in the vicinity of the Interchange Building at the MRT Sukhumvit Station, covering an area of 112.12 square metres, with a contract term of 3 \HDUVVLQFH6HSWHPEHUx 31 August 2014. 415,634.12 - Building and land taxes amounted to Baht 293,113.68; insurance premiums for property and third party liability amounted to Baht 4,185.48; and electricity charges amounted to Baht 118,334.96.

2012

Transaction Value (Baht)

Bangkok Metro Networks Limited (BMN) - Cost of commercial development (Remuneration from commercial development revenue)

- The Mass Rapid Transit Authority of Thailand holds 2,987.5 million shares, representing 25.00% of shares in the Company as at 29 October 2012. - Mrs. Kritaya Sumitanant, executive of the MRTA, is a director of the Company. - Miss Dachanee Euarchukiat, subcommittee member of the MRTA, is a director of the Company.

Relationship

Nature of Transaction

4. Mass Rapid Transit Authority of Thailand (Continued)

Persons/ Juristic persons who may have conflict of interest


³ÊÈÊØØÎÙÞÆÓɯÚØÙÎËÎÈÆÙÎÔÓÔËÙÍÊ·ÊÑÆÙÊÉ directors, executives or related party to ensure compliance with Section 89/12 of the Securities and Exchange Act (No. Party Transactions At the Meetings of the Board of Directors No. 3/2012 on 8 May 2012; No. 4/2012 on 7 August 2012; No. 6/2012 on 12 November 2012; and No. 1/2013 on 19 February 2013, the Audit Committee jointly considered and reviewed the related party transactions, with the Company’s management, and opined that the transactions between the Company and persons and/or juristic persons who may have a conflict of interest were justified and necessary for the Company’s business operations in accordance with the measures for the approval of related party transactions as described below.

Measures or Steps for the Approval of Related Party Transactions

The Company complied with the rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. In the case where the Company is entering into a related party transaction that may give rise to a conflict of interest, such a transaction must be approved by the Board of Directors and the Audit Committee would consider the justification of the transaction whilst taking into account the best interests of the Company. The pricing and terms of the transaction must be based on the ordinary course of business and must be a fair price or be comparable to the market price. Furthermore, any person who has any interest or who may have a conflict of interest in connection with such transaction shall not be allowed to participate in the consideration and approval of such transaction. In this regard, the Board of Directors’ Meeting No. 3/2008 held on 11 August 2008 resolved to grant approval in principle for the trade agreement under the general commercial terms that should such those transactions have such commercial terms as that one should treat towards his/her contractual party under the same circumstances by virtue of power to negotiate on trading without his/her influence due to the capacity as director, executive or related party in execution of transactions between the Company and its Subsidiary with

4) B.E. 2551 (2008).

Policy or Future Trend of Related Party Transactions

The Company shall comply with the rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, including the rules on the disclosure of related party transactions as well as acquisition and disposition of significant assets of the Company or its Subsidiary and the accounting standards as prescribed by the Federation of the Accounting Professions. If there are transactions which may give rise to conflict of interest in the future, such as, hiring a group of persons who may have conflict of interest to carry out construction, project management, project maintenance, the Board of Directors, with the Audit Committee, shall consider the necessity and justification of such transactions, including the pricing and terms of the transactions, which must be based on the ordinary course of business. The price must also be compared with the price applicable to third parties or the market price. A person who has any interest shall not be allowed to participate in the consideration and approval of the transactions. The Company has no policy to extend or guarantee a loan for a person who may have a conflict of interest under the definition of the SEC. In case that the Audit Committee does not have expertise to consider any particular related party transaction which may take place, the Company shall arrange for an independent expert or the Company’s auditor to opine on such related party transaction to support the decision-making of the Board of Directors and/or the Audit Committee or the shareholders, as the case may be. The Company will disclose the related party transactions in the notes to the financial statements that have been reviewed or audited by the Company’s auditor.

103 Annual Report 2012


16. Management Discussion and Analysis of Financial Position and Results of Operations 16.1 Analysis of Results of Operations

The Company’s major revenue is derived from the fare box revenue, representing 86.8 percent of total revenues; and commercial development revenue and other income which represent 13.2 percent of total revenues. The Company’s and its Subsidiary’s total revenues for 2012 amounted to Baht 2,280.74 million, representing an increase by 19.8 percent as compared to that of 2011. In 2012, the fare box revenue amounted to Baht 1,979.35 million, representing an increase by 20.3 percent, which is higher than the increase in 2011 as compared to 7.9 percent in 2010, mainly due to an increase in the volume of passengers on working days and holidays, as well as the increased fare rates in the middle of the previous year. The commercial development revenue amounted to Baht 290.77 million, which increased by approximately Baht 37 million or representing an increase by 14.7 percent due to the growth of the media advertising procurement and production business in the type of PID (Passenger Information Display), revenue from licensing fee of telecommunications services, e.g., 3G, as well as revenue from space lease for installation of ATM booths and revenue from space lease for various marketing campaigns within stations. In 2012, the Company’s average daily volume of passengers on working days and the average daily volume of passengers increased to 252,826 and 220,225 trips per day, respectively, or representing an increase by 14.6 percent and 16.3 percent, respectively, as a result of the real property development around the route, and the increased oil price which changed the commuting behavior in the urban area towards more use of the metro system. The fare box ratio was at 1.45 times; and the earnings before interest, tax, depreciation and amortization (EBITDA) of the Company and its Subsidiary amounted to Baht 554 million.

104 Bangkok Metro Public Company Limited

The total expenses of the Company and its Subsidiary comprise costs of fare box, commercial development costs, amortization of project costs, selling and administrative expenses. In 2012, the total expenses (excluding finance cost) amounted to Baht 1,727.12 million, which increased by approximately 5.1 percent from the previous year. Due to the fact that in the middle of 2012, the Metropolitan Electricity Authority adjusted the tariffs, the Company’s electricity costs thus increased by approximately Baht 43 million from the previous year or representing an increase by approximately 13 percent, thereby giving rise to an increase in the costs of fare box. The significant operating expenses comprise repair and maintenance costs amounting to Baht 521.02 million, the staff costs amounting to Baht 468.79 million, the utilities costs amounting to Baht 391.26 million, insurance premium amounting to Baht 73.32 million and the remuneration from revenue under the Concession Agreement amounting to Baht 63.32 million. The finance cost of the Company and its Subsidiary for 2012 totaled Baht 1,186.21 million, representing an increase by Baht 85.75 million or 7.79 percent, as compared to that of the previous year, mainly due to an increase in the average interest rate in the market for the entire year as compared to that of 2011. The Company’s and its Subsidiary’s results of operations in 2012 show a net loss of Baht 981 million, representing a decrease by Baht 173.18 million or 15 percent, as compared to that of 2011, due to the Company’s increased total revenues as a result of the continued increase in the volume of passengers, while the expenses increased at a lower rate, thereby rendering the Company’s earnings before interest, tax, depreciation and amortization (EBITDA) in 2012 to Baht 554 million, which increased by 113.16 percent as compared to that of 2011, not to mention the decreased annual loss.


In 2012, the Company’s fare box revenue was sufficient to cover As at December 31, 2012, the Company and its Subsidiary had the costs of fare box, with the fare box ratio at 1.45 times; and total assets of Baht 18,304.02 million, representing a decrease the Company’s earnings before interest, tax, depreciation and by Baht 163.05 million or 0.88 percent as compared to that of amortization (EBITDA) amounted to Baht 554 million. 2011, mainly due to the fact that the net project costs decreased from the amortization of project costs by Baht 342 million. Financial Ratio

16.2 Analysis of Financial Position

As at December 31, 2012, the Company and its Subsidiary had total liabilities of Baht 17,347.33 million, representing an increase by Baht 818 million or 4.94 percent from last year, mainly due to an increase in the long-term liabilities from increased accrued interest to banks and shareholders.

Ratio Net profit (loss) margin (%) Return on equity (%) Debt to equity ratio (times) Debt to equity ratio1 (times)

2012 (43.01) (70.78) 18.13 2.63

2011 (60.64) (47.04) 8.53 2.20

As at December 31, 2012, shareholders’ equity of the Company and its Subsidiary amounted to Baht 956.69 million, representing a decrease by Baht 980.51 million or 50.61 percent from the end of 2011, as a result of the operating loss incurred in 2012.

Remark: 1 Debt to equity ratio calculated pursuant to the conditions in the long-term loan agreement, based on the figures from the Company’s separate financial statements by using total liabilities and contingent liabilities net of the sponsor support: subordinated loan, divided by the total of paid-up capital, share premium, retained earnings (loss), reserves and the sponsor support: subordinated loan, but excluding any amounts attributable to revaluation of assets.

Liquidity As at December 31, 2012, the Company and its Subsidiary had cash and cash equivalents of Baht 82.96 million, representing a decrease by Baht 22.03 million as compared to that as at the end of 2011. The cash inflow in 2012 was derived from the net cash flows from operating activities amounting to Baht 21.45 million and the net cash flows from financing activities amounting to Baht 29.16 million, including cash balance from 2011 which was used in investing activities in a net amount of Baht 72.64 million, mainly in the M&E Equipment.

As at December 31, 2012, the Company’s and its Subsidiary’s debt to equity ratio equaled 18.13 times, representing an increase from 8.53 times in the previous year. However, the debt to equity ratio which was calculated pursuant to the conditions of the long-term loan agreement, namely, based on the separate financial statements, provided the long-term loan from the shareholders and accrued interest were not included in liabilities, but they were treated as equity, would equal 2.63 times, representing an increase from 2.20 times of the same period of the previous year.

Auditor’s Fee For the fiscal year ended 31 December 2012, the audit fees paid to the Company’s auditor, namely, Ernst & Young Office Limited, totalled Baht 2,210,000, which included the audit fees of the Company and the Subsidiary as detailed below: ¸ÚÒÒÆ×ÞÔËÙÍʨÔÒÕÆÓÞÆÓÉÙÍʸÚÇØÎÉÎÆ×Þõ¦ÚÉÎÙ«ÊÊØÎÓúšùú Company Bangkok Metro Public Company Limited Bangkok Metro Networks Limited

Auditor Mr.Supachai Phanyawattano Mr.Supachai Phanyawattano Total Audit Fees

Audit Fee (Baht) 1,250,000 960,000 2,210,000

The Company and such Subsidiary had no other non-audit fees payable to the auditor, the audit firm of which the auditor is a member, and any person or business relating to the auditor and the audit firm of which the auditor is a member.

105 Annual Report 2012


17. Report on Responsibilities

of the Board of Directors towards the Financial Report The Board of Directors is responsible for the consolidated financial statements of the Company and its Subsidiary, as well as financial information memorandum contained in the Annual Report, by ensuring that the Company’s financial report contains accurate and full accounting records, and has been prepared in compliance with the generally accepted accounting standards, proper accounting policy has been applied and regularly complied with, and due discretion in the projection has been exercised, in order to reflect the Company’s actual financial position and results of its operations. The Board of Directors established the Audit Committee comprising independent directors fully qualified in accordance with the requirements of the Office of Securities and Exchange Commission and relevant rules and regulations to supervise the Company’s internal control system for effectiveness, review and ensure accuracy and sufficiency of the financial report, including accurate and complete disclosure of related party transactions or transactions with conflict of interest, in compliance with the requirements of the Stock Exchange of Thailand and relevant rules and regulations. In this regard, the Audit Committee has already reported its performance to the Board of Directors. The Board of Directors is of the opinion that the financial statements for 2012 of the Company and its Subsidiary, which have been reviewed by the Audit Committee in conjunction with the management, and audited by the Company’s auditor, present fairly, in all material aspects, the financial position and the results of operations of the Company and its Subsidiary in accordance with generally accepted accounting principles.



0U3OHZ7ULYLVYDYHW  Chairman of the Board of Directors

106 Bangkok Metro Public Company Limited

0U&KDLZDW8WDLZDQ

Managing Director


18. Audit Committee’s Report for 2012 The Audit Committee of Bangkok Metro Public Company Limited was appointed by resolution of the Ordinary General Meeting of Shareholders, comprising three independent directors, namely, General Chetta Thanajaro, as the Chairman of the Audit Committee, Mr. Vitoon Tejatussanasoontorn and Lieutenant General Surat Sumrith, as the Audit Committee members. In 2012, the Audit Committee had five meetings with the high level executives and the management of the Company to independently consider the issues as assigned by the Company’s Board of Directors, in accordance with the regulations of Bangkok Metro Public Company Limited on the rules and guidelines for practice of the Audit Committee in line with the requirements of the Stock Exchange of Thailand, as may be summarized as follows: 1. The Audit Committee reviewed the quarterly and 2012 annual financial statements in compliance with generally accepted accounting standards so as to ensure the correctness and reliability of the accounting system and its financial reports, as well as the sufficient disclosure of information in the financial statements, including review of related party transactions between the Company, its Subsidiary and related companies to ensure that the Company has executed the transactions in the ordinary course of business and in accordance with the rules as set forth by the Stock Exchange of Thailand, with sufficient information disclosure, for the benefits of investors. In review of the financial statements and compliance with applicable regulations and laws, the Audit Committee is of the opinion that the Company has complied with the applicable laws, and its accounting system and financial reports are correct and reliable. 2. The Audit Committee reviewed the evaluation of the Company’s internal control system and the monitoring of correction of material faults in the system by the Office of Internal Audit, and then confirmed that the Company has the internal control system which is sufficient for the business operations and achieves the objectives of the internal control in respect of effectiveness and efficiency of its operation, resource utilization, reliability of the financial reports and results of operations, compliance with laws, rules and regulations. 3. The Audit Committee supervised the internal audit to be in line with the approved plan by reviewing the audit report for 2012 so as to ensure efficient and effective operation with good internal control system and compliance with the law on securities and exchange or the law relating to the business of the Company, and follow up the correction in accordance with the audit report in material issues for the good corporate governance. In addition, the Audit Committee has considered the audit plan for 2013 which was prepared based on the Company’s internal control evaluation and potential risk factors. The scope of the audit plan covers all material issues, accommodates the prevention from possible risks, provides appropriate internal control for the corporate risk management and brings optimum benefits to the Company and its shareholders. Moreover, the Audit Committee has also considered the independence of the internal audit unit and the auditor, as well as attending the meeting with the auditor without the management once a year. Furthermore, the Audit Committee provided the opinion and proposed to the Board of Directors to seek approval of the 2013 Annual Ordinary General Meeting of Shareholders for appointment of either Mr. Supachai Phanyawattano, Certified Public Accountant No. 3930, and/or Mr. Narong Puntawong, Certified Public Accountant No. 3315, and/or Miss Siraporn Ouaanunkun, Certified Public Accountant No. 3844, of Ernst & Young Office Limited as the Company’s auditor for 2013, with the auditing fee in the total amount of not exceeding Baht 1,355,000.

Chetta Thanajaro Chairman of the Audit Committee

107 Annual Report 2012


19. Report and Consolidated Financial Statements ®ÓÉÊÕÊÓÉÊÓÙ¦ÚÉÎÙÔ×õØ·ÊÕÔ×Ù To the Shareholders of Bangkok Metro Public Company Limited I have audited the accompanying consolidated financial statements of Bangkok Metro Public Company Limited and its subsidiary, which comprise the consolidated statement of financial position as at 31 December 2012, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, and have also audited the separate financial statements of Bangkok Metro Public Company Limited for the same period. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bangkok Metro Public Company Limited and its subsidiary and of Bangkok Metro Public Company Limited as at 31 December 2012, and their financial performance and cash flows for the year then ended, in accordance with Thai Financial Reporting Standards.

Supachai Phanyawattano Certified Public Accountant (Thailand) No. 3930 Ernst & Young Office Limited Bangkok: 19 February 2013

108 Bangkok Metro Public Company Limited


Bangkok Metro Public Company Limited and its subsidiary

Statement of financial position

As at 31 December 2012

Assets Current assets Cash and cash equivalents Trade and other receivables Prepaid expenses Other current assets Total current assets Non-current assets Investment in subsidiary Project costs Equipment Advance payment for assets Goodwill Other intangible assets Other non-current assets Total non-current assets Total assets

Note

Consolidated financial statements 2012 2011

(Unit: Baht) Separate financial statements 2012 2011

 

82,964,729 61,288,153 50,554,710 20,249,561 215,057,153

104,994,036 48,459,071 40,381,921 19,802,917 213,637,945

79,565,841 38,254,426 49,837,489 12,186,583 179,844,339

100,663,015 38,882,291 39,685,978 11,205,537 190,436,821

  

17,887,711,382 14,191,468 164,920,155 6,033,738 1,467,641 14,640,983 18,088,965,367 18,304,022,520

18,122,268,038 15,349,683 98,706,793 6,033,738 2,177,281 8,894,885 18,253,430,418 18,467,068,363

149,585,600 17,547,176,816 13,122,478 163,720,178 1,467,638 196,582 17,875,269,292 18,055,113,631

149,585,600 17,772,067,812 14,316,931 97,230,878 2,177,278 192,082 18,035,570,581 18,226,007,402



The accompanying notes are an integral part of the financial statements

109 Annual Report 2012


Bangkok Metro Public Company Limited and its subsidiary

Statement of financial position (continued)

As at 31 December 2012

Note Liabilities and shareholders' equity Current liabilities Bank overdraft  Construction payables and other payables  Unearned fare box revenue Deposits on stored value ticket Current portion of long-term loans and accrued interest  Other current liabilities Total current liabilities Non-current liabilities Construction payable to related party  Long-term loans and accrued interest-net of current portion  Long-term loans from shareholder and accrued interest  Provision for long-term employee benefits  Deferred leasehold right revenue Guarantee on rental and service and advertising management agreements Unearned revenue from advertising management rights  Other non-current liabilities  Total non-current liabilities Total liabilities

Consolidated financial statements 2012 2011 6,036,777

5,288,815

-

-

540,436,327 67,441,066 30,238,189

474,860,113 82,995,492 48,970,042

515,666,359 67,441,066 30,238,189

459,941,518 82,995,492 48,970,042

10,076,329 19,803,250 674,031,938

8,542,904 21,570,207 642,227,573

8,111,942 621,457,556

11,826,803 603,733,855

130,185,781

130,185,781

-

-

12,244,866,841

11,842,930,668

12,155,366,841

11,743,430,668

3,980,987,602

3,709,046,475

3,980,987,602

3,709,046,475

30,757,447 6,802,684

15,763,321 7,035,479

27,426,687 -

14,036,702 -

29,704,715

35,702,935

-

-

249,996,229 16,673,301,299 17,347,333,237

146,974,845 15,887,639,504 16,529,867,077

21,000,000 249,996,229 16,434,777,359 17,056,234,915

28,000,000 146,974,845 15,641,488,690 16,245,222,545

The accompanying notes are an integral part of the financial statements

110

Bangkok Metro Public Company Limited

(Unit: Baht) Separate financial statements 2012 2011


Bangkok Metro Public Company Limited and its subsidiary

Statement of financial position (continued)

As at 31 December 2012 Shareholders' equity Share capital Registered 11,950,000,000 ordinary shares of Baht 1 each Issued and fully paid-up 11,950,000,000 ordinary shares of Baht 1 each Share premium Deficit Equity attributable to owners of the Company Non-controlling interests of the subsidiary Total shareholders' equity Total liabilities and shareholders' equity

Consolidated financial statements 2012 2011

11,950,000,000

11,950,000,000

11,950,000,000 11,950,000,000 968,445,115 968,445,115 (12,023,005,644) (11,042,008,341)

(Unit: Baht) Separate financial statements 2012 2011

11,950,000,000

11,950,000,000

11,950,000,000 11,950,000,000 968,445,115 968,445,115 (11,919,566,399) (10,937,660,258)

895,439,471

1,876,436,774

998,878,716

1,980,784,857

61,249,812 956,689,283

60,764,512 1,937,201,286

998,878,716

1,980,784,857

18,304,022,520

18,467,068,363

18,055,113,631

18,226,007,402

The accompanying notes are an integral part of the financial statements

111 Annual Report 2012


Bangkok Metro Public Company Limited and its subsidiary

Statement of comprehensive income

For the year ended 31 December 2012 Revenues Fare box revenues Commercial development revenues Other income Total revenues Expenses Costs of fare box Costs of commercial development Amortisation of project costs Selling expenses Administrative expenses Total expenses Profit (loss) before finance cost Finance cost Loss for the year Other comprehensive income: Other comprehensive income for the year Total comprehensive loss for the year Profit (loss) attributable to: Equity holders of the Company Non-controlling interests of the subsidiary Basic loss per share Loss attributable to equity holders of the Company



1,979,347,901 290,773,706 10,619,213 2,280,740,820

1,645,871,211 253,621,359 3,721,228 1,903,213,798

1,979,347,901 163,996,911 8,548,360 2,151,893,172

1,645,871,211 135,655,678 3,616,542 1,785,143,431

1,369,060,114 116,461,814 341,956,013 30,065,055 217,503,559 2,075,046,555 205,694,265 (1,186,206,268) (980,512,003)

1,308,923,622 99,648,353 308,004,562 23,874,382 219,755,639 1,960,206,558 (56,992,760) (1,100,462,414) (1,157,455,174)

1,369,060,114 79,577,020 323,684,346 11,506,435 182,222,441 1,966,050,356 185,842,816 (1,167,748,957) (981,906,141)

1,308,923,622 60,972,849 287,872,866 4,687,809 188,482,436 1,850,939,582 (65,796,151) (1,082,250,100) (1,148,046,251)

-

-

-

-

(980,512,003)

(1,157,455,174)

(981,906,141)

(1,148,046,251)

(980,997,303)

(1,154,180,144)

(981,906,141)

(1,148,046,251)

485,300 (980,512,003)

(3,275,030) (1,157,455,174)

(0.08)

(0.10)

(0.08)

(0.10)

The accompanying notes are an integral part of the financial statements

112 Bangkok Metro Public Company Limited

(Unit: Baht) Separate financial statements 2012 2011

Consolidated financial statements 2012 2011


113

Annual Report 2012

(980,997,303) 895,439,471

485,300 61,249,812

(980,512,003) 956,689,283

(980,997,303) (12,023,005,644)

11,950,000,000

968,445,115

Total 3,094,656,460 (1,157,455,174) 1,937,201,286 1,937,201,286

(Unit: Baht)

Consolidated financial statements Equity attributable to owners of the Company Total equity Equity attributable Issued and attributable to to non-controlling fully paid-up Share owners of interests of share capital premium Deficit the Company the subsidiary 11,950,000,000 968,445,115 (9,887,828,197) 3,030,616,918 64,039,542 (1,154,180,144) (1,154,180,144) (3,275,030) 11,950,000,000 968,445,115 (11,042,008,341) 1,876,436,774 60,764,512 11,950,000,000 968,445,115 (11,042,008,341) 1,876,436,774 60,764,512

The accompanying notes are an integral part of the financial statements

Balance as at 31 December 2010 Total comprehensive loss for the year Balance as at 31 December 2011 Balance as at 31 December 2011 Total comprehensive income (loss) for the year Balance as at 31 December 2012

±ÚÝßÓÐäÐÌÝÐÙÏÐÏžœ¯ÐÎÐØÍÐݝ›œ

¾ßÌßÐØÐÙßÚÑÎÓÌÙÒÐÞÔÙÞÓÌÝÐÓÚ×ÏÐÝޒÐÜàÔßä

­ÌÙÒÖÚÖ¸ÐßÝÚ»àÍ×ÔήÚØÛÌÙä·ÔØÔßÐÏÌÙÏÔßÞÞàÍÞÔÏÔÌÝä


114

Bangkok Metro Public Company Limited

11,950,000,000 11,950,000,000

Balance as at 31 December 2010 Total comprehensive loss for the year Balance as at 31 December 2011

Balance as at 31 December 2011 Total comprehensive loss for the year Balance as at 31 December 2012

The accompanying notes are an integral part of the financial statements

Issued and fully paid-up share capital 11,950,000,000 11,950,000,000

±ÚÝßÓÐäÐÌÝÐÙÏÐÏžœ¯ÐÎÐØÍÐݝ›œ

¾ßÌßÐØÐÙßÚÑÎÓÌÙÒÐÞÔÙÞÓÌÝÐÓÚ×ÏÐÝޒÐÜàÔßä“ÎÚÙßÔÙàÐϔ

­ÌÙÒÖÚÖ¸ÐßÝÚ»àÍ×ÔήÚØÛÌÙä·ÔØÔßÐÏÌÙÏÔßÞÞàÍÞÔÏÔÌÝä

968,445,115 968,445,115

Share premium 968,445,115 968,445,115 (10,937,660,258) (981,906,141) (11,919,566,399)

Deficit (9,789,614,007) (1,148,046,251) (10,937,660,258)

Separate financial statements

1,980,784,857 (981,906,141) 998,878,716

Total 3,128,831,108 (1,148,046,251) 1,980,784,857

(Unit: Baht)


Bangkok Metro Public Company Limited and its subsidiary

Cash flow statement

For the year ended 31 December 2012 Cash flows from operating activities Loss Adjustments to reconcile loss to net cash provided by (paid from) operating activities:Depreciation and amortisation Allowance for doubtful debts (reversal) Revenue from unearned revenue from advertising management rights Amortisation on project costs Amortisation of prepaid expenses Withholding tax deducted at source written off Loss (gain) on disposal/write off of equipment and project costs Provision for long-term employee benefits Unrealised loss (gain) on exchange Interest expenses Profit from operating activities before Changes in operating assets and liabilities Operating assets (increase) decrease Trade and other receivables Prepaid expenses Other current assets Other non-current assets Operating liabilities increase (decrease) Construction payables and other payables Unearned fare box revenue Deposits on stored value ticket Other current liabilities Unearned revenue from advertising management rights Other non-current liabilities Cash flows from operating activities Cash paid for interest expenses Cash paid for withholding tax deducted at source Net cash flows from (used in) operating activities

Consolidated financial statements 2012 2011

(Unit: Baht) Separate financial statements 2012 2011

(980,512,003)

(1,157,455,174)

(981,906,141)

(1,148,046,251)

5,970,239 3,721,759

8,694,327 (1,116,965)

5,299,132 -

6,868,199 -

341,956,013 121,432,946

308,004,562 115,608,305

(7,000,000) 323,684,346 115,261,709

287,872,866 111,408,428

4,962,615

4,926,943

4,962,207

4,904,587

(732,110) 15,014,126 1,756,869 1,063,788,177

36,588 16,112,906 (2,955,973) 1,011,071,429

(732,110) 13,409,985 1,756,869 1,045,651,141

43,589 14,386,287 (2,955,973) 993,024,969

577,358,631

302,926,948

520,387,138

267,506,701

(16,550,841) (131,605,735) (577,057) (69,695,181)

(18,087,678) (111,089,637) (8,303,648) (80,884,818)

627,865 (125,413,220) (981,046) (69,702,786)

(14,197,251) (106,688,928) (7,852,401) (80,337,764)

26,526,993 (15,554,426) (18,731,853) (1,766,957)

(14,765,553) 11,260,245 4,360,750 3,247,464

23,607,764 (15,554,426) (18,731,853) (3,714,861)

(17,095,568) 11,260,245 4,360,750 2,190,619

96,770,369 446,173,943 (414,140,676)

98,310,228 186,974,301 (411,535,331)

103,001,384 413,525,959 (398,683,048)

30,000,000 69,001,222 158,147,625 (397,593,750)

(10,581,404)

(10,213,302)

(4,962,207)

(4,904,587)

21,451,863

(234,774,332)

9,880,704

(244,350,712)

The accompanying notes are an integral part of the financial statements

115 Annual Report 2012


Bangkok Metro Public Company Limited and its subsidiary

Cash flow statement (continued)

For the years ended 31 December 2012 Cash flows from investing activities Acquisition of equipment Increase in intangible assets Proceed from disposal of equipment and project costs Increase in advance payment for assets Increase in project costs Net cash flows used in investing activities Cash flows from financing activities Increase in bank overdraft Repayment of long-term loan Increase in long-term loans from shareholder Net cash flows from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental cash flow information: Non-cash transactions Transfer advance payment for assets to project costs Purchase of project costs for which no cash has been paid

(4,111,091) -

(4,124,244) (1,602,943)

(3,403,746) -

(3,778,988) (1,602,943)

771,907 (111,232) (69,187,923)

7,570 (9,504,972)

771,907 (65,255,246)

280 (7,097,917)

(72,638,339)

(15,224,589)

(67,887,085)

(12,479,568)

747,962 (8,500,000)

287,752 (4,000,000)

-

-

36,909,207 29,157,169

330,000,000 326,287,752

36,909,207 36,909,207

330,000,000 330,000,000

(22,029,307)

76,288,831

(21,097,174)

73,169,720

104,994,036

28,705,205

100,663,015

27,493,295

82,964,729

104,994,036

79,565,841

100,663,015

3,596,155

183,190

3,208,986

-

34,646,369

-

30,360,208

-

The accompanying notes are an integral part of the financial statements

116 Bangkok Metro Public Company Limited

(Unit: Baht) Separate financial statements 2012 2011

Consolidated financial statements 2012 2011


Bangkok Metro Public Company Limited and its subsidiary Notes to consolidated financial statements For the year ended 31 December 2012 1. General information Corporate information Bangkok Metro Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. Its major shareholders are Mass Rapid Transit Authority of Thailand (“MRTA”) and CH. Karnchang group of companies, which were incorporated in Thailand. The Company is principally engaged in the operation of the MRTA Initial System Project - Chaloem Ratchamongkhon Line (“the Project”) and commercial development. The registered office of the Company is at 189 Rama IX Road, Huai Khwang, Bangkok. a)

On 1 August 2000, the Company entered into “Agreement for the MRTA Initial System Project - Chaloem Ratchamongkhon Line” (“the Concession Agreement”) with the MRTA to design, manufacture, supply, install, test and commission the M&E Equipment, and for the operation and maintenance of the MRTA Initial System. The Agreement is for 25 years from the date that MRTA issues a Notice of No Objection to Commencement of Revenue Service. The MRTA Initial System officially commenced operation on 3 July 2004. Under the Agreement, the Company has commitments to make certain payments to the MRTA, which consist of remuneration from fares, remuneration from commercial development, apportionment of profit calculated from the Return on Equity (ROE) and any benefit derived from the interest rate on a credit agreement being lower than a specified rate in the Concession Agreement.

b)

On 19 December 2001, the Company entered into a long-term loan agreement with a group of domestic lenders, comprising of 4 commercial banks (Onshore Facilities Agreement). The loan agreement, which was amended 5 times of supplemental agreements from 27 January 2003 to 29 August 2008, provides 5 credit facilities, named Tranche A to Tranche E. After the Company fully paid Tranche D and Tranche E in 2006, the Company had the following remaining credit facilities: 1)

Tranche A: A long-term loan facility of Baht 11,000 million for the payment of project costs.

2)

Tranche B: A performance guarantee facility of Baht 150 million provided to guarantee the Company’s obligations to the MRTA under the Concession Agreement.

3)

Tranche C: A performance guarantee facility of Baht 60 million provided to guarantee the Company’s obligations to the relevant authorities in relation to the Project.

117 Annual Report 2012


™ ­ÌÞÔÞÚÑÛÝÐÛÌÝÌßÔÚÙ 

™œ The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 28 September 2011, issued under the Accounting Act B.E. 2543. The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies. ™ ­ÌÞÔÞÚÑÎÚÙÞÚ×ÔÏÌßÔÚÙ a) The consolidated financial statements include the financial statements of Bangkok Metro Public Company Limited (“the Company”) and its subsidiary company, Bangkok Metro Networks Limited (“the subsidiary”). The subsidiary domiciled in Thailand, which is principally engaged in rental of retail space and provision of advertising services and telecommunication services in underground train stations. The Company’s interest in the equity of the subsidiary is 65.2%. b)

Subsidiary is fully consolidated, from the date on which the Company obtains control, and to be consolidated until the date when such control ceases.

c)

The financial statements of the subsidiary is prepared using the same significant accounting policies as those of the Company.

d)

Material balances and transactions between the Company and its subsidiary company have been eliminated from the consolidated financial statements.

e)

Non-controlling interests represent the portion of profit or loss and net assets of the subsidiary that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statements of financial position.

™ž The separate financial statements, which present investment in subsidiary under the cost method, have been prepared solely for the benefit of the public.       

118 Bangkok Metro Public Company Limited


3. New accounting standards not yet effective

The Federation of Accounting Professions issued the following new/revised accounting standards that are effective for fiscal years beginning on or after 1 January 2013.

Accounting standards: TAS 12 Income Taxes TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government Assistance TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates Financial Reporting Standard: TFRS 8 Operating Segments Accounting Standard Interpretations: SIC 10 Government Assistance - No Specific Relation to Operating Activities SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders The management of the Company and its subsidiary believes that these accounting standards will not have any significant impact on the financial statements for the year when they are initially applied, except for the following accounting standard. TAS 12 Income Taxes This accounting standard requires an entity to identify temporary differences, which are differences between the carrying amount of an asset or liability in the accounting records and its tax base, and to recognize deferred tax assets and liabilities under the stipulated guidelines. The effect of the adoption to the financial statements of the Company and its subsidiary will be to decrease loss for the year 2012 by Baht 22 million (insignificant to the loss per share) and decrease brought-forward deficit of the year 2012 by Baht 26 million (separate financial statements: decrease loss for the year 2012 by Baht 23 million (insignificant to the loss per share) and decrease brought-forward deficit of the year 2012 by Baht 20 million). In addition, the Federation of Accounting Professions has issued Notification No. 30/2555 - 34/2555, published in the Royal Gazette on 17 January 2013, mandating the use of accounting treatment guidance and accounting standard interpretations as follows. Effective date Accounting Treatment Guidance for Transfers of Financial Assets 1 January 2013 Accounting Standard Interpretation: SIC 29 Service Concession Arrangements: Disclosures 1 January 2014 Financial Reporting Standard Interpretations: TFRIC 4 Determining whether an Arrangement contains a Lease 1 January 2014 TFRIC 12 Service Concession Arrangements 1 January 2014 TFRIC 13 Customer Loyalty Programmes 1 January 2014 The management of the Company and its subsidiary is evaluating the first-year impact to the financial statements of the accounting treatment guidance and accounting standard interpretations and has yet to reach a conclusion.

119 Annual Report 2012


4. Significant accounting policies 4.1 Revenues and expenses recognition a)

Fare box revenue recognition Smart card and smart token sales are recognised as revenue when the services are rendered. Prepaid value in stored value smart cards is recorded as unearned fare box revenue in current liabilities in the statements of financial position.

b)

Commercial development revenue Commercial development revenue is recognised as income when service has been rendered.

c)

Other revenues and expenses recognition An accrual basis of accounting is adopted in recognition of other revenues and expenses.

4.2 Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions. 4.3 Trade and other receivables Trade and other receivables are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experience and analysis of debt aging. 4.4 Investment Investment in subsidiary, which is accounted for in the separate financial statements, is stated at cost net of allowance for loss on diminution in value. 4.5 Project costs and Unit of Throughput Amortisation Method (Unit of Throughput/ Unit of Production) The project costs are stated at cost less accumulated amortisation and allowance for loss on impairment of project costs (if any). The Company All expenditures and other related expenses which are incurred to construct the System and to enable it to become operational (â&#x20AC;&#x153;Project costsâ&#x20AC;?) are capitalised as assets and will be amortised over the concession period upon the commencement of operations of the System. Such project costs include management and consultant fees, design costs, electrical and mechanical works and rolling stock purchased during the concession period, interest and other financing expenses. The Company has been adopting the unit of throughput method of amortisation to amortise such project costs to be costs of fare box in profit or loss based on the following unit of throughput amortisation formula:

120 Bangkok Metro Public Company Limited


Amortisation for the period

= Net project costs at the beginning of period x Percentage of passengers for the period

Percentage of Passengers for the period

=

Current periodâ&#x20AC;&#x2122;s actual passengers (Actual passengers for the current period + Projected passengers during the remaining concession period)

Net project costs at the beginning of period = Total project costs - Accumulated amortisation as at beginning of period Subsidiary Amortisation of project costs is calculated by reference to its cost on the straight-line basis over the following estimated useful lives: Equipment and rental area at station improvement Telecommunication equipment Advertising equipment

5 years and concession period of subsidiary 5 years and concession period of subsidiary 5 years

Amortisation is included in profit or loss No amortisation is provided on project costs under construction. 4.6 Equipment/Depreciation Equipment is stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any). Depreciation of equipment is calculated by reference to its cost on the straight-line basis over the following estimated useful lives: Furniture and office equipment Motor vehicles

3, 5, 20 years 5 years

Depreciation is included in profit or loss . An item of equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised.

121 Annual Report 2012


4.7 Borrowing costs Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 4.8 Intangible assets The intangible assets are carried at cost less any accumulated amortisation and any impairment losses (if any). Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss. Intangible assets of the Company and its subsidiary with finite useful lives comprise of computer software, and have useful lives of 3 and 5 years. 4.9 Goodwill Goodwill is initially recorded at cost, which equals to the excess of the cost of business combination over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost to business combination, the excess is immediately recognised as gain in profit or loss. Goodwill is carried at cost less any impairment losses. Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. 4.10 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company and its subsidiary, whether directly or indirectly, or which are under common control with the Company and its subsidiary. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company and its subsidiary that gives them significant influence over the Company and its subsidiary, key management personnel, directors and officers with authority in the planning and direction of the operations of the Company and its subsidiary. 4.11 Long-term leases Leases of equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in other long-term payables, while the interest element is charged to profit or loss over the lease period. The equipment acquired under finance leases is depreciated over the useful life of the assets. Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term.

122 Bangkok Metro Public Company Limited


4.12 Foreign currencies Transactions in foreign currencies are translated into Baht at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rates ruling at the end of reporting period. Gains and losses on exchange are included in profit or loss. 4.13 Impairment of assets At the end of each reporting period, the Company and its subsidiary performs impairment reviews in respect of the project costs, equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the assetâ&#x20AC;&#x2122;s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company and its subsidiary could obtain from the disposal of the asset in an armâ&#x20AC;&#x2122;s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in profit or loss.

 4.14 Employee benefits  Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. 

Post-employment benefits 'HILQHGFRQWULEXWLRQSODQV The Company, its subsidiary and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and its subsidiary. The fundâ&#x20AC;&#x2122;s assets are held in a separate trust fund and the contributions of the Company and its subsidiary are recognised as expenses when incurred. 'HILQHGEHQHILWSODQV The Company and its subsidiary have obligations in respect of the severance payments they must make to employees upon retirement under labor law. The Company and its subsidiary treat these severance payment obligations as a defined benefit plan. The obligation under the defined benefit plan is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method.

123 Annual Report 2012


Actuarial gains and losses arising from post-employment benefits are recognised immediately in profit or loss. The defined benefits liability comprise the present value of the defined benefit obligation. For the first-time adoption of TAS 19 Employee Benefits in 2011, the Company and its subsidiary elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, as an expense on a straight-line basis over up to five years from the date of adoption. 4.15 Provisions Provisions are recognised when the Company and its subsidiary have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

5. Significant accounting judgements and estimates

The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgements and estimates are as follows: Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgement regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgement and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition. Goodwill and intangible assets The initial recognition and measurement of goodwill and other intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows. Post-employment benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

124 Bangkok Metro Public Company Limited


Estimated number of passengers Estimation of the number of passengers over the life of the concession period, which is used for the calculation of the project costs amortisation, requires use of assumptions as to matters such as the traffic model, the metro network model, average fuel costs and fare box structure. Impairment testing of project cost Impairment testing of project costs at the end of each reporting period requires management to prepare projections of the cash flows expected to be generated by the project costs or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows. Impairment of investment in subsidiary The Company reviews impairment of investment in subsidiary, which requires management to prepare projections of the cash flows expected to be generated by the investment in the future, and to choose a suitable discount rate in order to calculate the present value of those cash flows.

6. Related party transactions

During the years, the Company and its subsidiary had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and its subsidiary and those related parties.

Transactions with subsidiary company (eliminated from the consolidated financial statements) Commercial development revenue Transactions with related companies Fare box compensation revenue Costs of fare box Project maintenance costs Remuneration from fare box revenue Costs of commercial development Remuneration from commercial development revenue Administrative expenses Office rental and service Finance cost Bank charge Interest expense

Consolidated Separate financial statements financial statements 2012 2011 2012 2011

(Unit: Million Baht) Transfer Pricing policy

-

-

134

109

Contract prices

-

3

-

3

Agreed between party

18

3 15

18

3 15

Contract prices Concession agreement

41

19

39

18

Concession agreement

6

6

-

-

Contract prices

246

3 226

235

3 215

Contract prices Contract prices (Notes 16)

125 Annual Report 2012


As at 31 December 2012 and 2011, the balances of the accounts between the Company and its subsidiary and those related companies are as follows:

Trade and other receivables - related party (Note 8) Subsidiary - Bangkok Metro Networks Limited Construction payables and other payables related parties (Note 14) - CH. Karnchang Public Company Limited - MRTA - Others Construction payable and accrued interest to related party - CH. Karnchang Public Company Limited Current portion Accrued interest (Note 14) Long-term portion Construction payable Long-term loans from shareholder and accrued interest - CH. Karnchang Public Company Limited Long-term loans Accrued interest Unearned revenue from advertising management rights Subsidiary - Bangkok Metro Networks Limited Current portion (Note 14) Long-term portion

126 Bangkok Metro Public Company Limited

(Unit: Thousand Baht) Separate financial statements 2012 2011

Consolidated financial statements 2012 2011

-

-

33,567 33,567

36,464 36,464

574 23,624 662 24,860

14,118 345 14,463

500 23,624 24,124

7 14,118 14,125

10,658

8,011

-

-

130,186 140,844

130,186 138,197

-

-

3,000,000 980,988 3,980,988

2,963,091 745,955 3,709,046

3,000,000 980,988 3,980,988

2,963,091 745,955 3,709,046

-

-

7,000 21,000 28,000

7,000 28,000 35,000


Construction payable and accrued interest to related party Most of outstanding balances of construction payable and accrued interest to related party represent payable of the construction and infrastructure system design of retail space in the underground stations which the subsidiary has to pay to a related party. These outstanding balances were subject to interest at MLR plus 1 percent per annum. In accordance with the conditions stipulated in the long-term loan agreement described in note 15 to the financial statements, the subsidiary can settle loans and amounts payable to related companies and/or group companies if the subsidiary receives approval from the bank with respect to the arrangement of sufficient cash flows for the operations and financing costs. The subsidiary has no plan to pay its debt within 1 year. As a result, all construction payable is classified as non-current liabilities. During year 2012, the movements of long-term loans from shareholder and accrued interest were as follows:

Loans CH. Karnchang Public Company Limited Long-term loans Accrued interest Total

(Unit: Thousand Baht) Consolidated financial statements and separate financial statements Balance as at Increase Decrease Balance as at Related by 1 January 2012 during the year during the year 31 December 2012 Major shareholder 2,963,091 36,909 3,000,000 745,955 235,033 980,988 271,942 3,980,988 3,709,046

Directors and managementâ&#x20AC;&#x2122;s remuneration During the years ended 31 December 2012 and 2011, the Company and its subsidiary had employee benefit expenses of their directors and management as below. (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2012 2011 2012 2011 Short-term employee benefits 43,493 35,785 35,016 27,107 Post-employment benefits 2,629 5,598 1,880 2,949 Total 41,383 36,896 30,056 46,122

127 Annual Report 2012


7. Cash and cash equivalents

Cash Bank deposits Total

Consolidated financial statements 2012 2011 29,100 21,846 53,865 83,148 104,994 82,965

(Unit: Thousand Baht) Separate financial statements 2012 2011 29,010 21,756 50,556 78,907 79,566 100,663

As at 31 December 2012, bank deposits in saving accounts and current accounts carried interest at the rates 0.13 and 0.63 percent per annum (2011: 0.50 and 0.75 percent per annum). The Company has pledged its rights to receive deposits from bank accounts, with outstanding balances as at 31 December 2012 of approximately Baht 51 million (2011: Baht 79 million) with a group of lenders to secure its long term loans from those lenders. The Company is able to withdraw these deposits for its use of regular operation.

8. Trade and other receivables

Trade receivables Trade receivables - related party (Note 6) Trade receivables - unrelated parties Less: Allowance for doubtful debts Total trade receivables - net Other receivables Advances Accrued income Other receivables Total other receivables Trade and other receivables - net

Consolidated financial statements 2012 2011

(Unit: Thousand Baht) Separate financial statements 2012 2011

59,964 (4,438) 55,526

45,768 (716) 45,052

33,567 33,567

36,464 36,464

1,092 159 4,511 5,762 61,288

983 377 2,047 3,407 48,459

22 159 4,506 4,687 38,254

377 2,041 2,418 38,882

As at 31 December 2012 and 2011, most of the trade accounts receivable were within their credit terms. The Company and its subsidiary have assessed the recoverable value of the receivables that are one year or more past due. The outstanding balances of such receivables amounted to approximately Baht 3 million (2011: Baht 1 million) (The separate financial statements of years 2012 and 2011: Nil) and allowance for doubtful accounts of the receivables that are over one year and prevailing economic condition of Baht 4 million was recorded (2011: Baht 1 million) (The separate financial statements of years 2012 and 2011: Nil).

128 Bangkok Metro Public Company Limited


9. Investment in subsidiary Cost Less: Allowance for loss on diminution of investment in subsidiary Investment in subsidiary - net

(Unit: Thousand Baht) 2012 2011 165,586 165,586 (16,000) (16,000) 149,586 149,586

The Company has pledged all share certificates of investment in the subsidiary with a group of lenders to secure its long-term loans from those lenders.

129 Annual Report 2012


130

Bangkok Metro Public Company Limited

Cost: 1 January 2011 Additions Disposal/write off Transfer 31 December 2011 Additions Write off Transfer 31 December 2012 Accumulated amortisation: 1 January 2011 Amortisation for the year Amortisation on disposal/write off 31 December 2011 Amortisation for the year Amortisation on write off 31 December 2012 Net book value: 31 December 2011 31 December 2012 Amortisation for the year: 2011 2012

10. Project costs

16,574 4,087 20,661 3,545 24,206 29,725 26,180

32,426 8,787 41,213 8,975 50,188 107,079 99,274

1,397,702 287,873 (1) 1,685,574 323,684 (2) 2,009,256 17,756,696 17,547,177

50,386 50,386 50,386

144,719 568 3,005 148,292 105 1,065 149,462

19,435,742 3,268 (22) 3,282 19,442,270 98,045 (33) 16,151 19,556,433

MRT equipment

11,671 6,926

46,543 7,258 53,801 5,752 59,553

64,976 496 65,472 1,007 66,479

Consolidated financial statements Equipment and rental area at station Telecommunication Advertising improvement equipment equipment

217,097 208,154

-

218,028 5,356 (6,287) 217,097 8,273 (17,216) 208,154

Project costs under construction

308,005 341,956

18,122,268 17,887,711

1,493,245 308,005 (1) 1,801,249 341,956 (2) 2,143,203

19,913,851 9,688 (22) 19,923,517 107,430 (33) 20,030,914

Total

(Unit: Thousand Baht)


(Unit: Thousand Baht) Separate financial statements Project costs MRT under construction Total equipment Cost: 1 January 2011 Additions Disposal/write off Transfer 31 December 2011 Additions Write off Transfer 31 December 2012 Accumulated amortisation: 1 January 2011 Amortisation for the year Amortisation on disposal/write off 31 December 2011 Amortisation for the year Amortisation on write off 31 December 2012 Net book value: 31 December 2011 31 December 2012 Amortisation for the year: 2011 2012

19,435,742 3,268 (22) 3,282 19,442,270 98,045 (33) 16,151 19,556,433

14,824 3,830 (3,282) 15,372 779 (16,151) -

19,450,566 7,098 (22) 19,457,642 98,824 (33) 19,556,433

1,397,702 287,873 (1) 1,685,574 323,684 (2) 2,009,256

-

1,397,702 287,873 (1) 1,685,574 323,684 (2) 2,009,256

17,756,696 17,547,177

15,372 -

17,772,068 17,547,177 287,873 323,684

Project costs consist of M&E equipment, depot building and administration building. They will be transferred to the MRTA at the end of the concession period of 25 years, on an Acquire, Operate and Transfer basis. The Company has pledged M&E equipment, depot building and administration building of the Project with a group of lenders to secure its long-term loans from those lenders.

131 Annual Report 2012


11. Equipment Office equipment Cost: 1 January 2011 Additions Disposal/Write off 31 December 2011 Additions Disposal/Write off 31 December 2012 Accumulated depreciation: 1 January 2011 Depreciation for the year Depreciation on disposal/write off 31 December 2011 Depreciation for the year Depreciation on disposal/write off 31 December 2012 Net book value: 31 December 2011 31 December 2012 Depreciation for the year: 2011 2012

132 Bangkok Metro Public Company Limited

(Unit: Thousand Baht) Consolidated financial statements Office Motor furniture vehicles Total

86,583 3,190 (3,779) 85,994 3,429 (202) 89,221

35,757 703 (159) 36,301 682 (8) 36,975

21,186 231 21,417 (2,703) 18,714

143,526 4,124 (3,938) 143,712 4,111 (2,913) 144,910

77,657 4,570 (3,757) 78,470 3,609 (197) 81,882

28,175 1,474 (159) 29,490 1,166 (5) 30,651

18,778 1,624 20,402 486 (2,702) 18,186

124,610 7,668 (3,916) 128,362 5,261 (2,904) 130,719

7,524 7,339

6,811 6,324

1,015 528

15,350 14,191 7,668 5,261


Office equipment Cost: 1 January 2011 Additions Write off 31 December 2011 Additions Disposal/write off 31 December 2012 Accumulated depreciation: 1 January 2011 Depreciation for the year Depreciation on write off 31 December 2011 Depreciation for the year Depreciation on disposal/write off 31 December 2012 Net book value: 31 December 2011 31 December 2012 Depreciation for the year: 2011 2012

(Unit: Thousand Baht) Separate financial statements Office Motor furniture vehicles Total

76,467 2,848 (2,298) 77,017 2,746 (202) 79,561

30,560 700 (151) 31,109 658 (8) 31,759

14,525 231 14,756 (2,703) 12,053

121,552 3,779 (2,449) 122,882 3,404 (2,913) 123,373

68,729 3,900 (2,276) 70,353 3,054 (197) 73,210

23,195 1,376 (151) 24,420 1,102 (5) 25,517

13,146 646 13,792 434 (2,702) 11,524

105,070 5,922 (2,427) 108,565 4,590 (2,904) 110,251

6,664 6,351

6,689 6,242

964 529

14,317 13,122 5,922 4,590

As at 31 December 2012, certain office furniture and office equipment and motor vehicles items had been fully depreciated but were still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 118 million (2011: Baht 108 million) (Separate financial statements: Baht 99 million, 2011: Baht 90 million).

133 Annual Report 2012


12. Intangible assets - computer software Consolidated financial statements Cost: 1 January 2011 Addition 31 December 2011 31 December 2012 Amortisation and impairment: 1 January 2011 Amortisation 31 December 2011 Amortisation 31 December 2012 Net book value: 31 December 2011 31 December 2012

(Unit: Thousand Baht) Separate financial statements

28,949 1,602 30,551 30,551

27,819 1,602 29,421 29,421

27,348 1,026 28,374 709 29,083

26,298 946 27,244 709 27,953

2,177 1,468

2,177 1,468

13. Bank overdraft

Bank overdraft is secured by pledges of the subsidiaryâ&#x20AC;&#x2122;s share certificates which are held by shareholders other than the Company and the transfer of rights to receive revenue from 4 telecommunication customers and revenue from the Passenger Information Display business (PID) to the lender.

14. Construction payables and other payables

Construction and other payables - related parties (Note 6) Construction and other payables - unrelated parties Accrued interest on construction payable to related party (Note 6) Accrued expenses Unearned revenue from advertising management rights (Note 6) Others Total construction payables and other payables

134 Bangkok Metro Public Company Limited

Consolidated financial statements 2012 2011 24,860 14,463 333,244 329,167 10,658 8,011 161,781 115,557 7,662 9,893 540,436 474,860

(Unit: Thousand Baht) Separate financial statements 2012 2011 24,124 14,125 326,744 325,100 156,952 112,421 7,000 7,000 846 1,296 515,666 459,942


135

Annual Report 2012

MLR

Subsidiary

Repayment in quarterly installments commencing September 2016, with the final installment due in December 2024 Repayment in quarterly installments commencing April 2010, with the final installment due in January 2018

Repayment schedule

Less: Current portion Long-term loans and accrued interest - net of current portion

Long-term loans Add: Accrued interest

Closed to MLR

The Company (Tranche A)

Loan

Interest rate (% p.a.)

The Company and its subsidiary have long-term loan agreements with commercial banks as follows:

15. Long-term loans and accrued interest

10,702,000 1,552,943 12,254,943 (10,076) 12,244,867

99,500

10,602,500

10,710,500 1,140,974 11,851,474 (8,543) 11,842,931

108,000

10,602,500

Consolidated financial statements 2012 2011

10,602,500 1,552,867 12,155,367 12,155,367

-

10,602,500

10,602,500 1,140,931 11,743,431 11,743,431

-

10,602,500

(Unit: Thousand Baht) Separate financial statements 2012 2011


Movements in the long-term loans and accrued interest account during the year ended 31 December 2012 are summarised below. (Unit: Thousand Baht) Separate financial Consolidated financial statements statements Balance as at 1 January 2012 11,851,474 11,743,431 Add: Increase in accrued interest 818,034 810,619 Less: Repayment of loan (8,500) Less: Payment of interest (406,065) (398,683) Balance as at 31 December 2012 12,155,367 12,254,943 The Company’s loans Later, on 29 August 2008, the Company entered into the “Supplemental Agreement to the Onshore Facilities Agreement (No.5)” with a group of domestic lenders, in order to revise the conditions of a loan agreement. In December 2012, the Company again submitted a request to further revise the conditions of the loan agreement and on 28 December 2012, the group of domestic lenders gave their consent and approval to the Company’s proposed revisions, including extension of the grace period, rescheduling of principal and interest payments. As part of the revision of the loan agreement, the Company has to comply with additional covenants and the Company has to pay the rescheduling fees stipulated by the group of lenders in their letter approving the revisions. Such fees are payable in 2020. The outstanding balance of the rescheduling fees, amounting to Baht 250 million (2011: Baht 147 million), has been separately presented in the statement of financial position under the caption of “other non-current liabilities”. The Company recorded the rescheduling fees payable under the “Supplemental Agreement to the Onshore Facilities Agreement (No.5)” in accordance with its own calculation method, and the recorded amount differed from that calculated by the group of lenders. The Company is in the process of requesting a waiver of such matter. The loans are secured by the mortgage of the Project’s M&E equipment, depot building and administration building, pledges of the Company’s share certificates, share certificates of investment in a subsidiary, sponsors’ support, and the assignment of rights and obligations under the concession agreement and the rights to receive deposits at banks. The loan agreements include covenants imposed by the lenders concerning, among other things, the percentage shareholdings of the principal shareholders, changes in the Company’s management, entering into other loan agreements, entering into any new business or activity which is not related to the Project, and the maintenance of certain financial ratios.

136 Bangkok Metro Public Company Limited


Loan of subsidiary The loan is secured by pledges of the subsidiaryâ&#x20AC;&#x2122;s share certificates which are held by shareholders other than the Company and the transfer of rights to receive revenue from 4 telecommunication customers and revenue from the Passenger Information Display business (PID) to the lender. The loan agreement includes covenants imposed by the lender concerning, among other things, the proportion of shareholding of the principal shareholders, repayment of loan and amounts payable to related companies and/or group companies, dividend payment and the maintenance of certain financial ratios. On 24 January 2013, the subsidiary entered into a long-term loan agreement with a commercial bank amounting to Baht 21 million. The loan carry interest at a rate of MLR per annum and principal is to be paid in quarterly installments commencing March 2013, with the final installment due in December 2014.

16. Long-term loans from shareholder and accrued interest

CH. Karnchang Public Company Limited Loans Accrued interest

(Unit: Thousand Baht) Consolidated financial statements and separate financial statements 2012 2011 3,000,000 980,988 3,980,988

2,963,091 745,955 3,709,046

The outstanding balances of long-term loans from shareholder represent loans from CH. Karnchang Public Company Limited under the Subordinated Loan Agreements that the Company entered into with CH. Karnchang Public Company Limited and a group of lenders of the Company, under which the shareholder granted long-term loan facilities totaling Baht 3,000 million. The loans carry interest at a rate closing to MLR, and principal and interest are to be paid after the Company has settled all indebtedness under the Onshore Facilities Agreement (as discussed in Note 15) or when the Company has excess cash. During year 2012, the Company entered into a subordinated loan agreement with CH. Karnchang Public Company Limited, under which the shareholder granted long-term loans amounting to Baht 37 million to the Company, as part of the loan facilities of Baht 3,000 million.

137 Annual Report 2012


Movements in the long-term loans from shareholder and accrued interest account during the year ended 31 December 2012 are summarised below. (Unit: Thousand Baht) Consolidated financial statements and separate financial statements Balance as at 1 January 2012 3,709,046 Add: Additional borrowing 36,909 Add: Increase in accrued interest 235,033 Balance as at 31 December 2012 3,980,988

17. Unearned revenue from advertising management rights

On 18 August 2009, the Company entered into a contract granting commercial development rights to the subsidiary, to manage advertising services through the Passenger Information Display System (PID), which is installed in underground stations and on trains. The agreement will expire at the end of the fifth year from the date the Company notifies the subsidiary of the commencement of advertising services through the PID.

Under this agreement, the Company received remuneration from the subsidiary as follows: -

A contract signing fee amounting to Baht 35 million payable in four separate payments as detailed below. a) Baht 2.5 million in September 2009 b) Baht 2.5 million in March 2010 c) Baht 15.0 million in June 2010 d) Baht 15.0 million in August 2010 Subsequently on 29 October 2010, the Company issued letters to reschedule payments of the contract signing fees number c) and d) to January 2011 and April 2011, respectively, due to a delay which meant that the installation of the Passenger Information Display System could not be completed as planned.

-

A monthly remuneration fee of Baht 2.5 million in the first and second years, Baht 3.0 million in the third and forth years and Baht 4.0 million in the fifth year.

-

An addition annual remuneration fee calculated at rates ranging from 20% to 35% of revenue from advertising services in each year.

The contract signing fee has been separately presented in the statements of financial position under the caption of â&#x20AC;&#x153;Unearned revenue from advertising management rightsâ&#x20AC;?. The Company amortises unearned revenue from advertising management rights over 5 years from the date the Company notifies the subsidiary of the commencement of advertising services through the PID. Subsequently, on 21

138 Bangkok Metro Public Company Limited


December 2011, the Company gave written notice of the start date of the contract to the subsidiary. The contract runs from 1 January 2012 to 31 December 2016. Movements in unearned revenue from advertising management rights account during the year ended 31 December 2012 are summarised below. (Unit: Thousand Baht) Separate financial statements Balance as at 1 January 2012 35,000 Less: Transfer to revenue (7,000) Balance as at 31 December 2012 28,000 Less: Current portion (7,000) Unearned revenue from advertising management rights - net of current portion 21,000

18. Fare box revenue and commercial development revenue

Under the Concession Agreement, the Company has agreed to pay a fee to the MRTA based on the apportionment of revenue from fares and revenue from commercial development, as follows:

18.1 Remuneration from fares Annual remuneration The Company agrees to apportion revenue from fares to the MRTA on an annual basis, commencing from the 11th year after commencement of the revenue-generating service until the end of the contract period. Total commitments amount to Baht 43,567 million (inclusive of VAT), with annual commitments in the amounts stipulated in the agreement. -

Percentage remuneration The Company agrees to apportion fares revenue to the MRTA in the form of monthly payments, at a percentage of total revenue from fares (inclusive of VAT) from the year it commences the revenue-generating service. The rates are 1 percent for the 1st - 14th years, 2 percent for the 15th year, 5 percent for the 16th - 18th years and 15 percent for the 19th - 25th years.

18.2 Remuneration from commercial development Annual remuneration The Company agrees to apportion revenue from commercial development to the MRTA on an annual basis from the year it commences the revenue-generating service until the end of the contract period. Total commitments amount to Baht 930 million (inclusive of VAT) with commitments in the amounts stipulated in the agreement. -

Percentage remuneration The Company agrees to apportion 7 percent of annual revenue from commercial development (inclusive of VAT) to the MRTA in the form of monthly payments, from the year it commences the revenue-generating service until the end of the contract period.

139 Annual Report 2012


19. Provision for long-term employee benefits

Provision for long-term employee benefits which is compensations on employeesâ&#x20AC;&#x2122; retirement, was as follows: (Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2012 2011 2012 2011 Defined benefit obligation at beginning of year 39,285 29,402 35,061 26,280 Current service cost 7,080 5,500 6,423 4,877 Interest cost 1,768 1,323 1,578 1,183 Benefits paid during the year (20) (349) (20) (349) Actuarial loss 3,409 153 3,070 286 Defined benefit obligation at end of year 48,399 39,285 43,195 35,061 Unrecognised transitional provisions (17,642) (23,522) (15,768) (21,024) Provisions for long-term employee benefits 30,757 15,763 27,427 14,037 at end of year Long-term employee benefit expenses included in the profit or loss was as follows:

Current service cost Interest cost Actuarial loss recognised during the year Transitional liability recognised during the year Total expense recognized in profit or loss Line items under which such expenses are included in loss Cost of fare box Cost of commercial development Selling expenses Administrative expenses Finance Cost

140 Bangkok Metro Public Company Limited

Consolidated financial statements 2012 2011 7,080 5,500 1,768 1,323 286 3,409 5,880 5,880 15,014 16,112

6,664 312 127 6,143 1,768

6,446 309 123 7,911 1,323

(Unit: Thousand Baht) Separate financial statements 2012 2011 6,423 4,877 1,578 1,183 153 3,070 5,256 5,256 13,410 14,386

6,664 23 5,145 1,578

6,446 24 6,734 1,182


Principal actuarial assumptions at the valuation date were as follows:

Discount rate Future salary increase rate Staff turnover rate

Consolidated financial statements and separate financial statements 2012 2011 (% per annum) (% per annum) 4.5 4.5 7.0 7.1 5.0 5.0

Amounts of defined benefit obligation for the current and previous three years are as follows:

Year 2012 Year 2011 Year 2010 Year 2009

Consolidated financial statements 48,399 39,285 29,402 23,570

(Unit: Thousand Baht) Separate financial statements 43,195 35,061 26,280 21,099

As at 31 December 2012, the Company and its subsidiaries had the balance of unrecognised of liabilities in respect of post employees benefits under labor law in the transition period of the adoption of new accounting standard of approximately Baht 18 million (2011: Baht 24 million) (Separate financial statements: Baht 16 million (2011: Baht 21 million).

20. Expenses by nature

Significant expenses by nature are as follow:

Salary and wages and other employee benefits Depreciation and other amortisation Amortisation on project costs Repair and maintenance expenses Utilities expenses Insurance expenses Remuneration fees under concession agreement Consulting fee

Consolidated financial statements 2012 2011 468,792 488,549 5,970 8,694 341,956 308,005 521,020 514,652 391,216 347,376 73,368 66,656 63,325 36,627 32,172 26,997

(Unit: Thousand Baht) Separate financial statements 2012 2011 427,042 447,779 5,299 6,868 323,684 287,873 515,083 508,303 384,077 339,950 72,874 66,168 61,273 35,955 28,769 23,092

141 Annual Report 2012


21. Promotional privileges

The Company has received promotional privileges from the Board of Investment for the MRTA Initial System Project Chaloem Ratchamongkhon Line (the blue line), pursuant to the promotion certificate No. 1029 (1)/2546 issued on 16 January 2003. Subject to certain imposed conditions, the main privileges include the following: a)

Exemption from import duty on imported machinery that is imported in accordance with specified condition.

b)

Exemption from corporate income tax on net income from the promoted operations for a period of 8 years from the date the promoted operations commenced generating revenues (3 July 2004) and exemption from income tax on dividends paid from the profit of the operations throughout the period in which the corporate income tax is exempted. If losses are incurred during the corporate income tax exemption period, the Company is allowed to utilise the losses as a deduction against net income for up to five years after the expiry of the tax exemption period.

The Companyâ&#x20AC;&#x2122;s operating revenues for the years are below shown divided according to promoted and non-promoted operations. (Unit: Thousand Baht) Separate financial statements Promoted operations Non-promoted operations Total 2012 2011 2012 2011 2012 2011 Revenues Fare box revenues 1,979,348 1,645,871 - 1,979,348 1,645,871 Commercial development revenues - 163,997 135,656 163,997 135,656 Other income 8,548 3,616 8,548 3,616 Total revenues 1,979,348 1,645,871 172,545 139,272 2,151,893 1,785,143

22. Loss per share

Basic loss per share is calculated by dividing loss for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year.

23. Segment information

The business operations of the Company and its subsidiary involve two principal segments: (1) the operation of the MRTA Initial System Project - Chaloem Ratchamongkhon Line and (2) commercial development, which includes the rental of retail space, provision of advertising services and telecommunication services in underground train stations. These operations are mainly carried on in Thailand. The various activities that comprise the commercial development segment are presented as a single segment since the percentage of the total revenues from these activities to the consolidated total is not material (i.e. less than 10 percent). As a result, financial information by segment is presented as belonging only to the MRTA Initial System Project segment and to the commercial development segment.

142 Bangkok Metro Public Company Limited


143

Annual Report 2012

The MRTA Initial System Project segment 2012 2011 16,891 17,166 13 14

Consolidated financial statements as at 31 December Commercial development business segment Total Elimination 2012 2011 2012 2011 2012 2011 997 956 17,888 18,122 1 1 14 15 -

Transfer prices between business segments are as set out in Note 6 to the financial statements.

Project costs Equipment Unallocated assets Total assets

Revenue from external customers Inter-segment revenues Total revenues Segment income Unallocated expenses: Selling expenses Administrative expenses Finance cost Non-controlling interests of the subsidiary Loss for the year

Consolidated financial statements for the years ended 31 December The MRTA Commercial Elimination of Initial System development Other inter-segment business segment segments revenues Project segment 2012 2011 2012 2011 2012 2011 2012 2011 1,979 1,646 291 253 11 4 134 109 (134) (109) 1,979 1,646 425 362 11 4 (134) (109) 298 59 90 74 11 3 -

Below is the consolidated financial information of the Company and its subsidiary for the years ended 31 December 2012 and 2011 by segment.

(5) (188) (1,100) 3 (1,154)

Consolidation 2012 2011 17,888 18,122 14 15 402 330 18,304 18,467

(Unit: Million Baht)

(12) (182) (1,186) (981)

Consolidation 2012 2011 2,281 1,903 2,281 1,903 399 136

(Unit: Million Baht)


24. Provident fund

The Company, its subsidiary and employees have participated in TISCO Ruamtun 2 Registered Provident Fund as approved by Ministry of Finance in accordance with the Provident Fund Act B.E. 2530. Employees, the Company and its subsidiary contributed to the fund monthly at the rates of 3 - 5 percent of basic salary. The fund, which is managed by TISCO Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. During the year 2012, the Company and its subsidiary contributed Baht 15 million (Separate financial statements: Baht 14 million) to the fund (2011: Baht 14 million, Separate financial statements: Baht 13 million).

25. Commitments and contingent liabilities 25.1 Capital commitments As at 31 December 2012, the subsidiary had capital commitments of approximately Baht 15 million, relating to purchase and installs the telecommunication equipment. As at 31 December 2011, the Company had capital commitments of approximately Baht 93 million, relating to supply and installs the Passenger Information Display System. 25.2 Long-term service commitments The Company has commitments in respect of the Procurement of M&E equipment and Maintenance of M&E equipment and trackwork contracts with two companies dated 19 December 2001 and three supplemental agreements from 3 July 2007 to 1 July 2010. These contracts will expire in 2014. Future minimum service fees payable under these contracts, excluding escalation in accordance with the general consumer price index are as follows: (Unit: million)  As at 31 December  2012 2011 Baht EUR Baht EUR Payable within: Less than 1 year 244 3 191 2 1 to 3 years 155 2 399 5 25.3 Commitments under contracts to repair and maintain of infrastructure and civil works of the MRTA Initial System Project The Company has commitments under 2 contracts with the two companies to repair and maintain infrastructure and civil works of the MRTA Initial System Project - Chaloem Ratchamongkhon Line, dated 6 November 2003 and dated 31 May 2010, with two additional contracts dated 1 March 2007 and 17 February 2010. These contracts will expire in 2018.

144 Bangkok Metro Public Company Limited


Future minimum maintenance fees payable under these contracts are as follows:  (Unit: Million Baht)  As at 31 December  2012 2011 Payable within: Less than 1 year 102 99 1 to 5 years 492 454 More than 5 years 23 163 25.4 Commitments under various service agreements The Company and its subsidiary have commitments under various service agreements. Future minimum service fees payable are as follows:  (Unit: Million Baht)  As at 31 December  2012 2011 Payable within: Less than 1 year 65 16 1 to 5 years 27 3 25.5 Operating lease commitment The Company and its subsidiary had entered into several lease agreements in respect of the lease of office building space, equipment and motor vehicles. The terms of the agreements are generally between 2 and 5 years. Operating lease agreements are non-cancellable. Future minimum lease payments required under these non-cancellable operating lease contracts were as follows:  (Unit: Million Baht)  As at 31 December  2012 2011 Payable within: Less than 1 year 8 11 1 to 5 years 16 11 25.6 Remuneration agreement commitments with related company The subsidiary has entered into a remuneration agreement with a related company, granting rights to use space in a building connected to the MRT system at Sukhumvit station, for the purpose of installing advertising billboards, under an agreement expiring in 2014. The subsidiary has agreed to pay remuneration to the related company in the form of monthly payments at a rate of approximately Baht 0.2 million per month (2011: approximately Baht 0.2 million per month).

145 Annual Report 2012


25.7 Guarantees As at 31 December 2012, there were the following outstanding bank guarantees issued by banks on behalf of the Company. x

A bank guarantee of Baht 150 million (2011: Baht 150 million) was issued to the MRTA in respect of certain performance bonds required under the concession agreement.

x

Bank guarantees totaling Baht 36 million (2011: Baht 36 million) were issued to the Metropolitan Electricity Authority as performance bonds in respect of electricity meter installation at the power substations in the depot area, administration building, and retail space in underground stations.

x A bank guarantee of Baht 200 million (2011: Baht 200 million) was provided to the MRTA as part of the proposal

to invest in the Supply of M&E systems and O&M services for the MRT Purple Line Project, Bang Yai to Bang Sue Section (Khlong Bang Phai station to Tao Poon station).

26. Financial instruments 26.1 Financial risk management The financial instruments of the Company and its subsidiary, as defined under Thai Accounting Standard No. 107 â&#x20AC;&#x153;Financial Instruments: Disclosure and Presentationsâ&#x20AC;?, principally comprise cash and cash equivalents, trade and other receivables, bank overdraft, construction payables and other payables and long-term loans. The financial risks associated with these financial instruments and how they are managed is described below. 

&UHGLWULVN The Company and its subsidiary are exposed to credit risk primarily with respect to trade and other receivables. The Company and its subsidiary manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and its subsidiary do not have high concentrations of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables as stated in the statements of financial position.



,QWHUHVWUDWHULVN The Company and its subsidiary are exposed to interest rate risk relate primarily to their cash at banks, bank overdraft and long-term borrowings. However, since most the financial assets and liabilities of the Company and its subsidiary bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal. Significant financial assets and liabilities classified by type of interest rate are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date.

146 Bangkok Metro Public Company Limited


Fixed interest rates within 1 year 2012 2011 Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Bank overdrafts Construction payables and other payables Construction payable to related party Long-term loans and accrued interest Long-term loans from shareholder and accrued interest

(Unit: Million Baht)

As at 31 December Consolidated financial statements Floating interest rate 2012 2011

Non-interest bearing 2012 2011

2012

Total 2011

Effective interest rate 2012 2011 (% per annum)

-

-

38 38

82 82

45 61 106

23 48 71

83 61 144

105 48 153

0.13, 0.63 -

0.50, 0.75 -

-

-

6

5

-

-

6

5

7.38

6.38

-

-

-

-

540

475

540

475

-

-

-

-

130

130

-

-

130

130

8.38

7.50

-

- 12,255 11,851

-

- 12,255 11,851

7.00, 7.50

6.78, 7.75

-

- 3,000 2,963 - 15,391 14,949

981 1,521

746 3,981 3,709 1,221 16,912 16,170

7.75

8.00

(Unit: Million Baht)

As at 31 December Separate financial statements

Fixed interest Floating Non-interest rates within Total interest rate bearing 1 year 2012 2011 2012 2011 2012 2011 2012 2011 Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Construction payables and other payables Long-term loans and accrued interest Long-term loans from shareholder and accrued interest

Effective interest rate 2012 2011 (% per annum)

-

-

35 35

77 77

45 38 83

24 39 63

80 38 118

101 0.13, 0.63 39 140

0.50, 0.75 -

-

-

-

-

516

460

516

460 -

-

-

- 12,155 11,743

-

- 12,155 11,743 7.50

7.75

-

- 3,000 2,963 - 15,155 14,706

981 1,497

746 3,981 3,709 7.75 1,206 16,652 15,912

8.00

147 Annual Report 2012


)RUHLJQFXUUHQF\ULVN The Company has a significant foreign currency risk in respect of construction payable. As at 31 December 2012, the Company has outstanding financial liabilities denominated in euro amounting to EUR 2 million (2011: EUR 2 million) which have not yet been hedged against foreign exchange risk (the majority of these liabilities are repayable within 1 year) 26.2 Fair values of financial instruments Since the majority of the financial instruments of the Company and its subsidiary are short-term in nature or bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in statements of financial position. A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an armâ&#x20AC;&#x2122;s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.

27. Capital management

The primary objective of the capital management of the Company and its subsidiary is to ensure that they have appropriate capital structure in order to support their business and maximise shareholder value. As at 31 December 2012, the Group's debt-to-equity ratio was 18:1 (2011: 9:1) and the Company's was 17:1 (2011: 8:1).

28. Approval of financial statements

These financial statements were authorised for issue by the Companyâ&#x20AC;&#x2122;s Board of Directors on 19 February 2013.

148 Bangkok Metro Public Company Limited

Bmcl 12  

BMCL_2012 BANGKOK METRO PCL Annual Report 2012

Read more
Read more
Similar to
Popular now
Just for you