BEYOND SUCCESS THE POWER OF SYNERGY Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Vision: To b e A s i a ’s l e a d i n g a ro m a t i c s a n d o i l re f i n i n g c o m p a n y w i t h i n t e g r a t i o n t o intermediate and downstream petrochemical and alternative energy businesses
Mission: 1. Fairly and transparently manage through an international management system that fits the Company’s business 2. Equally value all stakeholders 3. Duly value personnel management and development to become a company of their pride 4. L e n d c o o p e r a t i o n t o P T T a n d o t h e r companies of PTT Group for incremental synergy benefits in line with corporate governance 5. Build future businesses on the present business structure and organizational capability, taking proper short-term and l o n g - t e r m s h a re h o l d e r b e n e f i t s i n t o consideration
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Contents
Annual Report 2009
2009 Highlight Message from the Chairman Report of the Audit Committee Corporate Governance Report Company Information Nature of Business Performance Review 2009 Management’s Discussion and Analysis Petroleum and Aromatics Overview for 2009 and Outlook for 2010 Quality, Safety, Health, and Environment Management Corporate Social Responsibility 2009 Milestones Management Structure Revenue Structure Connected Transactions Organization Structure Board of Directors Senior Management The Board of Directors’ Report on Its Responsibility to Financial Reports Annual Financial Statements and Audit Report of Certified Public Accountant Abbreviations and Technical Terms
10 12 14 16 27 29 31 41 55 60 63 66 68 80 81 89 90 100 118 120 181
BEYOND SUCCESS THE POWER OF SYNERGY
… The synergy of assorted potential is our success equation in overcoming all hurdles. Bolstered by strong fundamentals and personnel unity, as well as management excellence and international-standard products, based on firm commitment to corporate governance, PTTAR has strived for our vision to be Asia’s leading aromatics and oil refining company with integration to intermediate and downstream petrochemical and alternative energy businesses.
… Recognizing our role in Thai society, PTTAR values consistent stewardship of society, communities, and environment to forge a livable society for community and industry alike in a creative and sustainable synergy.
TOGETHER IN UNITY ‌ The unification of quality personnel to drive PTTAR toward the challenging targets, with a commitment to business ethics and good corporate governance principles, as well as equitable treatment of stakeholders and the high priority given to our safety, quality, and environmental management systems, is the
power of synergy formed through our five core values (S-P-E-E-D). Our corporate culture is thus developed and mutually adhered to by all as a path to excellence, whilst creating our shareholders’ confidence of the full potential of our diversified personnel and efficient operation.
TOGETHER TOWARD EXCELLENCE ‌ Not only enhancing process efficiency, adding product value, and reducing production cost, our synergy has also led to project expansion to sustain our growth and foster environmental quality, which is equally important. Such projects include Aromatics Complex II, Clean Fuel and Upgrading Project Phase I
with 30% less sulfur dioxide emission, Activated Carbon Installation at Benzene Storage Tanks to capture hydrocarbon vapor, Vapor Recovery Unit
and Bottom Loading for Trucks, Low NOx Gas Turbine to cut emission of oxides of nitrogen by 10%. ‌ A l l t h e s e i l l u s t r a t e o u r c o m m i t t e d e f f o r t s t o o p e r a t i o n a l e f f i c i e n c y improvement, along with environmental care for sustainable benefits of society and communities.
TOGETHER FOR TOMORROW ‌ It is our aspiration to grow business, society, and environment together using our synergy. That’s why we constantly undertake activities for the benefits of society and surrounding communities while endorsing environmental projects.
Our employee volunteers have tirelessly forged networks and rapport with our neighborhood so that both parties may develop trust and confidence in each other for sustainable co-existence of industry and community.
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
2009 Highlight
Unit: Million Baht
2009
2008
154,609
137,540
131,218
Total Liabilities
94,292
84,905
62,709
Total Shareholders’ Equity
60,317
52,635
68,509
Financial Status
Total Assets
2007
Unit: Million Baht
2009
2008
2007
225,300
251,386
253,709
EBITDA
14,842
(3,833)
26,588
EBITDA with LCM
20,015
(9,005)
Financial Performance
Sales and Service Income
Net Profit Earnings per Share (Baht)
9,162
(8,465)
18,018
3.09
(2.86)
6.08
2009
2008
2007
Current Ratio (Times)
1.44
1.05
1.54
Net Profit Margin (%)
3.98
(3.35)
7.06
Return on Equity (%)
16.22
(13.97)
29.02
1.56
1.61
0.92
Financial Ratio
Total Debt to Shareholders’ Equity (Times) Note: EBITDA denotes earnings before interest, tax, depreciation, and amortization LCM denotes allowance for decline in value of inventories
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Intake
Gross Refining Margin (GRM) and Product to Feed Margin (P2F) Unit: 1,000 Barrels/Day
2009
2008
165 131
2007
2009
2008
2007
Unit: US$/Barrel
2009
2008
2007
2009
2008
2007 11.78
154 113
6.46 58
73
4.43
5.43
4.23
1.28 Refinery Business
Aromatics Business
Refinery Business GRM
Aromatics Business P2F
Note: Including crack spread hedging from risk management
Gross Integrated Margin (GIM)
Operating Expenses and Financing Costs Unit: US$/Barrel
2009
2008
2007
Unit: US$/Barrel
2009
2008
2007
10.79 2.28 5.94
2.55 0.57
0.90 1.38
1.77 0.39
1.98
1.38
0.19 Note: Including crack spread hedging from risk management Including stock gain/(loss) Excluding LCM
Operating Expenses
Financing Costs
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Message from the Chairman
The year 2009 was another highly challenging year for PTT Aromatics and Refining Public Company Limited (PTTAR). Particularly, it was the first year of operation after fully integrating the refinery with the two aromatics complexes for maximum efficiency while terminating the operating alliance with Star Petroleum Refining Co., Ltd. (SPRC), on 1 February 2009. The first significant challenge to overcome was the structuring and strengthening of the new organization to match the new scope of work and maximize production synergy between the refinery and the aromatics complexes, as pledged to the shareholders.
Another big hurdle was the weak world economic
harmoniously working together. In addition, employees
situation throughout much of the year, a continuation from
played a part in defining Corporate Values to serve as the
last year, forcing the Company to try even harder. We are
rudder for their performance going forward, apart from their
pleased to report, however, that all our plans and goals
ready acceptance of such values and uniform
have been achieved, whether the restructuring into an
implementation at work. The Company has successfully
efficient company that proved acceptable to all, the
blended the cultures, structures, and work processes
maximizing of production synergy, or the business
under one overall theme that is accepted by all. Equally
expansion projects.
important, our seamless integration was recognized by an
What accounted for our success in 2009 was, first
of all, the formulation of a new organizational structure,
international human resource management entity, that is, the World HRD Congress.
which gave us a good crop of talents in the management
The fact that PTTAR accelerated the effort to derive
and employees of both The Aromatics (Thailand) Plc (ATC)
production synergy in time, also involving Aromatics
and Rayong Refinery Plc (RRC) without letting anyone go.
Complex II and Condensate Residue Splitter projects,
Rather, a new scope of work is now in place to the benefit
has enabled it to raise its petroleum product output from
of business management and income generation in
186,000 to 228,000 barrels per day and its aromatics
the long term, which has resulted in all employees
output from 1,189,000 to 2,259,000 tons per year. This
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management; and we have successfully started the construction of a unit to produce a more environmentfriendly fuel (EURO IV standards) without environmental management problems. PTTAR takes corporate governance practices seriously, evident in the excellent rating given by external parties to its shareholders’ meeting and the excellent rating on its corporate governance practices. The recognition confirms the validity of our management practices with due consideration for corporate governance with social, community, and environmental responsibility. These will (Mr. Norkun Sitthiphong) Chairman of the Board of Directors
serve as our firm foundation for sustainable growth, which will in turn benefit the shareholders in the long term. Thanks to such efficient management firmly based on corporate governance, although 2009 proved highly volatile in both crude oil and aromatics prices, PTTAR has emerged from the loss in 2008 to command 9,162 million
achievement not only boosted our revenue generation
baht in profits in 2009. Above all, this justifies our policy of
capacity during the 2009 crisis, but also provided a base
merging ATC and RRC, as higher profits are generated and
for future revenue generation.
higher dividends are paid to the shareholders. It also aligns
In 2009, the Company highly valued risk management
with the global trend that refineries with processes linking
practices in the face of refining margin and oil price
to the petrochemical business command higher potential
fluctuation and the valuation of oil stocks - both of which
than those confined to refining.
proved so vital in efficiently handling economic instability.
Finally, we are convinced that through the strategies,
It is PTTAR’s policy to seriously take into account
vision, and earnest dedication of the directors,
environmental impacts while undertaking its business with
management and all employees, including the resources
strict adherence to rules and commitment to reducing
and readiness of the Company, together with the
environmental impacts in parallel with regular engagement
understanding, faith, and solid support of the shareholders,
in corporate social responsibility (CSR) projects. As
business partners, and customers - as well as financial
a result, we have forged a cordial relationship with
institutions and other stakeholders - we will move forward
communities and society; our jetty project has won an EIA
with competitiveness and profitability while growing
Award 2008, cited by the Ministry of Natural Resources
strongly and steadily over the long term. For all our
and Environment for outstanding environmental
success, please accept our heartfelt thanks.
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Report of
the Audit Committee
To the Shareholders The Audit Committee, chaired by Mr. Chokchai Aksaranan, with Mr. Somphot Kanchanaporn and
Mr. Nakarin Virameteekul as the other members, was appointed by the meeting of the Board of Directors on
27 December 2007. When Mr. Somphot Kanchanaporn completed his term, Mr. Witoon Simachokedee was appointed in his place by the Board meeting of 21 May 2009. All members of this committee, who are independent directors and experts in assorted fields, performed their duties independently and expressed their free views in line with the notification of the Stock Exchange of Thailand (SET) governing the Qualifications and Scope of Work of Audit Committee B.E. 2551. In 2009, the Audit Committee held nine meetings with the management, the Internal Audit Department, and the external auditor in attendance on relevant agenda items.
It held two meetings with the external auditor in the absence of the management. The Audit Committee performed its reviews and made recommendations, as summarized below: • Review of the quarterly and 2009 annual financial statements: With the management and the external auditor, the Committee found financial reports and the accounting items with connected companies properly prepared, adequate, transparent, reliable, and in compliance with generally accepted accounting principles. Each time the Committee deliberated financial statements, it invited the external auditor. In
addition, the accounting systems and financial statements are credible; the financial statements contained adequate and timely information.
The Committee also provided observations
and acknowledged comments on remedial approaches for the benefit of the Company. • Review and assessment of internal control: Each quarter, with the external auditor and the Internal Audit Department, the Audit Committee reviewed internal control. Having found no significant issues or defects, it found that PTTAR commanded adequate internal control to foster reasonable confidence that the Company could achieve goals for operating effectiveness and efficiency, looking after Company assets, reliability of financial reports, and compliance with Company regulations and policy. • Supervision of internal audit: The Committee reviewed the audit findings of 2009 under the approved plans to ensure efficient and effective performance, sound internal control, compliance with securities and exchange laws, and the laws concerning PTTAR’s business, apart from monitoring remedial actions to the significant issues identified by the audit. In addition, the Committee scrutinized the 2010 audit plans, prepared on the basis of internal control assessment and PTTAR’s risk base, as well as supporting the cooperation for joint auditing of PTT Group companies.
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•
Compliance with securities and exchange laws: PTTAR commanded a unit to supervise such compliance, as well as that with SET regulations or laws related to Company business. • Suitability of the external auditor: In the opinion of the Committee, KPMG Phoomchai Audit Ltd., the auditor for 2009, has no relationship with the Company, no shareholding, and no other services apart from auditing service, and performed
its duties properly and compatibly with the professional standards of auditing under fairly good understanding of PTTAR’s business. • Connected transactions: Based on its review of connected transactions that could lead to conflicts of interest, the Committee viewed them as commercial transactions conducted in the course of normal business practice, with disclosure of connected items in compliance with the corporate governance principles, with prudent, reasonable, and independent elimination of conflicts of interest, and with fair treatment of all shareholders.
shortcomings, and that an adequate and suitable risk management system is in place. PTTAR has been in full compliance with government regulations. For the fiscal year ended 31 December 2009, its financial statements showed no problematic items or those that materially affected its financial standing. They were properly prepared with adequate information disclosure and were in compliance with accounting standards. For 2010, the Audit Committee nominates Mr. Winid Silamongkol, CPA (Thailand) Registration No. 3378,
Mr. Vairoj Jindamaneepitak, CPA (Thailand) Registration No. 3565, or Mr. Charoen Phosamritlert, CPA (Thailand) Registration No. 4068, all from KPMG Phoomchai Audit Ltd., as the external auditor, for the Board of Directors to seek approval from the Shareholders’ Meeting. On behalf of the Audit Committee
In the opinion of the Audit Committee, PTTAR
has observed corporate governance policy, as evident in
its efficient internal control being without significant
(Dr. Chokchai Aksaranan) Chairman 12 February 2010
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Corporate
To the Shareholders of PTT Aromatics and Refining Public Company Limited The Board of Directors of PTT Aromatics and Refining Public Company Limited realizes the importance of good corporate governance as the building block of every business. It seeks to conduct business with honesty, transparency, accountability and social responsibility, taking into account all stakeholders. This is the heart of sustainable and secure growth for the organization and increases the value of shares for shareholders in the long term. The Corporate Governance Committee (CG Committee) has ensured that the Company conducts its business in full and consistent compliance of its good corporate governance policy, and that its policy measures up to international standards and is in line with the rules and regulations of the Securities and Exchange Commission (SEC) and Stock Exchange of Thailand (SET). The Committee together with the management has produced a good corporate governance manual, which was approved by the Board of Directors on 13 November 2008 and signed by all employees at all levels of the organization to acknowledge and implement. The manual and the company policies have been published on the website www.pttar.com under the Corporate Governance section, and the manual is constantly reviewed and improved. As well as the manual and guidelines, which are put into practice by the Company and its departments, PTTAR has in place a system to monitor for full compliance. For example, the Corporate Governance action plan of 2009 was approved by the Board of Directors, monitoring compliance by the CG Committee with quarterly reports from the Company, setting up a system to ensure that the good corporate governance manual is put into everyday implementation and a system to assess the satisfaction of groups of stakeholders, such as shareholders, customers and employees. Each department defines a management
Governance Report
plan which corresponds to and supports good corporate governance practices, such as the Human Resources Department’s employee manual; the Procurement department’s ethics and criteria for the provision of goods; the internal audit department’s rules on internal audit;
the Quality, Safety, Health and Environmental Department’s organization communication and the Public and Government Affairs Department’s action plan and activities. This ensures that the good corporate governance policy will be implemented at all levels. The Company has consistently strived to create thorough knowledge about good corporate governance through internal communication and awareness campaigns to encourage employees to study and comply with the guidelines of the good corporate governance manual
using various media, such as e-mails, intranet communication, posters, management and staff meetings, and staff activities. There are assessments and evaluations from both Company employees and outside parties to ensure efficiency and effectiveness in business processes. The Company has encouraged compliance with the manual in the ISO 9001 certification, which is due to be evaluated by the Thai Industrial Standard Institute in the coming year. The activities are listed on the Company’s website. To support a concrete good corporate governance policy, the Company has a dedicated division committed
to overseeing it, communicating and liaising with various divisions/departments in the organization to support the executive’s good corporate governance practices. This department reports directly to the Corporate Secretary and the secretary of the Corporate Governance Committee, which reports regularly to the Corporate Governance Committee and the Board of Directors. This assures
the Board that all employees of the Company understand and obey good corporate governance guidelines to constantly improve on the Company’s work procedures, ensuring the most benefit to the Company and stakeholders.
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Good Corporate Governance Policy: “The Board of Directors intends to make the Company an effective organization in terms of business operations, corporate governance, and excellence in management, providing maximum benefit to the shareholders and stakeholders. The Company conducts business with responsibility and fairness to all parties involved, and is transparent and accountable to build maximum trust and confidence for all shareholders and stakeholders.” The Company’s good corporate governance policy covers all six basic elements of good corporate governance, namely accountability for business decisions, responsibility to duties to the maximum capability and efficiency, equitable treatment of stakeholders, transparency in business operations, creation of long-term value for the business, and ethics and moral conduct in business operations. Ever since the Company’s establishment in 2007, the Company has encouraged its employees to apply these principles in their work and daily life. In 2009, it added focus on employee participation in taking care of the Company’s stakeholders, establishing a good system of good corporate governance, and building confidence that good corporate governance will enable sustainable growth. The Company followed the 2006 guidelines of the SET’s good corporate governance practices for Listed Companies, summarized below:
1. The Rights of Shareholders
The Company followed the requirements of the law, combined with guidelines for good corporate governance from the SEC and the Company’s good corporate governance manual when organizing the Annual General Meeting of Shareholders 2009 (AGM 2009) on 7 April 2009. Shareholders were allowed to exercise their full rights at the meeting. The Company received a perfect score of 100 in the assessment of the 2009 AGM, organized by the SEC and the Thai Investors Association.
This was an increase from the 2008, when the Company received a 98.63. The Company allowed shareholders to submit items which they wished to add to the meeting agenda and nominate qualified persons for consideration for directorship. Shareholders could do so following the criteria set by the Board, that is, submissions must be made 60 days in advance of the meeting, between 17 November 2008 and 16 January 2009. Questions regarding items on the meeting agenda could also be submitted in advance of the AGM through SET channels and the Company’s website. The Company compiled all questions submitted by the shareholders and addressed them in the AGM. Minor shareholders could also ask for in-depth information about the business as well as meeting the CG Committee and senior executives in an exclusive meeting prior to
the AGM. Prior to the meeting, the Company announced the Record Date no less than 14 days in advance and announced the closing of the registry (share roster) book
a day after the Record Date to notify shareholders of
their rights to attend the meeting and receive dividends. The Company extended the meeting invitation and meeting documents on the www.pttar.com website 30 days prior to the meeting and notified the shareholders of this through the SET. This allowed shareholders the opportunity to study relevant information before casting their votes in the meeting in advance of receiving the actual documents, which are sent to the shareholders 14 days prior to the meeting. On the meeting day, the Company provided convenience for the shareholders and their proxies equally. Staff members were on hand to examine the documents and registration points were divided by a barcode system, organized by ordinary and juristic shareholders. Ballots were made to cast votes on each meeting agenda, and shareholders could register for the meeting two hours
in advance, making the registration process swift and
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convenient. Even after the meeting started, shareholders could still register and join the meeting to cast their votes on agenda items which had not been voted on. All members of the Board of Directors, committees, management, external auditor, and legal consultants were on hand during the AGM to address the questions posed by the shareholders. In 2009, all 15 directors were in attendance, up from 93% attendance in 2008. The Chairman of the Board, who chaired the meeting, notified the meeting and sought approval of the voting procedure, which was one share, one vote. The voting and counting of ballots was done in a transparent manner. The Chairman gave shareholders enough opportunities to ask questions and express their opinions so that important Company matters could be duly decided, while the relevant directors answered the questions clearly and in enough detail. The Company’s legal advisors also explained relevant legal considerations to the shareholders. The legal advisors and a volunteer shareholder acted as referees to ensure the accuracy of the balloting process throughout the meeting. The Company kept all the ballots of important agenda items, according to SET guidelines and respected the rights of shareholders by not adding to or changing the order of agenda items, or altering important information during the meeting. The Company submitted the minutes of the AGM 2009 to the SET within 14 days of the meeting and published the minutes of the meeting as well as publicizing a video recording of the meeting on the Company website so that shareholders and other interested parties could access the Company’s information quickly and easily. Moreover, shareholders were entitled to receive dividends from the Company’s accumulated profits even though the Company faced losses from business operations in 2008. The dividends were paid out on 24th April 2009. The Company takes care of the shareholder more than required by law, for example, giving up-to-date information and posting reports and analyses made by the
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
management on the Company website. Shareholders
and debenture holders were notified of its developments and information through the PTTAR Newsletter, sent by mail every quarter. A Company Open House allowed shareholders to visit the Company, creating more confidence for shareholders about the refinery and the aromatics business, and understanding about the management of the Company’s environment and community around the production units.
2. Equitable Treatment of Shareholders
The Company carries out procedures which protects the rights of shareholders and treats all shareholders equally, giving shareholders the opportunity to add items to the meeting agenda and nominate qualified persons for directorship according to the criteria laid out by the Board. Shareholders can submit questions ahead of the meeting through channels such as the mail, fax, or the Company website. Proxy forms listing the names of Independent Directors who have no stakes in the company are also listed in the meeting invitation so that the shareholder can assign a proxy to attend the meeting and cast votes on their behalf. In the AGM 2009, 1,377 shareholders did so. The Company has an accurate, complete, and transparent code of conduct for disclosing information, which includes financial and general information, as well as important information which may affect the price of its shares. This information is distributed through the channels and media of the SET, the Company’s website and
press releases. Investor Relations acts as a channel
for communicating with investors by telephone at
0-2140-4000 ext. 4107 and e-mail address: ir@pttar.com, which gives information and news and also answers any queries regarding the Company’s activities to investors, shareholders and analysts. The Public and Government Affairs Department gives out information to the media and general public.
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PTTAR has clearly defined its organizational structure and limitations on the powers and authority of the management and the executives, as well as defining policies, rules, regulations and a produced a manual which acts as a guideline to create balance and accountability. The Internal Audit Department is independent and has
a clearly defined role authorized by the Audit Committee
on 26 October 2009. The department monitors work to ensure that business is conducted according to appropriate guidelines, is within the boundaries of the law, and can efficiently achieve goals which the Company has laid out. The outcomes of audits are reported to the Audit Committee at least once every quarter. The Company recognizes the importance of an effective Internal Control system to create confidence for all stakeholders. Therefore measures have been taken to prevent and examine transactions which may cause
a conflict of interest and abuse of inside information.
The policy and guidelines prohibit directors, executives and staff who are responsible for the budget from buying or selling PTTAR’s shares 30 days prior to announcing the quarterly budget and 45 days before announcing the annual budget to ensure equal access to information, and that directors and managers strictly comply with this rule. Moreover, the Board has ensured that the guidelines are in line with the good corporate governance manual.
All employees of the Company are required to report cases which may conflict with the Company’s interests and gather evidence to ensure that there is no conflict of interest. The Company gathers this information and reports it to the Board and constantly updates this information.
The Board of Directors are to inform the Company in case of any direct or indirect interests in any agreement the Company has fabricated or in case the increasing or decreasing number of the Company’s shares or debentures held by the Board. In Board meetings, if
there are any agenda items which may conflict with
the Company’s interests, the director who is a stakeholder
will not attend the meeting, or will abstain from casting
a vote on that agenda item.
3. Roles of Stakeholders
The Company fully protects the rights and benefits of all stakeholders. Since the expectations of each stakeholder group are different, the Company carefully considers the rights, benefits, fair treatment, as well as
the satisfaction of all stakeholder groups, and ensures that care is taken not to allow the Company or its employees to cause problems or unfairness to others. As well as this, there is a policy to ensure the participation of stakeholders, exchange of information and news, ample opportunity for stakeholders to offer suggestions on how to add to the Company’s value, and channels to file a complaint or report suspicious behavior in writing. The good corporate governance manual details appropriate behavior and
acts as a point of reference for quality control, energy conservation, pollution reduction, and environmental impacts and building lasting relationships. In 2009, the CG Committee and executives paid careful attention to all stakeholders. The Committee were on-site to meet the community around the production units in Rayong to further their relationship with the plant and exchange ideas. The Committee judged the exhibition contest of staff about good corporate governance practices, met with minor shareholders who were interested in the Company’s business status and any problems that could affect the Company. The Committee handled outside opinions/suggestions from the shareholders from various communication channels and decided on how to proceed with this information as appropriate. The Committee has also been active on how to solve environmental problems at Map Ta Phut Industrial Estate and its impact on the local community. • Shareholders: The Company is determined to best represent the interests of the shareholders through transparent business conduct, keeping in mind the added
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
value to the business in the long term. It seeks equitable and fair treatment of shareholders by listening to the opinions and suggestions of the shareholders and has produced company newsletters to regularly pass on information to every shareholder. The Company arranged shareholders’ Open House
at the plant in Rayong on 30 November and 1 December 2009 for 500 people. Invitations were sent to shareholders who were registered at the last closing of the book, that is, on 10 March 2009, as well as publicizing on the Company website. Interested shareholders could enroll in this program by post or fax responses. A transparent procedure was set up to draw the names of those selected at random to attend. Those selected could check their names on the website and received a notification by phone. Based on the assessment, shareholders who participated in this project were 92% satisfied and also gave useful feedback and suggestions which will be used to improve this project in the future. • Employees: The Company encourages
competency development at a professional level,
seeking to assign the right person to the right job. All employees are treated equally and fairly. Benefits are provided, as well as a good and safe working environment, and employees are compensated at a competitive rate when compared to those in a similar business. Details are listed under the topic “Performance Review”. Activities are constantly organized to instill a conscience of good corporate governance and there are regular assessments to test for understanding and employee satisfaction on this topic, so that continuous developments can be made. • Business partners: The Company treats its business partners equally and fairly, based on the terms and conditions of fair trade and contract. This is based on the assumption that business partners also hold similar guidelines for proper business conduct. • Lenders: The Company strictly honors all its contracts with creditors and financial institutions. If there is any cause that would make the Company unable to abide by the binding conditions, the Company will inform lenders in advance to mutually solve the problem. • Customers: The Company seeks to create customer satisfaction by honoring its commitments to its customers, delivering products and services that are
high-quality, timely, and fairly-priced. The Company meets customers to exchange ideas and opinions for the maximum mutual benefit. It does not collude with its competitors, which is unfair to customers. Customer satisfaction reviews are conducted twice a year, and
in 2009, the assessment yielded the Company’s target
of 100% score.
• Competitors: The Company believes in and encourages free trade. It follows the guidelines of fair and free competition, under proper ethics and within the boundaries of the law. The Company’s business ethics forbids employees from engaging in inappropriate practices which may lead to the demise of competitors. In recent years the Company has never had any disputes relating to any of its competitors. • Community, Society and Environment: The Company highly values careful business conduct, taking care not to adversely affect the community, society, and the environment. Effective measures are put in place, over and above compliance with the law, rules and regulations. The Company invests in projects which aim to reduce environmental impacts, which is explained under the topic “Quality, Safety, Health, and Environment Management”. As well as this, the Company regularly supports activities
in the community around the plant. The community gets
a chance to offer their opinions on career development, education, and the environment surrounding the plant. Social projects are in place, gearing the community towards sustainable development. The Company has written guidelines on care for the environment and society, clearly stated in the CG handbook for the benefit of the employees. If a problem arises where the community is affected, it is quickly solved before it turns into
a misunderstanding and a conflict between the factory and the community builds up. Apart from taking care of and participating in locallevel problem-solving, PTTAR executives also play a role
in solving environmental problems at the national level.
The President and CEO is a representative of local private companies on the committee to resolve practical problems in compliance with Article 67, Clause 2, of the current Thai constitution; this is a four-party committee appointed by the prime minister to solve the problem of compliance to the above-mentioned article of the constitution, including overseeing the case of environmental damage at Map
Ta Phut. Two other senior executives are representatives on a subcommittee on health impact assessments (HIA). The Company’s implementation on social responsibility corresponds to the guidelines laid out by the Department of Industrial Works regarding Corporate Social Responsibility (CSR-DIW), which comprises seven main elements, namely organizational governance; human rights; labor practices; environment; fair operating practices; consumer issues and social development. The Company has made social responsibility one of its core values,
as seen in the anagram “SPEED”, where S = Social Responsibility and Caring, and E = Ethics. Employees are encouraged to participate in activities in the local area and
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in Rayong, and their participation is part of their performance assessment. Further details are available under the topic “Corporate Social Responsibility”.
4. Disclosure of Information and Transparency The Company recognizes and fully complies with the laws on information disclosure for listed companies. This includes financial and non-financial information, which is disclosed in a complete, accurate, transparent, equitable and timely manner in accordance with relevant rules
and regulations. The information is available in Thai and English and is disclosed through accessible channels such as the Company’s website, PR News, press conferences, analyst meetings, and SET and SEC channels. Investors Relations Division and the Public and Government Affairs Department are responsible for disseminating Company information. In 2009, senior executives as well as Investors Relations gave out information to investors on various occasions, such as three foreign investors road shows held abroad, four financial analysts’ meetings, 75 meetings at the Company, 500 conference calls, three local investors’ meetings, 45 disclosures of information through SET channels and Company website, four shareholder’s newsletters, and exhibitions at the SET in the City and Money Expo. As for general news for the general public, the Company has held one media meeting/seminar, sent out 15 PR news releases, held five Open House sessions at the plant, and senior management gave interviews to the press as a group and individually for 170 times. Moreover, they participated in talks at media forums and academic, management and environmental forums, both in Thailand and abroad. Information was also given out over TV, radio, print media, internet, and media sessions throughout the year to create investor and public confidence. As well as disclosure of information, the Company has a two-way communication channel which is convenient and fast through e-mail, which is on the company website under Corporate Governance. Investors, shareholders and the general public can file a complaint or forward any news to the Board, and can make enquiries regarding the company by contacting the Corporate Secretary and the secretary of the Corporate Governance Committee at the following e-mail address: corp-governance@pttar.com. Under Investor Relations, the company can be contacted at ir@pttar.com. In 2009, investors made popular use of this method of communication with approximately 1,500 correspondences through e-mail. The Company’s financial report has been presented in detail under “The Board of Directors’ Report on Its Responsibility to Financial Reports.”
5. Roles and Responsibilities of the Board The Company has a set of criteria on the qualifications of directors in the good corporate governance manual, which has been published in the Company’s website.
The Company must have no less than five and no more than 15 directors, and each director cannot hold directorship for more than three consecutive terms. No less than a third of the total number of directors and no less than three directors must be independent directors. The Company’s rules and regulations against shareholding in the Company by independent directors are stricter than those required by the SEC. The Chairman of the Board is not the same person as the President and CEO, and therefore they are independent of each other to keep the checks and balances. There is
a separation of roles between the Chairman of the Board, directors, committees, and executives. The Board is qualified and knowledgeable in various fields, and comprises at least three directors with expertise in petroleum or petrochemicals and at least one director with expertise on law and finance and accounting. The election of a director is transparent and must go through the processes of the Nomination and Remuneration Committee and the Board. The Nomination and Remuneration Committee are tasked with proposing the names of qualified persons, accompanied by their profiles, for consideration at the AGM, after carefully reviewing the possible candidates, against company regulations. The nominated candidates, as put forward by minor shareholders, are also considered by the committee.
As for the appointment of directors who resign before their terms are completed, the Board will appoint a replacement at the Board meeting. At year-end of 2009, the Board was made up of 15 qualified directors. Of these, seven are independent directors, the Chairman is not a director in any committees, and there is one the President and CEO on the Board. This structure enables the Board to conduct their duties with maximum efficiency.
Independent Directors
Independent Directors are directors who are independent from the influence of major shareholders or groups of major shareholders and have the following qualities: 1) Holds no more than 0.5 percent of all voting shares in the Company, parent company, subsidiaries, affiliates or juristic persons who may have conflicting interests. The percentage of shares held includes shares held by related persons. (SEC regulations state that independent directors must not hold more than 1 percent of the shares).
22
2) Has never been a director/employee/consultant held on a retainer fee/person of authority at a company, parent company, subsidiary or juristic person that may have conflicting interests with the company within the past two years. 3) Is not related by blood or by law as a parents, spouse, siblings or an offspring or parents-in-law of an executive, major shareholder, or person of authority and
is not a person who will be nominated as an executive or
a person of authority of a company or its subsidiary which may have conflicting interests. 4) Does not have any business interests with the Company, parent company, subsidiary, partner, or juristic person which may have conflicting interests and may prevent unbiased judgment; has never been a major shareholder, an executive with business relations to the company, a parent company, a subsidiary or a joint company, or a juristic person with conflicting interests within the past two years. 5) Is not a director who has been assigned to represent the Company’s director, major shareholder,
or shareholder who is related to a major shareholder in
the Company. 6) Does not have any other quality which may prevent him or her from making an independent and impartial decision.
Roles and Responsibilities of the Director
The Board, as representatives of the Company’s shareholders, plays an important role in defining the policies and direction for the business, as well as overseeing and determining ethical guidelines for the Company’s business conduct to ensure maximum benefit to the Company and its shareholders. The Company defines the roles and regulations for the conduct of its directors and the Board over and above the limits of the law to set an example for all employees in their work practices, and to inspire confidence for shareholders and investors, which are summarized below: 1) Policy-making and Business Strategy The Board must approve all important details relating to the business operations of the Company, for example Vision, Mission, Business Strategy, Financial Goals, Risk, Planning and Budgeting as well as overseeing the management so that business operations are run according to plan and achieve maximum efficiency and effectiveness.
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
2) Creating Long-term Value The Board must define a risk management policy which oversees all aspects of the organization and make sure that a system is in place to manage risk in order to create long-term value for the Company. There must be
a set of practices to reduce impact to the business,
as well as suggestions to create maximum benefit to
the Company. 3) Corporate Governance The Board must make sure to the best of their ability to fulfill their duties, as well as overseeing that business operations align with the laws, objectives, regulations and resolutions of shareholders’ meetings. The Board also makes sure that good corporate governance and ethics are being practiced, as well as overseeing the smooth operation and independence of the Company’s internal controls. The Board is also responsible for protecting the rights and benefits of the shareholder, making sure that important information about the Company is disclosed in an accurate and equal manner, as well as overseeing transactions that may cause conflicts of interest, which is explained under the section “Connected Transactions”, to ensure the fair treatment of the shareholders and the benefit of the Company. Moreover, the Board encourages employees to understand, recognize, and practice good corporate governance. 4) Promoting Social and Environmental Responsibility The Board recognizes the importance of operating with social and environmental responsibility, while aiming to reduce industrial pollution as well as promoting the sustainable livelihood of Thai society. This starts with raising the livelihood of the local community around the production units and participating in problem-solving to reduce impacts on the community, so that the community and the plant can co-exist in the long term.
Committees
To ensure that the directors can oversee business operations most effectively, the Board has appointed committees to study, summarize, and set standards for various business operations, as well as setting guidelines about various aspects of management. This creates checks and balances, which leads to effective management and maximum benefit for the Company.
In 2009, the Company had four committees: Audit Committee, Corporate Governance Committee, Nomination and Remuneration Committee and Risk Management Committee.
23
Information about the work of the Board and the committees, as well as their compensation, are listed under the topic “Management Structure”.
Management Directors
Management directors are those involved in the management of the Company, complying with the Capital Market Supervisory Board declaration No. Thaw Chaw 28/ 2551, which states that management directors are also executives, including directors authorized to sign binding agreements, with the exception of agreements that have already been decided by the Board and are co-signed with other directors. In 2009, the Company had three management directors, namely President & CEO and two other directors authorized to sign binding agreements. Further details
are available under the topic “Board of Directors”.
Corporate Secretary
At meeting No. 6/2551 on 30 July 2008, the Board appointed Mrs. Puangchao Nakanart, Vice PresidentOffice of the CEO and Corporate Secretary, to be the Corporate Secretary, following Article 89/15 of the Securities and Exchange Act B.E. 2535 Amended by the Securities and Exchange Act (No. 4) B.E. 2551, to provide advice on laws and regulations to the Board, to oversee the work of the Directors and act as a coordinator for the Board’s resolutions. The Corporate Secretary also has other roles and responsibilities according to the laws set by the SEC.
Board Meetings
The Board holds meetings at least once a quarter and schedules Board meetings for the whole year in advancemore than required by the Company’s regulations-meeting at least once a quarter and scheduling extraordinary meetings as necessary. Each meeting has a clearly defined agenda and contains regular reports of business operations.
The Board Secretary sends meeting invitations containing the agenda and relevant meeting documents ahead of the meeting to give the Board enough time to study the information before the meeting. The Chairman and the President and the CEO together consider matters and organize them into the meeting agenda in order of importance and relevance. Other directors can also propose matters to be added to the agenda and in every meeting, the Chairman allows all directors to express their opinions openly, suggest topics of discussions or ask questions. Senior executives also attend the meeting in their respective agendas to answer and explain queries to the best of their ability. In the meeting, if any directors have a stake on any agenda items being discussed, they must abstain from giving opinions or casting votes on that agenda. After the meeting, the Company produces written minutes of the meeting, which is certified in the next meeting. The meeting documents are stored on the Company’s system for filing important documents, ready for examination by the Board or other relevant organizations.
Attendance of Board of Directors in 2009
In 2009, the Board of Directors of PTTAR held 10 ordinary meetings, one meeting without the management team members in attendance, and one meeting of independent directors. The record of the attendance of the Board and directors in committees are listed below:
24
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Director
Name 10 Ordinary meetings
1 Meeting 1 Indepenwithout dent managedirectors ment or meeting executive
3 Nomination 7 Risk and ManageRemuner8 CG 9 Audit ment ation Committee Committee meetings meetings Committee Committee meetings Meetings
1. Mr. Norkun Sitthiphong***
8/9
1/1
2. Mr. Apai Chandanachulaka
9/10
1/1
1/1
8/8
3. General Somjed Boontanom
9/10
1/1
1/1
8/8
4. Mr. Ampon Kittiampon*
10/10
1/1
5. Mr. Chokchai Aksaranan
10/10
1/1
6. Mr. Prasert Bunsumpun
9/10
1/1
7. Mrs. Pannee Sathavarodom
10/10
1/1
8. Mr. Wit Jeraphat
8/10
1/1
9. Mr. Tevin Vongvanich***
5/5
1/1
2/3
10. Mr. Nakarin Virameteekul
9/10
1/1
7/7
11. Mr. Prajya Phinyawat
10/10
1/1
12. Mr. Witoon Simachokedee*
8/10
0/1
1/1
13. Pol. Gen. Sereepisut Tameeyaves*
7/7
1/1
1/1
14. Mr. Permsak Shevawattananon*
7/7
1/1
15. Mr. Pichai Chunhavajira*/**
4/4
16. Mr. Somphot Kanchanaporn*
2/3
17. Mr. Chitrapongse Kwangsukstith*
3/3
18. Mr. Chainoi Puankosoom
1/1
3/3
9/9 3/3
1/1
1/1
9/9 7/8
7/7
5/5
2/2
1/1
2/2
10/10
* The AGM 2009 on 7 April 2009 selected three new directors: 1. Mr. Witoon Simachokedee 2. Pol. Gen. Sereepisut Tameeyaves 3. Mr. Permsak Shevawattananon Directors who have completed their terms are 1. Mr. Somphot Kanchanaporn 2. Mr. Chitrapongse Kwangsukstith Directors who have completed their terms and been re-elected are 1. Mr. Ampon Kittiampon 2. Mr. Pichai Chunhavajira ** A director who resigned during 2009 is Mr. Pichai Chunhavajira, who resigned on 30 June 2009. *** Directors elected during the year 2009 are: 1. Mr. Norkun Sitthiphong, who was elected on 22 January 2009 to replace Mr. Pornchai Rujiprapa. 2. Mr. Tevin Vongvanich, who was elected on 16 July 2009 to replace Mr. Pichai Chunhavajira. Note: Mr. Norkun Sitthiphong was elected Chairman of the Board on 19 February 2009. Mr. Ampon Kittiampon was elected Chairman of the Nomination and Remuneration Committee on 21 May 2009. Mr. Witoon Simachokedee was appointed Audit Committee member on 21 May 2009. Pol. Gen. Sereepisut Tameeyaves was appointed Nomination and Remuneration Committee on 21 May 2009. Mr. Tevin Vongvanich was appointed Risk Management Committee on 16 July 2009. Mr. Apai Chandanachulaka was elected Vice Chairman of the Board on 16 July 2009.
0/2
25
Board Assessment The Board of Directors arranged for its performance assessment for 2009 to take place once, to assess their achievements, problems, obstacles, as well as proposing ways for the Company to improve their performance.
The assessment was for the performance of the Board
as a whole and 15 individual director’s self-assessment.
Topic
The criteria for the assessment are as follows: 5 (100 out of 100) = very good, 4 (80 out of 100) = good, 3 (60 out of 100) = meets expectations, 2 (40 out of 100) = average, and 1 (20 out of 100) = needs improvement. In summary, such assessment as a whole in 2009 received an average score of 95.90% and included assessment in four main areas and 38 subtopics:
Average score (%)
1. Board Policy
97.60
2. Board Structure
97.22
3. Board Performance
96.10
4. Board Meetings
92.67
Performance assessment of individual directors received an average score of 96.37, which included assessment in six main areas and 22 subtopics:
Topic
Average score (%)
1. Accountability
96.33
2. Responsibility
96.67
3. Equitable Treatment
95.56
4. Transparency
96.67
5. Creation of Long-Term Value 6. Ethics
93 100
26
Directors’ and Executives’ Personal Development The Company policy encourages all directors to attend training courses with the Thai Institute of Directors (IOD) and other relevant institutions, such as the Capital Market Academy, as well as attending seminars on various topics to accumulate knowledge about the roles and responsibilities of a company director. The Company has made all directors members of the IOD to receive news, information, and has notified directors of possible training courses which they can attend all year. In 2009, eight directors attended the Directors Accreditation Program (DAP), eight attended the Directors Certification Program (DCP), two attended the Audit Committee Program (ACP), five attended the Financial Statement for Directors (FSD)/Finance for Non-Finance Directors (FND) program, two attended the Role of Chairman (RCP) program, one attended the Role of Compensation Committee (RCC), and 12 attended programs by the Capital Market Academy. If there is a new director, President & CEO is to explain business operations, business progress, upcoming projects and business ventures, summarize the last Board meeting, and advise him or her on good corporate governance practices so that he or she can understand the business and most effectively continue to perform his or her duties. The Company’s executives’ training is described
in detail under the section “Performance Review”, and development and succession plans for the executive have been reported to the Board. The Company has prepared the Succession Plan for management positions, as well as internal management movement to be as planned.
The Board of Directors’ Report
The Board of Directors is responsible for the Company’s financial statements and has assigned the Audit Committee to make sure that financial reports are of the highest quality and comply with the generally accepted accounting standards. Company information is disclosed in a transparent and complete manner and a quarterly report is submitted to the Board. The Board is responsible for the
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
financial statements, as well as financial information appearing in the Annual Report. The financial statements are audited by certified auditors, KPMG Phoomchai Audit Ltd., and disclosure of any information, whether financial or non-financial, is always complete, truthful and accurate.
Remuneration for Directors and Executives
Remuneration for the Directors follows the decisions approved by the AGM and has been disclosed under the heading “Management Compensation”. It is comparable to the average compensation per year for directors in a similar business group (which is natural resources) according to the Thai IOD’s survey of director’s compensation 2008. The Chairman’s compensation is 89.88% of the group average. The management director’s compensation is 90.96% of the group average, and the non-management director’s compensation is 89.07% of the group average. The Nomination and Remuneration Committee evaluates the performance of executives from the position of executive vice president and above yearly to determine
fair compensation rates, which are attractive, reflect responsibilities, and correspond with the Company’s performance. The Committee is to report the findings for the approval of the Board. The SEC, SET and Thai IOD assessed the Company’s corporate governance practices as a Thai listed company for 2009. This was the Company’s first assessment and returned marks in the ‘excellent’ range (five stars) of 90 - 100. The Board of Directors and the Corporate Governance Committee are committed to continuously raising the standards of the Company’s good corporate governance practices to international standards and ensure the maximum benefit and fairness to all shareholders, the Company and all stakeholders. General (Somjed Boontanom) Chairman of the Corporate Governance Committee
27
Company Information
...
Company Name
PTT Aromatics and Refining Public Company Limited
Registration No.
0107550000254
Head Office
555/1 Energy Complex, Building A, 14 th Floor, Vibhavadi Rangsit Road, Chatuchak,
Bangkok 10900 Tel. +66(0)-2140-4000 Fax: +66(0)-2140-4111-2
Refinery
Aromatics I
Aromatics II
Tank Farm
8, I-8 Road, Map Ta Phut Industrial Estate, Map Ta Phut, Muang District, Rayong 21150 Tel. +66(0)-3897-1000 Fax: +66(0)-3897-1099 4, I-2 Road, Map Ta Phut Industrial Estate, Map Ta Phut, Muang District, Rayong 21150 Tel. +66(0)-3897-2000 Fax: +66(0)-3897-2099 98/9 Rayong Highway Road 3191, RIL Industrial Estate, Map Ta Phut, Muang District,
Rayong 21150 Tel. +66(0)-3897-3000 Fax: +66(0)-3897-3099
11, I-4 Road, Map Ta Phut Industrial Estate, Map Ta Phut, Muang District, Rayong 21150 Tel. +66(0)-3897-2000 Fax: +66(0)-3897-2099
Website
www.pttar.com
Investor Information
ir@pttar.com or +66(0)-2140-4000
Nature of Business
Petroleum refining and supply of refined products, manufacturing and sale of aromatics
and their derivatives, and businesses of associated companies
Number and Value of Issued Shares
Securities Registrar
Auditor (2009)
Audit Fees
As at 29 January 2010, the authorized capital was Baht 29,938,149,690 made up of 2,993,814,969 common shares at a par value of Baht 10 per share.
The Paid-up capital was Baht 29,643,449,180. Thailand Securities Depository Company Limited The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Klong Toey,
Klong Toey, Bangkok 10110 Tel. +66(0)-2229-2800 Fax: +66(0)-2654-5427 Mr. Winid Silamongkol, CPA (Thailand) Registration No. 3378 and/or Mr. Vairoj Jindamaneepitak, CPA (Thailand) Registration No. 3565 and/or Mr. Charoen Phosamritlert, CPA (Thailand) Registration No. 4068 KPMG Phoomchai Audit Ltd., 50th - 51st Floor, Empire Tower, 195 South Sathon Road,
Yannawa, Sathon, Bangkok 10120 PTTAR paid 2,550,000 baht in audit fees to the auditors’ company for the 2009
accounting period.
28
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Top Ten Shareholders As of 30 October 2009, the names of the top ten shareholders appear below:
Rank
Name
Shares
%
1,441,987,368
48.65
1
PTT Plc
2
State Street Bank and Trust Company
68,947,158
2.33
3
Chase Nominees Limited 42
67,488,128
2.28
4
Thai NVDR Co., Ltd.
67,092,241
2.26
5
HSBC (Singapore) Nominees Pte. Ltd.
34,399,533
1.16
6
Merrill Lynch, Pierce, Fenner & Smith Inc.
18,707,299
0.63
7
Norbax Inc., 13
17,381,987
0.59
8
State Street Bank and Trust Company for London
15,841,481
0.53
9
Somers (U.K.) Limited
14,815,000
0.50
Government Pension Fund
13,106,858
0.44
10
Dividend Policy The Board of Directors’ policy is to propose to the shareholders’ meeting an annual payment of dividends, in line with Company performance, of no less than 30% of the net profit after tax and capital reserves, subject to investment plans, necessity, and other future factors. For 2009, at Meeting No. 2/2553 on February 18, 2010, the Board decided to propose to the 2010 Annual General Meeting of Shareholders for approval of the dividend payment at the rate of 1.25 Baht per share, amounting to 3,705,431,147.50 Baht. • 0.20 Baht per share derived from tax exemption profit portion according to Board of Investment (BOI) privilege so there is no tax credit for this portion. • 0.80 Baht per share derived from taxable profit portion but the Company has loss carry forward so there is no tax credit for this portion. • 0.25 Baht per share derived from 25% taxable profit portion and the shareholders are entitled to claim tax credit for this portion.
Personnel
As of December 31, 2009, PTTAR personnel headcount was 1,059.
Compensation Salary
Item
Contribution to Provident Fund
= =
Amount 58,091,095 Baht 5,975,347
Baht
29
...
Nature of Business
Managing an integrated oil refinery and petrochemical business, PTTAR commands a business structure grouped into the following businesses:
1. Oil refining and refined-product supply sourcing As a leader of Thailand’s oil refiners and suppliers of refined products, PTTAR owns and operates a most advanced complex refinery, one of the most energyefficient in Asia Pacific, thanks to the flexibility of refining processes and the ability to supply refined products in
Refining Unit
1. Crude Refining Unit
Capacity (barrels/day)
quantities matching customers’ demand at low costs. Located in Map Ta Phut Industrial Estate in Rayong, the refinery has a capacity of 280,000 barrels per day of crude oil and condensate intake, with a wide range of high-quality refined products, namely: • Light products, consisting of LPG, light naphtha,
and reformate • Middle distillates, consisting of jet fuel and diesel • Heavy products, consisting of fuel oil. Today, its three refining units handle crude oil and condensate refining: Detail
145,000
A complex refinery with hydrocracker and visbreaker units, capable of converting fuel oil into middle distillates. This unit refines crude oil into products, which may include reformate for delivery to the aromatics complex
2. Condensate Splitter Unit 1
70,000
This unit produces reformate for delivery to the aromatics complex along with other petroleum products, including light naphtha, LPG, and condensate residue
3. Condensate Splitter Unit 2
65,000
This unit produces reformate for delivery to the aromatics complex along with other petroleum products, including light naphtha, LPG, and condensate residue
Since March 2009, PTTAR has completed its 55,000barrel-per-day Upgrading Complex, Phase 1, to supply
refined products from condensate residue that results from condensate splitting.
30
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
2. Production and distribution of aromatics mixed xylenes, with raffinate and heavy aromatics as
by-products. and downstream products PTTAR produces and distributes upstream aromatics, namely benzene, paraxylene, orthoxylene, toluene, and
Today the Company runs two aromatics units: Unit : Ton/year
Product
Aromatics Complex I
Aromatics Complex II
Paraxylene
540,000
655,000
1,195,000
Benzene
307,000
355,000
662,000
Cyclohexane
200,000
-
200,000
Orthoxylene
66,000
-
66,000
Mixed Xylenes
76,000
-
76,000
-
60,000
60,000
1,070,000
2,259,000
Toluene Total
1,189,000
3. Joint-venture businesses and associated companies To capture business opportunities, PTTAR entered into joint ventures with others, operating various projects in support of its own business to generate profits while nurturing sustained growth.
Company Name
Nature of Business
As of year-end 2009, here is a summary of PTTAR’s shareholding structures in joint ventures and business affiliates:
Registered Capital (Million Baht)
Paid-up Registered Capital (Million Baht)
PTT Phenol Co., Ltd. Producer and seller of phenol 9,252 7,985 PTT Utility Co., Ltd. Producer and seller of 6,859 6,859 steam/electricity PTT ICT Solutions IT and communication 150 150 Co., Ltd. service provider to shareholders Alliance Refining Co., Ltd. Manager and operator of 6 6 oil refineries of PTTAR and Star Petroleum Refining Business Services Alliance Manpower procurement and 2 2 Co., Ltd. contract labor provider for PTT and PTT Group
Note: PTTAR’s flexible processes provide outputs matching market demand
Total
% Equity
30% (2,396 million baht) 20% (1,372 million baht) 20% (30 million baht) 49.99% (3 million baht) 25% (500,000 baht)
31
Performance Review 2009
Year 2009 was another successful year for PTT Aromatics and Refining Public Company Limited in several aspects described as follows:
1. Organizational Structuring and Development Since the amalgamation of The Aromatics (Thailand) Plc and Rayong Refinery Plc that formed PTT Aromatics and Refining Plc (PTTAR) on 27 December 2007, former RRC employees were obliged to serve Alliance Refining Co., Ltd. (ARC), the manager of oil refineries under the Operating Alliance Agreement between RRC and Star Petroleum Refining Co., Ltd. (SPRC), until 31 January 2009. Since 1 February 2009, all PTTAR employees have worked together under a new organizational structure with a focus on mingling and improvement of culture, structure, processes, criteria, and procedures of both former companies under a single entity for company-wide equality and fairness, with the following highlights: • Invited employees to jointly define corporate values and constantly launched activities for greater understanding and compliance with such values. PTTAR has defined its values with the acronym SPEED:
S = Social responsibility and caring
P = Professionalism
E = Ethics
E = Engagement
D = Diversity and teamwork
•
•
•
•
•
•
•
...
Launched team-building and relationship-building activities among employees with a focus on minimizing the time needed to unify them while blending work cultures to achieve the same standard Modified all job responsibilities for clarity while laying down criteria and career paths under
a technical ladder; reassessed new job values to serve as a basis for defining the levels and salaries of employees in line with the job values under the new organizational structure Instituted the assignment of authority for managing the business and lines of command of supervisors in line with the Company’s scope of business Unified employee welfare schemes on par with comparable industries Laid down leadership competencies and management practices while developing executives to approach the defined competencies and qualifications Conducted systematic change management with a focus on two-way communication while training executives of respective sections upward to become change agents and communicate assorted matters uniformly and giving employees opportunities for making direct comments to executives Conducted an employee satisfaction survey with the assorted changes for efficient and effective formulation of personnel plans.
32
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Today, all three production units, namely the refinery 2. Production, Feedstock Procurement,
(AR1), Aromatics Complex I (AR2), and Aromatics Complex and Product Sale 2.1 Production Aromatics Complex II (AR3) began its commercial production on 10 January 2009 while the Upgrading Complex Phase 1 Project, which processes condensate residue (CR) into jet fuel and diesel, was completed and put on a trial run from March 2009.
II (AR3) are fully operational. The Company, with Shell Global Solutions (SGS), developed a global linear programming model as a planning tool by compiling prices of feedstock and finished products, demand, and readiness of production units to achieve production plans with the optimum returns to the Company. Below is
a summary of outputs for 2009. Unit: Thousand barrels/day
AR1
AR2
AR3
Main intake
144.8
42.3
55.0
242.1
Crude oil
144.8
-
-
144.8
-
42.3
55.0
97.3
158.2
48.6
52.3
259.1
3.3
5.5
5.7
14.5
Light naphtha
15.7
13.1
16.0
44.8
Reformate
20.9
-
-
20.9
Jet fuel
19.9
-
-
19.9
Diesel
74.4
-
-
74.4
Fuel oil
24.1
-
-
24.1
Paraxylene
-
10.0
11.7
21.8
Benzene
-
4.9
5.8
10.7
Cyclohexane
-
3.1
-
3.1
Other aromatics
-
2.2
-
2.2
Condensate residue
-
9.8
13.0
22.8
Condensate Main products LPG
Total
33
In 2009, AR1 had no scheduled maintenance shutdown, but underwent a seven-day emergency shutdown to repair the hydrocracker unit (HCU), resulting in a capacity utilization rate of 102%. The aromatics complexes had a utilization rate of 82%, as the Company
cut down its output early in the year as a result of the economic downturn, which had resulted in lower demand worldwide. During the year, PTTAR benefited from the synergy among its three units to the amount of US$130.3 million:
Synergistic action
Benefits ($Million)
1. Oil legal reserve reduction
0.03
2. Use of nitrogen blanket at the reformate tank
3.46
3. Use of jetty and feedstock tank farm at AR1
8.50
4. Use of heavy aromatics in place of diesel as fuel oil cutter stock
6.58
5. Use of reformate to produce aromatics products (rather than export)
57.05
6. Processing condensate residue at CRS (rather than export)
54.24
7. Hydrogen transfer from AR2&3 to AR1
0.43
Total
130.29
2.2 Feedstock procurement The Company secured 88.58 million barrels of crude oil and condensate, its main feedstock, through PTT Plc
at market prices totaling $5,468 million in value. Volume (Million barrels)
Average price ($/Barrel)
Value ($Million)
Crude oil
52.98
62.65
3,319
Condensate
35.60
60.37
2,149
Total
88.58
61.52
5,468
Main Feedstock
34
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
The Company planned to process crude oil grades with higher profitability than those under its business plans, namely Al Shaheen, Masila, Pattani, Benchamas, Umm Shaif, and Dar Blend, resulting in $6.27 million additional
profit. The synergy with SPRC and IRPC refineries saved $8.26 million in transport expenses, and the use of highflash kerosene from SPRC resulted in $0.50 million in benefits.
Item
Benefits ($Million)
1. AR1 using lower-priced crude oil with high mercury and high TAN
6.27
2. Crude Co-loading with SPRC and IRPC
8.26
3. Using high-flash kerosene in processes
0.50
Total
15.03
2.3 Product sale For the year, the Company sold a total of 73.9 million barrels worth $4,771 million mainly to PTT, which had a purchasing contract for 70% of the former capacity and all of its additional capacity, half of which at domestic prices. In addition, PTTAR acquired new customers, particularly those for its fuel oil. As a result, it commanded greater flexibility in processing and sales. Exports by PTTAR to
Product
Asian countries, namely China, Singapore, Indonesia, and Vietnam, accounted for about 32% of all its petroleum product sales. The Company sold 1.86 million tons of aromatics, most of which to domestic customers. PTT accounted for 78% of this total; the rest was sold to Asian countries, namely Singapore, Taiwan, Indonesia, Malaysia, China, India, and Korea, and then other regions, including Kuwait.
Volume
Average price
(Million barrels)
($/Barrel)
($Million)
(%)
Domestic
51.7
63.1
3,260
68
Export
22.2
68.0
1,511
32
Total petroleum products
73.9
64.6
4,771
100
(Million tons)
($/Ton)
($Million)
(%)
Domestic
1.40
856
1,198
78
Export
0.46
729
335
22
Total aromatics products
1.86
825
1,533
100
Petroleum products
Aromatics products
Value
Ratio of value
35
3. Technical Engineering, Production Efficiency Improvement, and Expansion Project Management The Company continued to value the improvement of production units for both the refinery and the aromatics complexes to enhance their reliability and competitive edge in the long term, apart from developing technical and engineering personnel’s competency. 3.1 Production unit reliability • Appointed a task force to analyze the causes of unplanned shutdowns for both the refinery and the aromatics complexes, in particular the causes and recommendations for solutions to enable the Company to continuously produce under the annual business plan • Prepared for the DCS Upgrading Project Phase 2, which would involve modifications to the system and installation of a new one during the major turnaround of the refinery. This project would add reliability while preparing the Company for future capacity expansion. • Launched a comprehensive Equipment Integrity Review at AR3 instead of undertaking Turnaround and Inspection, avoiding the planned 20-day shutdown. • Replaced PAREX unit control valves at AR3 to lower the risks from unplanned shutdowns, averting 10 million baht in losses per year. At year-end, the overall progress was 40%, with completion projected for March 2010. • Achieved good success in planned maintenance work, which gave PTTAR about 98% plant availability, slightly higher than the targeted 97%. • Carried out turnaround management of PTTAR’s three plants under a long-term shutdown plan by operating in an integrated turnaround team. As a result, the turnaround proved efficient and flexible under dynamic business circumstances.
36
3.2 Production efficiency improvement • In August, completed the distillation units to handle crude oil with high total acid numbers but with low prices to enable the refinery to be more flexible in feedstock choice. • In June, completed construction of Mercury Removal Unit (MRU) to enable the refinery to process high-mercury indigenous crude oil. • Completed construction of a Pressure Swing Absorption (PSA) Unit to produce pure hydrogen at AR3 to replace that produced from natural gas at the refinery, which is more costly. The project was completed in November 2009, two months ahead of schedule. • Undertook aromatics process improvement, including the 5.5% capacity rise of the TAC9 unit at no cost, improvement of the Tatoray unit to lower benzene output while raising paraxylene output to suit market conditions, Isomar process modification to lower xylene losses. In all, the benefits derived in 2009 totaled $16.5 million. • Replaced heat exchanger of the reformer at AR2, which added efficiency and capacity. Completion is expected during the turnaround of 2010. 3.3 Expansion project management • Aromatics Complex II (AR3) Project trial run ended on 10 January 2009, raising the Company’s aromatics capacity to 2.26 million tons/year, which is the highest in Thailand and No. 7 in Asia. • Completed in March, Upgrading Complex Phase 1, also known as the construction project of the Condensate Residue Splitter (CRS), adds value to the condensate residue derived from the Aromatics Complexes by turning it into jet fuel, diesel, and fuel oil at a capacity of 55,000 barrels per day. • Upgrading Complex Phase 2, also known as the construction project of the deep hydrodesulfurization (DHDS) and designed to produce
ultra-low sulfur (50 ppm, or Euro IV) diesel to meet the requirements of the fuel quality improvement policy, due to be enforced in 2012. At year-end, overall progress registered 16.45%.
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
37
•
Green jet/green diesel: PTTAR is investigating the feasibility of investing in green jet and green diesel fuels, considered second-generation bio-fuel. Their superior qualities to conventional petroleum fuels are that they can be blended in jet fuel and diesel at high proportions and emit less greenhouse gases.
4. Financial Performance Resulting from the economic recession worldwide in 2009 due to notorious subprime mortgage problems in the US, credit crunches represent high risks that merits close monitoring. PTTAR secured about 18,000 million baht in longterm loans to replace some short-term ones to ensure that, during the current worldwide credit crunch, it would have enough cash to run its business and expand. Below are the details of such long-term loans. • Baht debentures of 15,000 million baht with maturity of five years and a fixed interest rate of 5.5% in a public offering of 30 April 2009 • A long-term loan agreement of 3,000 million baht over eight years with the Export-Import Bank of Thailand, signed on 17 November 2009. In addition, the Company negotiated with domestic banks or foreign ones with domestic branches for additional working capital facilities or extension for matured loans, or both.
5. Risk Management and Investment Project Management 5.1 Risk management and risk factors The Board of Directors appointed Risk Management Committee to define a policy and approach for efficient company-wide risk management in place of the Audit Committee so that the latter may independently review the performance of all parts of the Company. Since late 2008, the petrochemical and refining businesses have been affected by the crisis in the US resulting from low-quality sub-prime loans and by capacity expansions in several Asian countries, which caused petroleum and petrochemical commodity prices to drop sharply. As a result, the Company suffered heavy losses, notably from stock losses. The year 2009, therefore, posed
tough challenges for the business, which needs competent management to survive under such volatile circumstances. Below is a summary of risk management practices in 2009. 1. Reviewed risks to ensure that PTTAR achieved its business goals 2. Monitored risk management practices to ensure comprehensive extent and compliance with plans, described as follows. • Risks from fluctuating refining margins and oil prices The relationship or discrepancy between refined petroleum product prices, those of aromatics and those of crude oil and other feedstock is a key factor dictating the Company’s performance. The costs of crude oil and other feedstock, as well as the prices of refined products and aromatics products, hinge on world market prices, several factors of which are beyond its control. To lower the risks, PTTAR periodically negotiated price formulas with business partners to ensure that prices reflected current market prices and chose suitable feedstock for its processes, known to be highly flexible. In addition, PTTAR applied assorted forward purchase contracts as additional risk management tools as described below. 1. Hedging contracts against petroleum crack spreads for 16.5% of its outputs, and forward contracts for the Dubai crude to manage its fuel and loss costs for 14% of such fuels and losses.
38
2. Forward contracts for the Dubai crude to decide the paraxylene spread for 19.8% of its paraxylene output. 3. Conversion of feedstock prices to coincide with the actual month of production to stem the volatility of each month’s performance. 4. Risk management contracts on oil price volatility of the zero-cost collar to prevent losses resulting from oil stocks in the final month of each accounting period. • Liquidity risks PTTAR offered 15,000 million baht of debentures in its April 2009 public offering to ensure that it has enough cash to manage its business during a critical period faced by worldwide financial institutions. Such cash was used in repaying short-term loans, therefore adding to its liquidity. • Risks from fluctuation in currency exchange and interest rates The Company’s revenue and costs are, for the main part, in US dollars, and therefore it has a natural hedge (protecting itself from currency exchange risks). Still, PTTAR bears risks from currency exchange containing gaps between its revenue and feedstock costs and loans in foreign currencies. To lower such risks, PTTAR’s policy is to manage cash flows for revenue and expenditure in the same foreign currencies, including forward purchases of foreign currencies and other financial tools to lessen the impacts in a timely way. In 2009, the Company made forward purchases of US dollars to support potential transactions.
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
In addition, PTTAR incurred loans of both fixed and floating interest rates that are subject to rising with the recovering economy and inflation trends. Therefore, it conducted interest rate swaps for a part of these loans to arrive at suitable fixed and floating interest rates. The Company conducted interest rate swaps to short-term flexible interest rates to save debenture interest expenses. • Risks from changing rules and public policies Like other domestic operators, PTTAR conducts its business under the law and strict supervision by the government. Therefore, it is exposed to direct impacts from government policy changes, including price control of LPG and the environmental policy. However, because the Company has monitored the situation and formulated risk management approaches concerning changing rules and public policies, particularly compliance with Article 67 of the present constitution,
it has dramatically eased such impacts from this case. • Operation risks Previously, PTTAR’s production units faced unscheduled shutdowns, which resulted from the likes of disruption to the power system and production units. The Company values operation risk management to ease potential severity by inspecting and maintaining the production unit’s machinery and equipment as previously scheduled; monitoring reliability improvement of the PTTUT CUP2 power generating unit; planning water supply sourcing for production purposes; and adding risk management practices concerning reliability for production units to the list of company-wide risk factors for 2010.
In addition, the Company made sure it would be prepared for emergency responses and defined risk preventive measures for severe fires in its plants. • Risks from dependence on imports of crude oil and other feedstock especially from the Middle East for its refining business The Company’s refinery bases its crude oil feed choice on properties and prices, as well as product slates. In 2009, it relied almost entirely on crude oil and other feedstock from the Middle East, with the rest coming from the Far East and West Africa. The ability to secure crude oil and other feedstock from the Middle East hinges on several factors beyond PTTAR’s control, including unrests and political stability of the region, crude oil logistics, trips made by crude oil carriers, government regulations concerning the oil and energy industry, and the climate and overall economy of the region.
39
While PTTAR has never faced significant hindrances in purchasing adequate supplies of crude oil and other feedstock, to minimize risks arising from such impacts, it has entered into partial term crude oil purchase agreement to lower risks concerning spot-market supply.
It appointed a task force to constantly monitor market changes to provide the Company with information about crude oil and feedstock market trends, as well as that about transportation potentially affecting product-to-feed margins to ensure acceptable risks. • Risks from a shortage of the main aromatics feedstock The main aromatics feedstock is condensate,
a shortage of which carries several risks, including the major supplier (PTT) not supplying it in time and delayed feedstock carriers. Still, the amalgamation between the refinery and the aromatics complexes has enabled PTTAR to lower the risks arising from condensate shortages, as it can now use reformate derived from the refinery instead.
In addition, the Company reserves seven days’ worth of condensate stock for production, sources condensate from other foreign sources, and can use naphtha as alternate feedstock. Further, it closely monitors feedstock procurement and transport while preparing additional channels for condensate loading and storage. • Risks facing the Company’s investment expansion projects PTTAR is undertaking the Upgrading Complex Phase 2 project (also called deep hydrodesulfurizationDHDS) on the refinery compound, a continued project from Phase 1; this phase aims to produce ultra-low (50 ppm) sulfur diesel oil under the Euro IV standards as part of fuel product improvement in 2012. The Company expects the construction to be completed by the end of 2011. Still, it faces risks of completion delays and cost overruns, which could result from weather conditions, manufacturing of machinery and equipment by companies located abroad, changes in laws and rules, as well as public policies. To this end, PTTAR has hired a project management consultant to closely monitor construction to avoid delays. • Risks from the inability to access a part of the crude oil pipeline for maintenance or repairs The Company’s refinery is linked to offshore Single Point Mooring (SPM) facilities jointly owned by PTTAR and Star Petroleum Refining Co., Ltd. (SPRC). Construction of a related crude oil pipeline was completed
in 1993, most of which was laid on the sea floor. Later, the Industrial Estate Authority of Thailand (IEAT) reclaimed land and rented it, therefore burying a part of this pipeline under reclaimed land. BLCP Power Co., Ltd. (BLCP), leased a part of such land from IEAT for constructing a power generation plant, a part of which lies over the pipeline. This may limit the Company’s access to the pipeline to take remedial actions should leaks develop or should it need to inspect and do maintenance work to reduce the risks of such leaks developing. The Company and SPRC, therefore, jointly negotiated with IEAT and BLCP and successfully came up with a solution, under which PTTAR and SPRC would lay another pipeline on reclaimed land to replace the buried portion, which would more readily accommodate repair and maintenance work. The Company has assigned SPRC to design and fabricate the pipeline in question. Construction and link-up are expected to be completed in 2013, coinciding with SPRC Refinery’s turnaround. 5.2 Notable joint-venture projects 5.2.1 PTT Phenol Co., Ltd. (PPCL) • PTTAR holds 30% equity in PPCL, which buys benzene and processes it into phenol and acetone at 200,000 and 124,000 tons/year, respectively. • The phenol plant was completed, with commercial production begun in March 2009; PPCL
is investigating capacity expansion by 50,000 tons/year. • PPCL is constructing a Bisphenol A plant with phenol and acetone as feedstock; at year-end, the project featured 97.87% overall progress, and completion is due in March 2010. 5.2.2 PTT Utility Co., Ltd. (PTTUT) • PTTAR holds 20% equity in PTTUT, which produces and sells public utilities, including electricity, steam, and industrial water, to PTT Group and nearby industries. • PTTUT has 3 Central Utilities Projects (CUPs): CUP1: Construction is ongoing for the CUP1 Project Phase 6 to support expansion of PTT Group companies; at year-end, the project featured 94.40% overall progress, and completion is due in May 2010. CUP2: Commercial production began on 1 January 2009 for this supplier of power and steam to PTTAR’s AR3.
40
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
CUP3: Phase 1 began supplying steam in December 2009; at year-end, it featured 99.71% overall progress. 5.2.3 PTT ICT Solutions Co., Ltd. (PTTICT) • PTTAR holds 20% equity in PTTICT, which provides information technology and communication services to its PTT Group shareholders. • PTTAR hired PTTICT under a five-year contract beginning on 1 July 2006, at the end of which the contract could be extended for five years at
a time. 5.2.4 Business Services Alliance Co., Ltd. (BSA) • PTTAR holds 25% equity in BSA, which provides labor and contractor labor supply services to PTT and its affiliates.
6. Information Technology PTTAR conducts information technology and communication to sustain and support its operation under the new organizational structure and enhance the efficiency of joint operation among the three production units of
the Company.
•
A data network has been linked for jointly sending and receiving information across the Company. • A phone system has been improved to link the plants and Head Office at no extra charge. • A SAP Hydrocarbon Supply Chain (SAP-IS-Oil) system has been implemented to sustain and support refinery operations. • Applications under assorted business and work programs have been modified, supplemented, and expanded to cover all applications under the new organizational structure for greater flexibility in management, including SAP, e-mail, and shared folders. The Company executed a drill for potential SAP disasters and tested its readiness, along with a back-up system, while fostering preparedness and understanding of disaster management processes, including users’ roles and duties during such disasters.
41
Management’s Discussion and Analysis PTT Aromatics and Refining Public Company Limited and Its Joint Venture for 2009
1. Significant Financial Information
Unit: US$/BBL
2009
2008
% Δ
60.32 165
47.92 131
26 26
Market GRM
2.91
5.16
(44)
Hedging Gain/(Loss)/1
1.52
(0.93)
263
0.63
(4.55)
114
(LCM)/LCM Reversal/2
1.84
(2.38)
177
Accounting GRM
6.90
(2.70)
355
41.32 113
21.21 58
95 95
Market P2F
5.36
(1.91)
381
Hedging Gain/(Loss)/1
0.07
3.19
(98)
Refinery Business Total Intake (M.BBL) (KBD)
Stock
Gain/(Loss)
Aromatics Business Total Intake (M.BBL) (KBD)
...
Stock Gain/(Loss)
0.60
-
-
(LCM)/LCM Reversal/2
0.95
(1.91)
150
Accounting P2F
6.98
(0.63)
1,208
42
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Unit: US$/BBL
2009
2008
% Δ
92.78
67.97
36
(KBD)
254
186
36
Market GIM
4.24
3.06
39
Hedging Gain/(Loss)/1
1.02
0.34
199
Stock Gain/(Loss)/2
0.68
(3.21)
121
(LCM)/LCM Reversal/3
1.62
(2.27)
171
Accounting GIM
7.55
(2.08)
463
OPEX
1.38
1.98
(30)
Financial Expenses-Net
0.90
0.57
58
Depreciation
1.57
1.23
28
20,015
(9,005)
322
9,162
(8,465)
208
3.09
(2.86)
208
34.47
33.49
3
PTTAR Total Intake (M.BBL)
Total EBITDA (M.THB) Total Net Income/(Loss) (M.THB) Earnings Per Share (Baht) Average FX (THB/US$)
Note: /1 Gain from early settlement of crack spread swap agreements and Gain/(Loss) from the difference of crack spread swap and crude oil spread swap
agreements /2
(Allowance for decline in value of inventories)/Reversal allowance for decline in value of inventories
2. Production and Sales 2.1 Refining Business 1) Production The Company has terminated the Operating Alliance Agreement (OAA) with SPRC starting on February 1, 2009; therefore, the total intake for the refinery of the Company which once was calculated based on 50 : 50 sharing of the combined operations between the Company and SPRC was only for January 2009.
Refinery Business Total Intake
(M.BBL)
(KBD)
CDU Utilization Rate (%)
In 2009, the total intake averaged 165 thousand barrels per day (KBD) or 102% CDU utilization rate, which was an increase from 131 KBD or 87% CDU utilization rate in 2008. The higher intake was due to only 7-day unplanned shutdown of the Hydrocracking Unit (HCU) (gasoil re-boiler leakage), while in 2008, there was a total of 79 days planned and unplanned shutdown, plus SPRC’s 49-day planned shutdown.
1Q/2009
2Q/2009
3Q/2009
4Q/2009
2009
2008
% Δ
14.59
14.47
15.38
15.88
60.32
47.92
26
162
159
167
173
165
131
26
103
97
104
104
102
87
15
43
2) Sales In 2009, the Company sold refined products and products used as petrochemical feedstock domestically, at 70% of the total sales revenue, while exporting diesel,
jet fuel, reformate, and fuel oil totaled approximately 30% of total sales revenue.
Aromatics Business
2.2 Aromatics Business 1) Production In 2009, the Company’s total intake of aromatics business amounted to 41.32 million barrels, with 82% BTX utilization rate, equal to a rise of 95% over 2008 or 21.21 million barrels. The greater total intake was due to the additional capacity from the startup of Aromatics Complex 2 (AR3) since January 10, 2009.
1Q/2009
2Q/2009
3Q/2009
4Q/2009
2009
2008
% Δ
Total Intake (M.BBL)
9.16
9.98
11.09
11.08
41.32
21.21
95
102
110
121
120
113
58
95
71
82
87
88
82
82
0
(KBD)
BTX Utilization Rate (%)
2) Sales In 2009, the Company’s domestic and export sales of aromatics products were 75% and 25% of total sales
revenue, respectively. The main export markets were within Asia such as Singapore, Taiwan, Indonesia, Malaysia, China, India, Kuwait, and South Korea.
2.3 PTTAR Production Yield
Products
2009
2008
KBBL
%
5,282
6
4,381
7
16,402
19
7,038
11
Reformate*
4,081
5
7,937
13
Paraxylene
7,963
9
3,492
6
Benzene
3,915
4
2,000
3
38,324
44
26,760
43
Fuel Oil
8,808
10
6,951
11
Others
2,385
3
4,282
7
Total
87,159
100
62,842
100
LPG Light Naphtha
Jet/Kerosene and Diesel
KBBL
Note: * Including Gasoline until January 31, 2009 due to the termination of operating alliance agreement with SPRC
%
44
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
3. Oil Price and Aromatics Product Price Situation Average Prices for Crude Oil and Refined Products
Unit: US$/BBL
4Q/2008 1Q/2009 2Q/2009 3Q/2009 4Q/2009
2009
2008
% Δ YoY
Crude Oil Prices Dubai
53
44
59
68
75
62
94
(34)
WTI
59
43
60
68
76
62
100
(38)
Dated Brent
57
44
59
68
75
62
98
(37)
Gasoline (95Ron)
56
55
69
77
80
70
103
(32)
Jet fuel/Kerosene
75
55
67
75
83
70
121
(42)
Diesel (0.5%s)
70
53
66
75
82
69
120
(42)
Fuel Oil
45
39
53
65
71
57
79
(27)
Gasoline (95Ron)
3.71
10.53
9.58
8.93
5.05
8.52
9.05
(6)
Jet fuel/Kerosene
22.13
11.18
7.42
7.28
7.33
8.30
27.78
(70)
Diesel (0.5%s)
17.64
8.92
7.03
6.98
6.22
7.29
25.96
(72)
(7.85)
(5.19)
(5.71)
(2.85)
(4.35)
(4.52)
(14.98)
(70)
Refined Products Prices
Dubai Spread
Fuel Oil Source: The Company
3.1 Oil Price Situation 1) Crude Oil Prices In 2009, Dubai crude oil prices decreased 34% from 2008, with an average of 62 US$/BBL for the year, while oil prices continuously declined from year end 2008 towards the first quarter of 2009. The decline was contributed from the decreasing world oil demand along with the economic slowdown. However, the stimulus packages and interest rate cut of many countries led to the improvement of many economic indicators since the 2 nd quarter of 2009 and higher demand for oil. In addition, the depreciation of US dollars had supported the rise of crude oil for the rest of the year. Furthermore, the International Energy Agency (IEA) reported that the world oil demand in 2009 declined from 2008 to approximately 84.9 MMBD or falling 1.6%, due to lower OECD demand such as in North America and Europe while demand in Non-OECD countries increased, especially in China and India.
2) Refined Product Prices Refined product prices in the first quarter of 2009 continuously declined from the end of 2008 due to the lower demand in relation to the economic slowdown, while there was oversupply of capacity in the region, especially new refineries in China and India. Nevertheless, the refined product prices improved since the 2nd quarter along with the rising crude oil price. The crack spread softened in the second half from the first half of 2009 and the year before (except fuel oil which improved). The weakening crack spread was due to the high supply available in the market and high inventories in many regions, while the demand increased at a lower rate when compared to supply.
The details are as follows: • Demand for gasoline lessened since the end
of the 2 nd quarter as China reduced import;
in addition, Indonesia and Vietnam reduced import due to lower domestic demand.
45
•
Jet/kerosene fuel demand in Asia declined from economic slowdown, leading to sluggish tourism and decelerating airline industry. • Diesel demand in Asia declined, especially in China, which reduced import due to its high domestic inventories, while there were arbitrage cargos from Europe to Asia, due to its high supplies, weakening the GRM and resulting in refinery cut-runs in Asia. • The continued demand for fuel oil in the Middle East and Asia was supported by the demand for bunker fuel in the shipping industry and for electricity generation. In addition, the lower fuel
oil supply resulted from OPEC’s heavy crude production cut, thereby improving fuel oil crack spread. 3.2 Aromatics Product Price Situation In 2009, the aromatics business was sluggish along with the economic slowdown, reducing the demand for paraxylene and benzene downstream finished products
such as electronic appliances, computer hardware, automotive parts, toy, furniture, and polyester fiber/resin. Hence, it pressured the demand for intermediate derivatives, when compared to year 2008. China and India were still continuously growing due to their rising domestic demand, although the world economy was in a recession. Therefore, the impact on Asia from the economic crisis in US and Europe was absorbed. Conversely, the supply in 2009 was tightened since the end of 2008 continuously into the 1st quarter of 2009 as Asian and European aromatics producers, such as Japan, South Korea, Taiwan, China, Singapore, and Thailand, shutdown for planned and unplanned maintenance and the shortage of feedstock supply.
In addition, the new aromatics plants in China (Shanghai No. 2) and Middle East (Kuwait-KARO, Oman) delayed their startup schedule in the 2nd quarter, thus tightening
the Asian market from the earlier forecast that the market would be oversupplied.
Average Prices of Aromatics feedstock and main Aromatics products
Products
Unit: US$/Ton
4Q/2008 1Q/2009 2Q/2009 3Q/2009 4Q/2009
2009
2008
% Δ
Paraxylene
685
850
957
1,013
1,005
982
1,143
(14)
Benzene
426
386
655
804
860
676
1,039
(35)
Cyclohexane
526
479
690
1,009
942
766
1,148
(33)
Light Naphtha
350
344
508
600
671
511
890
(43)
Condensate Residue
497
368
472
541
582
489
908
(46)
Condensate
422
397
464
560
628
512
875
(41)
263
453
493
453
377
470
268
75
4
(11)
191
244
232
164
164
0
Condensate Spread Paraxylene Benzene
Source: The Company Note: Paraxylene Price quote: Spot FOB Korea, Benzene Price quote: Spot CFR S/E Asia
46
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
4. The Company’s Operating Performance 4.1 Statements of Income for Year 2009
Unit: Million Baht
2009
2008
+/(-) YoY
92.78
67.97
24.81
Net Sales
225,300
251,387
(26,087)
Cost of Feedstock
(207,311)
(241,549)
34,238
(4,434)
(2,877)
(1,557)
13,555
6,961
6,594
Hedging Gain/(Loss)/1
3,249
778
2,471
Stock Gain/(Loss)/2
2,169
(7,298)
9,467
(LCM)/LCM Reversal/3
5,173
(5,173)
10,345
Accounting GIM
24,145
(4,732)
28,878
(2,933)
(2,624)
310
(25)
(580)
(555)
(1,451)
(1,299)
152
(4,409)
(4,502)
(94)
278
229
49
20,015
(9,005)
29,020
Net Interest Expense & Financial Charges
(2,889)
(1,301)
1,588
Depreciation Cost
(5,036)
(2,797)
2,239
(99)
(175)
(76)
575
(302)
877
12,566
(13,581)
26,147
(3,404)
5,116
8,521
9,162
(8,465)
17,626
3.09
(2.86)
5.95
Total Intake (M.BBL)
Utilities Cost Market GIM
Processing Cost Maintenance Cost Selling & Administrative Expenses OPEX Other Income EBITDA
Share of Loss of associates, net of income tax Gain/(Loss) from Foreign Exchange/3 Net Profit/(Loss) Before Tax Income Tax Net Profit/(Loss) Earnings per Share (Baht/share) Note: /1 /2 /3
Gain from early settlement of crack spread swap agreements and Gain/(Loss) from the difference of crack spread swap and crude oil spread swap agreements (Allowance for decline in value of inventories)/Reversal allowance for decline in value of inventories Exclude Gain/(Loss) from exchange rate in associated with the purchase of crude/intake, as it is included in the cost of feedstock
47
4.2 Gross Integrated Margin (GIM) In 2009, the Company’s 2009 net sales amounted to 225,300 million baht, or 26,087 million baht decrease from 2008 due to the decline in refined products crack spread, especially middle distillates, resulting in the softening Market GRM of 2.91 US$/BBL in 2009 from 5.16 US$/BBL in 2008. On the other hand, the better aromatics spread, especially paraxylene, led to the improving Market P2F of 5.36 US$/BBL in 2009 from -1.91 US$/BBL in 2008. Accordingly, the Company’s Market GIM improved from 3.06 US$/BBL in 2008 to 4.24 US$/BBL in 2009. The increasing crude oil price from 40 US$/BBL at the beginning of 2009 and closing at 78 US$/BBL by year end contributed to the Company’s stock gain (Net with LCM) of 7,342 million baht. In addition, the gain from the difference of crack spread swap and crude oil spread swap agreements of 3,249 million baht (mainly from high Jet and Diesel crack spread hedging done in 2008), resulted in the Company’s 2009 Accounting GIM of 24,145 million baht (7.55 US$/ BBL) or an increase of 28,878 million baht from the previous year. 4.3 Operating Expenses (OPEX) The higher production in 2009 resulted in greater total processing cost and selling and administrative expenses of 462 million baht, but it decreased 0.35 US$/BBL on a per barrel intake basis. However, with the lower maintenance cost of 555 million baht for the year, the Company’s
operating expenses (OPEX) totaled 4,409 million baht,
a decrease of 94 million baht from 2008. 4.4 EBITDA The Company’s EBITDA amounted to 20,015 million baht in 2009, or 29,020 million baht higher than last year, mainly from higher product prices, leading to stock gain (Net with LCM) of 7,342 million baht. In addition, the higher products spread rising along with the economic recovery and the additional production capacity of Aromatics Complex 2 (AR3) altogether contributed to higher margin and lower OPEX per barrel intake. 4.5 Financing Expenses and Net Profit In 2009, the Company’s net interest expenses and financial charges totaled 2,889 million baht, or a 0.90
US$/BBL, an increase of 1,588 million baht from 2008, which resulted mainly from higher interest bearing debts outstanding amounting to 5,324 million baht and the interest expense from loan used for the Aromatics Complex 2 (AR3) project no longer capitalized in the cost of project after the project was completed. As baht appreciated from 35.08 baht/US$ at 2008 year end to 33.52 baht/US$ at 2009 year end, the Company had net foreign exchange gain of 575 million baht, mainly from the 570-million-US dollars loan. Furthermore, the Company had income tax expense of 3,404 million baht for 2009, resulting in net profit of 9,162 million baht, or 17,626 million baht higher than 2008.
48
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
4.6 Balance Sheets
Unit: Million Baht
Consolidated as of Items
% Δ
31 Dec 2009
31 Dec 2008
49,530
28,814
72
105,080
108,726
(3)
154,609
137,540
12
Current liabilities
34,349
27,432
25
Non-current liabilities
59,943
57,473
4
94,292
84,905
11
Paid-up capital and share premium
34,252
34,249
0
Retained earning
26,065
18,386
42
60,317
52,635
15
154,609
137,540
12
Assets Current assets Non-current assets Total Assets Liabilities
Total Liabilities Shareholders’ equity
Total shareholders’ equity Total Liabilities and Shareholders’ equity
As of December 31, 2009, the Company’s total assets totaled 154,609 million baht, a rise of 17,069 million baht or 12% from December 31, 2008 due to the following: • Current assets increased 20,716 million baht,
or 72%, mainly from higher trade accounts receivable and rising in value of inventories from higher volume and sales price contributed mostly from the commercial operation of the Aromatics Complex 2 (AR3). • Non-current assets decreased 3,646 million baht, or 3%, mainly from deferred income tax assets amortization amounting to 3,584 million baht.
In addition, the Company’s total liabilities as of December 31, 2009 increased 9,387 million baht or 11% from December 31, 2008, mainly from the higher current liabilities enhanced along with the trade accounts payable from greater feedstock volume for Aromatics Complex 2 (AR3). Lastly, the Company’s total shareholder’s equity as of December 31, 2009 of 60,317 million baht is an increase of 7,682 million baht or 15% from December 31, 2008, largely from the increase in net profit for the year.
49
4.7 Statements of Cash Flows
Unit: Million Baht
2009
2008
Net cash provided by (used in) operating activities
3,427
(4,960)
Minus Net cash used in investing activities
5,053
21,744
Plus Net cash provided by financing activities
1,966
24,862
Cash and cash equivalents at beginning of period
1,011
2,764
11
88
Effect of exchange rate changes on balances held in foreign currencies
Cash and cash equivalents at the end of period 1,362 1,011
The Company had 3,427-million-baht net cash provided by operating activities. The net cash used in investing activities of 5,053 million baht was for the purchase of property, plant, and equipment and other non-current assets amounting to 4,980 million baht, which composed mainly of the Aromatics Complex 2 (AR3), Pressure Swing Absorption Unit (PSA), and Upgrading Project Phase 2 (DHDS or EURO IV Project), and 328-million-baht investment used in PTT Phenol Co., Ltd.
The 1,966-million-baht net cash provided by financing activities included the cash provided from the 15,000 million baht bond in 2Q/2009 and net cash used in debenture and loan repayment of 9,220 million baht, interest expense of 2,333 million baht, and dividend payment of 1,479 million baht. Cash and cash equivalents at the end of the period amounted to 1,362 million baht.
50
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
5. Financial Ratios
Unit: %
2009
2008
Gross Profit Margin
5.4
(4.7)
Net Profit Margin
4.1
(3.4)
Interest Coverage Ratio (Times)
6.93
N/A
As of 31 Dec 2009
As of 31 Dec 2008
Current Ratio (Times)
1.4
1.1
Quick Ratio (Times)
0.7
0.3
Total Debt to shareholder’s equity (Times)
1.6
1.6
Long term debt to equity ratio (Times)
1.0
1.1
Net Interest Bearing Debt to equity ratio (Times)
1.2
1.3
Calculation Formulas: Gross Profit Margin Net Profit Margin Interest Coverage Ratio Current Ratio (Times) Quick Ratio (Times) Total Debt to shareholder’s equity (Times) Long term debt to equity ratio (Times) Net Interest Bearing Debt to equity ratio (Times)
= = = = = = = =
Gross Profit/Sales Revenues Net Profit/Sales Revenues EBITDA/Interest Expense Total Current Asset/Total Liabilities (Cash and cash equivalents + Short Term Investment + Trade account receivables)/Current Liabilities Total Liability/Shareholders’ Equity Long term debt/Shareholders’ Equity (Interest bearing debt–cash and cash equivalents–Investment)/Shareholders’ Equity
51
Configuration Crude
CDU
Reformate
REF3 PSA3
MEROX
SPM/JETTY HVU
AR1
HCU
CRS
HDS
50 ppm Diesel
DHDS
Fuel Oil
VBU
Hydrogen
Py-gas
REF1
AR2
Py-gas
AR3
CS2
REF2
ARO2
Condensate Residue
Capacity Finished Products
Intake 280 KBD
AR1 Crude Oil 145 KBD
Petroleum Products 228 KBD
Aromatics Products 2,259 KTA
LPG 9%
Other 9%
Reformate 5%
Cyclohexane 9%
Light Naphtha 23% Benzene 29%
AR2 Condensate 70 KBD AR3 Condensate 65 KBD
AR1 = Refinery AR2 = Aromatics Complex I AR3 = Aromatics Complex II
Cyclohexane
Hydrogen
PSA2
Condensate
CHX
PSA1
Mixed Xylenes Heavy Aromatics
Hydrogen
Condensate Residue
Orthoxylene Paraxylene Benzene
ARO1
Toluene
CS1
Reformate
Condensate
Kero/Jet
Jet, Diesel 53% Paraxylene 53%
Fuel Oil 10%
Paraxylene Benzene
52
53
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
PTTAR’s Product Value Chain
Upstream
Intermediate Butene-1
Ethylene Ethane
Downstream PE PVC
VCM Iso-Butene
PP
Butadiene
MTBE
Propane
PTT Gas Separation Plant
LPG
PTT Chemical Plc.
Propylene
Naphtha
Styrene
PTT Plc./ Import
Benzene
Bags, Toy, Carpet Fiber, Battery Case Octane booster in gasoline
Cumene/ Phenol
Bisphenol-A
Automobile Parts, Refrigerator Part
SAN
Electric Fan Part
GPPS
Toy, CD Case, Packaging
HIPS
Computer Case, Printer
EPS
Foam Container
SBR
Heat-Resistant Insulator, Tyre
Phenolic Resin
Electronic Appliances, Circuit Board, Heat Resistant Insulator
Polycarbonate
Compact Disc, Safety Glass, Automobile Parts
Caprolactam
Nylon 6
Adipic Acid
Nylon 6.6
Electronic Appliances, Plastic Sheet for Construction Fiber, Stocking, Carpet
Cyclohexane
Crude Refinery
Aromatics Plant
Paraxylene
Domestic Refinery
Pipes, Floor Mat, Bottle, Door and Window Frames
ABS
Epoxy Resin
Full Range Naphtha
Food Packs, Plastic Flowers
Mixed C4
NGL
Condensate
Application
Electronic Appliances, Automobile Parts
LAB
LAS
PTA
Polyester
Textile, Film, Food Containers, PET
PA
Plasticizer
Cementing Plastic Product, Dyeing Compound
Detergent
Reformate Orthoxylene Heavy Aromatics Fuel Oil
Solvent
Jet A1 Diesel LPG (Propane/Butane)
Fuel, Petrochemical Feedstock
54
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Commercial Interface
PTT Condensate
Condensate Residue
PTT
IRPC Plc.
ULSG
Naphtha
Rayong Purifier Plc.
Toluene Feedstock Thai Tank Terminal Co., Ltd. (Map Ta Phut)
Product for Export
LPG, Light Naphtha Rayong Olefins Co., Ltd.
Light Naphtha
Export
IRPC Plc.
Steam/Power Glow Energy Plc. Glow Group
Cyclohexane Thai Caprolactam Plc.
Sulfur
Light Naphtha Natural Gas PTT Gas Separation Plant
Py-gas
LPG
PTT Chemical Plc.
Benzene
PTT
Condensate Crude Oil Fuel Oil
PTT Phenol Co., Ltd.
Benzene
Siam Styrene Monomer Co., Ltd.
Diesel, Jet Fuel
Paraxylene Siam Mitsui PTA Co., Ltd.
PTT
Light Naphtha
Paraxylene Sak Chaisidhi Co., Ltd.
TPT Petrochemical Plc.
Heavy Aromatics
Paraxylene Orthoxylene Feedstock and Energy Pipeline Truck Ship
Continental Petrochemicals (Thailand) Co., Ltd.
Indorama Petochem Co., Ltd.
PTT Utility Co., Ltd.
55
Petroleum and Aromatics Overview for 2009 and Outlook for 2010
Oil price situation in 2009 Dubai crude price throughout 2009 averaged $61.69 per barrel (US$/BBL). During the first half of the year, the price fell by around 50.4% from the same period of the previous year to 51.69 US$/BBL. This was due to the slow growth of the world oil demand, which shrank by around 2.74 million barrels per day from 2008 to 85.5 million barrels per day. The global demand for oil has declined continuously since late 2008, resulting from the sharp contraction of the world economy, which is thought to be about 2% in 2009. The declining demand could be mainly seen in member countries of the OECD (Organization for Economic Cooperation and Development). Oil demand in these countries fell dramatically from the previous year, with a drop of 2.3 million barrels per day, or about 5% to 45.2 million barrels per day, particularly in the US, Europe and Japan, where more unemployment problems were present in the production and export industries after business closures. As for non-OECD countries, oil consumption was still expanding. Particularly in China and India, oil demand in 2009 went up by 70,000 and 80,000 barrels to 7.9 and 3.2 million barrels per day. This was due to the economic stimulus package of the Chinese government, implemented widely and in a timely way.
The stimulus package focused upon the improvement of the country’s infrastructure while encouraging domestic spending with some tax reduction measures and
the expansion of the domestic refining capacity to satisfy the country’s need. Meanwhile in India, the country’s development mainly involved people’s housing construction project, transportation, promotion of small vehicle production, and the launching of a new oil refinery in the first quarter of 2009. These resulted in the continuous growth of oil demand in these two countries. In addition, the attempt to keep the market balanced while shoring up the oil price prompted the 11 OPEC (Organization of Petroleum Exporting Countries) members (excluding Iraq) to reduce the production ceiling to 24.85
...
million barrels per day from 26.23 million barrels per day earlier. The economy which started to pick up during the second half of the year was also a major contributor to the higher global demand for oil. The huge amount of money injected into the economy in the stimulus packages of various countries and interest cuts, which bolstered investors’ confidence, consequently resulted in Dubai crude price to climb during the second half of 2009 from the first half by about 20.0 US$/BBL or 38.7%, to 71.68 US$/BBL. The weak US dollar against other major currencies, especially the euro, was also supporting the oil price.
In the course of the economic stimulus package, the US government released a large sum of money into the market and cut interest rates to 0 - 0.25%. This altogether led to the shift of investment to the commodity market. Refined products - The prices of refined products, comprising unleaded gasoline 95, naphtha, jet/kerosene, diesel, and fuel oil 180 cts (3%) during the first half of 2009 declined sharply due to the lower demand, in line with the world economy. However, demand in each region of the world was still high, particularly in Asia, where new refineries in China and India came on stream, resulting in the narrower price difference between crude and refined products. During the latter half of 2009, the prices of finished products were adjusted upward in the same direction as the climbing crude price, but the price difference got leaner and leaner from the first half of the year. The spread of diesel and jet fuel decreased sharply as a result of the sluggish economy, in turn causing the industrial sector to contract, leading to significantly lower demand for diesel in the production and transportation sectors. At the same time, jet fuel was affected by the widespread 2009 flu pandemic and the slump in the global tourism industry. Refineries in Japan, Europe, and the US, thus, needed to reduce their production capacity since the refining margin was significantly squeezed. The situation, however, was
56
supportive for the price spread of fuel oil because the Middle East and Asia still had a continuous demand for fuel oil, particularly in the marine and power generation sectors. Meanwhile, supply for fuel oil reportedly contracted due to OPEC’s lower production of heavy crude that yields fuel oil. The reduction of refining capacity also caused the supply for fuel oil to shrink dramatically, resulting in the constantly widened price spread during 2009.
Aromatics product price situation in 2009
During 2009, the petrochemical market, particularly the aromatic product sector, shrank in the same way as the slow global economy, which was affected by the financial and banking crisis in the US and Europe, especially in the first half of the year. Asian countries reported lower growth of gross domestic product (GDP) as affected by the sluggish economy in the US and Europe, their prime export markets. Demand for downstream products of benzene and paraxylene, thus, decreased significantly, which produced a further effect on the demand for middle derivatives of both benzene and paraxylene to slow down. Goods produced from raw materials in benzene and paraxylene sectors include electronics products, computer parts, car parts, toys, furniture, as well as polyester, fiber, and resin products. As a consequence, the petrochemical industry in each region needed to lower production rates in line with the decreasing demand. However, economic stimulus packages executed across the globe during the second half of 2009 led to the economy’s picking up with higher consumption. The GDP of each country reportedly climbed as a result, such as in Europe and Asia, particularly Germany, China, and India, especially the Cash for Clunkers program in the US and Europe. The remarkable expansion of automobile sales volume in China also led to the higher demand for finished downstream products in the benzene sector. This has further resulted in the better price of benzene and the continuously widening benzene price spread from the second quarter to fourth quarter of 2009. As for the paraxylene sector, of which downstream finished products are packaging products, bottles, polyester, furniture, fiber, and resin, the price in European and Asian countries did not have any significant movement during the beginning of the year. Since products in this sector are regarded as unnecessary consumables in people’s daily life, the sector was not heavily affected by the contracted economy, and the price spread of paraxylene was not much decreased as a result. But
after the world economy started picking up during
the second half of the year 2009, the demand for downstream products (PET bottle resin, polyester, fiber) in
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
the US, Europe, and North Asia, especially in China, rose accordingly. This has triggered producers in Asia to increase their production capacities to 70 - 75%, causing the demand for middle derivatives (PTA) and upstream products (paraxylene) to rise. The price of paraxylene and the paraxylene price spread, as a consequence, turned more and more favorable from the second quarter to fourth quarter of 2009. Meanwhile supply of both benzene and paraxylene was tight toward the end of the first quarter. Technical problems in production in Asia and Europe, such as
Japan, South Korea, Taiwan, China, Singapore, and Thailand, brought about maintenance shutdowns, which consequently caused a shortage of raw materials following the capacity reduction of refineries. Moreover, the opening of new aromatics plants in China and the Middle East
were delayed indefinitely from the planned second
quarter, such as CNOOC (with a production capacity of 250,000 tons per year) and Tianjin (250,000 tons per year) in China, KARO (324,000 tons per year) in Kuwait, and Oman Oil (210,000 tons per year) in Oman. At the same time, producers in Japan, South Korea, Taiwan, and Thailand decided to reduce their production capacity by around 5 - 10%, causing a tight benzene market.
The supply, which was earlier predicted to be in surplus, became a factor to shore up the benzene price and the widened price spread.
2010 outlook for world price of crude and refined products
It is expected that the world price of crude, comprising West Texas, Brent, Tapis, and Dubai, which is the prime raw material for oil refineries, is likely to increase during the year 2010. CMAI (Chemical Market Associates Inc.) and Purvin & Gertz, experts in economy, petrochemical, and energy sector, foresaw that the average price of Dubai crude for 2010 will be higher than that of 2009 and will move in line with PTT Group’s forecast of 72.1 US$/BBL. Such forecast was based on the world economy, which is likely to expand. According to CMAI, the world GDP in 2010 will expand by around 3.5% per year, from -2.0% during 2009. The prediction derived from the rebounding economy in the US and Europe, which is believed to have passed the lowest point. Meanwhile, Asian economy, China in particular, has shown a continuous growth from the previous year, with an annual growth rate of around 10.0%, up from 8.5% in 2009. In 2010, it is expected that the crude price in the world market will surge with the following contributing factors:
57
Percent (%)
World GDP Growth Rates (Constant 2007 U.S. Dollars)
5.0
Forecast
4.0 3.0 2.0 1.0 0.0 -1.0 -2.0 -3.0
Most Likely Scenario 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
2010 1 st
2 nd
3 rd
4 th
2010
United States
3.5
3.0
3.5
4.0
2.9
West Europe
1.9
1.5
2.0
2.3
1.5
Asia ex Japan
7.0
6.0
6.5
7.5
7.5
GDP Growth, % change Q/Q annualized
1. Demand for crude will rise with that of the world economy, believed to rebound at the beginning of 2010. Demand for crude by refineries for making refined oil products, distillates, and heating oil will rise since winter in Western Europe, the US, and North Asia is approaching, coupled with the weather forecast, which says that the US and Europe will face an unusually cold winter. Demand for crude will still continue. And when summer approaches, the tourism season will begin, leading to a higher demand for gasoline in both the US and Europe. In this regard, demand for crude by refineries in Asia will be continuously high, buoyed by the oil demand in China and India, as well as the start-up of new refineries, namely Sinopec and Reliance in the first quarter of 2010.
2. Supply of crude oil in the world market is likely to stay unchanged. The 11 OPEC members (excluding Iraq) announced their adherence to the production ceiling of 24.84 million barrels per day to keep the price stable in the region of 70 - 80 US$/BBL, similar to the price situation around the end of the previous year. However, considering the better economic situation in the US, Europe and Asia, and the fluctuating US dollar which is likely to continuously weaken, coupled with the worries over Iran’s nuclear project, which may affect supplies from the Middle East
as well as the influence of hedge funds who may enter
the crude futures market for speculation, crude price is expected to stay high, as seen toward the end of 2009.
58
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
For 2010, petrochemical and energy experts from CMAI by Purvin & Gertz foresaw that the average world oil supply will exceed that of 2009 by 1.48 million barrels
per day, or 1.76%, at 85.8 million barrels per day from 84.32 million barrels per day in 2009. This forecast agrees
with the prediction made by IEA (International Energy Agency). Meanwhile, world oil supply will be 87.6 million barrels per day, up from 85.98 million barrels per day
in 2009.
World Petroleum Supply/Demand Balance Unit : Million Barrels per Day
2005
2006
2007
2008
2009
2010
North America
25.38
25.18
25.27
23.97
23.13
23.61
OECD Europe
15.96
15.90
15.41
15.48
14.81
14.79
OECD Pacific
8.90
8.70
8.74
8.42
7.91
7.83
Total OECD
50.24
49.78
49.42
47.87
45.85
46.23
Total Non-OECD
33.84
35.28
36.84
38.15
38.47
39.57
Grand Total World Demand
84.07
85.06
86.26
86.02
84.32
85.80
31.18
31.53
31.22
32.46
29.79
30.13
4.87
5.07
5.24
5.46
5.34
5.39
41.52
41.51
41.64
40.99
41.25
41.72
Non-OPEC NGL, etc.
8.68
8.89
9.19
9.42
9.61
9.91
Total World Supply
86.24
87.00
87.28
88.33
85.98
87.16
2.17
1.94
1.02
2.31
1.65
1.36
DEMAND
SUPPLY OPEC Crude* OPEC NGL, Condensates Non-OPEC Crude*
Inventory Change & Misc.
* OPEC Crude includes and Non-OPEC Crude excludes Angola and Ecuador for all time periods Source: Purvin & Gertz
59
Refined product price It is expected that the price of refined products will move in line with the crude price and basic factors of demand/supply which correspond with the expanding world economy. This will result in a widened spread between finished product price and crude price from that of 2009. During the first half of 2010, demand for refined products, i.e. diesel and heating oil, will increase since
it will be the winter time for the US, Western Europe
and North Asia. In this respect, demand is likely to exceed supply because new refineries in China and India will come on stream in the first quarter of 2010. Moreover, the reserves of middle distillates in each region of the world were found to still be high. The price spread during the first half of the year, therefore, may not be very high. Based on the forecast that the world economy will be expanding, especially in the US, Europe and all around the world, demand for finished oil products is expected to rise, and demand and supply will become better balanced.
In addition, the maintenance shutdowns of refineries in
Asia and Europe around the end of the third and fourth quarters will possibly result in higher spread and gross refining margin (GRM) than the first half of 2010.
The market foresees that the refining margin of a complex refinery in Singapore during 2010 will average around
3 - 5 US$/BBL.
2010 outlook for world price of petrochemical products
In 2010, GDPs in Asian countries are expected to grow further, thanks to the better economy in the US and Europe, which are Asia’s prime export markets, thereby spurring the continuous expansion of the petrochemical industry. Demand for downstream benzene and paraxylene products, comprising electronics products, computer parts, car parts, toys, furniture, polyester, fiber, and resin products, has continuously risen since late 2009, resulting in a higher demand for middle derivatives in the paraxylene sector. The petrochemical industry, especially in China and India, will still grow remarkably as a result of their economy. China and India are now moving toward the new economy, which needs to depend more on domestic demand and consumption. Demand for downstream benzene and paraxylene products will, therefore, expand. In 2010, world demand for paraxylene is likely to expand by around 1.764 million tons per year, or 6.1%, to 28.79 million tons per year. Most of the demand could be expected from Asia Pacific, where the expansion of around 1.56 million tons per year, or 6.9%, could be seen bringing the total demand to 22.52 million tons per year. The larger
demand is also caused by the plan to build PTA plants in China and India in response to the domestic needs. In this regard, the paraxylene market in Asia is likely to grow steadily and continuously. This could be especially seen in the expansion of the petrochemical industry in India which reflects significant growth. It is recognized as a new market with high potential and may become competitive with China in the future. The combined production capacity of downstream products, i.e. polyester, fiber and PET, could meet 90% of the world demand for paraxylene, especially PET products, of which the demand is expected to expand by up to 6.7% per year around the world. This is because PET packaging products are now better accepted globally. This will result in a paraxylene shortage in Asia and leads to imports of paraxylene products of around 1.74 million tons per year. China still has a high demand for paraxylene products at 2.67 million tons per year. As for benzene products, the demand in 2010 is likely to grow by around 1.595 million tons per year, or 4.0%, to 40.32 million tons per year. It is expected to be the demand from Asia Pacific, the Middle East, and Europe, where the automobile industry is seen growing in both the US and China. In summary, Asia is still playing the role as the exporter of benzene products mainly to North America and Europe. It is expected that the price difference between benzene and condensate will stay high, similar to that of 2009, which is at around $172 per ton. Supply of aromatic products will increase in 2010 from new aromatics plants in China and the Middle East. However, the increase will not be significant, considering the planned reduction in production as a result of feedstock shortage following refineries’ capacity reduction. Moreover, annual maintenance shutdowns of refineries and aromatics plants during the first and second quarters of 2010, as well as technical problems of the new aromatics plant in the Middle East, will bring about some production delays. Looking at the big picture of the market in 2010, paraxylene supply will increase by 3.29 million tons per year, or 9.0%, to 36.70 million tons per year. It is expected that the production capacity will stay at 79.2%. As for benzene production capacity in 2010, growth of 2.03 million tons per year, or 3.7%, could also be expected, bringing the production level up to 55.34 million tons per year. Production capacity is expected to be at 73.0%. Source: World GDP, World Oil Supply/Demand estimates made by CMAI: Chemical Market Associates, Inc., Purvin & Gertz
60
...
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Quality, Safety, Health, and Environment Management
PTT Aromatics and Refining Public Company Limited (PTTAR) values the development of a management system for quality, safety, occupational health, and environment while recognizing its responsibility to all stakeholders in
a fair manner. Its policy is as follows. • Focus on total quality management to deliver goods and services that fit their terms of reference for customers’ satisfaction and expectation • Ensure efficient work processes for consistent effectiveness in line with international standards, rules and regulations, laws, and other agreements concerning PTTAR’s business;
this includes the specification of suitable measurement criteria for the improvement • Cultivate a work culture that values safety management and mutual care in the workplace to in turn grow a sense of safety among employees and ward off accidents to those at work • Consistently value actions to mitigate impacts and prevent environmental problems while promoting the quality of life for communities and related parties to lead PTTAR to sustainable development • Supervise effective application of resources and energy to minimize process loss control for maximum business benefit Promote all employees’ understanding of • management processes and participation in productivity activities to promote job satisfaction, maximum work efficiency, and achievement of Company vision Below is a summary of PTTAR’s QSHE performance of 2009.
Quality management system This year, two quality management and work processes were integrated as the same standard under the concept of Total Quality Management (TQM) with a view to obtaining certification under IMS ISO (Integrated Management System: ISO 9001, ISO 14001, and TIS/ OHSAS18001) in 2010. In November, the Company conducted the first audit under the terms of reference of integrated standard management systems since the two systems were integrated. The year also saw the implementation of a productivity policy for constant joint development/learning by employees and greater teamwork. The Company’s outstanding QC team took part in the 23rd Thailand QC Contest sponsored by the Association of QC Headquarters of Thailand and the Department of Industrial Promotion, Ministry of Industry. The team was later named among Thailand’s outstanding QC groups and qualified for activity presentation at the 7 th China Shanghai International Symposium on Quality and the Forum of International Academy for Quality. As regards knowledge management, PTTAR constantly educated and promoted the understanding of knowledge management processes: • Compiled employees’ knowledge through the One Sheet Sharing, One Article Sharing, and One Knowledge Sharing activities, totaling more than 100 items • Established learning prototype by inviting senior management team members to share knowledge through an activity entitled ‘Love & Learn’, which enabled employees to learn first-hand from executives’ experience under a One Team work atmosphere
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•
Developed a KM web, a treasury of knowledge sharing by employees through the intranet. • Established a Community of Practice (CoP), currently consisting of 11 groups. In addition, it shared knowledge with PTT Group through the Share & Learn activities, starting at the Turnaround event, where IRPC Plc, PTT Chemical Plc, Thai Oil Plc, PTT Gas Separation Plant, and PTT Maintenance and Engineering Co., Ltd., shared their knowledge while expanding knowledge groups to other aspects, including Plant Modified Management, Engineering, Instrument, Rotating, and KM. Thanks to such activities, PTTAR won a certificate of honor at the PTT Group KM Award 2009 event, where a four-member The Master team from assorted knowledge groups won The Best Contributor recognition. Apart from this recognition, the Company shared its knowledge with society through presentations made by members of its assorted CoPs to many educational institutions-public and private.
Safety management system
Workplace safety culture is vital for making employees and contract employees sustainably recognize work
safety through the development of the CARES (Caring/ Awareness of safety/Relationship/Everyone goes home safely every day/Stop if unsafe) culture. The Company desires that its human resources mutually look after one another’s safety regardless of employment status. As a result, it achieved two million man-hours of performance free of accidents with recordable injuries in November 2009. The performance of Aromatics Complex I also won the National Outstanding Business Operator for Safety, Health, and Environment for the 7th consecutive year (2003 to 2009), reflecting its consistent safety management practices.
PTTAR appointed additional teams on duty to watch out for emergencies at AR2 and AR3. A table-top emergency response exercise took place every Friday
for preparedness and improved skills. As for firefighting skills, this year it modified the training for those working
at AR2 and AR3 to advanced firefighting and raised
the training frequency from once to twice a year. In addition, PTTAR joined government agencies, including the Royal Thai Navy and the Marine Department, in a round-the-clock port security drill from June 30 to
July 2, 2009 under the International Ship and Port Security Standard at its jetty under the NASMEX 09 code name to jointly test a coordination system among companies with jetties and relevant government agencies. PTTAR’s jetty was the sole jetty in Map Ta Phut to withstand the Navy’s special operating unit’s ‘invasion’ because of its consistently watertight security system.
Occupational health management system
Recognizing the criticality of health care for employees working in high-risk areas and exposed to hazardous chemicals, PTTAR has instituted biannual physical examinations for operators and maintenance technicians in production processes to identify the incidence of respiratory diseases and cancer. Since day one of operation, indeed no employee had been found to have contracted cancer or chronic respiratory diseases caused by work. PTTAR also launched preventive measures against the spread of the new strain of influenza virus (the so-called ‘2009 flu’) by continually screening those potentially infected and educating employees about health care for oneself and one’s family members.
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Environmental management system
•
•
•
So strict was PTTAR’s compliance with environmental laws and measures that the measured emissions from stacks and effluents won the Company an EIA Monitoring Award in the product jetty category from the Office of Natural Resources and Environmental Policy and Planning. The Company also undertook several projects to cut pollution, resulting in a satisfactory drop in environmental complaints from communities. Below are the highlights of the environmental projects undertaken in 2009. • Installation of activated carbon at the benzene storage tanks at AR2 and AR3 to capture and reduce volatile organic compounds (‘VOCs reduction’). Installation at AR3 was completed in December 2009; the reduction was virtually 100%, with ongoing efforts to improve this efficiency even further and prolong its service life. Installation at AR2 was 30% completed as of December 2009, with completion due in March 2010.
Construction of Vapor Recovery Unit and change in oil product loading to bottom loading for trucks to prevent dissipation of hydrocarbon vapor into the atmosphere. As of year-end, progress was about 60%, with completion due in November 2010. Combustion improvement at gas turbines, aimed to improve equipment to cut emissions of oxides of nitrogen resulting from fuel gas firing
at the combustion unit of the gas turbines.
This improvement should cut down about 10% of the emission. The Company completed two units
in April and August 2009, with a third underway and due for completion in the first quarter of 2010. Clean Fuel and Upgrading Complex Phase 1 Project, with the fuel oil derived from the project to use as fuel in the complex, cut sulfur dioxide emission by as much as 30%.
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...
Corporate Social Responsibility
PTT Aromatics and Refining Public Company Limited (PTTAR) has been conducting its business with due social responsibility, especially concerning environmental issues and surrounding communities. PTTAR consciously ensures that its business abides by law and good governance,
in line with environmental management to avoid causing undue impacts on communities. Its “Social Responsibility and Caring”, as a corporate value, has been instituted to ensure its employees’ awareness of its significance and participation. It also established a dedicated unit for CSR overall and in communities around its plants. PTTAR’s major CSR activities in 2009 are summarized below:
Projects in Map Ta Phut and Rayong
•
Education • “Get Ready for the University Project”: Volunteer staff taught chemistry, physics
and mathematics to grade 12 students in Map Ta Phut Phan Phittayakhan School • In cooperation with PTT Group, graduates from Chulalongkorn University and wellknown tutoring schools coached grade 12 students in many schools in Rayong • PTTAR’s Library for Kids: Built a library and provided computers, aiming to create an interesting learning source for children.
In 2009, PTTAR’s 13th library was fabricated for Wat Ta Kuan. • In cooperation with PTT Group, PTTAR held “Petro Camp to Petro Champ” Youth Camp for grade 10 - 12 students in seven schools in Rayong and granted four students scholarships to further their education in chemical engineering at King Mongkut’s University of Technology Thonburi.
•
Health Care • The clinic at Aromatics Complex II provided free medical care to community residents • In cooperation with PTT Group, continued the “Sharing with Communities” clinic at Rayong Gas Separation Plant • In cooperation with PTT Group, sent out
a mobile doctor team monthly to provide community residents with free medical care Career Support • In cooperation with Procurement Depart• ment, modified the regulation for procurement, merchandise and service purchase to ease community members’ businesses with the Company, such as community’s food and snacks for PTTAR activities and gardening tasks • In cooperation with Human Resources Department, recruited community members’ children and employed local labor as employees and contract employees Environment • • Organized beach cleaning and tree-planting activities with communities and Map Ta Phut Municipality • Built used engine-oil storage shelters for two fishing groups to reduce environmental problems from fuel dumping Safety • • Conducted emergency drills with communities for their assurance • In cooperation with PTT Group, supported activities of police volunteers for their readiness for action
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
•
Sports • Hosted the “PTT Group Cup” youth football tournament • With PTT Group, organized Mini-Half Marathon • Religion/Culture/Ethics • Mass ordination of novices • Kathin ceremony
CSR Cooperation among PTT Group
PTTAR, together with 12 companies in PTT Group whose businesses and/or plants are in Rayong, provided projects for society and communities to ensure unified work direction and strengthen communities by appointing a committee to supervise PTT Group CSR operation and communication in Rayong. Below are its missions: • To supervise CSR/PR operation in Rayong in line with the policy of PTT Group • To supervise the communication and database of PTT Group in Rayong for efficiency and unity • To supervise PTT Group’s issue management in Rayong • To consider the operating CSR/PR budget of PTT Group in Rayong • To represent PTT Group in social activities.
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Communication with the Community To forge credibility and trust as well as to build cordial relationship with communities, PTTAR has been conducting transparent communication with them as follows: • Daily on-site visits to forge close relationship with communities and listen to their comments • Monthly meetings with communities to clarify
the Company’s operation and listen to their suggestions • Open-house visits for community committees and members for better understanding • Annual seminar with community leaders to use their comments and suggestions to adjust its current plan and prepare its future plan • Provision of information through community bulletin boards to inform them of the Company’s activities and create a positive image • In cooperation with Quality, Safety, Health and Environment Department, setting up a system
to respond to communities’ environmental complaints. • Keeping communities informed in advance of maintenance schedules or emergency drills.
Employee Participation
PTTAR encourages its employees to have a “volunteer mind” by participating or initiating CSR activities focusing on communities around the plants or in Rayong, including area cleaning with a small fishing group of
Ta Kuan, Ao Pradu, located next to the refinery, treeplanting activities with community, and volunteer teaching of children in schools. Furthermore, PTTAR employees formed groups to organize social activities. “Rom Mai Club”, “Three Baht Club”, “Off-Road Club” and “Boran Khan Khaeng Club”, in their spare time, improve the well-being of communities in remote areas nationwide, while “One Fine Friday Group” donates to underprivileged people. All clubs founded by employees are consistent with PTTAR’s CSR policy.
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
2009 Milestones
February 24 Received a honorary certificate from Rayong Provincial Administrative Organization under the local tax campaign project
April 9 Won EIA Monitoring Award 2008 for compliance with the measures stated in its Environmental Impact Assessment and for having outstanding environmental management practices for the year as a result of its jetty project
April 27 Received a QC Excellent Award, as the Instrument Complex I QC Group from PTTAR qualified in the 23rd Thailand QC Contest
April 30 Offered debentures No. 1/2552 to general public and institutional investors
May 6 Signed a Letter of Intent for PTTAR Clean Fuel Project with SK Engineering and Construction Co., Ltd. from the Republic of Korea and Thai Woo Ree Engineering Co., Ltd.
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June 15 Received “Laboratory Accreditation ISO/IEC 170252005” from the Thai Industrial Standards Institute for the certification of PTTAR’s laboratory
July 2 Received the National Outstanding Business Operator for Safety, Health, and Environment recognition for the 7th consecutive year
July 31 Signed the Engineering, Procurement and Construction (EPC) Contracts for the Deep Hydrodesulfurization Unit (DHDS) with SK Engineering and Construction Co., Ltd. from the Republic of Korea and Thai Woo Ree Engineering Co., Ltd.; the USD $221-million project is due for completion by the end of 2011
November 17 Signed an eight-year loan agreement of three billion baht with the Export-Import Bank of Thailand
December 25 Signed a Memorandum of Understanding with Yokogawa (Thailand) Ltd., on the collaboration on Advanced Solutions to improve operation efficiency in refining and petrochemical industries
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...
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Management Structure
PTT Aromatics and Refining Public Company Limited (PTTAR) is managed by the Board of Directors (‘Board’) and four subcommittee s (‘Committees’), namely the Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, and Risk Management Committee. 1. Board of Directors : The Board consists of at least five and up to 15 directors. The age of Board of Directors must not exceed 70 years old and the directorship not more than 3 consecutive periods. The Board is empowered to define business policy, strategies, and direction, supervise corporate governance and proper conduct to enable the Company to achieve its goals in line with Company objectives and resolutions of shareholders’ meetings with integrity, prudence, care, ethics, proper conduct, and social responsibility. The key is to safeguard the interests of the Company and all its shareholders. The matters listed below, however, require the prior approval of the shareholders: 1.1 Selling or transferring significant parts or all of PTTAR’s business to other parties 1.2 Purchasing or taking over other public companies or companies 1.3 Signing, amending, or annulling contracts on
the leasing of significant parts of all of its operations; assigning other parties to manage Company business; or consolidating Company business with other parties for profit sharing 1.4 Amending or making additions to the memorandum of association or Company regulations 1.5 Increasing or decreasing capital, issuing debentures, merging, or dissolving Company business. The Board must have the consent of the shareholders’ meeting through at least three-quarters of the total votes of the eligible shareholders in attendance.
As of 31 December 2009, the Board of Directors consisted of 15 people as follows: 1. Mr. Norkun Sitthiphong Chairman of the Board 2. Mr. Apai Chandanachulaka Vice Chairman, Independent Director Member, Corporate Governance Committee 3. Gen. Somjed Boontanom Independent Director Chairman, Corporate Governance Committee 4. Mr. Ampon Kittiampon Director Chairman, Nomination & Remuneration Committee 5. Mr. Chokchai Aksaranan Independent Director Chairman, Audit Committee 6. Mr. Prasert Bunsumpun Director Member, Nomination & Remuneration Committee 7. Mrs. Pannee Sathavarodom Director 8. Mr. Wit Jeraphat Independent Director 9. Mr. Nakarin Virameteekul Independent Director Member, Audit Committee Member, Risk Management Committee 10. Mr. Prajya Phinyawat Director Chairman, Risk Management Committee Member, Corporate Governance Comittee 11. Mr. Witoon Simachokedee Independent Director Member, Audit Committee
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12. Pol. Gen. Sereepisut Tameeyaves Independent Director Member, Nomination & Remuneration Committee 13. Mr. Permsak Shevawattananon Director 14. Mr. Tevin Vongvanich Director Member, Risk Management Committee 15. Mr. Chainoi Puankosoom Director President and CEO Secretary to the Board Directors’ profiles and experience related to PTTAR’s business appear under Board of Directors and their meeting attendance records appear in the Corporate Governance Report.
2. Subcommittees There are currently four committees as described below. 2.1. The Audit Committee, appointed by the Board, has the following duties: 1. Ensure accurate and adequate financial reports 2. Ensure suitable, efficient, and effective internal control and internal audit system, and deliberate the independence of the internal audit unit, including approval of the appointment, transfer, and employment termination of the head of the unit or any other unit charged with conducting internal audits 3. Ensure compliance with securities and exchange laws, Stock Exchange of Thailand (SET) regulations, or other relevant laws 4. Consider, select, and nominate an independent person as the external auditor together with its fees, and attend at least one meeting with the external auditor without the presence of the management 5. Consider the disclosure of Company information where connected transactions or potential conflicts of interest are concerned, to ensure compliance with laws and the regulations of SET; it is critical to ensure that such transactions are logical and conducted in the best interests of the Company
6. Prepare a report from the Committee, signed by its Chairman, for publishing in the annual report, with the following contents as a minimum: 6.1 Opinion about the accuracy, completeness, and reliability of financial reports 6.2 Opinion about the adequacy of internal control 6.3 Opinion about compliance with securities and exchange laws, regulations of SET, or laws related to Company business 6.4 Opinion about the suitability of the external auditor 6.5 Opinion about potentially connected transactions 6.6 The number of its meetings and individual attendance records 6.7 Overall opinion or remarks by the Committee on performing duties under the charter 6.8 Other items considered good to know for shareholders and investors at large under the scope of duties and responsibility assigned by the Board. 7. Review major risk management items to establish a link with internal control 8. Review and propose amendments to the scope, roles, and responsibility of the Committee in line with prevailing circumstances 9. Conduct other duties assigned by the Board with the concurrence of the Committee. In performing such duties, the Audit Committee is directly responsible to the Board. 10. If the Committee detects or wonders whether the following transactions or actions could impact the Company’s financial status and performance significantly, it must report them to the Board for rectification within reasonable time in its opinion: 10.1 Transactions with conflicts of interest 10.2 Frauds, irregularities, or significant defects in internal control 10.3 Violations of the securities and exchange laws, regulations of SET, or laws related to Company business.
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Name
Position
1. Mr. Chokchai Aksaranan
Chairman, Audit Committee
2. Mr. Nakarin Virameteekul
Member, Audit Committee
3. Mr. Witoon
Member, Audit Committee
Simachokedee
Mr. Paupan Srirongmuang, Vice President-Internal Audit, served as Secretary to the Committee from 1 January 2009 to 31 December 2009. Miss Araya Buruskarn, Vice President-Internal Audit, serves as Secretary to the Committee from 1 January 2010 to present.
Two members of the Audit Committee for 2009 are experienced in reviewing financial statements and in serving on audit committees. Mr. Chokchai has chaired the audit committee of The Aromatics (Thailand) Plc and served as an audit committee member of Thai Asset Management Corporation. He is currently the Chairman of the Audit Committee of PTT Exploration and Production Plc. Mr. Nakarin, formerly an audit committee member of The Aromatics (Thailand) Plc, is currently an Audit Committee member of Thanachart Securities Plc and Aromatics (Thailand) Plc. Mr. Witoon has undergone the Financial Statements for Directors (FSD), class 4/2009, training with the Thai Institute of Directors (IOD). 2.2 The Corporate Governance Committee, appointed by the Board, has the following duties: 1. Consider and propose good corporate governance practices to the Board 2. Formulate a good corporate governance policy, code of conduct for employees and for PTTAR’s business, and upgrade corporate governance practices to international standards.
Name
Position
1. Gen. Somjed Boontanom
Chairman, Corporate Governance Committee
2. Mr. Prajya Phinyawat
Member, Corporate Governance Committee
3. Mr. Apai Chandanachulaka
Member, Corporate Governance Committee
Mrs. Puangchao Nakanart, Vice President-Office of CEO and Corporate Secretary, serves as Secretary to the Committee.
2.3 The Nomination and Remuneration Committee, appointed by the Board, has the following duties: 1. Devise transparent criteria and selection procedures for directors, President and Chief Executive Officer (CEO) 2. Recruit and select potentially qualified directors, President and CEO 3. Recommend the recruitment of qualified people to serve as directors for the Board to consider and table for the consideration of shareholders’ meetings 4. Define criteria or procedures for the fair and logical compensation of directors, subcommittees, and the management rank of executive vice presidents upward 5. Submit directors’ and subcommittees’ compensation to the shareholders for their approval 6. Appraise the performance and propose compensation for the management rank of executive vice presidents upward for the Board’s approval.
Name
Position
1. Mr. Ampon Kittiampon
Chairman, Nomination and Remuneration Committee
2. Mr. Prasert Bunsumpun
Member, Nomination and Remuneration Committee
3. Pol. Gen. Sereepisut Tameeyaves Member, Nomination and Remuneration Committee Mrs. Puangchao Nakanart, Vice President-Office of CEO and Corporate Secretary, serves as Secretary to the Committee.
2.4 The Risk Management Committee has the following duties: 1. Formulate a policy and recommend approaches for risk management concerning Company business in a suitable and efficient way 2. Ensure compliance with the corporate-level risk management framework 3. Recommend practices for significant risk management, particularly financial risks and fluctuation in product prices so that they may be reasonably acceptable
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4. Review risk management reporting and track significant risks to ensure that such management is adequate and suitable.
Name
Position
1. Mr. Prajya Phinyawat
Chairman, Risk Management Committee
2. Mr. Nakarin Virameteekul
Member, Risk Management Committee
3. Mr. Tevin Vongvanich
Member, Risk Management Committee
Miss Duangkamol Settanung, Vice President-Corporate Strategy, serves as Secretary to the Committee.
3. The Management The President and CEO is empowered with the management of Company tasks. The Board provides in writing the scope of authority on significant matters in assorted Company rules and regulations, including those on personnel administration, supply procurement, finance and accounting, budget, and the supply and distribution of petroleum and petrochemical products. In addition, the President and CEO must manage tasks assigned by the Board strictly according to approved work plans or budgets with integrity and safeguards the best interests of the Company and its shareholders. At Board Meeting No. 5/2551 of 26 June 2008, the Board defined a policy and procedure for holding a director position at any another company for the CEO and President and senior management, which says that a prior approval is needed from the Board. In 2009, the Board appointed three management team members to the Board of Directors of PTT Phenol Co., Ltd. (PPCL), two to the Board of Directors of PTT Utility Co., Ltd. (PTTUT), and one to the Board of Directors of PTT ICT Solutions Co., Ltd. (PTTICT). It also seconded Mr. Atikom Terbsiri to PTT Plc for serving at IRPC Plc, effective from 1 June 2009. Details about the structure and profiles of PTTAR management appear under Management Structure and Senior Management.
4. Recruitment of Directors and Manage- ment PTTAR has implemented a recruitment and selection procedure to identify potential directors, President and CEO. It has no commitment or pledge concerning the number of directors representing the major shareholder and, as a rule, will consider the proportion of shares, suitability, and necessity for Company business.
It welcomes advance nomination of candidates from all shareholders for election to the Board. In 2009, the Company provided an opportunity for shareholders to nominate directors in advance from 17 November 2008 to 19 January 2009. The criteria and election procedure, spelled out in Company regulations with the consent of the shareholders, are as follows: 1. The number of votes equals the number of shares held by a person 2. Each shareholder must vote by using the entire voting right under (1) to elect one or several directors but cannot divide up his/her votes 3. Those candidates with the highest votes fill the director positions open in a given election. Should more than one candidate get the same number of votes, the Chairman of the meeting is to cast the deciding ballot. 4. At every Annual General Meeting (AGM), onethird of the directors-or if the number is not
a multiple of three, then the number nearest to one-third – is to retire from office. Nevertheless, a director whose term in the office expires may be re-elected. The names of those to retire during the first and the second year after the Company was registered are to be drawn by lots. For subsequent years, those with the longest terms are to retire. 5. Any director may resign by submitting a resignation letter to PTTAR, and such resignation will take effect on the date it receives the letter. He/she may also inform the registrar about the resignation.
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6. Apart from term expiration, the Board may choose qualified persons to assume directorship to fill a void, except when the remaining term is less than two months. Such a fill-in director may serve only as long as the remaining term of the replaced one. The Board resolution required in this case must be at least three-quarters of the remaining directors. 7. At a shareholders’ meeting, shareholders may vote for the removal of any director from office before his/her term expires, in which case a three-quarter vote of eligible shareholders present at the meeting is required, provided that the number of shares represented by the threequarter vote is no less than half of the total number of shares represented by the total number of eligible shareholders present at the meeting. Appointments from the level of Vice Present upward need prior Board concurrence and, as a rule, the selection is to be made from a list of competent, skilled, and experienced people in relevant areas to the business. As of 31 December 2009, the Board consisted of
15 directors, seven of whom were independent. Six of the directors are knowledgeable in petroleum or petrochemical matters, two in law/management, three in accounting and finance, two in security matters, one in economic matters, and one in social matters. Details and profiles of directors appear in Board of Directors. Selection criteria of Independent Director appears in Corporate Governance Report.
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Two Independent Directors are concurrently independent directors of two listed companies with the same major shareholder (PTT Plc) as the Company:
Mr. Chokchai Aksaranan serves as Independent Director, Chairman of the Audit Committee, and member of
the Corporate Governance Committee of PTT Exploration and Production Plc (PTTEP). Mr. Witoon Simachokedee serves as an Independent Director and member of the Corporate Governance Committee of PTT Chemical Plc (PTTCH). No independent director has business relationship or professional service with the Company, its parent company, subsidiaries, associates, or juristic persons with potential conflicts of interest with PTTAR.
5. Management Compensation 5.1 Cash Compensation 5.1.1 Directors: For the period of 1 January 2009 31 December 2009, the PTTAR Board met 12 times. The Company compensated directors for performing their duties as approved by
the 2009 AGM, held on 7 April 2009, by maintaining the same rate as that of 2008,
as follows: Monthly Compensation Chairman of the Board 50,000 Baht Board member 40,000 Baht Meeting Fee of Committee Chairman of the Committee 40,000 Baht Committee member 30,000 Baht (Payment is subject to the attendance of committee.) In 2009, the Board of Directors did not get the bonus as the 2008 performance was at a loss.
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Unit: Baht
Directors’ Compensation
Name
Nomination Risk Corporate & RemuManageAudit Governance neration Committee ment Committee Committee Committee
Total Compensation
1. Mr. Norkun
Sitthiphong
550,000
-
-
-
-
550,000
2. Mr. Apai
Chandanachulaka
480,000
-
-
240,000
-
720,000
3. Gen. Somjed
Boontanom
480,000
-
-
320,000
-
800,000
4. Mr. Ampon
Kittiampon
480,000
120,000
-
-
-
600,000
5. Mr. Chokchai
Aksaranan
480,000
-
360,000
-
-
840,000
6. Mr. Prasert
Bunsumpun
480,000
90,000
-
-
-
570,000
7. Mrs. Pannee
Sathavarodom
480,000
-
-
-
-
480,000
8. Mr. Wit
Jeraphat
480,000
-
-
-
-
480,000
9. Mr. Nakarin
Virameteekul
480,000
-
270,000
-
210,000
960,000
10. Mr. Prajya
Phinyawat
480,000
-
-
210,000
280,000
970,000
11. Mr. Witoon
Simachokedee
480,000
-
150,000
-
-
630,000
12. Pol. Gen. Sereepisut Temiyaves
350,000
30,000
-
-
-
380,000
13. Mr. Permsak
Shevawattananon
350,000
-
-
-
-
350,000
14. Mr. Tevin
Vongvanich
220,000
-
-
-
60,000
280,000
15. Mr. Pichai
Chunhavajira
240,000
-
-
-
-
240,000
16. Mr. Somphot
Kanchanaporn
130,000
60,000
60,000
-
-
250,000
17. Mr. Chitrapongse
Kwangsukstith
130,000
-
-
-
-
130,000
18. Mr. Chainoi
Puankosoom
480,000
-
-
-
-
480,000
7,250,000
300,000
840,000
770,000
550,000
9,710,000
Total Note: 1. Directors No. 16 and 17 2. Directors No. 4 and 15, 3. Directors No. 11, 12, and 13 4. Directors No. 1 and 14 5. Director No. 15
completed their terms on 7 April 2009 upon completing their terms, were re-appointed at the 2009 AGM on 7 April 2009 were appointed at the 2009 AGM on 7 April 2009 were appointed during 2009 (on January 22 and July 16), with the first appointed as Chairman of the Board on February 19 resigned from the Board on 30 June 2009
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
5.1.2 Management Team : Nine senior executives derived other benefits during the year in salaries, bonuses, accommodation, and plant service fees totaling 49,725,776 baht.
Name*
Position**
1. Mr. Chainoi
Puankosoom
President and CEO
2. Mr. Bowon
Vongsinudom
Senior Executive Vice President, Operations (since 1 February 2009)
Acting Executive Vice President, Supply Planning & Business Development
(since 1 June 2009)
3. Mr. Atikom
Executive Vice President, Corporate Strategy & Commercial
Terbsiri***
(1 January 2009 - 31 January 2009)
Executive Vice President, Supply Planning & Business Development
(1 February 2009 - 31 May 2009)
4. Mr. Kun
Executive Vice President, Operations (1 January 2009 - 31 January 2009)
Patumraj
Executive Vice President, Asset Management (since 1 February 2009)
5. Mr. Porntep
Executive Vice President, Corporate Support and acting Vice President,
Butniphant
Public Relations (1 January 2009 - 31 January 2009)
Executive Vice President, Aromatics Operations (1 February 2009 - 31 July 2009)
Executive Vice President, Refinery Operations (since 1 August 2009)
6. Mr. Vanchai
Executive Vice President, Refinery Operations (1 February 2009 - 31 July 2009)
Tadadolthip
Executive Vice President, Aromatics Operations (since 1 August 2009)
7. Mrs. Nitima
Executive Vice President, Corporate Finance and Accounting
Thepvanangkul
(1 January 2009 - 31 January 2009)
Executive Vice President, Finance and Accounting and acting Vice President-
Corporate Accounting
(1 February 2009 - 15 September 2009)
Executive Vice President, Finance and Accounting (since 16 September 2009)
8. Mr. Prachurn
Oneiam
Executive Vice President, Project Management
9. Mr. Varit
Namwong
Executive Vice President, Human Resources & Corporate Administration
(since 1 February 2009)
* Management as defined by SEC (who must disclose compensation) ** Management positions as defined by SEC in 2009 *** Currently seconded to IRPC Plc as Senior Executive Vice President, Corporate Strategy & Planning
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5.2 Other compensation PTTAR contributes 10 - 15% of the monthly salary to the Provident Fund for each management employee provided that they are entitled to such contribution when they are released from employment after at least five years of service. In addition, PTTAR issued ESOP Warrants transferred from Rayong Refinery Plc (RRC) to allocate to former directors, management and employees including PTT Plc’s
employees who worked full-time at RRC (secondees), approved by SEC on 15 October 2007 and by Joint EGM of ATC-RRC on 26 December 2007, totaling 57,999,996 units. At present (29 January 2010), employees exercised their rights to buy a total of 716,396 common stocks according to ESOP Warrants, raising the paid-up
capital of the Company from 29,636,285,220 Baht to 29,643,449,180 Baht.
Directors’ Shareholding as of 31 December 2009
Name
1. Mr. Norkun
Sitthiphong
2. Mr. Apai
Chandanachulaka
No. of PTTAR shares (shares)
Position
Chairman
-
-
-
-
-
-
% Share holding
-
-
-
-
-
-
Change (shares)
Director Vice Chairman
3. Gen. Somjed Boontanom
Director
-
30,335
473,469
0.0010
30,335
-
4. Mr. Ampon
Kittiampon
Director
-
-
473,469
-
-
-
5. Mr. Chokchai Aksaranan
Director
-
83,844
-
0.0028
83,844
-
6. Mr. Prasert
Director
-
-
473,469
-
-
-
7. Mrs. Pannee Sathavarodom
Director
-
-
473,469
-
-
-
8. Mr. Wit
Jeraphat
Director
-
-
-
-
-
-
9. Mr. Nakarin
Virameteekul
Director
-
254,502
-
0.0085
254,502
-
10. Mr. Prajya
Phinyawat
Director
-
80,111
473,469
0.0027
80,111
-
11. Mr. Witoon
Simachokedee
Director
-
-
-
-
-
-
12. Pol. Gen. Sereepisut Tameeyaves
Director
-
-
-
-
-
-
13. Mr. Permsak Shevawattananon
Director
-
76,221
-
0.0025
76,221
-
14. Mr. Tevin
Vongvanich
Director
-
-
-
-
-
-
15. Mr. Chainoi
Puankosoom
Director
-
-
473,469
-
-
-
Bunsumpun
Note: Details about directors appear under Board of Directors
ESOP Warrant (Unit)
Shares as of 31 December 2008 (shares)
Connection in PTTAR deals
473,469 units of ESOP Warrants = 0.82% of the total number of ESOP Warrants
76
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Management Shareholding as of 31 December 2009
Name*
1. Mr. Chainoi Puankosoom
Position
No. of PTTAR shares (shares)
President and CEO
-
ESOP Warrant (Unit)
1,718,749**
(2.96%)
2. Mr. Bowon
10,335
786,889
Vongsinudom
President, Operations
(1.35%)
Acting Executive
Vice President,
Supply Planning &
Business Development
3. Mr. Kun
Executive Vice President,
Patumraj
Senior Executive Vice
% Share holding
Shares as of 31 December 2008
-
-
-
0.0003
-
10,335
Change (shares)
228,664
-
0.0077
228,664
-
228,664
-
0.0077
228,664
-
46,340
559,694
0.0015
-
46,340
Aromatics Operations
(0.96%)
6. Mrs. Nitima Thepvanangkul
Executive Vice President,
-
597,307
-
-
-
Finance and Accounting
(1.02%)
7. Mr. Prachurn Oneiam
Executive Vice President,
Project Management
8. Mr. Varit
Executive Vice President,
Asset Management
4. Mr. Porntep Butniphant
Executive Vice President,
Refinery Operations
5. Mr. Vanchai Tadadolthip
Executive Vice President,
Namwong
11,885
-
0.0004
39,220
(27,335)
0.0005
-
16,000
16,000
449,572
Human Resources &
(0.77%)
Corporate Administration
Note: * Three new Executive Vice Presidents were appointed on 1 February 2009 Details about management team members appear under Senior Management ** Total ESOP Warrants of Management No. 1 = 2,192,218 units
PTTAR Plc
PTT Plc
PTT Chemical Plc PTTEP Plc
Bangchak Plc
Dhipaya Insurance Plc Thai Oil Plc
Thaioil Power Co., Ltd.
1. Mr. Norkun Sitthiphong Chairman Chairman 2. Mr. Apai Chandanachulaka Vice Chairman 3. Gen. Somjed Boontanom Director 4. Mr. Ampon Kittiampon Director Director 5. Mr. Chokchai Aksaranan Director Director 6. Mr. Prasert Bunsumpun Director Director/ Chairman Chairman Director Chairman President & CEO 7. Mrs. Pannee Sathavarodom Director 8. Mr. Wit Jeraphat Director 9. Mr. Nakarin Virameteekul Director 10. Mr. Prajya Phinyawat Director COO, Downstream Director Director Petroleum Business Group/ SEVP, Oil Business Unit
Name of Board of Directors and Senior Management
PTT ICT Solutions Co., Ltd.
Director
Director
Chairman
IRPC Plc
Chairman
PTT Phenol Co., Ltd.
PTT Utility Co., Ltd.
6. Directors and Management Who Are Concurrently Directors and Management in Parent Company, Associates, and Related Companies
77
PTTAR Plc
1. Mr. Witoon Simachokedee 1 Director 12. Pol. Gen. Sereepisut Tameeyaves Director 13. Mr. Permsak Shevawattananon Director 14. Mr. Tevin Vongvanich Director 15. Mr. Chainoi Puankosoom Director/ President & CEO 16. Mr. Bowon Vongsinudom SEVP
Name of Board of Directors and Senior Management
Director
Director
PTT Chemical Plc
Director
PTTEP Plc
Dhipaya Insurance Plc Thai Oil Plc
Thaioil Power Co., Ltd. IRPC Plc
Director
Bangchak Plc
Chairman
PTT ICT Solutions Co., Ltd. PTT Phenol Co., Ltd.
EVP, Petrochemicals and Refining Business Unit
SEVP, Director Downstream Petroleum Business Group
CFO & Acting SEVP, Corp. Strategy and Development
SEVP, Gas Business Unit
PTT Plc
Director
PTT Utility Co., Ltd.
6. Directors and Management Who Are Concurrently Directors and Management in Parent Company, Associates, and Related Companies (Continued)
78 Annual Report 2009 PTT Aromatics and Refining Public Company Limited
PTTAR Plc
PTT Plc
PTT Chemical Plc PTTEP Plc
Bangchak Plc
Dhipaya Insurance Plc Thai Oil Plc
Thaioil Power Co., Ltd. IRPC Plc
PTT ICT Solutions Co., Ltd.
Note:
Director No. 1 Director No.2 and 14 Director No. 11, 12 and 13 No. 16 and 19
was appointed on 22 January 2009 and elected Chairman on 19 February 2009 were appointed as Vice Chairman and Director on 16 July 2009 were newly appointed at the 2009 AGM on 7 April 2009 were appointed to their positions on 1 February 2009
17. Mr. Kun Patumraj EVP, Asset Management 18. Mrs. Nitima Thepvanangkul EVP, EVP, Finance & Petrochemicals Accounting and Refining Business Unit 19. Mr. Varit Namwong EVP, Human Resources & Corp. Admin.
Name of Board of Directors and Senior Management
Director
Director
PTT Phenol Co., Ltd.
Director
PTT Utility Co., Ltd.
6. Directors and Management Who Are Concurrently Directors and Management in Parent Company, Associates, and Related Companies (Continued)
79
80
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Revenue Structure Year 2009 1. Revenue generated by the Aromatics Business
Products
Sales 2008 Million Baht
1.1 Benzene 1.2 Toluene
9,847
Sales 2009 %
Million Baht
4
11,897
Proportion of 2009 Sales
Production 2009 % 5
KTA 548
Domestic
% 14
Million Baht
Export
%
6,507
4
5,389
% 9
-
-
192
0
10
-
-
192
-
1.3 Paraxylene
18,531
7
34,392
15
1,095
28
31,304
19
3,089
5
1.4 Orthoxylene
2,191
1
1,873
1
65
2
1,005
1
868
1
1.5 Mixed Xylenes
1,175
0
17
0
-
-
17
-
-
-
1.6 Cyclohexane
6,494
3
4,225
2
149
4
2,281
1
1,944
3
1.7 LPG 1.8 Light Naphtha 1.9 Raffinate 1.10 Heavy Aromatics 1.11 Condensate Residue 1.12 Heavy Naphtha
-
Million Baht
3,569
1
5,235
2
357
9
5,235
3
-
13,735
5
21,479
10
1,118
29
11,949
7
9,530
-
-
15
750
0
-
-
-
-
-
-
-
1,786
1
248
0
16
-
82
-
166
-
16,705
7
8,774
4
502
13
8,688
5
86
-
2,248
1
837
0
39
2
-
-
837
1
Total 77,031 31 89,169 40 3,898 101 67,068 41 22,101 35 Proportion of domestic sales to exported of the Aromatics Business (%)
75
25
2. Revenue Generated by the Refinery Business
Products
Sales 2008 Million Baht
Sales 2009 %
2.1 Propylene
2,282
1
2.2 LPG
5,921
2.3 Light Naphtha
7,521
Million Baht
%
% 0
0
66
2
1,407
1
1,201
3
11,488
5
5,747
32,762
13
1,710
1
648
4,578
2
8,083
4
3,433
2.6 Jet Fuel
18,241
7
17,738
8
2.7 Diesel
76,859
31
77,265
2.8 Fuel Oil
23,280
9
17,177
2,896
1
16
0
2.5 Reformate
2.9 By-products 2.10 Other revenue
Domestic
KBBL
124
2.4 Gasoline
Proportion of 2009 Sales
Production 2009
Million Baht
Export
%
Million Baht
%
124
-
-
-
2
1,407
1
-
-
11
11,467
7
1
1,710
1
-
6
41
-
8,043
13
7,274
13
13,974
9
3,764
6
34
27,242
50
61,661
38
15,604
25
8
8,808
16
3,672
2
13,505
21
161
0
182
0
161
-
-
-
23
0
-
0
23
-
21
- -
-
-
Total 174,356 69 136,131 60 54,602 100 95,195 59 40,936 65 Proportion of domestic sales to exported of the Refinery Business
70
30
Total 251,387 225,300 162,262 63,038 Proportion of domestic sales to exported (%)
72
28
81
...
Connected Transactions
1. Connected Parties with Potential Conflicts of Interest and Relationships
Company Name 1. PTT Plc 2. PTT Chemical Plc
Nature of Business Petroleum business and promotion of related businesses
Olefins petrochemical operator
Relationship
• •
48.65% major shareholder in PTTAR Nine PTT Board of Directors/ management team on PTTAR Board/ management team: Mr. Norkun Sitthiphong Mr. Ampon Kittiampon Mr. Prasert Bunsumpun Mr. Prajya Phinyawat Mr. Permsak Shevawattananon Mr. Tevin Vongvanich Mr. Pichai Chunhavajira**** Mr. Chitrapongse Kwangsukstith***** Mr. Chainoi Puankosoom • Purchases of feedstock and products between each other • Joint marine oil-spill combating service used
•
49.16% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • Five common directors: Mr. Prasert Bunsumpun Mr. Prajya Phinyawat Mr. Tevin Vongvanich Mr. Witoon Simachokedee Mr. Pichai Chunhavajira • Purchases of feedstock and products between each other
82
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Company Name 3. 4. 5. 6. 7.
Thai Tank Terminal Co., Ltd. (TTT)
Bangchak Petroleum Plc
Dhipaya Insurance Plc
Energy Complex Co., Ltd.
IRPC Plc*
Nature of Business Provider of storage and offloading of liquid chemicals, oil, and gas
Domestic oil refinery operator
Insurance
Commercial area leaser
Petrochemical operator and domestic oil refinery operator
Relationship
•
51% of the shares held by PTT Chemical Plc (PTT holds 49.16% in PTT Chemical Plc and 48.65% in PTTAR) • Provides feedstock and product storage for PTTAR
•
28.46% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • Two common directors: Mr. Tevin Vongvanich Mr. Pichai Chunhavajira • Purchases of feedstock and products between each other
•
13.33% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • One common director: Mr. Pichai Chunhavajira • Insurance policies bought by PTTAR • 50% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • PTTAR is a tenant of Energy Complex • 36.68% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • Four common directors: Mr. Norkun Sitthiphong Mr. Prasert Bunsumpun Mr. Prajya Phinyawat Mr. Pichai Chunhavajira • Purchases of feedstock and products between each other
83
Company Name 8. 9. 10. 11.
Star Petroleum Refining Co., Ltd. (SPRC)**
Alliance Refining Co., Ltd. (ARC)***
Chevron U.S.A. Inc. (Singapore)/ Chevron Singapore Pte. Ltd.
Thai Oil Plc (TOP)
Nature of Business
Relationship
Oil refinery operator • 36% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • SPRC holds 50% in ARC, as does PTTAR • Operating Alliance Agreement (OAA) in effect • Purchases of feedstock and products between each other Operator of Rayong Refinery • 50% of the shares each held by SPRC and Star Petroleum Refining and the Company, and 36% of SPRC Co., Ltd. (SPRC) shares are held by PTT, which holds 48.65% in PTTAR • Operating Alliance Agreement (OAA) was in effect between PTTAR and SPRC Refined oil product trader • Joint shareholder in SPRC, 36% of whose shares are held by PTT, which holds 48.65% in PTTAR • SPRC and PTTAR had 50% shares each in ARC • Purchases of refined products between each other Oil refinery operator for • 49.10% of the shares held by PTT, which domestic sale and export is PTTAR’s major shareholder at 48.65% • Three common directors: Mr. Prasert Bunsumpun Mr. Prajya Phinyawat Mr. Pichai Chunhavajira • Mr. Prasert Bunsumpun is the Chairman of the Board of Directors of Thaioil Power Co., Ltd., a company in which TOP holds 55% of the shares • Purchases of refined products between each other
84
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Company Name 12. 13. 14. 15. 16. 17.
PTT International Trading Pte
HMC Polymers Co., Ltd.
PTT Maintenance and Engineering Co., Ltd.
PTT Phenol Co., Ltd. (PPCL)
PTT Utility Co., Ltd. (PTTUT)
PTT ICT Solutions Co., Ltd. (PTT ICT)
Nature of Business Refined oil product trader Producer and distributor of plastic polymers Industrial maintenance and engineering service provider Producer and seller of phenol and acetone Producer and seller of public utilities Information technology service provider
Relationship
•
Wholly owned by PTT, which is PTTAR’s major shareholder at 48.65% • Refined-product exporter of PTTAR • 41.44% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • Mr. Prajya Phinyawat, a PTTAR director, is the Chairman of the Board of Directors of HMC Polymers • Sale of semi-finished petroleum products • 40% of the shares held by PTT, which is PTTAR’s major shareholder at 48.65% • An industrial maintenance service contract between each other • An associated company in which PTTAR holds 30% of the shares • Four common directors/management: Mr. Prajya Phinyawat Mr. Chainoi Puankosoom Mr. Kun Patumraj Mrs. Nitima Thepvanangkul • Purchases of feedstock and products between each other • An associated company in which PTTAR holds 20% of the shares • Two directors are PTTAR management: Mr. Bowon Vongsinudom Mr. Varit Namwong • Seller of public utilities to PTTAR for Aromatics Complex II • An associated company in which PTTAR holds 20% of the shares • Mr. Tevin Vongvanich, a PTTAR director, is the Chairman of the Board of Directors of PTT ICT • Provides information technology and communication services to PTTAR
85
Company Name 18. Business Services Alliances Co., Ltd.
Nature of Business Employment and contractor labor service provider
Remarks * ** *** **** *****
Relationship
•
25% of the shares are held by PTT, which is PTTAR’s major shareholder at 48.65%
•
25% of the shares held by PTTAR
Thai Petrochemical Industry Plc registered its name change to IRPC Plc at the Ministry of Commerce on 31 October 2006. PTTAR terminated its Operating Alliance Agreement (OAA) with SPRC only for its refinery business on 8 February 2009. This termination was effective on 1 February 2009, terminating ARC business. Alliance Refining Co., Ltd. (ARC), registered its business dissolution at the Ministry of Commerce on 18 February 2009. Currently, it is in the process of liquidation of accounts. Performed his duty as PTTAR director until 30 June 2009. Performed his duty as PTTAR director until 7 April 2009.
2. Information on Connected Transactions with Related Parties For the years ended 31 December 2009 and 31
price would be market-based, a common petroleum- petrochemical industry practice.
PTTAR is obliged by a gas sales agreement with
December 2008, details of connected transactions of
PTT for its production processes, as well as petroleum
PTTAR and related companies appear in the notes to
product agreements, and those for crude oil and other
financial statements, under item 4.
materials, under regular business pricing and with other terms and conditions acceptable to market and business
2.1 Justification and Rationale for Connected
practices, as well as an agreement for joint marine oil-spill
Transactions
combating service as part of PTT Group with Oil Spill
1. PTTAR and PTT Plc
Response Co., Ltd. (OSR), under which PTTAR pays an
annual fee at a contractual rate.
PTTAR signed a condensate purchase agree-
ment and a petrochemical sales agreement with PTT, its major shareholder, because it had been set up under the Petrochemical Industry Development Project to make use of the natural resources found in the Gulf of Thailand, mainly condensate (a by-product of natural gas production). PTT sells condensate to PTTAR for use as the main aromatics feedstock under a long-term agreement (to 2016). Both parties decided that the feedstock
2. PTTAR and PTT Chemical Plc
As one company’s by-products can serve as the
other’s feedstock, the two concluded an agreement for by-product exchange to add value to their by-products. Besides, proximity between the two, with a product pipeline system joining them, allowed cost reduction for product transport.
86
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
3. PTTAR and Thai Tank Terminal Co., Ltd. (TTT)
additional feedstock for its aromatics complex, where
Since TTT provides expert jetty and tank-farm
toluene was converted into benzene and paraxylene of
services near PTTAR, the use of TTT’s services reduced its
higher value. In addition, PTTAR has a light-naphtha sales
business expenses for construction and for providing
agreement with IRPC for use of the feedstock to raise its
storage services for feedstock import and product export.
flexibility in product selling under regular business pricing
4. PTTAR and Bangchak Petroleum Plc
Product sales between the two served mutual
and with other terms and conditions acceptable to market and business practices.
interests, adding value to related products under normal pricing practices based on market prices, under regular business pricing and with other terms and conditions acceptable to market and business practices. 5. PTTAR and Dhipaya Insurance Plc
To guard against business risks to plant
properties and against business interruption, PTTAR joined PTT under the same insurance packages provided by Dhipaya, thus lowering its insurance premium. 6. PTTAR and Energy Complex Co., Ltd.
PTTAR rented Floor 14 of the Energy Complex
Center office building from Energy Complex Co., Ltd., for coordination convenience and agility, as this location is in the same vicinity as PTT Head Office, the head offices of other PTT Group companies, and the Ministry of Energy. This benefits its own business and sustains business expansion.
8. PTTAR and Star Petroleum Refining Co., Ltd.
(SPRC)
The Company and SPRC had been under OAA
since 1999 to jointly manage the operation of the refineries of SPRC and Rayong Refinery through ARC, set up for the purpose. The two companies each held 50% of the shares in ARC.
By selling heavy aromatics, PTTAR’s by-
products, to SPRC for use in producing or enhancing fuel qualities (or both), with great flexibility for volumes and sales periods, PTTAR mitigates its own marketing risks. To illustrate, first, domestic consumption of both products was still limited and, second, PTTAR’s storage tanks were relatively small. Besides, PTTAR bought reformate feedstock from ARC for greater feedstock flexibility and lower risks. Proximity between the two, with a pipeline joining them, enabled cost reduction for product transport.
PTTAR ended the Operating Alliance Agreement
7. PTTAR and IRPC Plc
(OAA) with SPRC on 8 February 2006, effective from 1
After PTTAR had launched its product value
February 2009. However, it continues to use the single-
addition project, it bought toluene from IRPC for use as
point mooring (SPM) crude-oil receiving facilities, the
87
refined-product transport system linking to Thappline’s
12. PTTAR and PTT International Pte
pipeline transport system, LPG jetty, and sulfur pelletizer
PTTAR sold refined products for export by PTTI
jointly with SPRC. In addition, PTTAR and SPRC reached a
under regular business pricing and with other terms and
preliminary agreement to exchange intermediate products
conditions acceptable to market and business practices.
for joint benefits, but this agreement is not legally binding.
13. PTTAR and HMC Polymers Co., Ltd. (HMC)
Incidentally, the two also signed a memorandum of understanding about pipe racks in on the compound of SPRC’s refinery. 9. PTTAR and Alliance Refining Co., Ltd. (ARC)
from 1999. OAA has been terminated, effective from 1 February 2009. ARC filed for business dissolution with the Ministry of Commerce on 18 February 2009 and is in the process of liquidation of accounts. 10. PTTAR and Chevron Group of Companies PTTAR sells refined products to the Group,
which has 64% of the shares in SPRC. Sales are based on normal business and market practices, with common market terms and conditions and conducted at arm’s length. 11. PTTAR and Thai Oil Plc (TOP)
Because SPRC could not begin production as
scheduled in the 2008 annual turnaround, PTTAR bought refined products from TOP for sale to its customers for the monthly volume agreed in advance. The transaction was conducted at arm’s length, based on market prices; other terms and conditions were common market and business practices.
PTTAR sold semi-finished petroleum products
to HMC for use as feedstock for polymer processing under regular business pricing and with other terms and conditions acceptable to market and business practices.
PTTAR and SPRC had signed the OAA and
assigned ARC to manage its refinery business, effective
14. PTTAR and PTT Maintenance and Engineering
Co., Ltd. (PTTME)
PTTAR had an equipment maintenance service
contract with PTTME under regular business pricing and with other terms and conditions acceptable to market and business practices. 15. PTTAR and PTT Phenol Co., Ltd. (PPCL)
PTTAR had a benzene supply agreement with
PPCL for the latter’s use in producing phenol and acetone under regular business pricing and with other terms and conditions acceptable to market and business practices. 16. PTTAR and PTT Utility Co., Ltd. (PTTUT)
PTTUT and PTTAR entered into an agreement
for PTTUT to supply public utilities for its processes at the Aromatics Complex II, as this would reduce PTTAR’s construction capital associated with petrochemical production.
88
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
17. PTTAR and PTT ICT Solutions Co., Ltd.
authorities, and authority levels of executives in the Manual
(PTT ICT)
of Delegated Authorities (MODA). All transactions must
PTTAR entered into an agreement for PTT ICT,
reflect prevailing market conditions. Openly conducted in
which provided information technology and communication
the best interests of PTTAR, such stipulation is common
services. This company actually provides IT services to all
practice in the petroleum and petrochemical industries,
companies under PTT Group. PTTAR is to derive benefits
and these transactions are open to scrutiny.
on asset management, services, capability building, and
PTTAR also commands sound internal controls and
efficiency investment improvement on the ICT front, apart
internal audit together with regular reports of the Audit
from developing business information linkage within the
Committee submitted to the Board of Directors for
Group to foster efficiency and supply chains, thus leading
approval or information.
to business collaboration and greater competitive potential,
It publicly discloses connected transactions with
as well as a foundation for synergistic support in other
parties with potential conflicts of interest under the criteria
areas with other PTT Group companies.
and procedure defined for listed companies as announced
18. PTTAR and Business Services Alliance
Co., Ltd. (BSA) PTTAR is a joint shareholder with PTT Plc and
by SET, which has constantly been observed. 2.3 Policy for Future Connected Transactions
associated companies in BSA. It bought preferred shares
Future connected transactions will again be
of BSA, which serves as an alternative for labor and
conducted in the course of normal business practice
contract labor recruitment, as BSA is engaged in such
without exception or transfer of benefits between PTTAR,
services to PTT Group.
associated companies, related companies, and
shareholders. The policy on product purchases between
2.2 Procedure and Policy for Approval of Connected
the Company and related companies will likewise rely on
Transactions
market prices and will be conducted on an arm’s length
Observing business integrity, transparency, and
basis. Feedstock prices will also conform to agreements
fairness, PTTAR treats external parties equitably in reaching
based on market prices, as was done in the past. Finally,
agreements or business commitments with them, as well
PTTAR will disclose the types and values of connected
as conducting transactions with parties with potential
transactions with parties as required by the Office of
conflicts of interest. In its regulations, PTTAR has stipulated
Securities and Exchange Commission and the Stock
for different cases the related procedures, approval
Exchange of Thailand.
89
Organization Structure
Board of Directors
Nomination and Remuneration Committee
Risk Management Committee
Corporate Governance Committee
President & CEO
Audit Committee
Internal Audit
Office of CEO & Corporate Secretary EVP-Project Management
Quality, Safety, Health & Environment
Project Directors
Corporate Strategy
SEVP- Operations
EVP-Supply Planning & Business Development
EVP-Finance & Accounting
Treasury
Corporate Accounting Financial Planning and Management Information
Supply & Planning Commercial
Business Development
EVP-Human Resources & Corporate Administration Human Resources Public & Government Affairs Procurement
EVP-Asset Management Reliability & Engineering Maintenance Technology Turnaround
EVP-Aromatics Operations Aromatics 1 Operations Aromatics 2 Operations
EVP-Refinery Operations Refinery Operations Movement & Dispatching Operations
90
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Board of Directors
01
02
Dr. Norkun Sitthiphong
Mr. Apai Chandanachulaka
Chairman
03
Vice Chairman, Independent Director and Corporate Governance Committee
Independent Director and Chairman of Corporate Governance Committee
05
04
91
General Somjed Boontanom
Dr. Ampon Kittiampon
Dr. Chokchai Aksaranan
Director and Chairman of Nomination and Remuneration Committee
Independent Director and Chairman of Audit Committee
01
02
08
Director and Nomination and Remuneration Committee (Authorized Director)
Director
Independent Director
Mr. Nakarin Virameteekul Independent Director, Audit Committee and Risk Management Committee
08
09
11
12
13
Independent Director
Independent Director and Nomination and Remuneration Committee
Director
Dr. Witoon Simachokedee
14
Mr. Tevin Vongvanich Director and Risk Management Committee
Pol. Gen. Sereepisut Tameeyaves
05
07
09
07
04
06
Mr. Prasert Bunsumpun
06
03
Mrs. Pannee Sathavarodom
Dr. Wit Jeraphat
10
Mr. Prajya Phinyawat Director, Chairman of Risk Management Committee and Corporate Governance Committee (Authorized Director)
10
Mr. Permsak Shevawattananon
15
Mr. Chainoi Puankosoom Director, President & CEO, Secretary to the Board of Directors (Authorized Director)
11
12
13
14
15
92
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
01 Dr. Norkun Sitthiphong Chairman Age: 56 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • B.Eng. (Mechanical Engineering), Chulalongkorn University • M.S. (Mechanical Engineering), Oregon State University, USA • Ph.D. (Mechanical Engineering), Oregon State University, USA
Work Experience • Dean of Faculty of Engineering, Chiang Mai University • Vice President for Research Affairs, Chiang Mai University • Vice President for Academic Affairs, Chiang Mai University Present Positions • Deputy Permanent Secretary, Ministry of Energy • Chairman, PTT Public Co., Ltd. • Chairman, IRPC Public Co., Ltd. • Director, Nuclear Power Program Development Office
• •
National Defense Course, Class 47, National Defense College Capital Market Academy Leadership Program, Class 4, Capital Market Academy • The Role of Chairman (RCP) 21/2009, Thai Institute of Directors Association (IOD)
02 Mr. Apai Chandanachulaka Vice Chairman, Independent Director and Corporate Governance Committee Age: 66 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • Bachelor of Arts in Political Science (the Second Class Hons.), Thammasat University • Master of Arts in Political Science, Thammasat University • National Defense Course (1990), Class 33, National Defense College • Ph.D. in Liberal Art (Honorary), Pibulsongkram Rajabhat University • Ph.D. in Law (Honorary), Ramkhamhaeng University • Director Accreditation Program (DAP) 77/2009, Thai Institute of Directors Association (IOD)
Work Experience • Saraburi Governor, Phitsanulok Governor • Director-General of the Community Development Department, Department of Corrections, Department of Provincial Administration • Permanent Secretary, Ministry of Labor • Permanent Secretary, Ministry of Social Development and Human Security • Judge of the Constitutional Court • Minister of Labor Present Position • Retired Government Official
93
03 General Somjed Boontanom Independent Director and Chairman of Corporate Governance Committee Age: 61 PTTAR Shareholding by Director: 30,335 shares or 0.0010% PTTAR Shareholding by related person: None Education/Training • B.S., Chulachomklao Royal Military Academy • M.A., Army Command and General Staff College • Director Accreditation Program (DAP) 62/2007,
Director Certification Program (DCP) 91/2007 and Finance for Non-Finance Director (FND) 35/2007, Thai Institute of Directors Association (IOD) • Capital Market Academy Leadership Program, Class 6, Capital Market Academy
Work Experience • Staff Officer for Supreme Command Headquarters Commander Director-General, Office of Special Development, • Commanding General of Armed Forces Development Command International Security and Project Management, • Extent 100 Acre (King Naresuan Memorial, Phra Nakhon Si Ayutthaya Province) • Deputy Commanding General of Armed Forces Development Command, Ministry of Defense Director-General, Office of Budget of Defense, •
Ministry of Defense • Chairman of Advisor, Ministry of Defense, Kingdom of Thailand Present Position • Retired Military Official
04 Dr. Ampon Kittiampon Director and Chairman of Nomination and Remuneration Committee Age: 54 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • Bachelor of Arts, Kasetsart University • M.S. Economics, Northeastern University, Boston, USA • Ph.D. Applied Economics, Clemson University, South Carolina, USA • National Defense Course, Class 45, National Defense College • Director Certification Program (DCP) 80/2006, Thai Institute of Directors Association (IOD)
Work Experience • Deputy Permanent Secretary, Ministry of Agriculture and Cooperatives (MOAC) • Director-General, The National Bureau of Agricultural Commodity and Food Standards (ACFS) • Member of the National Legislative Assembly Present Positions • Secretary General, National Economic and Social Development Board • Board of the Bank of Thailand • Monetary Policy Committee • Council of State • Director, Board of Investment • Director, PTT Public Co., Ltd. • Board of Trustee of Kasetsart University
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
05 Dr. Chokchai Aksaranan Independent Director and Chairman of Audit Committee Age: 67 PTTAR Shareholding by Director: 83,844 shares or 0.0028% PTTAR Shareholding by related person: None Education/Training • B.Sc. (Hon.) in Chemical Engineering, Chulalongkorn University • M.Sc. E & Ph.D. in Chemical Engineering, University of New Brunswick, Canada • Honorary Doctorate Degree in Science,
University of New Brunswick, Canada Diploma, National Defense Course for the Joint State-Private Sector, Class 1, National Defense College • The Role of Chairman Program (RCP) 11/2005, Director Accreditation Program (DAP) 50/2006, Understanding the Financial Statement (UFS) 3/2005, Audit Committee Program (ACP) 22/2008 and DCP Refresher Course 1/2008, Thai Institute of Directors Association (IOD)
•
Work Experience • Chairman, Bangkok Commercial Asset Management Co., Ltd. • Director, Thai Olefins Public Co., Ltd. • Director and Audit Committee Chairman, The Aromatics (Thailand) Public Co., Ltd. • Director and Audit Committee, Asset Management Company Present Positions • Chairman of Executive Board, Siam City Bank Public Co., Ltd. • Chairman, Saha Patana Interholding Public Co., Ltd. • Chairman of Executive Board, Vinythai Public Co., Ltd. • Director and Chairman of Audit Committee, PTT Exploration and Production Public Co., Ltd. • Chairman, Thai Ethoxylate Co., Ltd.
06 Mr. Prasert Bunsumpun Director and Nomination and Remuneration Committee (Authorized Director) Age: 57 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • B.E. (Civil Engineering), Chulalongkorn University • MBA, Utah State University, USA
• • •
• •
• •
•
Honorary Doctoral in Engineering, Chulalongkorn University Honorary Doctoral in Management, National Institute of Development Administration (NIDA) Honorary Doctoral in Management Science, Phetchaburi Rajabhat University Diploma, National Defense Course for the Joint State-Private Sector, The National Defense College, Class 10 Certificate in Advanced Management Program, Harvard Business School, USA Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 6, King Prajadhipok’s Institute Director Accreditation Program (DAP), Class 26/2004, Thai Institute of Directors Association (IOD) Capital Market Academy Leadership Program, Class 3, Capital Market Academy
Work Experience • Deputy President, Marketing, Downstream Oil Business, Petroleum Authority of Thailand President, PTT Oil, Petroleum Authority of Thailand • (Deputy Governor Level) • President, PTT Gas, Petroleum Authority of Thailand (Deputy Governor Level) • Senior Executive Vice President, Gas Business Group, PTT Public Company Limited Present Positions • Director and President and CEO, PTT Public Co., Ltd. • Chairman, PTT Exploration and Production Public Co., Ltd. • Director, Thai Oil Public Co., Ltd. • Director, PTT Chemical Public Co., Ltd. • Director, IRPC Public Co., Ltd. • Chairman, Community Enterprise Research and Development Institute
95
07 Mrs. Pannee Sathavarodom Director Age: 61 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • B.A. (Econ) in Honors, Thammasat University • M.A. (Econ), Thammasat University • Certificate of Bond Market (1996): Fixed Interim Analysis, Economic Development Institute of The World Bank
Work Experience • Senior Expert for Finance and Tax Acting Director-General, Public Debt Management Office • Deputy Director-General, Fiscal Policy Office • Deputy Director-General, Fiscal Policy Office and Director-General, Public Debt Management Office • Director-General, Public Debt Management Office • Director-General, Fiscal Policy Office Present Position • Retired Government Official
• •
National Defense Course, Class 44, National Defense College Certificate of Advance Executive Program 2004, Kellogg School of Management, Northwestern University, USA • Director Accreditation Program (DAP) 42/2005, Finance for Non-finance Director (FND) 22/2005 and Director Certification Program (DCP) 72/2006 Thai Institute of Directors Association (IOD) • Capital Market Academy Leadership Program, Class 5, Capital Market Academy
08 Dr. Wit Jeraphat Independent Director Age: 58 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • LL.B.(Hon.), Chulalongkorn University • Barrister-At-Law • LL.M., Chulalongkorn University
• • • • •
•
•
Doctor of Laws, Thammasat University (Excellent Thesis Reward from The National Research Council of Thailand, 2008) National Defense Course, Class 35, National Defense College Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 1, King Prajadhipok’s Institute High Certificate In Judicial Processes for Senior Executive, Office of the Judiciary, Class 9 High Certificate In Judicial Work for Senior Executive, Office of the Attorney General, Class 4 Director Accreditation Program (DAP) 75/2008, Thai Institute of Directors Association (IOD) Capital Market Academy Leadership Program, Class 7, Capital Market Academy
Work Experience • Director-General, Department of Appellate Court Litigation, Region 3 • Director-General, Department of Bankruptcy Litigation • Director-General, Department of Peoples’ Rights Protection and Legal Aid Present Positions • Director-General, Department of Technical Affairs • Board of the National Research Council of Thailand, Law Field • Board of Scrutinizing Nationality
96
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
09 Mr. Nakarin Virameteekul Independent Director, Audit Committee and Risk Management Committee Age: 45 PTTAR Shareholding by Director: 228,664 shares PTTAR Shareholding by related person: 25,838 shares PTTAR Shareholding: 254,502 shares or 0.0085% Education/Training • B.Eng. in Chemical Engineering, Chulalongkorn University • M.S. in Chemical Engineering, University of New Hamshire, USA • Director Certification Program (DCP) 22/2002, DCP Refresher Course 5/2007, Audit Committee Program (ACP) 22/2008 and Financial Statements for Directors (FSD) 4/2009, Thai Institute of Directors Association (IOD)
Work Experience • Director and Audit Committee, The Aromatics (Thailand) Public Co., Ltd. • Director, Business Development Bank, The People’s Republic of China • Board Member, Metropolitan Electricity Authority • Director, Thailand-China Business Council • Member of Sripatum University Council Present Positions • Independent Director and Audit Committee, Thanachart Securities Public Co., Ltd.
• • •
Managing Director, M.Thai Group Ltd. Deputy Managing Director, All Seasons Property Co., Ltd. Director, Siam Bangna Land Co., Ltd.
10 Mr. Prajya Phinyawat Director, Chairman of Risk Management Committee and Corporate Governance Committee (Authorized Director) Age: 58 PTTAR Shareholding by Director: 54,273 shares PTTAR Shareholding by related person: 25,838 shares PTTAR Shareholding: 80,111 Shares or 0.0027% Education/Training • B.E. (Civil Engineering), Chulalongkorn University • M.S. (Civil Engineering), Stanford University, USA • Ph.D. (Civil Engineering), University of Texas at Austin, USA • Diploma, National Defense Course for the Joint State-Private Sector, The National Defense College Director Certification Program (DCP), Class 14/2002, • Thai Institute of Directors Association (IOD) • Capital Market Academy Leadership Program, Class 7, Capital Market Academy
Work Experience • President, Natural Gas Business, Petroleum Authority of Thailand • President, PTT Exploration and Production Public Co., Ltd. • Deputy Governor, Corporate Plan and Development, Petroleum Authority of Thailand (PTT) • Deputy Governor, Corporate Strategy and Development, Petroleum Authority of Thailand (PTT) Senior Executive Vice President, Corporate Strategy and • Development, PTT Public Co., Ltd. • Senior Executive Vice President, Corporate Support, PTT Public Co., Ltd. • Senior Executive Vice President, Petrochemicals & Refining Business Group, PTT Public Co., Ltd. Present Positions • Chief Operating Officer, Downstream Petroleum Business Group and Senior Executive Vice President, Oil Business Unit, PTT Public Co., Ltd. • Director, Thai Oil Public Co., Ltd. • Director, IRPC Public Co., Ltd. • Director, PTT Chemical Public Co., Ltd. • Chairman, PTT Phenol Co., Ltd. • Chairman, HMC Polymers Co., Ltd.
97
11 Dr. Witoon Simachokedee Independent Director Age: 55 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • B.Eng (Electrical Engineering), Kasetsart University • L.L.B., Thammasat University • M.B.A., Thammasat University • Ph.D in Public Administration (Public and Private Management), Ramkhamhaeng University • Diploma, National Defense Course for The Joint State-Private Sector, Class 46, National Defense College • Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 11, King Prajadhipok’s Institute • Capital Market Academy Leadership Program, Class 7, Capital Market Academy • Director Certification Program (DCP) 115/2009 and Financial Statements for Directors 4/2009, Thai Institute of Directors Association (IOD)
Work Experience • Deputy Director-General, Department of Primary Industries and Mines, Ministry of Industry • Deputy Director-General, Department of Industrial Works, Ministry of Industry • Director-General, The Bangkok City Project, Ministry of Industry • Inspector-General, Ministry of Industry • Deputy Permanent Secretary, Ministry of Industry • Director-General, Department of Primary Industries and Mines, Ministry of Industry • Director-General, Department of Industrial Works, Ministry of Industry Present Positions • Permanent Secretary, Ministry of Industry • Director, PTT Chemical Public Co., Ltd. • Chairman, Thai Oleochemicals Co., Ltd. • Director, The Electricity Generating Authority of Thailand • Director, Ratchaburi Electricity Generating Holding Public Company Limited • Director, ACT Mobile Co., Ltd. • Chairman, Thai Fatty Alcohols Co., Ltd.
12 Pol. Gen. Sereepisut Tameeyaves
•
Independent Director and Nomination and Remuneration Committee Age: 61 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • Armed Forces Academic Preparatory School, Class 8 • Police Cadet Academy, Class 24 • Inspector and Commander, Class 13 • Institute of Police Administration, Class 8 • Master Degree of Arts (Honorary Degree) Political Science, Ramkhamhaeng University • Top Management Program Course 1 (Class 10) and Course 2 (Class 15), Civil Service Training Institute • Doctorate (Honorary Degree) Political Science, Ramkhamhaeng University • National Defense Course, Class 38, National Defense College • Doctorate (Honorary Degree) Public Administration, Ubon Ratchathani University
Capital Market Academy Leadership Program, Class 9, Capital Market Academy Director Accreditation Program (DAP) Class 60/2006 and • Role of the Compensation Committee (RCC) Class 9/2009, Thai Institute of Directors Association (IOD) Work Experience • Commander, Crime Suppression Division • Commander in Chief, Central Investigation Bureau • Assistant Director-General, Thailand National Police Department Assistant National Police Commander • National Police Inspector-General • Acting National Police Commander • National Police Commander • • Member of Council of National Security Present Position • Retired Police Official
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
13 Mr. Permsak Shevawattananon Director Age: 59 PTTAR Shareholding by Director: 76,221 shares or 0.0025% PTTAR Shareholding by related person: None Education/Training • B.Eng. Mechanical Engineering, University of Santo Tomas Manila, Philippines • Cert., ASEAN Executive Program (AEP), GE Management Development Institute • Cert., Senior Executive Program (SEP), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Director Certification Program (DCP) Class 52/2004, Thai Institute of Directors Association (IOD)
Work Experience • Vice President, Gas Plant Department, Petroleum Authority of Thailand • Senior Vice President, Gas Processing Plant, Gas Business Group, Petroleum Authority of Thailand • Executive Vice President, Natural Gas Processing, Gas Business Group, Petroleum Authority of Thailand • President & Chief Executive Officer, Trans Thai - Malaysia (Thailand) Public Co., Ltd. • Senior Executive Vice President, The Aromatics (Thailand) Public Co., Ltd. • President, The Aromatics (Thailand) Public Co., Ltd. • Chief Executive Officer and Director, PTT Aromatics and Refining Public Co., Ltd. Present Position • Senior Executive Vice President, Gas Business Unit, PTT Public Co., Ltd.
14 Mr. Tevin Vongvanich Director and Risk Management Committee Age: 51 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • B.Eng. (Chemical Eng.) - 1st Honors, Chulalongkorn University • M.S. (Petroleum Eng.), University of Houston, USA • M.S. (Chemical Eng.), Rice University, USA • Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 10, King Prajadhipok’s Institute • Program for Global Leadership (PGL), Harvard Business School, USA • Senior Executive Program (S.E.P. 7), SASIN/Kellogg/Wharton • Director Certification Program (DCP) Class 21/2002 and Financial Statements for Directors (FSD) Class 6/2009, Thai Institute of Directors Association (IOD) • Capital Market Academy Leadership Program, Class 6, Capital Market Academy
Work Experience • Senior Vice President, Regional Assets Division, PTT Exploration and Production Public Company Limited • Executive Vice President, Corporate Business Development, PTT Public Company Limited Executive Vice President, Acting Senior Executive Vice • President, Corporate Strategy & Development, PTT Public Company Limited • Senior Executive Vice President, Corporate Strategy & Development, PTT Public Company Limited Present Positions • Chief Financial Officer and Acting Senior Executive Vice President, Corporate Strategy & Development, PTT Public Company Limited • Director, PTT Chemical Public Company Limited • Director, Bangchak Petroleum Public Company Limited • Director, PTT Exploration and Production Public Co., Ltd. • Director, Bangkok Aviation Fuel Services Public Co., Ltd. • Director, PTT International Limited • Chairman, PTT ICT Solutions Company Limited
99
15 Mr. Chainoi Puankosoom Director, President & CEO, Secretary to the Board of Directors (Authorized Director) Age: 59 PTTAR Shareholding by Director: None PTTAR Shareholding by related person: None Education/Training • Bachelor Degree in Higher Accounting, California College of Commerce, USA • Master of Management (MM), Sasin Graduate Institute of Business Administration, Chulalongkorn University • Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 6, King Prajadhipok’s Institute • Director Accreditation Program (DAP) 63/2007, Thai Institute of Directors Association (IOD) • Capital Market Academy Leader Program, Class 9, Capital Market Academy
Work Experience • Deputy Managing Director-Finance, Thai Oil Public Co., Ltd. • Managing Director, Independent Power (Thailand) Co., Ltd. • Executive Vice President, Petrochemicals and Refining Business Group, PTT Public Co., Ltd. • President, Rayong Refinery Public Co., Ltd. • President, PTT Aromatics and Refining Public Co., Ltd. • Director, PTT Utility Co., Ltd. Present Positions • President & CEO, Secretary to the Board of Directors, PTT Aromatics & Refining Public Co., Ltd. • Senior Executive Vice President, Downstream Petroleum Business Group, PTT Public Co., Ltd. • Chairman, Petroleum Refining Industry Club, The Federation of Thai Industries • Director, PTT Phenol Co., Ltd. • Member of the Council of Trustees, Petroleum Institute of Thailand
Directors who retired and resigned during the year 2009
01
02
Mr. Somphot Kanchanaporn
Dr. Chitrapongse Kwangsukstith
Director and Audit Committee (27 December 2007 - 7 April 2009)
Director (10 April 2008 - 7 April 2009)
03 Mr. Pichai Chunhavajira Director and Risk Management Committee (27 December 2007 - 30 June 2009)
100
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Senior Management
01
02
03
President & CEO (1 October 2008 - Present)
Executive Vice President- Project Management (10 January 2008 - Present)
Project Director-MP/A (1 February 2009 - Present)
Mr. Chainoi Puankosoom
Mr. Prachurn Oneiam
Mr. Khomson Piyawattanaviroj
04
Mr. Manop Saeng-Ngern Project Director-MP/B (1 February 2009 - Present)
01
02
03
04
01
02
03
Vice President-Office of CEO & Corporate Secretary (1 February 2009 - Present)
Vice President-Quality, Safety, Health and Environment (1 February 2009 - Present)
Vice President-Corporate Strategy (10 January 2008 - Present)
Mrs. Puangchao Nakanart
Mr. Sakesiri Piyavej
Miss Duangkamol Settanung
04
Miss Araya Buruskarn Vice President-Internal Audit (1 January 2010 - Present)
01
02
03
04
101
01
02
03
Executive Vice President-Finance and Accounting (1 February 2009 - Present)
Vice President-Treasury (16 September 2009 - Present)
Vice President-Corporate Accounting (16 September 2009 - Present)
Mrs. Nitima Thepvanangkul
Mrs. Natchalee Phadungsidh
Mrs. Siriluck Phonorthong
04
Mr. Somboon Setsuntipong Vice President-Financial Planning and Management Information (16 September 2009 - Present)
01
02
03
04
01
02
03
Senior Executive Vice President-Operations, Acting Executive Vice President-Supply Planning & Business Development (1 June 2009 - Present)
Vice President-Supply and Planning (1 February 2009 - Present)
Vice President-Commercial (1 February 2009 - Present)
Mr. Bowon Vongsinudom
Mr. Siridech Kumvongdee
Mr. Saroj Putthathammawong
04
Mr. Dumrong Pinpuvadol Vice President-Business Development (10 January 2008 - Present)
01
02
03
04
102
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
01
02
03
Executive Vice President- Human Resources & Corporate Administration (1 February 2009 - Present)
Vice President-Human Resources (1 January 2010 - Present)
Vice President-Public & Government Affairs (1 February 2009 - Present)
Mr. Varit Namwong
Mr. Paupan Srirongmuang
Miss Brinda Klasnimi
04
Mr. Surapong Harn-amorn Vice President-Procurement (1 January 2010 - Present)
01
02
03
04
01
02
03
Executive Vice President- Asset Management (1 February 2009 - Present)
Vice President-Reliability & Engineering (1 February 2009 - Present)
Vice President-Maintenance (1 January 2010 - Present)
Mr. Kun Patumraj
Mr. Suwat Suratchaikarn
04
05
Vice President-Technology (10 January 2008 - Present)
Turnaround Director (1 January 2010 - Present)
Mrs. Jeeranee Pimthanothai
01
02
Mr. Anutin Chuarypen
03
Mr. Sopon Siriratchatapong
04
05
103
01
02
03
Senior Executive Vice PresidentOperations, Acting Executive Vice President-Supply Planning & Business Development (1 June 2009 - Present)
Executive Vice President-Aromatics Operations (1 August 2009 - Present)
Vice President-Aromatics 1 Operations (1 January 2010 - Present)
Mr. Bowon Vongsinudom
Mr. Vanchai Tadadoltip
Mr. Supasit Tongsupachok
04
Mr. Sawat Trongdilokrat Vice President-Aromatics 2 Operations (1 January 2010 - Present)
01
02
03
04
05
06
07
Executive Vice President-Refinery Operations (1 August 2009 - Present)
Vice President-Refinery Operations (1 February 2009 - Present)
Vice President-Movement and Dispatching Operations (1 January 2010 - Present)
Mr. Porntep Butniphant
Mr. Ratchada Sawasdirak
05
06
Mr. Suthap Grinchan
07
104
Mr. Chainoi Puankosoom
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
President & CEO (10 January 2008 - Present) Education • Bachelor Degree in Higher Accounting, California College of Commerce, USA • Master of Management (MM), Sasin Graduate Institute of Business Administration, Chulalongkorn University • Diploma in Politics and Governance in Democratic Systems for Executives Course, Class 6, King Prajadhipok’s Institute • Director Accreditation Program (DAP) 63/2007, Thai Institute of Directors Association (IOD) • Capital Market Academy Leader Program, Class 99,
Former Positions • Deputy Managing Director-Finance, Thai Oil Public Co., Ltd. • Managing Director, Independent Power (Thailand) Co., Ltd. • Executive Vice President, Petrochemicals and Refining Business Group, PTT Public Co., Ltd. • President, Rayong Refinery Public Co., Ltd. • President, PTT Aromatics and Refining Public Co., Ltd. • Director, PTT Utility Co., Ltd. Present • President & CEO, Secretary to the Board of Directors, PTT Aromatics & Refining Public Co., Ltd. • Senior Executive Vice President, Downstream Petroleum Business Group, PTT Public Co., Ltd.
Capital Market Academy
Mr. Bowon Vongsinudom Senior Executive Vice President-Operations, Acting Executive Vice President-Supply Planning & Business Development (1 June 2009 - Present) Education • B.Eng. in Chemical Engineering, Chulalongkorn University • M.Eng. in Chemical Engineering, Chulalongkorn University • MM, Sasin, Chulalongkorn University • NDC 2547
Mr. Prachurn Oneiam Executive Vice President-Project Management (10 January 2008 - Present) Education • B.Eng. in Mechanical Engineering, Kasetsart University
•
Chairman, Petroleum Refining Industry Club, The Federation of Thai Industries • Director, PTT Phenol Co., Ltd. • Member of the Council of Trustees, Petroleum Institute of Thailand
Former Positions • Commercial Manager, Thai Oil Public Co., Ltd. • MQ, Thai Oil Public Co., Ltd. • Executive Vice President-Operations and Business, Rayong Refinery Public Co., Ltd. • (Co) Chief Executive Officer, Alliance Refining Co., Ltd. Present • Director, PTT Utility Co., Ltd. • Senior Executive Vice President-Operations and Acting Executive Vice President-Supply Planning & Business Development, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Director, Machinery Operation Department, Petroleum Authority of Thailand • Senior Assistant Director, Production and Engineering, Bangkok Polyethylene Co., Ltd. • Vice President, Maintenance, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Production, The Aromatics (Thailand) Public Co., Ltd. • Project Director, ATC Reformer and Aromatics Complex II, The Aromatics (Thailand) Public Co., Ltd. Present • Executive Vice President-Project Management, PTT Aromatics and Refining Public Co., Ltd.
105
Mrs. Nitima Thepvanangkul Executive Vice President-Finance and Accounting (1 February 2009 - Present) Education • Bachelor’s Degree in Accounting, Chulalongkorn University • Master’s Degree in Finance, National Institute of Development Administration (NIDA) • NIDA-Wharton Executive Leadership Program, The Wharton School, University of Pennsylvania and National Institute of Development Administration (NIDA)
Former Positions • Vice President, Accounting and Finance Department, Gas Business Group, PTT Public Co., Ltd. • Vice President, Treasury Department, PTT Public Co., Ltd. • Executive Vice President, Finance, Accounting and Budgeting, Rayong Refinery Public Co., Ltd. • Executive Vice President-Corporate Finance and Accounting PTT Aromatics and Refining Public Co., Ltd. Present • Executive Vice President, Petrochemicals and Refining Business Group, PTT Public Co., Ltd. • Director, PTT Phenol Co., Ltd.
•
Mr. Varit Namwong Executive Vice President-Human Resources & Corporate Administration (1 February 2009 - Present) Education • Bachelor of Business Administration, Marketing, Assumption Business Administration College • Master of Business Administration, Business Administration (International Program), Ramkhamhaeng University, • Cert. in Senior Executive Program (SEP), Sasin Graduate Institute of Business Administration of Chulalongkorn University
Mr. Kun Patumraj Executive Vice President-Asset Management (1 February 2009 - Present) Education • B.Sc. Chemical Engineers, New Jersey Institute of Technology, USA • M.Eng. Chemical Engineers, Manhattan College, New York, USA • Cert. in Senior Executive Program (SEP), Sasin Graduate Institute of Business Administration of Chulalongkorn University • Advance Management Program (AMP), Harvard Business School, Harvard University
Executive Vice President-Finance and Accounting, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Material and Logistics Manager, Rayong Refinery Co., Ltd. • Contract & Purchasing Manager, Alliance Refining Co., Ltd. • Manager Human Resources, Alliance Refining Co., Ltd. Present • Director, PTT Utility Co., Ltd. • Executive Vice President-Human Resources & Corporate Administration, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Assistant Project Director, Technical, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Production, The Aromatics (Thailand) Public Co., Ltd. • Plant Manager, The Aromatics (Thailand) Public Co., Ltd. • Assistant President, Operations, The Aromatics (Thailand) Public Co., Ltd. • Senior Vice President, Operations, The Aromatics (Thailand) Public Co., Ltd. • Executive Vice President-Operations, PTT Aromatics and Refining Public Co., Ltd. • Director, PTT Utility Co., Ltd. Present • Director, PTT Phenol Co., Ltd. • Executive Vice President-Asset Management, PTT Aromatics and Refining Public Co., Ltd.
106
Mr. Vanchai Tadadoltip Executive Vice President-Aromatics Operations (1 August 2009 - Present) Education • Bachelor of Science, Chemical Technology, Chulalongkorn University
Mr. Porntep Butniphant Executive Vice President-Refinery Operations (1 August 2009 - Present) Education • B.Sc. in Chemistry, Chiangmai University • M.S.E.C. (Process Technology), Department of Chemistry and Chemical Engineering, University of Detroit, Michigan, USA
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Former Positions • Refinery Operation Manager, Star Petroleum Refining Co., Ltd. • Refinery Operation Manager, Alliance Refining Co., Ltd. • Manager, Major Projects, Alliance Refining Co., Ltd. • Executive Vice President-Refinery Operations PTT Aromatics and Refining Public Co., Ltd. Present • Executive Vice President-Aromatics Operations, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Lecturer, Chemistry Department, Faculty of Science,
Khon Kaen University • Engineer, Policy and Planning Department, Petroleum Authority of Thailand • Senior Engineer, The Aromatics (Thailand) Public Co., Ltd. • Deputy Project Director, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Technical, The Aromatics (Thailand) Public Co., Ltd. • Plant Manager, The Aromatics (Thailand) Public Co., Ltd. • Senior Vice President, Operations, The Aromatics (Thailand) Public Co., Ltd. • Senior Vice President, Administration, The Aromatics (Thailand) Public Co., Ltd. • Executive Vice President-Corporate Support and Acting Vice President-Public Relations, PTT Aromatics and Refining Public Co., Ltd. • Executive Vice President-Aromatics Operations, PTT Aromatics and Refining Public Co., Ltd. Present • Executive Vice President-Refinery Operations, PTT Aromatics and Refining Public Co., Ltd.
107
Mr. Khomson Piyawattanaviroj Project Director-MP/A (1 February 2009 - Present) Education • B.Eng. in Mechanical Engineering, Chulalongkorn University
Mr. Manop Saeng-Ngern Project Director-MP/B (1 February 2009 - Present) Education • B.Eng. Prince of Songkhla University
Former Positions • Assistant Manager, Engineering Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Engineering Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Technical, The Aromatics (Thailand) Public Co., Ltd. • Deputy Project Director (Construction), Aromatics and Reformer Complex II Project, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Project, The Aromatics (Thailand) Public Co., Ltd. • Project Director-Clean Fuel Project, PTT Aromatics and Refining Public Co., Ltd. Present • Project Director-MP/A, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Piping Engineer, CTCI Co., Ltd. • Trainee Engineer, Unocal Co., Ltd. • Piping Engineer, Electricity Generating Authority of Thailand • Engineer, Mechanical Division, Seatec Engineering Co., Ltd. • Piping Engineer, UHDE (Thailand) Co., Ltd. • Engineer, The Aromatics (Thailand) Public Co., Ltd. • Manager, Storage Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Project, The Aromatics (Thailand) Public Co., Ltd. • Manager, Management Project, The Aromatics (Thailand) Public Co., Ltd. • Assistance Manager, Project Department, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Quality and Safety,
•
The Aromatics (Thailand) Public Co., Ltd. Vice President-Quality and Safety, PTT Aromatics and Refining Public Co., Ltd.
Present • Project Director-MP/B, PTT Aromatics and Refining Public Co., Ltd.
108
Miss Araya Buruskarn Vice President-Internal Audit (1 January 2010 - Present) Education • B.A. in English Linguistics, Ramkhamhaeng University • Master Degree in Public Administration, Tarleton State University, Texas, USA
Mrs. Puangchao Nakanart Vice President-Office of CEO & Corporate Secretary (1 February 2009 - Present) Education • B.A. Chulalongkorn University • M.A. (Speech Communication) Ball State University, Indiana, USA
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Former Positions • Assistant Store Manager, Southland Corporation, USA • Supervisor, Loews Anatole Hotel, USA • Support Services, US Sprint Telecommunication, USA • Manager, Office Administration and Procurement Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Human Resources Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Administration & Procurement, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Administration and Procurement, PTT Aromatics and Refining Public Co., Ltd. • Vice President-Procurement, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Internal Audit, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Chief, Administration and Petroleum Concession, Mineral Fuels Division, Department of Mineral Resources, Ministry of Industry • Director, Meetings and Reports Division, Office of the Governor, Petroleum Authority of Thailand • Manager, Meetings and Reports Division, Office of the Governor, Petroleum Authority of Thailand • Vice President, Office of the President, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Human Resources and Acting Vice President, Office of the President, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Corporate Affairs & Human Resources, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Office of the President, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Office of Chief Executive Officer, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Office of CEO & Corporate Secretary, PTT Aromatics and Refining Public Co., Ltd.
109
Mr. Sakesiri Piyavej Vice President-Quality, Safety, Health and Environment (1 February 2009 - Present) Education • B.Eng. in Electrical Engineering, Chulalongkorn University • MPA (Honor) in Management for Executive, National Institute of Development Administration (NIDA)
Miss Duangkamol Settanung Vice President-Corporate Strategy (10 January 2008 - Present) Education • B.Sc. in Statistics, Kasetsart University (1st Class Honor) • Master of Business Administration, Thammasat University
Former Positions • Electrical Engineer, Metropolitan Electricity Authority • Purchasing Engineer, Siam Fiber Cement Co., Ltd., Siam Cement Group • Electrical Engineer, Thai Oil Co., Ltd. • Plant Operator, Thai Olefins Co., Ltd. • Process Control Engineer, Star Petroleum Refining Co., Ltd. • Lead Process Control Engineer, Alliance Refining Co., Ltd. • Instrument and Electrical Engineering Manager, Alliance Refining Co., Ltd. • Unwinding Manager, Alliance Refining Co., Ltd. Present • Vice President, Quality, Safety, Health and Environment, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Analyst, Petroleum Authority of Thailand • Financial Economics Section Manager, The Bangchak Petroleum Public Co., Ltd. • Supply Planning Section Manager, The Bangchak Petroleum Public Co., Ltd. • Manager, Feedstock and Product Management Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Feedstock and Production Planning Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Finance & Accounting, The Aromatics (Thailand) Public Co., Ltd. Present • Director, PTT ICT Solutions Co., Ltd. • Vice President-Corporate Strategy, PTT Aromatics and Refining Public Co., Ltd.
110
Mrs. Natchalee Phadungsidh Vice President-Treasury (16 September 2009 - Present) Education • Bachelor of Economics, Monetary Economics and Public Finance, Chulalongkorn University • Master of Science (Economics), Kasetsart University
Mrs. Siriluck Phonorthong Vice President-Corporate Accounting (16 September 2009 - Present) Education • B.A. Accounting, Thammasat University
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Former Positions • Analyst, National Finance and Securities Co., Ltd. • Equities Sales, Cathay Trust Finance and Securities Co., Ltd. • Planning and Analysis Officer, The Aromatics (Thailand) Public Co., Ltd. • Section Head, Planning and Analysis, The Aromatics (Thailand) Public Co., Ltd. • Section Head, Financial Planning and Liquidity Management, The Aromatics (Thailand) Public Co., Ltd. • Manager, Finance, The Aromatics (Thailand) Public Co., Ltd. • Finance Officer, PTT Public Co., Ltd. • Financial Analyst and MIS Officer, Rayong Refinery Public Co., Ltd. • Treasurer Division Manager, Rayong Refinery Public Co., Ltd. • Acting Vice President-Treasury, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Treasury, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Verification Accountant, National Petrochemical Co., Ltd. • Head of Financial Accountant, Oriental Silica Co., Ltd. • Senior Oil Accountant, Rayong Refinery Public Co., Ltd. • Oil Accounting Supervisor, Rayong Refinery Public Co., Ltd. • Financial Accounting Manager, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Corporate Accounting, PTT Aromatics and Refining Public Co., Ltd.
111
Mr. Somboon Setsuntipong Vice President-Financial Planning and Management Information (16 September 2009 - Present) Education • B.A. Faculty of Commerce & Accountancy, Banking & Finance, Chulalongkorn University
Mr. Siridech Kumvongdee Vice President-Supply and Planning (1 February 2009 - Present) Education • B.Sc. Chemistry, Ramkhamhaeng University • M.Sc. Chemical Engineering, Washington University, USA
Mr. Saroj Putthathammawong Vice President-Commercial (1 February 2009 - Present) Education • B.Eng. in Chemical Engineering, Chulalongkorn University • Master of Business Administration, Thammasat University
Former Positions • Internal Auditor, Siam Tyre Co., Ltd. • Manager, Finance Division, Plan Estate Co., Ltd. • Manager, Financial Planning Department, Siam Sinthorn Co., Ltd. • Vice President, Finance and Planning Department, Yoonsila Chiangmai Co., Ltd. • Treasury Manager, Thai Industrial Gases Public Co., Ltd. • Manager, Financial Administration Section, The Aromatics (Thailand) Public Co., Ltd. • Manager, Finance Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Accounting Division, The Aromatics (Thailand) Public Co., Ltd. • Acting Vice President-Aromatics Accounting, PTT Aromatics and Refining Public Co., Ltd. • Manager, Cost Accounting Division, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Financial Planning and Management Information, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Economics Petroleum Section Manager, PTT • Scheduling Manager, Rayong Refinery Co., Ltd. • Business Development Manager, Alliance Refining Co., Ltd. • Commercial Manager, Alliance Refining Co., Ltd. Present • Vice President-Supply and Planning, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Process Engineer, The Aromatics (Thailand) Public Co., Ltd. • Manager, Aromatics Operations, The Aromatics (Thailand) Public Co., Ltd. • Manager, Production Planning, The Aromatics (Thailand) Public Co., Ltd. • Manager, Commercial, The Aromatics (Thailand) Public Co., Ltd. • Manager, Feedstock and Production Planning, The Aromatics (Thailand) Public Co., Ltd. • Assistant Vice President, Planning and Commercial, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Commercial, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Supply and Marketing, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Commercial, PTT Aromatics and Refining Public Co., Ltd.
112
Mr. Dumrong Pinpuvadol Vice President-Business Development (10 January 2008 - Present) Education • B.Eng. in Civil Engineering, Kasetsart University • M.Eng. in Civil Engineering, Chulalongkorn University • MBA (General Management), National Institute of Development Administration (NIDA)
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Former Positions • Assistant Chief Division, Petroleum Authority of Thailand • Engineer, The Aromatics (Thailand) Public Co., Ltd. • Manager, Planning and Control Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Plant Administration, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Human Resources & Administration, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Human Resources, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Planning & Commercial, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Strategic Planning & Business Development, The Aromatics (Thailand) Public Co., Ltd. Present • Vice President-Business Development, PTT Aromatics and Refining Public Co., Ltd.
Mr. Paupan Srirongmuang Vice President-Human Resources (1 January 2010 - Present) Education • B.Sc. Econ., Kasetsart University • MBA, Rangsit University
Former Positions • MIS Manager, Seafood City Co., Ltd. (Unicord Group) • Manager, Management Information System Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Information Technology, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Office of Internal Audit and Risk Management, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Office of Internal Audit, PTT Aromatics and Refining Public Co., Ltd. • Vice President-Internal Audit, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Human Resources, PTT Aromatics and Refining Public Co., Ltd.
113
Miss Brinda Klasnimi Vice President-Public & Government Affairs (1 February 2009 - Present) Education • B.A. International Affairs, Faculty of Political Science, Thammasat University
Mr. Surapong Harn-amorn Vice President-Procurement (1 January 2010 - Present) Education • B.Eng. in Civil Engineering, Chulalongkorn University
Former Positions • TV News Editor, Thai TV Channel 9, MCOT Radio, Thai News Agency, The Mass Communication Organization of Thailand (MCOT) • Program Producer & News Editor, Thai Language Service, BBC World Service, British Broadcasting Corporation • Media Coordinator, Communications Division, Corporate Public Affairs Department, Shell Companies in Thailand • Head Public Relations Division, Rayong Refinery Co., Ltd. • Public Affairs Manager, Alliance Refining Co., Ltd. • Manager, Public/Government Affairs, Alliance Refining Co., Ltd. Present • Vice President-Public & Government Affairs, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Engineer, VES. Group Engineering Co., Ltd. • Engineer, TDCI Co., Ltd. • Engineer, NK-TDCI Co., Ltd. • Engineer, Ch. Karnchang Public Co., Ltd. • Engineer, The Aromatics (Thailand) Public Co., Ltd. • Assistant Division Manager, Planning & Control, The Aromatics (Thailand) Public Co., Ltd. • Manager, Plant Training and Personnel Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Quality Assurance Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Quality Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Human Resources Administration Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Human Resources, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Human Resources, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Procurement, PTT Aromatics and Refining Public Co., Ltd.
114
Mr. Suwat Suratchaikarn Vice President-Reliability & Engineering (1 February 2009 - Present) Education • B.Eng. in Electrical Engineering, Chulalongkorn University • MBA in General Management, Sukhothai Thammathiraj University
Mr. Anutin Chuarypen Vice President-Maintenance (1 January 2010 - Present) Education • B.Sc. in Chemical Engineering, Chulalongkorn University • Master of Science, Computer & Engineering Management, Assumption University
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Former Positions • Instrument & Electrical Engineering Manager, Star Petroleum Refining Co., Ltd. • Project Engineering Division Manager, Alliance Refining Co., Ltd. • Asset Management Manager, Alliance Refining Co., Ltd. Present • Vice President-Reliability & Engineering, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Process Engineer, National Petrochemical Public Co., Ltd. • Process Engineer, The Aromatics (Thailand) Public Co., Ltd. • Shift Manager, The Aromatics (Thailand) Public Co., Ltd. • Manager, Reformer Division, The Aromatics (Thailand) Public Co., Ltd. • Assistant Vice President, Production, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Technical, The Aromatics (Thailand) Public Co., Ltd. • Deputy Project Director (Project Support), Aromatics and Reformer Complex II Project, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Aromatics 2 Production, PTT Aromatics and Refining Public Co., Ltd. • Vice President-Aromatics 2 Operations, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Maintenance, PTT Aromatics and Refining Public Co., Ltd.
115
Mrs. Jeeranee Pimthanothai Vice President-Technology (10 January 2008 - Present) Education • B.Sc. in Chemical Engineering, Chulalongkorn University • Master of Engineering in Petrochemical Technology, Chulalongkorn University
Former Positions • Engineer, M Thai Industrial Co., Ltd. • Engineer, PCK Pigment Co., Ltd. • Assistant Vice President, Technical, Thai Solvent and Chemical Co., Ltd. • Process Engineer, The Aromatics (Thailand) Public Co., Ltd. • Manager, Process Technology Division, The Aromatics (Thailand) Public Co., Ltd. • Assistant Vice President, Technical, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Technical, The Aromatics (Thailand) Public Co., Ltd. Present
•
Mr. Sopon Siriratchatapong Turnaround Director (1 January 2010 - Present) Education • B.Eng. (Production), King Mongkut’s Institute of Technology Thonburi MPA (Management for Executive), National Institute of • Development Administration (NIDA)
Vice President-Technology, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Engineer, Thai Pipe Fitting Co., Ltd. • Engineer, Niti Pattana Co., Ltd. • Engineer, Thai Special Steel Co., Ltd. • Engineer, Mechem Supply Co., Ltd. • Engineer, Euro Engineering Co., Ltd. • Engineer, The Aromatics (Thailand) Public Co., Ltd. • Workshop Division Manager, The Aromatics (Thailand) Public Co., Ltd. • Storage and Utility Maintenance Division Manager, The Aromatics (Thailand) Public Co., Ltd. • Assistant Vice President, Maintenance, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Maintenance, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Maintenance, PTT Aromatics and Refining Public Co., Ltd. Present • Turnaround Director, PTT Aromatics and Refining Public Co., Ltd.
116
Mr. Supasit Tongsupachok Vice President-Aromatics 1 Operations (1 January 2010 - Present)
Education • B.Eng. in Electronic Engineering Department, Rajamangala University of Technology • MBA, Burapha University
Mr. Sawat Trongdilokrat Vice President-Aromatics 2 Operations (1 January 2010 - Present)
Education • B.Sc. in Chemical Engineering, Chulalongkorn University
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Former Positions • Instrument Engineer, The Aromatics (Thailand) Public Co., Ltd. • Senior Engineer, The Aromatics (Thailand) Public Co., Ltd. • Manager, Instrument Maintenance Division, The Aromatics (Thailand) Public Co., Ltd. • Manager, Storage Division, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Storage, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Movement, PTT Aromatics and Refining Public Co., Ltd. • Vice President-Aromatics Movement, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Aromatics 1, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Assistant Shift Supervisor, Thai Petrochemical Industry Public Co., Ltd. • Process Engineer, The Aromatics (Thailand) Public Co., Ltd. • Shift Manager, The Aromatics (Thailand) Public Co., Ltd. • Manager, Aromatics Division, The Aromatics (Thailand) Public Co., Ltd. • Assistant Vice President, Production, The Aromatics (Thailand) Public Co., Ltd. • Vice President, Production, The Aromatics (Thailand) Public Co., Ltd. • Vice President-Aromatics 1 Production, PTT Aromatics and Refining Public Co., Ltd. • Vice President-Aromatics 1 Operations, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Aromatics 2 Operations PTT Aromatics and Refining Public Co., Ltd.
117
Mr. Ratchada Sawasdirak Vice President-Refinery Operations (1 February 2009 - Present) Education • B.Eng. in Mechanical Engineering, Mahanakorn University of Technology • Master of Public Administration, Chulalongkorn University
Mr. Suthap Grinchan Vice President-Movement and Dispatching Operations (1 January 2010 - Present)
Education • Master of Business Administration, Ramkhamhaeng University
Former Positions • Shift Operations Manager, Rayong Refinery Co., Ltd. • Shift Operations Coordinator, Alliance Refining Co., Ltd. • Operations Specialist, Alliance Refining Co., Ltd. Present • Vice President-Refinery Operations, PTT Aromatics and Refining Public Co., Ltd.
Former Positions • Shift Manager in Operation, Rayong Refinery Co., Ltd. • Shift Coordinator in Supply and Planning, Alliance Refining Co., Ltd. • Operations Coordinator in Production Unit Movement and Dispatches, Alliance Refining Co., Ltd. • PD Project Manager in Production Unit Movement and Dispatches, Alliance Refining Co., Ltd. • Vice President-Refinery Movement, PTT Aromatics and Refining Public Co., Ltd. Present • Vice President-Movement and Dispatching Operations, PTT Aromatics and Refining Public Co., Ltd.
Senior Management who moved to other companies in PTT Group
01
02
Executive Vice President-Supply Planning & Business Development (1 February 2009 – 31 May 2009)
Vice President-Financial Planning and Management Information (10 January 2008 - 15 September 2009)
Executive Vice President, Secondment to IRPC Public Co., Ltd. As Senior Executive Vice President, Corporate Strategy and Planning (1 June 2009 – Present)
Vice President-Finance and Accounting, PTT Phenol Co., Ltd. (16 September 2009 – Present)
Mr. Atikom Terbsiri
Mrs. Nidcha Jirametthanakij
118
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
The Board of Directors’ Report on Its Responsibility to Financial Reports
Recognizing its responsibility for compliance with good corporate governance, the Board of Directors of PTT Aromatics and Refining Public Company Limited (PTTAR) has ensured that the financial statements and financial information contained in this Annual Report were reasonably accurate and complete. The Board has ensured that PTTAR prepared its financial statements under generally-accepted accounting principles under
the Accounting Act B.E. 2543 as well as the regulations of the Securities
and Exchange Commission (SEC) on the preparation and presentation of financial reports under the Securities and Exchange Act B.E. 2535. In so doing, PTTAR relied on accounting policies, consistently applied with due discretion, and contain sensible estimates. The Company put in place an efficient internal control system to provide reasonable confidence to the Board that its financial statements were both accurate and credible. In addition, PTTAR had in place
a system to safeguard assets and prevent frauds or irregularities. Together with an adequate, suitable risk management system, the Company ensured that connected transactions, which could cause conflicts of interest, represented real business transactions reasonably conducted in the normal course of business and in the best interests of the Company. Finally, the Board ensured that all laws, rules, and relevant regulations were strictly observed. The Board is responsible for the financial reports as of 31 December 2009 filed by PTTAR, which has bolstered its confidence that the Company’s financial status, revenue, expenditure, and consolidated cash flow statements are both factual and sensible. These have undergone reviews by the Audit Committee, and the Company’s auditor has reviewed them under generally-accepted auditing principles. The auditor has expressed views in the certified auditor’s report.
(Mr. Norkun Sitthiphong) Chairman
(Mr. Chainoi Puankosoom) President and CEO
...
119
Annual Financial Statements and Audit Report of Certified Public Accountant
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company For the years ended 31 December 2009 and 2008
120
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Audit Report
of Certified Public Accountant
To the Shareholders of PTT Aromatics and Refining Public Company Limited I have audited the accompanying consolidated and separate balance sheets as at 31 December 2009 and 2008, and the related statements of income, changes in equity and cash flows for the years then ended of PTT Aromatics and Refining Public Company Limited and its joint venture company, and of PTT Aromatics and Refining Public Company Limited, respectively.
The Company’s management is responsible for the correctness and completeness of information presented in these financial statements.
My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial positions as at
31 December 2009 and 2008 and the results of operations and cash flows for the years then ended of PTT Aromatics and Refining Public Company Limited and its joint venture company, and of PTT Aromatics and Refining Public Company Limited, respectively, in accordance with generally accepted accounting principles.
(Winid Silamongkol) Certified Public Accountant Registration No. 3378 KPMG Phoomchai Audit Ltd. Bangkok 12 February 2010
121
...
Balance sheets As at 31 December 2009 and 2008
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
Unit : in Baht
Consolidated financial statements Assets
Note
2009
Separate financial statements
2008
2009
2008
Current assets Cash and cash equivalents
5
1,362,220,367
1,010,538,505
1,362,220,367
1,011,040,346
Trade accounts receivable
4, 6
21,357,485,747
6,181,532,288
21,357,485,747
6,178,539,394
Other receivables from related parties
4
94,748,047
249,666,091
94,748,047
248,481,689
Inventories
7
19,879,601,652
14,689,892,261
19,879,601,652
14,689,892,261
Receivables from Oil Fuel Fund
8
32,533,677
280,643,536
32,533,677
280,643,536
Value-added tax receivable
3,562,737,685
3,157,583,458
3,562,737,685
3,157,583,458
Revenue Department receivable
2,424,487,427
2,419,236,184
2,424,487,427
2,419,236,184
815,700,719
824,661,026
815,700,719
821,328,583
49,529,515,321
28,813,753,349
49,529,515,321
28,806,745,451
Other current assets
4, 9
Total current assets
Non-current assets Investment in joint venture company
10
-
-
-
3,125,000
Investments in associates
11
3,350,886,976
3,122,303,878
3,797,375,000
3,469,400,000
Property, plant and equipment
12
96,264,805,521
96,719,065,177
96,264,805,521
96,719,065,177
Leasehold prepayment
883,098,760
911,672,463
883,098,760
911,672,463
Intangible assets
13
740,345,907
717,078,829
740,345,907
717,078,829
Deferred tax assets
14
3,353,626,113
6,937,071,199
3,353,626,113
6,937,071,199
486,863,170
319,449,745
485,241,697
319,449,745
Other non-current assets
4, 15
Total non-current assets
105,079,626,447
108,726,641,291
105,524,492,998
109,076,862,413
Total assets
154,609,141,768
137,540,394,640
155,054,008,319
137,883,607,864
The accompanying notes are an integral part of these financial statements.
122
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Balance sheets (Continued)
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
As at 31 December 2009 and 2008
Unit : in Baht
Consolidated financial statements Liabilities and equity
Note
2009
Separate financial statements
2008
2009
2008
Current liabilities Short-term loans from financial institutions 16
13,576,491,816
14,237,000,298
13,576,491,816
14,237,000,298
Trade accounts payable
13,291,596,206
8,611,255,598
13,291,596,206
8,611,255,598
4, 17
Current portion of debentures
16
307,692,160
615,384,640
307,692,160
615,384,640
Current portion of long-term loans
16
2,027,752,000
970,824,000
2,027,752,000
970,824,000
Current portion of subordinated loans
16
2,144,328,073
2,144,328,073
-
Other payables
-
934,654,302
1,197,800,340
934,654,302
1,200,779,807
Construction payables
838,916,620
825,067,757
838,916,620
825,067,757
Accrued finance costs
450,142,438
322,660,299
450,142,438
322,660,299
Accrued excise tax
156,227,296
49,457,730
156,227,296
49,457,730
Other current liabilities
19
621,603,660
602,507,822
621,603,660
597,266,931
Total current liabilities
34,349,404,571
27,431,958,484
34,349,404,571
27,429,697,060
16
26,349,368,000
35,607,660,000
26,349,368,000
35,607,660,000
16
25,049,365,410
10,824,143,854
25,049,365,410
10,824,143,854
4, 16
6,703,281,720
8,579,463,898
6,703,281,720
8,579,463,898
14
1,573,573,715
1,752,553,036
1,573,573,715
1,752,553,036
266,913,415
709,398,370
266,913,415
709,398,370
4, 18
Non-current liabilities Long-term loans from
financial institutions
Debentures Subordinated loans Deferred income tax liabilities
Other non-current liabilities Total non-current liabilities
59,942,502,260
57,473,219,158
59,942,502,260
57,473,219,158
Total liabilities
94,291,906,831
84,905,177,642
94,291,906,831
84,902,916,218
The accompanying notes are an integral part of these financial statements.
123
...
Balance sheets (Continued) As at 31 December 2009 and 2008
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
Unit : in Baht
Consolidated financial statements
Liabilities and equity
Note
2009
2008
Separate financial statements
2009
2008
Equity Share capital
20
Authorised share capital
29,938,149,690
29,938,149,690
29,938,149,690
29,938,149,690
Issued and paid-up share capital
29,637,261,860
29,636,285,220
29,637,261,860
29,636,285,220
21
4,614,534,045
4,613,242,927
4,614,534,045
4,613,242,927
21
2,319,681,419
1,856,633,603
2,319,681,419
1,856,633,603
Additional paid-in capital
Share premium
Retained earnings
Appropriated
Legal reserve
Business expansion reserve
6,514,000,000
6,514,000,000
6,514,000,000
6,514,000,000
Unappropriated
17,231,757,613
10,015,055,248
17,676,624,164
10,360,529,896
Total equity
60,317,234,937
52,635,216,998
60,762,101,488
52,980,691,646
Total liabilities and equity
154,609,141,768
137,540,394,640
155,054,008,319
137,883,607,864
The accompanying notes are an integral part of these financial statements.
124
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Statements of income
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
For the years ended 31 December 2009 and 2008
Unit : in Baht
Consolidated financial statements
Note
2009
Separate financial statements
2008
2009
2008
Revenues Revenue from sale of goods and
rendering of services
4, 22, 29
Interest income
225,299,541,983
251,386,792,169
225,299,541,983
251,370,412,561
3,598,192
20,046,327
3,598,192
20,046,327
1,573,416,329
-
Gain from early settlement of crack spread
swap agreements
4
1,573,416,329
-
4
1,675,248,268
777,881,059
1,675,248,268
777,881,059
Net foreign exchange gain
23
1,368,457,181
59,870,913
1,368,457,181
59,831,168
Other income
4
278,189,639
212,572,388
278,189,639
214,741,308
Total revenues
230,198,451,592
252,457,162,856
230,198,451,592
252,442,912,423
of services
4
213,099,794,927
263,202,450,861
213,099,794,927
263,199,335,519
Selling expenses
4, 24
335,067,577
283,762,374
335,067,577
283,762,374
Administrative expenses
4, 25
1,113,240,354
979,126,944
1,113,240,354
966,954,811
92,561,868
76,434,204
92,561,868
76,434,204
214,640,664,726
264,541,774,383
net of income tax
(99,391,903)
(175,082,470)
15,458,394,963
(12,259,693,997)
15,557,786,866
(12,083,574,485)
4, 27
(2,892,364,756)
(1,321,188,144)
(2,892,364,756)
(1,321,188,143)
Difference of crack spread swap and crude
oil spread swap agreements
Expenses Cost of sale of goods and rendering
Management benefit expenses Total expenses
26
214,640,664,726 264,526,486,908
Share of losses of associates,
-
-
Profit (loss) before costs finance
and income tax expense
Finance costs Profit (loss) before income tax expense
12,566,030,207
(13,580,882,141)
12,665,422,110
(13,404,762,628)
28
(3,404,465,765)
5,116,221,720
(3,404,465,765)
5,116,994,570
9,161,564,442
(8,464,660,421)
9,260,956,345
(8,287,768,058)
Basic
3.09
(2.86)
3.12
(2.80)
Diluted
3.09
(2.85)
3.12
(2.79)
Income tax expense Profit (loss) for the year Earnings (loss) per share
30
The accompanying notes are an integral part of these financial statements.
20
Shares options exercised
The accompanying notes are an integral part of these financial statements.
-
31
Dividends
Balance at 31 December 2009
-
Transfer to legal reserve
29,637,261,860
976,640
-
Total recognised income
29,636,285,220 -
Balance at 1 January 2009
29,636,285,220
-
Profit for the year
31
Balance at 31 December 2008
Dividends
-
Total recognised expense
29,636,285,220
Issued and paid-up share capital
-
Note
Loss for the year
Balance at 1 January 2008
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
...
4,614,534,045
1,291,118
-
-
-
-
4,613,242,927
4,613,242,927
-
-
-
4,613,242,927
2,319,681,419
-
-
463,047,816
-
-
1,856,633,603
1,856,633,603
-
-
-
1,856,633,603
6,514,000,000
-
-
-
-
-
6,514,000,000
6,514,000,000
-
-
-
6,514,000,000
17,231,757,613
-
(1,481,814,261)
(463,047,816)
9,161,564,442
9,161,564,442
10,015,055,248
10,015,055,248
(7,409,071,305)
(8,464,660,421)
(8,464,660,421)
25,888,786,974
Consolidated financial statements Additional Retained earnings paid-in capital Legal Business expansion Share premium reserve reserve Unappropriated
For the years ended 31 December 2009 and 2008
60,317,234,937
2,267,758
(1,481,814,261)
-
9,161,564,442
9,161,564,442
52,635,216,998
52,635,216,998
(7,409,071,305)
(8,464,660,421)
(8,464,660,421)
68,508,948,724
Total equity
Unit : in Baht
Statements of changes in equity
125
- -
Transfer to legal reserve 31 20
Dividend
Shares options exercised
The accompanying notes are an integral part of these financial statements.
-
Total recognised income
Balance at 31 December 2009
-
Profit for the year
29,637,261,860
976,640
29,636,285,220
Balance at 1 January 2009
29,636,285,220
-
31
Balance at 31 December 2008
Dividend
-
Total recognised expense
-
Loss for the year
Issued and paid-up share capital 29,636,285,220
Note
Balance at 1 January 2008
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
...
4,614,534,045
1,291,118
-
-
-
-
4,613,242,927
4,613,242,927
-
-
-
4,613,242,927
Additional paid-in capital Share premium
Unit : in Baht
2,319,681,419
-
-
463,047,816
-
-
1,856,633,603
1,856,633,603
-
-
-
1,856,633,603
6,514,000,000
-
-
-
-
-
6,514,000,000
6,514,000,000
-
-
-
6,514,000,000
17,676,624,164
-
(1,481,814,261)
(463,047,816)
9,260,956,345
9,260,956,345
10,360,529,896
10,360,529,896
(7,409,071,305)
(8,287,768,058)
(8,287,768,058)
26,057,369,259
60,762,101,488
2,267,758
(1,481,814,261)
-
9,260,956,345
9,260,956,345
52,980,691,646
52,980,691,646
(7,409,071,305)
(8,287,768,058)
(8,287,768,058)
68,677,531,009
Separate financial statements Total equity Retained earnings attributable to Legal Business expansion equity holders of reserve reserve Unappropriated the company
For the years ended 31 December 2009 and 2008
(Continued)
Statements of changes in equity
126 Annual Report 2009 PTT Aromatics and Refining Public Company Limited
127
...
Statements of cash flows For the years ended 31 December 2009 and 2008
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
Unit : in Baht
Consolidated financial statements
Note
2009
Separate financial statements
2008
2009
2008
Cash flows from operating activities Profit (loss) for the year
9,161,564,442
(8,464,660,421)
9,260,956,345
(8,287,768,058)
Depreciation and amortisation
5,320,822,739
2,926,118,377
5,320,822,739
2,926,118,377
Interest income
(3,598,192)
(20,046,327)
(3,598,192)
(20,046,327)
Adjustments for
Dividends income Finance costs
27
- 2,892,364,756
- 1,321,188,144
- 2,892,364,756
(2,181,368) 1,321,188,143
Allowance for decline in value
of inventories
-
7
5,172,717,988
-
5,172,717,988
Allowance for obsolete inventories
(Reversal)
82,994,017
(26,343,657)
82,994,017
(26,343,657)
Unrealised (gain) loss on exchange
(992,001,660)
209,786,556
(992,001,660)
209,786,556
Reserve for retirement benefits
3,322,610
3,405,609
3,322,610
3,405,609
11,008,878
9,501,767
11,008,878
9,501,767
99,391,903
175,082,470
3,404,465,765
(5,116,221,720)
3,404,465,765
(5,116,994,570)
19,980,335,258
(3,809,471,214)
19,980,335,258
(3,810,615,540)
Loss on disposal of property,
plant and equipment
Share of losses of associates,
net of income tax
Income tax expense
28
The accompanying notes are an integral part of these financial statements.
-
-
128
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Statements of cash flows (Continued)
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
For the years ended 31 December 2009 and 2008
Unit : in Baht
Consolidated financial statements
2009
Separate financial statements
2008
2009
2008
Changes in operating assets and liabilities Trade accounts receivable
(15,178,946,352)
15,910,923,450
(15,178,946,352)
15,913,251,208
153,733,449
88,352,967
153,733,449
87,832,420
(5,103,707,368)
2,490,270,459
(5,103,707,368)
2,490,270,459
Receivable from Oil Fuel Fund
248,109,859
(170,067,157)
248,109,859
(170,067,157)
Value-added tax receivable
(405,154,227)
(1,911,946,721)
(405,154,227)
(1,916,249,044)
Other current assets
(86,717,668)
(1,172,322,441)
(86,717,668)
(1,167,254,270)
Other non-current assets
21,742,748
(1,481,153)
21,240,907
(1,481,153)
4,681,841,071
(12,596,446,577)
4,681,841,071
(12,596,446,577)
Other payables
(401,515,513)
(561,099,471)
(401,515,513)
(557,951,080)
Accrued excise tax
106,769,566
(516,795,254)
106,769,566
(516,795,254)
76,029,628
(142,721,896)
76,029,628
(142,293,679)
(665,798,045)
663,646,020
(665,798,045)
663,646,020
Other receivables from related parties Inventories
Trade accounts payable
Other current liabilities Other non-current liabilities Income taxes paid Net cash provided by (used in) operating activities
-
(3,230,583,155)
-
(3,237,036,276)
3,426,722,406
(4,959,742,143)
3,426,220,565
(4,961,189,923)
6,024,893
21,615,279
6,024,893
21,615,279
Cash flows from investing activities Interest received Dividends received Purchase of investment in Share of associate
-
-
-
2,181,368
(327,975,000)
(1,106,940,000)
(327,975,000)
(1,106,940,000)
(4,531,246,410)
(20,539,643,604)
(4,531,246,410)
(20,539,643,604)
329,444,584
551,000
329,444,584
551,000
Purchase of intangible assets
(56,255,949)
(53,998,319)
(56,255,949)
(53,998,319)
Leasehold prepayment
(23,186,860)
(57,912,729)
(23,186,860)
(57,912,729)
(449,590,349)
(7,417,734)
(449,590,349)
(7,417,734)
(5,052,785,091)
(21,743,746,107)
(5,052,785,091)
(21,741,564,739)
Purchase of property, plant and equipment Sale of property, plant and equipment
Other non-current assets Net cash used in investing activities
The accompanying notes are an integral part of these financial statements.
129
...
Statements of cash flows (Continued) For the years ended 31 December 2009 and 2008
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
Unit : in Baht
Consolidated financial statements
2009
Separate financial statements
2008
2009
2008
Cash flows from financing activities Finance costs paid
(2,333,475,262)
(1,871,056,275)
(2,333,475,262)
(1,871,056,275)
Dividends paid to equity holders
(1,481,535,895)
(7,403,530,964)
(1,481,535,895)
(7,403,530,964)
172,838,411,921
104,658,122,267
172,838,411,921
104,658,122,267
(92,892,900,000) (173,673,000,000)
(92,892,900,000)
6,000,000,000
52,799,831,000
6,000,000,000
52,799,831,000
(13,770,824,000)
(29,428,087,599)
(13,770,824,000)
(29,428,087,599)
Proceeds from short-term loans from financial
institutions
Repayment of short-term loans from financial
institutions
(173,673,000,000)
Proceeds from long-term loans from financial
institutions
Repayment of long-term loans from financial
institutions
Proceeds from bonds
15,000,000,000
-
15,000,000,000
-
Repayment of bonds
(615,384,640)
-
(615,384,640)
-
Repayment of subordinated loans Proceeds from ESOP Warrant Net cash provided by financing activities
- 2,267,758
(1,000,000,000) -
-
(1,000,000,000)
2,267,758
-
1,966,459,882
24,862,378,429
1,966,459,882
24,862,378,429
340,397,197
(1,841,109,821)
339,895,356
(1,840,376,233)
1,010,538,505
2,763,638,154
1,011,040,346
2,763,406,407
11,284,665
88,010,172
11,284,665
88,010,172
1,362,220,367
1,010,538,505
1,362,220,367
1,011,040,346
Net increase (decrease) in cash and
cash equivalents
Cash and cash equivalents at beginning of year Effect of exchange rate changes on
balances held in foreign currencies
Cash and cash equivalents at end of year
Non-cash transactions As of 31 December 2009 and 2008, the Company acquired machinery and equipment totalling Baht 839 million and Baht 525 million which have not yet been paid for.
The accompanying notes are an integral part of these financial statements.
130
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
...
Notes to the financial
PTT Aromatics and Refining Public Company Limited and its Joint Venture Company
For the years ended 31 December 2009 and 2008
statements
Note
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39
Contents General information Basis of preparation of the financial statements Significant accounting policies Related party transactions and balances Cash and cash equivalents Trade accounts receivable Inventories Receivables from Oil Fuel Fund Other current assets Investment in joint venture company Investments in associates Property, plant and equipment Intangible assets Deferred tax Other non-current assets Interest-bearing liabilities Trade accounts payable Other payables Other current liabilities Share capital Additional paid-in capital and reserve Segment information Net foreign exchange gain (loss) Selling expenses Administrative expenses Employee benefit expenses Finance costs Income tax expense Promotional privileges Earnings (loss) per share Dividends Significant contractual agreements Financial instruments Commitments with non-related parties Arbitration disputes Event after the reporting period Thai Accounting Standards (TAS) not yet adopted Other Reclassification of accounts
131
These notes form an integral part of the financial statements. The financial statements were authorised for issue by the Directors on 12 February 2010.
1. General information 1.1 The Company
PTT Aromatics and Refining Public Company Limited, the “Company”, was formed on 27 December 2007 from the
amalgamation of The Aromatics (Thailand) Public Co.,Ltd., “ATC”, and Rayong Refinery Public Co.,Ltd., “RRC”,
in accordance with the Public Company Limited Act, B.E. 2535 (1992). The Company is incorporated in Thailand and has its registered office at 555/1 Energy Complex, Building A,
14th floor, Vibhavadi Road, Chatuchak, Bangkok, 10900, Thailand. The Board of Governors of the SET approved the listing of the Company on the day that the Registrar accepted the registration of the amalgamation, 27 December 2007. The Company’s major shareholder during the year was PTT Public Company Limited (48.65% shareholding) which was incorporated in Thailand. The principal business of the Company is the refining and provision of integrated petroleum products and production and distribution of aromatics products with plans to proceed with the production of aromatics products and enter into other joint investment business. 1.2 The joint venture company The Company’s operations in the refinery segment are managed by Alliance Refining Company Limited, “ARC”, incorporated in Thailand. ARC is jointly controlled by the Company and Star Petroleum Refining Company Limited “SPRC” under the Operating Alliance Agreement (the “Agreement”), as discussed in note 3. The Company holds a 50% equity interest in ARC. ARC earns its service income by managing the refinery operations of the Company and SPRC.
On 18 February 2009, ARC has registered for liquidation with the Ministry of Commerce and is in the process of being liquidated.
2. Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) and Thai Financial Reporting Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand. On 15 May 2009, the FAP announced (Announcement No. 12/2009) the re-numbering of TAS to the same numbers as the International Accounting Standards (“IAS”) on which the TAS/TFRS are based. The Group has adopted the following revised (TAS/TFRS) and accounting guidance which were issued by the FAP during 2008 and 2009 and effective for accounting periods beginning on or after 1 January 2009: TAS 36 (revised 2007) Impairment of Assets TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations (formerly TAS 54) Framework for the Preparation and Presentation of Financial Statements (revised 2007) (effective on 26 June 2009) Accounting Guidance about Leasehold Right (effective on 26 June 2009) Accounting Guidance about Business Combination under Common Control The adoption of these revised TAS/TFRS and accounting guidance does not have any material impact on the consolidated or separate financial statements.
132
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
The FAP has issued during 2009 a number of new and revised TAS which are not currently effective and have not been adopted in the preparation of these financial statements. These new and revised TAS are disclosed in note 37. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest million, unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies. The preparation of financial statements in conformity with TAS and TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes: Note 14 Utilisation of tax losses
3. Significant accounting policies (a) Basis of consolidation The consolidated financial statements relate to the Company and its joint venture company (together referred to
as the “Group”) and the Group’s interests in associates. Joint venture company The joint venture company is a company, in the refinery segment, over whose activities the Company has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions.The consolidated financial statements include the Company’s proportionate share of the joint venture company’s assets, liabilities, revenue and expenses combined with items of a similar nature on a line by line basis, from the date that joint control commenced until the date that joint control ceases. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. The consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payment on behalf of the associate. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and joint venture are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Foreign currencies Foreign currency transactions Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht
at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income.
133
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions. (c) Derivative financial instruments Derivative financial instruments are used to manage exposure to foreign exchange, interest rate and commodity price risks arising from operational, financing and investment activities. Derivative financial instruments are not used for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments comprise interest rate swaps, forward exchange contracts and oil refining margin hedge. Initially the Company records the derivative financial instruments at cost. Subsequent to initial recognition, at each settlement date or due date the Company records the payment or receipt, made under the terms of the contract for derivative financial instruments, as expense or income in the statement of income. (d) Cash and cash equivalents Cash and cash equivalents comprise cash balances, call deposits and highly liquid short-term investments.
Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows. (e) Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred. (f)
Inventories Inventories are stated at the lower of cost and net realisable value, by the following methods: Finished goods, by products, goods in process and raw materials
: Average cost method
Stores, supplies and others
: Average cost method
Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. Allowance is made for all inventories declining, obsolete, slow-moving or deteriorated inventories. (g) Investments Investments in joint venture company and associates Investments in joint venture company and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method. Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount is recognized in the statement of income. If the Group disposes of part of its holding of a particular investments, the deemed cost of the part sold is determined using the weighted average method.
134
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
(h) Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of self-constructed assets includes the cost of materials, direct labor, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads. Where parts of an item of property, plant and equipment have different useful lives, the Company accounts for these as separate items of property, plant and equipment. Capitalisation of interest cost Interest cost generally is expensed as incurred. Interest costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalisation of interest costs commences when the activities to prepare the asset are in progress and expenditures and interest costs are being incurred. Interest costs are capitalised until the assets are ready for their intended use. Depreciation Depreciation is charged to the statement of income on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows: Buildings and leasehold improvements
20 - 30 years
Plant, machinery and equipment (except catalysts which
are amortised over their useful lives of 2-10 years)
Furniture, fixtures and office equipment Transportation equipment
5 - 30 years 5 - 7 years 5 - 10 years
No depreciation is provided on freehold land or assets under construction. (i)
Intangible assets Intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated
amortisation and impairment losses. Other intangible assets are amortised in the statement of income on a straight-line basis over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows: Deferred loan arrangement fees Deferred technical process royalties Computer system development and software
5 - 7 years 22 - 30 years 5 - 10 years
(j)
Impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. Calculation of recoverable amount The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing 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.
For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
135
Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For financial assets carried at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in the statement of income. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity. Impairment losses recognised in prior periods in respect of non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been
a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (k) Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. (l)
Trade and other accounts payable Trade and other accounts payable are stated at cost.
(m) Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred. Employee share options No compensation cost or obligation is recognised when share options are issued under employee incentive programmes. When options are exercised, equity is increased by the amount of the proceeds received. (n) Provisions A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. (o) Revenue Revenue excludes value added taxes and other sales taxes and is arrived at after deduction of trade discounts. Sales of goods and service rendered Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods
or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return
of goods. Service income is recognised as services are provided. Service income, in the refinery segment, is recognised on an accrual basis in the statement of income based on the terms and conditions of the agreement. Service fee of ARC is marked up at 5% from ARC’s operating cost.
136
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established. Other income is recognised on an accrual basis. (p) Expenses Expenses are recognised on an accrual basis. Operating leases Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred. Finance costs Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. Maintenance Expenditures on repairs and maintenance are charged to the statement of income for the period in which the expenditures are incurred. Expenditures of a capital nature are added to the cost of the related plant and equipment. (q) Income tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the statement of income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax Current tax is the expected tax payable on the taxable income for the year, using tax enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes and benefit of tax losses recognised. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit; and differences relating to investments in subsidiaries and joint venture to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences and benefit of tax losses recognised can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.
4. Related party transactions and balances
Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders
or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Group were as follows :
137
Name of entities
Country of incorporation/ nationality
Nature of relationship
PTT Public Company Limited
Thai
Major shareholder, 48.65% shareholding,
some common directors Thai Oil Public Company Limited
Thai
49.10% holding by major shareholders,
some common directors PTT Chemical Public
Thai
49.16% holding by major shareholders,
Company Limited some common directors HMC Polymers Co., Ltd.
Thai
41.44% holding by major shareholders,
some common directors Star Petroleum Refining
Thai
36% holding by major shareholders,
Company Limited some common directors IRPC Public Company Limited
Thai
36.68% holding by major shareholders,
some common directors Bangchak Petroleum Public Company
Thai
28.46% holding by major shareholders,
Limited some common directors Dhipaya Insurance Public Company
Thai
13.33% holding by major shareholders,
Limited some common directors PTT International Trading Pte., Ltd.
Singapore
100.00% holding by major shareholders
Energy Complex Company Limited
Thai
50.00% holding by major shareholders
PTT Maintenance and Engineering
Thai
40.00% holding by major shareholders
Thai
The Company and Star Petroleum Refining
Company Limited Alliance Refining Company Limited
Co., Ltd., 50% holding by each
PTT Phenol Company Limited
Thai
Associate, 30% shareholding
PTT Utility Company Limited
Thai
Associate, 20% shareholding
PTT ICT Solutions Company Limited
Thai
Associate, 20% shareholding
Thai Tank Terminal Co., Ltd.
Thai
51% holding by PTT Chemical Public Company
Limited Chevron U.S.A. Inc. (Singapore)
Singapore
Common shareholdings
Chevron Singapore Pte., Ltd.
Singapore
Common shareholdings
USA
Common shareholdings
Other companies in the Chevron Group
138
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
The pricing policies for particular types of transactions are explained further below:
Transactions
Pricing policies
Revenue from sale of goods
Market prices
Service income
Contract price /Operation cost marked up at 5% (only with ARC)
Other income
Negotiated agreement
Purchases of raw materials and utilities
Market price
Certain cost of sale of goods and rendering of
Contract price and operation cost
services and selling and administrative expenses marked up at 5% (only with ARC) Selling and administrative expenses
Market prices/Contract price
Finance costs
Contract price (MLR-2)
Directors’ remuneration
Determined by the Board of Directors
and approved by Shareholders
Significant transactions for the year ended 31 December 2009 and 2008 with related parties were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
Sale of goods and rendering of services
168,770
218,031
168,770
218,031
Purchases of goods or receiving of services
195,097
240,517
195,097
240,517
51
80
51
80
2008
Major shareholder
Other income Administrative expenses
68
45
68
45
1,573
-
1,573
-
1,676
778
1,676
778
287
262
287
262
Purchases of goods or receiving of services
-
19
-
22
Administrative expenses
7
12
7
18
14,198
18,809
14,198
18,801
8,403
14,412
8,403
14,412
43
18
43
18
Selling expenses
291
229
291
229
Administrative expenses
248
82
248
82
Directors’ remuneration
10
10
10
10
Gain from early settlement of crack spread swap agreements Net gain on crack spread swap and crude oil spread swap agreements Finance costs Joint venture company
Other related parties Sale of goods and rendering of services Purchases of goods or receiving of services Other income
139
Amendment to crack spread swap agreements On 26 March 2009, the Company and PTT Public Company Limited (“PTT�), a major shareholder, agreed to amend
certain terms and conditions of their crack spread swap agreements. Under the amendment, the crack spread swap agreements for 3.2 million Barrels of oil were early settled. As a result, the latter had to make payment to the Company for this early settlement of such agreements amounting to Baht 1,573 million. The Company presented such transaction in the statement of income. Balances as at 31 December 2009 and 2008 with related parties were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
14,690
4,421
14,690
4,421
477
71
477
168
400
168
397
Chevron U.S.A. Inc. (Singapore)
-
46
-
46
Other companies in the Chevron Group
-
23
-
23
Trade accounts receivable-related parties Major shareholder PTT Public Company Limited Associate PTT Phenol Company Limited
71
Other related parties Star Petroleum Refining Company Limited
PTT Chemical Public Company Limited
-
4
-
4
537
-
537
-
15,872
4,965
15,872
4,962
86
221
86
220
PTT ICT Solution Company Limited
7
2
7
2
PTT Phenol Company Limited
1
1
1
1
1
25
1
25
Bangchak Petroleum Public Company Limited Total
Other receivables from related parties Major shareholder PTT Public Company Limited Associate
Other related parties Star Petroleum Refining Company Limited Other companies in the Chevron Group Total
-
1
-
-
95
250
95
248
1
-
1
-
140
121
140
121
Other current assets Major shareholder PTT Public Company Limited Other related parties Dhipaya Insurance Public Company Limited PTT Chemical Public Company Limited) Total
2
2
2
2
143
123
143
123
140
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Other non-current assets
2009
2008
2009
2008
Other related parties PTT Chemical Public Company Limited
2
4
2
4
Dhipaya Insurance Public Company Limited
-
Total
2
50
-
50
54
2
54
12,301
7,735
12,301
7,735
126
110
126
110
Star Petroleum Refining Company Limited
377
443
377
443
PTT Chemical Public Company Limited
309
26
309
26
Thai Oil Public Company Limited
-
158
-
158
Other companies in the Chevron Group
-
44
-
44
13,113
8,516
13,113
8,516
93
44
93
44
-
4
-
7
30
8
30
8
Trade accounts payable-related parties Major shareholder PTT Public Company Limited Associate PTT Utility Company Limited Other related parties
Total Other payables to related parties Major shareholder PTT Public Company Limited Joint venture company Alliance Refining Company Limited Associate PTT ICT Solutions Company Limited Other related parties Star Petroleum Refining Company Limited
169
295
169
295
PTT Maintenance and Engineering Company Limited
1
-
1
-
Dhipaya Insurance Public Company Limited
1
-
1
-
Other companies in Chevron Group
-
20
-
20
PTT Chemical Public Company Limited Total
-
1
-
1
294
372
294
375
141
Unit : in million Baht
Subordinated loans from shareholders
Interest rate (% per annum)
2009
2008
Consolidated financial statements
2009
2008
Separate financial statements
2009
2008
Major shareholder PTT Public Company Limited 4.75 4.75 6,703 6,500 6,703 6,500 Movements during the year ended 31 December 2009 and 2008 of subordinated loans from shareholders were as follows: Unit : in million Baht
Subordinated loans from shareholders Major shareholder At 1 January Increase Decrease
Consolidated financial statements
Separate financial statements
2009
2008
2009
2008
6,500 203 -
7,001 257 (758)
6,500 203 -
7,001 257 (758)
At 31 December 6,703 6,500 6,703 6,500 Subordinated loans were granted by the Company’s principal shareholders under the Shareholders Support Agreement. The loans bear interest at the rate agreed under the Shareholders Support Agreement. Currently, the interest rate is MLR minus 2% per annum. These loans and related interest will not be repaid unless all the terms and conditions stipulated for such repayment in the debenture deed are met. On 13 November 2009, the Company and Major shareholder in the shareholder loan agreements had agreed to amend certain terms and conditions of the shareholder loan agreements. Under the amendment agreements, the Company shall make the repayment of principles and interest if the conditions as specify in the amendment agreements can be satisfied especially certain covenants under any loan agreements of the Company in present. The amendments include change the payment term to within 30 December 2010 and change in the interest rate from MLR minus 2% per annum to MLR minus 1% per annum which is effect from the period from 30 June 2010 to 30 December 2010. Significant agreements with related parties Operating Alliance Agreement The Company entered into an operating alliance agreement (the “Operating Alliance Agreement”) with SPRC, which operates a neighboring refinery. To implement the operating alliance between the Company and SPRC (the “Operating Alliance”), ARC, a private limited liability company equally owned by the Company and SPRC, was incorporated and appointed as the exclusive operator of the two refineries. According to the Operating Alliance Agreement, ARC does not hold title to any of the Operating Alliance’s intakes, output, capital assets or general supplies. The Company and SPRC each have a participating interest of 50% of all Operating Alliance intakes, assets and future capital assets, and output from the combined refineries is also divided equally before selling. Accordingly, the Operating Alliance does not prevent the Company from maintaining a separate legal existence, ownership, capital structure, ownership of fixed assets, debt, liabilities or technology arrangements or, to any material degree, affect the Company’s feedstock or offtake arrangements. The Operating Alliance Agreement is effective until terminated by either party giving three years’ written notice of termination to the other party. The Operating Alliance Agreement can also be terminated upon the occurrence of an event of default, as defined in the Operating Alliance Agreement. For the purpose of the operation of ARC and the performance of the Operating Alliance Agreement, the Company, SPRC, their shareholders and other related parties entered into various agreements, to share information and to provide assistance to each other, as necessary.
142
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Operating Alliance Termination Agreement On 8 February 2006, the Company entered into an Operating Alliance Termination Agreement with SPRC to terminate the refinery segment. The Operating Alliance Termination Agreement with effect from 1 February 2009 and to liquidate ARC as described in Note 1.2. However, The Company has agreed to maintain the usage of jointly owned assets with SPRC including single point mooring (SPM), piping system for refined products supplies, the LPG Jetty, and the Sulfur Palletizer which these assets are managed by SPRC. Gas purchase and sales agreement The Company entered into two natural gas purchase and sales agreements with PTT whereby the Company is committed to purchase natural gas from PTT at the average range per day as specific in the agreement for 10 years starting from 23 May 2008 and 1 January 2009. The purchase price in the agreement is based on gas price as specified in the agreement and the Thailand Producer Price Index (PPI). Product Offtake Agreement The Company entered into a purchase and sale agreement with PTT and The Shell Company of Thailand (“SCOT”). According to this agreement, the Company is committed to sell a portion of its refined petroleum products produced to PTT and SCOT. For domestic sales, the product price reflects prices prevailing in Thailand for products of a similar quality that are sold in or imported to Thailand. For export sales, the product price reflects the prevailing international spot price for that product. This agreement will expire on 9 February 2024. New Complex Product Offtake Agreement On 9 February 2006, the Company has entered into a new complex product offtake agreement with PTT under which PTT has agreed to purchase 100% of the volume of refined petroleum products actually produced by the proposed reforming and upgrading complexes and declared by the Company up to the production capacity of the proposed reforming and upgrading complexes on the same terms and conditions as apply to the sale of refined petroleum products from the Company’s existing refinery under the terms of the product offtake agreement, provided that at least 50% of such volume will be sold at a competitive domestic market price and the remainder sold at a competitive export market price or other mutually agreed price. Other than as described above, the New Complex Product Offtake Agreement incorporates the provisions of the Product Offtake Agreement with PTT. Crude and other feedstock Supply Agreements
•
Interim Crude Supply Agreement
The Company entered into an Interim Crude Supply Agreement with PTT, pursuant to which PTT has agreed to supply the Company with crude oil and other feedstocks for the Company’s refinery operations, as nominated by ARC, on the terms and based on the current practice under the Operating Alliance. The Interim Crude Supply Agreement provides that it is to remain in effect until the termination date of the Operating Alliance (1 February 2009). As a result, the long-term Feedstock Supply Agreement coming into force.
•
Long-term Feedstock Supply Agreement
Under the terms of the Feedstock Supply Agreement, PTT agreed to supply the Company with crude oil and other feedstocks for the Company’s refinery operations at prices that are based on competitive market prices for the relevant feedstocks. The Feedstock Supply Agreement becomes effective on the termination date of the Operating Alliance and continues in force for an initial term expiring on 8 February 2024 but continues in effect thereafter until terminated in accordance with the agreement. Crude Oil Spread Swap Agreement The Company has entered into crude oil spread swap agreements with PTT to hedge the Company’s crude oil price. Under the agreements, calculated based on the difference of the average price for Dubai crude oil of the period quotations for specified quantities with a fixed price. The Company shall make payment or receive of the difference with PTT. As at
31 December 2009, the 0.3 million barrels of crude under these agreements were subjected to the provisions of the agreement.
143
Oil Spill Response Joint Service Agreement On 1 January 2006, the Company has entered into an Oil Spill Treatment Joint Service Agreement with PTT. The agreement allows the Company to utilise the OSR services as a company of PTT Group by paying an annual service fee to PTT at the rate specified in the Agreement. Memorandum of Understanding on the Construction of Pipe Racks on SPRC’s Area On 21 December 2007, the Company has entered into negotiations for a Memorandum of Understanding on the Construction of Pipe Racks on SPRC’s Area to interconnect its refinery and upgrading complex. The Company agreed to invest in the construction of the pipe racks and has the right to make use of. Raw material purchase and sale aromatics product agreements The Company and various local companies, including related companies, have entered into raw material and finished product purchase and sale agreements. The purchase and sale prices of raw materials and finished products is based on the prices specified in the agreements. These agreements are in effect for periods from 2 to 15 years from the agreement date. Shareholders Support Agreement The Company entered into a Shareholders Support Agreement on 30 March 2001 with its principal shareholders. The parties have agreed, among other things: a) to extend cooperation in such a way to ensure that all reasonable assistance is given to the Company to enhance its liquidity and continuation of operations; b) to make available financial support upon request from the Company up to an aggregate amount of USD 210 million. The Company fully obtained financial support from the principal shareholders under this arrangement in 2001. c) a principal shareholder is committed to provide additional support of USD 90 million if changes in circumstances indicate that the shareholders support under b) may not be adequate. On 18 June 2004, the Company and the Company’s principal shareholders under the Shareholders Support Agreement entered into Shareholder Loan Agreement to amend the terms of the Shareholders Support Agreement especially the conditions to payment loan under the said Shareholders Support Agreement back to the Company’s principal shareholders. Shareholders Support Agreement to Associated Company An associated company, the Company and two principal shareholders concluded negotiations with a financial institution regarding loan facilities granted to an associated company in an amount of Baht 8,320 million for a period of 13 years.
A condition of the loan facilities requires shareholders to enter into a Shareholders Support Agreement which was approved by the Board of Directors of the Company held on 7 September 2006. On 26 September 2006, the Company as a shareholder, two principal shareholders and the associated company entered into Shareholders Support Agreement for the associated company in relation to the financing of the development, construction and operation of a Phenol and Acetone project. The parties agreed, among other matters, on the following: a) Each shareholder under the agreement will subscribe and pay for in cash in addition to the shares held by it so that the long-term debt-to-equity ratio will be maintained as stipulated in the agreement. b) The share capital of the associated company shall not be less than Baht 4,000 million on the Project Completion Date. c) All shareholders under the agreement have to collectively hold not less than 51% of the shares in the associated company until the maturity of the loan. d) If the associated company does not have sufficient cash to pay its project creditor during construction prior to the project completion date, each shareholder under the agreement has to provide monetary support, according to their percentage shareholding, providing the Project Completion Date occurs no later than 31 December 2008. However, the Lenders have extended the Project Completion Date to 31 March 2009. On 30 April 2009, the associated company received the letter of acceptance from the financial institution to confirm that the Project Completion Date was 31 March 2009. In connection with this, all shareholders must comply with terms and conditions stipulated in the agreement.
144
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Office Lease Agreements On 1 October 2009, the Company entered into lease agreements with related parties for office space. Under the terms of the lease agreements, the Company is committed to pay monthly rental and service charges. The agreement was terminated in November 2012.
5. Cash and cash equivalents Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Cash at banks - current accounts
8
66
8
66
Cash at banks - savings accounts
1,354
945
1,354
945
Total
1,362
1,011
1,362
1,011
The currency denomination of cash and cash equivalents as at 31 December 2009 and 2008 was as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Thai Baht (THB) United States Dollars (USD) Total
2009
2008
2009
2008
690
925
690
925
672
86
672
86
1,362
1,011
1,362
1,011
6. Trade accounts receivable Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
15,872
4,965
15,872
4,962
Other parties
5,485
1,217
5,485
1,217
21,357
6,182
21,357
6,179
Note
Related parties
4
Less allowance for doubtful accounts Total
2008
-
-
-
-
21,357
6,182
21,357
6,179
The Company had no bad and doubtful debts expenses for year ended 31 December 2009 and 2008.
145
Aging analyses for trade accounts receivable were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
15,720
4,919
15,720
4,916
-
-
-
-
Related parties Within credit terms Over due: Less than 3 months 3 - 6 months Less allowance for doubtful accounts Net
152
46
152
46
15,872
4,965
15,872
4,962
-
-
-
-
15,872
4,965
15,872
4,962
5,485
1,217
5,485
1,217
-
-
-
-
5,485
1,217
5,485
1,217
-
-
-
-
Other parties Within credit terms Overdue Less allowance for doubtful accounts Net Total
5,485
1,217
5,485
1,217
21,357
6,182
21,357
6,179
The normal credit term granted by the Group ranges from 19 days to 30 days. The currency denomination of trade accounts receivable as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Thai Baht (THB) United States Dollars (USD) Total
2009
2008
2009
2008
20,309
6,128
20,309
6,125
1,048
54
1,048
54
21,357
6,182
21,357
6,179
146
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
7. Inventories Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Raw materials, net
9,257
10,354
9,257
10,354
Petroleum products
4,970
4,226
4,970
4,226
Petrochemical products
1,026
745
1,026
745
603
972
603
972
Crude oil in transit, net
2,941
2,709
2,941
2,709
Other supplies
1,377
1,069
1,377
1,069
20,174
20,075
20,174
20,075
(294)
(5,385)
(294)
(5,385)
19,880
14,690
19,880
14,690
By products
Less allowance for decline in value and obsolete inventories Net
Under the regulations of the Ministry of Energy, the Company is required to maintain a minimum level of inventory of crude oil and Liquefied Petroleum Gas (LPG) at all times based on the production planned for the year. As at 31 December 2009, the value of this minimum level of inventory amounted to Baht 2,604 million (2008: Baht 4,482 million). During the year ended 31 December 2008, the Company made an allowance for write-down of inventories to net realisable value of Baht 5,173 Million. The allowance is included in cost of sales in the financial statements. The cost of inventories which is recognised as an expense and included in ‘cost of sale of goods’ for the year ended
31 December 2009 are included changed in inventories of finished goods and work in progress in amounted of Baht
(656) million (2008: Baht (793) million) and raw material and consumables used in amounted of Baht 207,471 million. (2008: Baht 243,312 million).
8. Receivables from Oil Fuel Fund Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Compensation under the price control plan From Gasohal and Biodiesel
2009
2008
2009
2008
32
180
32
180
From Liquefied Petroleum Gas (LPG)
1
-
1
-
From cost different to use Natural Gas (NG) in refinery process
-
101
-
101
Total
33
281
33
281
Under the price control plan of the Ministry of Energy, the Company is required to sell LPG at controlled prices (the “Government’s controlled price”) as determined by the Ministry of Energy. The Ministry of Energy is then required to compensate the Company for the difference between a separate controlled wholesale price, also set by the Ministry of Energy, and the Government’s controlled price, through the Oil Fuel Fund. Equally, if the controlled wholesale price is less than the Government’s controlled price, the Company is required to compensate the Oil Fuel Fund for the difference.
147
9. Other current assets Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
568
435
568
435
Revenue Department receivable Prepaid insurance premium-Dhipaya 140
121
140
121
Other receivables
Insurance Public Company Limited
30
127
30
126
Prepaid expenses
9
94
9
94
Prepaid withholding tax
-
3
-
-
Others
69
45
69
45
Total
816
825
816
821
10. Investment in joint venture company Unit : in million Baht
Separate
financial statements
2009
2008
At 1 January
3
Transferred to non-current assets
(3)
-
-
3
At 31 December
3
Investment in joint venture company as at 31 December 2009 and 2008, and dividend income from those investments for the years then ended were as follows: Unit : in million Baht
Separate financial statements
Ownership
(%)
Paid-up capital
Cost method
Dividend income
2009
2008
2009
2008
2009
2008
2009
-
49.99
-
6
-
3
-
2008
Joint venture Alliance Refinery Company Limited
2
Alliance Refining Company Limited (“ARC�) is a joint venture company between the Company and SPRC which were appointed as the exclusive operator of the two refineries. Operating Alliance Termination Agreement under the dated 1 February 2009, managements of both companies agreed to liquidate ARC. ARC is currently registered for liquidation with the Ministry of Commerce on 18 February 2009 and is in process entity. The investment is disclosed in non-current assets.
148
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
The following summarised financial information on interests in the joint venture company which has been included in the consolidated financial statements represents the Group’s share. Unit : in million Baht
Ownership
Current
Current
Total
Net
(%)
assets
liabilities
revenues
profit
49.99
10
5
-
-
49.99
10
5
33
-
2009 Alliance Refining Company Limited 2008 Alliance Refining Company Limited
11. Investments in associates Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
At 1 January Share of net losses of investments - equity method Acquisitions At 31 December
2008
2009
2008
3,122
2,190
3,469
2,362
(99)
(175)
-
-
328
1,107
328
1,107
3,351
3,122
3,797
3,469
20
PTT ICT Solutions Company Limited
20
PTT ICT Solutions Company Limited
20
Total
30
PTT Utility Company Limited
2009
PTT Phenol Company Limited
Associates
20
20
30
2008
(%)
13,901
150
6,859
6,892
Ownership interest
14,994
150
6,859
7,985
20
20
30
2009 2008
Paid-up capital
20
PTT Utility Company Limited
Total
30
PTT Phenol Company Limited
2009 2008
(%)
Associates
Ownership interest
Investments in associates as at 31 December 2009 and 2008 were as follows:
3,469
30
1,372
2,067
3,351
40
1,243
2,068
3,122
47
1,239
1,836
2009 2008
Equity method
14,994
150
6,859
7,985
2009
13,901
150
6,859
6,892
2008
Paid-up capital
3,797
30
1,372
2,395
2009
3,469
30
1,372
2,067
2008
Cost method
Separate financial statements
3,797
30
1,372
2,395
2009 2008
Cost method
Consolidated financial statements
-
-
-
-
2009
-
-
-
-
-
-
-
-
2008
Impairment
-
-
-
-
2009 2008
Impairment
3,122
47
1,239
1,836
3,797
30
1,372
2,395
2009
3,469
30
1,372
2,067
2008
At cost-net
Unit : in million Baht
3,351
40
1,243
2,068
2009 2008
At equity-net
Unit : in million Baht
149
150
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
The following summarised financial information on associated companies which have been accounted for using the equity method is not adjusted for the percentage of ownership held by the Group: Unit : in million Baht
Ownership
Total
Total
Total
Net profit/
(%)
assets
liabilities
revenues
(loss)
PTT Phenol Company Limited
30
19,039
12,147
7,297
(323)
PTT Utility Company Limited
20
20,995
14,778
6,149
22
PTT ICT Solutions ompany Limited
20
2009
882
682
854
(32)
40,916
27,607
14,300
(333)
PTT Phenol Company Limited
30
14,676
8,555
33
(407)
PTT Utility Company Limited
20
15,661
9,466
2,687
(343)
PTT ICT Solutions ompany Limited
20
Total 2008
Total
828
593
938
75
31,165
18,614
3,658
(675)
As at 31 December 2009 and 2008, the Group had invested in 3 joint projects with associates comprising;
a) The Phenol Project, which uses product of the Company as its feedstock.
b) The Central Utilities Project, the main objective of which is to produce and distribute electricity and steam to the
c) The ICT Project, which provides ICT services to the Company, other shareholders and related parties.
Company and other shareholders and other nearby plants.
Finance costs capitalised Capitalised during 2008 (note 27) Rate of interest capitalised during 2008 (% per annum) Capitalised during 2009 (note 27) Rate of interest capitalised during 2009 (% per annum)
Cost At 1 January 2008 Additions Transfers Disposals At 31 December 2008 and 1 January 2009 Additions Transfers Disposals At 31 December 2009
- - - -
- - -
2,566 - 1,816 - 4,382
1,200 182 36 - 1,418
-
1,850 2 714 -
1,196 2 2 -
-
- -
-
73,287 681 47,910 (365) 121,513
69,760 2,484 1,055 (12)
-
- -
-
1,071 10 183 (85) 1,179
904 12 160 (5)
-
- -
-
85 - - - 85
84 2 - (1)
3.30 - 3.40
2.91 - 5.74 77
1,650
49,203 4,054 (49,945) - 3,312
32,571 18,563 (1,931) -
Consolidated and Separate financial statements Plant, Furniture, Land Buildings and machinery fixtures and Assets and leasehold and office Transportation Under improvements improvements equipment equipment equipment construction
12. Property, plant and equipment
3.30 - 3.40
2.91 - 5.74 77
1,650
127,412 4,927 (450) 131,889
106,365 21,065 (18)
Total
Unit : in million Baht
151
Net book value At 31 December 2009 At 31 December 2008
Accumulated depreciation At 1 January 2008 Depreciation charge for the period Disposals At 31 December 2008 and 1 January 2009 Depreciation charge for the year Disposals At 31 December 2009
Test run costs capitalised Capitalised during 2008
1,820 3,487
746 149 - 895
3 2 - 5
1,197 1,413
673 75 (2)
-
2 1 -
-
Land Buildings and and leasehold improvements improvements
12. Property, plant and equipment (Continued)
44,179 87,674
29,108 4,782 (51) 33,839
26,536 2,574 (2)
-
317 377
754 107 (59) 802
698 60 (4)
-
3 2
82 1 - 83
81 1 -
-
49,203 3,312
- - - -
- - -
7,546
Consolidated and Separate financial statements Plant, Furniture, machinery fixtures and Assets and office Transportation Under equipment equipment equipment construction
96,719 96,265
30,693 5,041 (110) 35,624
27,990 2,711 (8)
7,546
Total
Unit : in million Baht
152 Annual Report 2009 PTT Aromatics and Refining Public Company Limited
153
Depreciation for year ended 31 December 2009 and 2008 were charged to Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Cost of sale of goods Administrative expenses Total
2009
2008
2009
2008
4,967
2,697
4,967
2,697
74
14
74
14
5,041
2,711
5,041
2,711
The gross amount of the Group’s fully depreciated property, plant and equipment that was still in use as at
31 December 2009 amounted to Baht 4,579 million (2008: Baht 4,404 million). Certain property, plant and equipment were pledged or mortgaged as collaterals for the Company’s debt (note 16). As disclosed in note 4, under the terms of the Operating Alliance Agreement, the Company, in refinery segment, and SPRC own certain assets jointly. The cost of these assets has been shared equally by both entities. Details of the cost, depreciation and net book value of these assets in the Company’s records as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
-
726
Cost Building, plant and machinery
-
726
Equipment
-
135
-
135
Assets under construction
9
182
9
182
Total
9
1,043
9
1,043
-
84
-
84
Accumulated depreciation Building, plant and machinery Equipment
-
85
-
85
Total
-
169
-
169
Net book value
9
874
9
874
154
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
13. Intangible assets Unit : in million Baht
Consolidated and Separate financial statements
Deferred
Computer
Deferred loan
technical
system
arrangement
process
development
fees
royalties
and software
Total
116
614
294
1,024
Additions
26
-
54
80
Disposals
-
-
(6)
(6)
142
614
342
1,098
-
-
103
103
Cost At 1 January 2008
At 31 December 2008 and 1 January 2009 Additions Disposals
-
-
(6)
(6)
142
614
439
1,195
At 1 January 2008
78
102
127
307
Amortisation charge for the year
22
28
30
80
At 31 December 2009 Accumulated amortisation
Disposals
-
-
(6)
(6)
100
130
151
381
Amortisation charge for the year
9
29
41
79
Disposals
-
-
(6)
(6)
109
159
186
454
At 31 December 2008
42
484
191
717
At 31 December 2009
33
455
253
741
At 31 December 2008 and 1 January 2009
At 31 December 2009 Net book value
14. Deferred tax Deferred tax assets and liabilities determined after appropriate offsetting are included in the balance sheets as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
Deferred tax assets
3,354
6,937
3,354
6,937
Deferred tax liabilities
1,574
1,753
1,574
1,753
Net
1,780
5,184
1,780
5,184
2008
155
Movements in deferred tax assets and liabilities during the year ended 31 December 2009 and 2008 were as follows: Unit : in million Baht
Consolidated and Separate financial statements Charged / At (credited) to: At 1 January Statement of 31 December 2009 income (note 28) 2009 Deferred tax assets Inventories (allowance for decline in value) Others (general) Loss carry forward Total
63 15 6,859 6,937
25 - (3,608) (3,583)
88 15 3,251 3,354
Deferred tax liabilities Property, plant and equipment (depreciation) Inventories (allowance for decline in value) Total Net
1,505 248 1,753 5,184
69 (248) (179) (3,404)
1,574 1,574 1,780 Unit : in million Baht
Consolidated and Separate financial statements Charged / At (credited) to: At 1 January Statement of 31 December 2008 income (note 28) 2008 Deferred tax assets Inventories (allowance for decline in value) Others (general) Loss carry forward Total
72 15 - 87
(9) - 6,859 6,850
63 15 6,859 6,937
Deferred tax liabilities Property, plant and equipment (depreciation) Inventories (allowance for decline in value) Total Net
35 - 35 52
1,470 248 1,718 5,132
1,505 248 1,753 5,184
15. Other non-current assets
Advance payment for purchase of property, plant and equipment Prepaid insurance expense Withholding tax deducted at source Others Total
Unit : in million Baht
Consolidated financial statements
2009
2008
455 - - 32 487
216 50 28 25 319
Separate financial statements
2009
2008
455 - - 30 485
216 50 28 25 319
156
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
16. Interest-bearing liabilities Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Note
2009
2008
2009
2008
Current Short-term loans from financial institutions unsecured
8,383
6,607
8,383
6,607
Bill of exchange unsecured
5,193
7,630
5,193
7,630
13,576
14,237
13,576
14,237
Current portion of debentures secured
308
615
308
615
2,028
971
2,028
971
2,144
-
2,144
-
18,056
15,823
18,056
15,823
unsecured
26,349
35,608
26,349
35,608
Current portion of long-term loans from financial institutions unsecured Subordinated loans from other parties unsecured ( including related accrued Interest totalling Baht 529 million in 2009) Non-current Long-term loans from financial institutions Debentures secured
-
308
-
308
unsecured
25,050
10,516
25,050
10,516
25,050
10,824
25,050
10,824
6,703
6,500
6,703
6,500
million in 2008)
-
2,079
-
2,079
6,703
8,579
6,703
8,579
Subordinated loans
unsecured
- Shareholders (including related accrued interest totalling Baht 1,653 million in 2009 and Baht 1,450 million in 2008)
4
- Other parties (including related accrued interest totalling Baht 464
58,102
55,011
58,102
55,011
Total
76,158
70,834
76,158
70,834
157
The periods to maturity of interest-bearing liabilities as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Within one year
18,056
15,823
18,056
15,823
After one year but within five years
51,177
43,932
51,177
43,932
6,925
11,079
6,925
11,079
76,158
70,834
76,158
70,834
After five years Total
Secured interest-bearing liabilities as at 31 December were secured on the following assets: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
327
352
327
352
Plant, machinery and equipment
10,718
13,472
10,718
13,472
Total
11,045
13,824
11,045
13,824
Buildings and improvements
The currency denominations of interest-bearing liabilities as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Thai Baht (THB)
56,892
50,319
56,892
50,319
United States Dollars (USD)
19,266
20,515
19,266
20,515
Total
76,158
70,834
76,158
70,834
158
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Long-term loans of the Group and the Company as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Tranche A
2,732
2,982
2,732
2,982
Tranche B
6,485
7,017
6,485
7,017
Tranche C
4,960
5,580
4,960
5,580
Tranche D
-
4,800
-
4,800
Long term loans from a syndicate of financial institutions
Tranche F and G
5,700
5,700
5,700
5,700
19,877
26,079
19,877
26,079
First financial institution
3,000
6,000
3,000
6,000
Second financial institution
2,500
2,500
2,500
2,500
Long term loans from local financial institutions
Third financial institution
-
2,000
-
2,000
3,000
-
3,000
-
8,500
10,500
8,500
10,500
28,377
36,579
28,377
36,579
Fourh financial institution
Less Current portion of long-term loans
2,028
971
2,028
971
26,349
35,608
26,349
35,608
Debentures Secured
308
923
308
923
Senior unsecured
25,050
10,516
25,050
10,516
25,358
11,439
25,358
11,439
308
615
308
615
25,050
10,824
25,050
10,824
Shareholder
6,703
6,500
6,703
6,500
Other parties
2,144
2,079
2,144
2,079
8,847
8,579
8,847
8,579
Less Current portion of subordinated loans
2,144
-
2,144
-
6,703
8,579
6,703
8,579
58,102
55,011
58,102
55,011
Less Current portion of debentures Subordinated loans
Total
MOR minus margin which is equal to interest rate at 0.72% - 1.05% per annum Interest rate based on the money market rate
20 December 2005 A syndicate of financial institutions
A local branch of a foreign financial
7 October 2008
500
600
500
1,000
800
1,000
450
1,600
Total
is equal to interest rate at 1.99% - 2.49% per annum
Interest rate based on the money market rate,
1,800
but not exceeding MLR minus margin which
A local financial institution
but not exceeding MLR
Interest rate based on the money market rate,
Interest rate based on the money market rate
Interest rate based on the money market rate
Interest rate based on the money market rate
Interest rate based on the money market rate
Interest rate based on the money market rate
Interest rate based on the money market rate
2 March 2009
17 December 2008 A local financial institution
institutions
A local branch of foreign financial
A local financial institution
26 August 2008
institutions
A local branch of foreign financial
11 June 2008
2 April 2008
Unutilised
16 December 2008 A local financial institution
institutions
A local financial institution
13 March 2008
A local financial institution
6 August 2007
Interest rate based on the money market rate
facility of Baht 30 million bears interest at
(“the Lenders�)
exceeding MOR minus margin and the overdrafts
interest based on the money market rate, but not
2,200
remaining facility of Baht 1,770 million bears
The first facility of Baht 1,800 million bears
3,600
None
None
None
None
None
None
None
None
None
None
None
(% per annum)
interest based on the money market rate and the
A local financial institution
(in million Baht)
19 June 2003
Utilised
6,450
1,800
600
500
1,000
800
-
-
150
-
1,000
600
(in million Baht)
amount
Security
Carrying
Interest rate
Agreement Date
Facilities
Short-term loans from financial institutions
159
20 January 2013
Terminate date
None
Security
20 January 2011
None
margin which is equal to interest rate at 3.38% - 4.38% per annum
None
interest rate of the Lenders plus
26 December 2012
Average 6-months fixed deposit
4,800
Baht
rate at 3.38% - 4.38% per annum
D
margin which is equal to interest
None
interest rate of the Lenders plus
26 December 2012
Average 6-months fixed deposit
per annum
to interest rate at 0.66% - 2.29%
LIBOR plus margin which is equal
per annum
to interest rate at 0.72% - 1.05%
LIBOR plus margin which is equal
(% per annum)
Interest rate
6,200
Baht
C
States
Dollars
200
United
B
States
100
Dollars
United
(in million)
Facilities
A
Currency
Tranche
follows:
the initial utilisation (26 December 2005)
from the end of the seventh year after
Repayment in full amount commencing
utilisation (26 December 2005)
from the eighteenth month after the initial
12 semi-annual installments commencing
after the initial utilisation (20 January 2006)
Commencing from the end of fifth year
utilisation (20 January 2006)
from the eighteenth month after the initial
12 semi-annual installments commencing
Payment term
On 20 December 2005, the Company entered into revolving long term syndicated loans with financial institutions (the “Lenders�) which were divided as
Long-term loans from a syndicate of Lenders
Long-term loans from financial institutions
Exchange was approved by the Stock Exchange of Thailand.
Exchange line from Baht 10,000 million to Baht 20,000 million. The Bills of Exchange will be sold to investors as appropriate. The issuance of the Bills of
million with a period of no more than 270 days. Consequently, on 13 November 2008, the meeting of the Board of Directors resolved to increase the Bills of
On 8 May 2008, the meeting of the Board of Directors resolved to approve the issuance of a Bills of Exchange line on a revolving basis of Baht 10,000
Bills of exchange
160 Annual Report 2009 PTT Aromatics and Refining Public Company Limited
MLR minus margin which is equal
28 March 2015
Terminate date
None
Security
agreement date (28 March 2007)
from the thirty-six month after the
11 semi-annual installments commencing
Payment term
Under the aforementioned loan facility agreements, the Company is required to comply with certain covenants including maintenance of financial ratios.
to interest rate at 4.61% - 5.25%
7,000
(% per annum)
Interest rate
per annum
Baht
(in million)
Facilities
F&G
Currency
Tranche
On 28 March 2007, the Company entered into revolving long term loans with foreign financial institutions (the “Lenders�) which were divided as follows:
161
162
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Long-term loans from local financial institutions First financial institution On 26 May 2008, the Company entered into a long-term credit facilities agreement with a local financial institution for investment in the expansion projects and improvements in efficiency of synergy projects of the refinery and aromatics business and for use as working capital for general corporate purposes. This agreement is in effect for a period of 9 years and the details were as follows:
Years
Facilities
(in million Baht)
1 - 7
6,000
7 - 8
4,000
8 - 9
2,000
Years
Interest rates
(% per annum)
1 - 3
THBFIX plus margin which is equal to interest rate at 2.91% - 5.28% per annum
4 - 9
6 month-fixed deposit rate plus 2.25% per annum or THBFIX plus margin which shall be subject
to mutual negotiation
This loan is repayable in 3 installments in amounts specified in the agreement and commencing on 25 May 2015, and will terminate on 25 May 2017. This loan agreement has certain covenants pertaining to maintenance of certain financial ratios in the financial statements, percentage of shares held by the major shareholder and others as specified in the agreement. Second financial institution On 22 July 2008, the Company entered into a long-term credit facilities agreement with a local financial institution totalling Baht 2,500 million for investment in the expansion projects and improve efficiency of synergy projects of the refinery and aromatics business. This agreement is in effect for periods of 10 years and bears interest at 6mTHBFIX rate plus margin which is equal to interest rate at 2.85% - 3.03% per annum. This loan is repayable in different installments as specified in the agreement and commencing from the eighth year after the initial utilisation. This loan agreement has certain covenants pertaining to maintenance of certain financial ratios in the financial statements, percentage of shares held by the major shareholder and others as specified in the agreement. Third financial institution On 22 August 2008, the Company entered into a long-term credit facilities agreement with a local bank totalling Baht 2,000 million for investment in the expansion projects and improve efficiency of synergy projects of the refinery and aromatics business. This agreement is in effect for periods of 10 years and bears interest at 6mTHBFIX rate plus margin which is equal to interest rate at 3.39% - 4.37% per annum. This loan is repayable in different installments as specified in the agreement and commencing from the eighth year after the initial utilisation. This loan agreement has certain covenants pertaining to maintenance of certain financial ratios in the financial statements. Fourth financial institution On 17 November 2009, the Company entered into a long-term credit facilities agreement with a local bank totalling Baht 3,000 million for investment in the expansion projects. This agreement is in effect for periods of 8 years and bears interest at Prime rate minus margin which is equal to interest rate at 4.35% per annum. This loan is repayable in full amount on terminate date. This loan agreement has certain covenants pertaining to maintenance of certain financial ratios in the financial statements, percentage of shares held by the major shareholder and others as specified in the agreement.
163
Debentures Secured debentures On 24 June 2003, the Company issued amortised secured debentures to institutional investors for repayment of all principal and accrued interest under a Loan and Credit Facility Agreement and loans under Credit Agreements before maturity of the agreement. The principal (in equal installments) and interest are payable twice a year, on 24 June and 24 December through the terms of each series of debentures. The first interest payment commenced on 24 December 2003 and the principal repayment commenced on 24 June 2004. The debenture series 1 is a five-year-term, maturing on 24 June 2008, at the interest rate of 3.15% per annum, consisting of 8,000,000 debentures at Baht 1,000 face value totalling Baht 8,000 million and the debenture series 2 is a seven-year-term, maturing on 24 June 2010, at the interest rate of 3.40% per annum consisting of 4,000,000 debentures at Baht 1,000 face value totalling Baht 4,000 million. The placement agreement for debentures has certain restrictive covenants pertaining to disposal or transfer of assets, maintenance of certain financial ratios and percentage of shares held by the major shareholder. The above debentures are secured by the mortgage of machinery installed in the plant, plant building and the assignment of the land lease agreements entered into with The Industrial Estate Authority of Thailand. On 19 January 2009, the Bondholders’ meeting passed resolutions to amend the terms and conditions of the debentures. The amendments include change in the financial ratio to reflect the Company’s business structure after the merger and change in the interest rate from 3.40% per annum to 4.00% per annum, which has effect from 24 December 2008 onwards. Senior unsecured debentures
•
US Dollars debentures On 20 July 2005, the Company completed the issuance and the offering of senior unsecured debentures in the amount of USD 300 million, with a 7-year-term, at the interest rate of 5.5% per annum. The debentures were issued at 99.845% of the principal amount and will be redeemed on 20 July 2012. The interest payments on the debentures are payable semi-annually with the first interest payment to be made on 20 January 2006. The Offering Circular of these debentures has certain covenants pertaining to negative pledge on assets or revenues of the Company and the relevant principal subsidiaries to secure for the benefit of the holders of any International Investment Securities and maintenance of shareholders’ loan. The net proceeds of the debentures will be used to finance the construction of Aromatics II plant as per shareholders’ approval.
•
Thai Baht debentures On 30 April 2009, the Company issued five-year Thai Baht unsubordinated, unsecured debentures with the name registered and having bond holders’ representative with an amount of Baht 15,000 million which bear interest rate at 5.5% per annum. The proceeds from the debentures will be used for refinancing and/or working capital. The principal will be bullet payment on 30 April 2014 (the maturity date) and interest are payable every three months. The placement agreement for debentures has restrictive covenants pertaining to maintenance percentage of shares held by the major shareholder. Subordinated loans from other parties These loans were formerly subordinated loans in Thai Baht which were granted by the Company’s principal shareholders under the Shareholders Support Agreement. However, some shareholders under this agreement subsequently sold their shares in the Company. The loans bear interest at the rate agreed under the Shareholders Support Agreement. Currently, the interest rate is MLR minus 2% per annum. On 13 November 2009, the Company and each of former shareholders in the shareholder loan agreements had agreed to amend certain terms and conditions of the shareholder loan agreements. Under the amendment agreements, the Company shall make the repayment of principles and interest if the conditions as specify in the amendment agreements can be satisfied especially certain covenants under any loan agreements of the Company in present. The amendments include change the payment term to within 30 December 2010 and change in the interest rate from MLR minus 2% per annum to MLR minus 1% per annum which is effect from the period from 30 June 2010 to 30 December 2010.
164
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
17. Trade accounts payable Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Note
2009
2008
2009
2008
4
13,113
8,516
13,113
8,516
Other parties
179
95
179
95
13,292
8,611
13,292
8,611
Related parties Total
The currency denomination of trade accounts payable as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Thai Baht (THB)
8,628
4,446
8,628
4,446
United States Dollars (USD)
4,664
4,165
4,664
4,165
13,292
8,611
13,292
8,611
Total
18. Other payables Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Note
Related parties
2009
2008
2009
2008
4
294
372
294
375
Other parties
641
826
641
826
Total
935
1,198
935
1,201
The currency denominations of other payables as at 31 December were as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Thai Baht (THB)
333
493
333
496
United States Dollars (USD)
589
686
589
686
Other currencies Total
13
19
13
19
935
1,198
935
1,201
165
19. Other current liabilites Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Revenue Department payable : - Value added tax payable - Withholding tax payable Accrued bonus Account payable to consultant
173
1
173
-
46 198
96
46
96
97
198
95
1
70
1
68
119
135
119
135
Others
85
204
85
203
Total
622
603
622
597
Accrued expenses
20. Share capital Unit : million shares/million Baht
Par value
per share
(In Baht)
2009 Number
Amount
2008 Number
Amount
Authorised At 1 January - Ordinary shares
10
2,994
29,938
2,994
29,938
10
2,994
29,938
2,994
29,938
10
2,964
29,636
2,964
29,636
-
1
-
-
2,964
29,637
2,964
29,636
At 31 December - Ordinary shares Issued and paid-up At 1 January - Ordinary shares
Issue of new shares At 31 December - Ordinary shares
10
166
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
On 15 October 2007, the Company, under the refinery segment, issued and offered 58 million units of warrants to purchase common shares of the Company (“ESOP Warrants Project”) as approved by the Securities and Exchange Commission. The details of the warrants are as follows: Type of warrant
: Named and non-transferable warrant to buy ordinary shares of the Company, under the
refinery segment Number of units
: 58 million units
Maturity
: 5 years
Offering
: Offer to the Company’s directors, under the refinery segment management and employees
Offering price
: Baht 0 per unit
Exercise price
: Baht 12 per share
Exercise right per unit : Warrant 1 unit to 1 ordinary share Exercise period One year after the Securities and Exchange Commission approved At 31 December 2009, the holders of 0.2 million units of the warrants had exercised their rights to buy the Company’s ordinary shares. The number of unexercised warrant is 57.8 million units. (31 December 2008: 58 million units). On 11 January 2008, the Company revised the exercise price and share swap ratios, with the approval of the SEC,
as follows:
Exercise price
: Baht 23.22 per share
Share swap ration
: Original warrant 1 unit to 0.5167553 new ordinary share of the Company
21. Additional paid-in capital and reserve Share premium Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
22. Segment information Segment information is presented in respect of the Group’s business segments, based on the Group’s management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest or dividend-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses. Business segments The Group comprises the following main business segments: Segment 1
Petrochemical
Segment 2
Refinery
Geographic segments Management considers that the Group operates in a single geographic area, namely in Thailand, and has, therefore, only one major geographic segment.
Total expenses
for using the equity method
Share of losses from investments accounted
Net foreign exchange loss
oil spread swap agreements
Difference of crack spread swap and crude
96,931
99
-
-
42
598
Administrative expenses
Management benefit expenses
335
95,857
Selling expenses
Cost of sale and rendering of services
102,055
202
Other income
Total revenues
624
Net foreign exchange gain
oil spread swap agreements
95
-
Gain from early settlement of crack spread swap agreements
Difference of crack spread swap and crude
2
Interest income
101,132
Revenue from sale and rendering of services
Petrochemical
2009
82,766
175
88
-
40
536
284
81,643
79,427
120
-
2,266
-
10
77,031
2008
Business segment financial position
141,717
-
-
-
51
515
-
141,151
152,182
76
744
1,581
1,573
2
148,206
2009
188,192
-
-
1,488
36
452
-
186,216
179,220
92
148
-
-
10
178,970
2008
Refinery
(23,908)
-
-
-
-
-
-
(23,908)
(24,039)
-
-
-
-
-
(24,039)
2009
278
1,368
1,676
1,573
4
225,299
99
-
-
93
1,113
335
213,100
(6,241) 214,740
-
(88)
(1,488)
-
(9)
-
(4,656)
2008
264,717
175
-
-
76
979
284
263,203
252,457
212
60
778
-
20
251,387
Total
2009
(6,190) 230,198
-
(88)
(1,488)
-
-
(4,614)
2008
segment profit
Elimination of
Unit : in million Baht
167
Profit (loss) before finance costs and income tax expenses
Interest expense
53,800
Total liabilities
Loss on disposal of property, plant and equipment
-
214
53,800
Other liabilities
Amortisation
80,625
Total assets
2,935
19,310
Depreciation
55,316
Other assets
5,999
Inventories
Property, plant and equipment
2,665
Profit (loss) for the year
620
5,124 1,839
Tax expense
2009
-
163
917
43,618
43,618
71,396
10,829
56,133
4,434
(2,037)
(1,927)
625
(3,339)
2008
Petrochemical
Business segment financial position (Continued)
(11)
66
2,106
40,492
40,492
74,010
19,088
40,949
13,973
6,588
2,824
1,053
10,465
2009
(10)
52
1,795
41,287
41,287
66,107
15,302
40,586
10,219
(6,479)
(3,189)
696
(8,972)
2008
Refinery
Elimination of
-
-
-
-
-
(26)
67
-
(93)
(91)
(40)
-
(131)
2009
-
-
-
-
-
37
-
-
37
51
-
-
51
2008
segment profit
(11)
280
5,041
94,292
94,292
154,609
38,465
96,265
19,879
9,162
3,404
2,892
15,458
2009
2008
(10)
215
2,712
84,905
84,905
137,540
26,131
96,719
14,690
(8,465)
(5,116)
1,321
(12,260)
Total
Unit : in million Baht
168 Annual Report 2009 PTT Aromatics and Refining Public Company Limited
169
23. Net foreign exchange gain (loss) Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
From purchase and sale of raw materials and product
793
362
793
362
Others
575
(302)
575
(302)
1,368
60
1,368
60
Total
24. Selling expenses Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
291
230
291
230
32
32
32
32
Customs duty and import expenses
4
5
4
5
Product inspection
3
2
3
2
Tank rental Transportation expenses
Others Total
5
15
5
15
335
284
335
284
25. Administrative expenses Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Personnel expenses
348
328
348
323
Rentals
134
80
134
80
27
40
27
40
604
531
604
524
1,113
979
1,113
967
Consultant fee Others Total
170
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
26. Employee benefit expenses Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
88
68
88
68
Management Salary Others
63
63
63
63
151
131
151
131
Salary
611
525
611
525
Others
491
539
491
539
1,102
1,064
1,102
1,064
Total
1,253
1,195
1,253
1,195
Other employees
Management benefit expenses are included in the statement of income as follows: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Cost of sale of goods Management benefit expenses Total
2009
2008
2009
58
54
58
2008 54
93
77
93
77
151
131
151
131
Staffs working in the refineries of the Company are employed by ARC under the Operating Alliance Agreement.
The Company shares joint costs, as defined in the Agreement, with ARC in proportion to their participating interests. Reserve for retirement benefits The Company recognises a liability for retirement benefits related to certain former employees of the Company prior to those employees being transferred to ARC under the Agreement. This liability is the minimum amount required to be paid to employees upon resignation in accordance with Company policy. Registered provident fund With the transfer of employees from the Group under the refinery segment, and SPRC to ARC under the Operating Alliance Agreement, the provident fund obligations of both the Company and SPRC were also transferred to a provident fund established under ARC on 1 August 1999. Under the plan, employees in the refinery segment must contribute into the fund between 3% to 15% of the employees’ monthly salaries depending on their years of accredited service. The Group shall make contributions equal to the employees. Employees in the petrochemical segment must contribute into the fund at 5% or 10% of the employees’ monthly salaries. The Group shall make contributions at 10% of the employees’ monthly salaries. The provident fund is registered with the Ministry of Finance as a juristic entity and is managed by a licensed Fund Manager.
171
27. Finance costs Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Note
2009
2008
2009
2008
Interest expense and financial charges paid and payable to: - Related parties
4
287
262
287
262
- Financial institutions
2,617
2,256
2,617
2,256
- Other parties
65
82
65
82
2,969
2,600
2,969
2,600
(77)
(1,279)
(77)
(1,279)
2,892
1,321
2,892
1,321
Capitalised as cost of construction in progress Net
12
28. Income tax expense Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Note
2009
2008
2009
2008
Current tax expense Current year
-
1
-
-
Under provided in prior years
-
15
-
15
-
16
-
15
Movements in temporary differences
(204)
1,727
(204)
1,727
Benefit of tax losses recognised
3,608
(6,859)
3,608
(6,859)
3,404
(5,132)
3,404
(5,132)
3,404
(5,116)
3,404
(5,117)
Deferred tax expense
Total
14
Reconciliation of effective tax rate
Consolidated financial statements
2009
2008
Rate
Rate
(%)
(in million
(%)
Profit (loss) before tax Income tax using the Thai corporation tax rate
30
Income tax reduction
Baht) 12,566 3,770
(in million Baht) (13,581)
30
(4,074)
(252)
(793)
Expenses not deductible for tax purposes
30
60
Expenses with additional for tax purposes
(144)
(309)
Total
27
3,404
38
(5,116)
172
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Reconciliation of effective tax rate
Separate financial statements
2009
2008
Rate
Rate
(%)
(in million
(%)
Profit (loss) before tax Income tax using the Thai corporation tax rate
30
(in million
Baht)
Baht)
12,665
(13,405)
30
(4,022)
Income tax reduction
(252)
(793)
Expenses not deductible for tax purposes
-
7
Expenses with additional for tax purposes Total
27
3,800
(144) 3,404
(309)
38
(5,117)
29. Promotional privileges By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, the Group has been granted privileges by the Board of Investment relating to manufacturing and distributing Aromatics and Cyclohexane, Manufacturing and distributing products from Reformer and Aromatics Complex II, Construction Project of Thappline, Upgrading project, Clean fuel project and GT-Nox Reduction project. The privileges granted include:
(a) exemption from payment of import duty on machinery approved by the Board;
(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which
(c) a 50% reduction in the normal income tax rate on the net profit derived from certain operations for a period of
the income is first derived from such operations; five years, commencing from the expiry date in (b) above. As a promoted company, the Group must comply with certain terms and conditions prescribed in the promotional certificates. Summary of revenue from promoted and non-promoted businesses for the year ended 31 December 2009 and 2008: Unit : in million Baht
Consolidated financial statements
2009
2008
Non-
Non-
Promoted
promoted
Promoted
promoted
businesses businesses
Total
businesses businesses
Total
Export sales
14,292
48,745
63,037
16,591
24,129
40,720
Local sales
26,255
160,046
186,301
57,744
157,537
215,281
Eliminations Total Revenue
-
(24,039)
(24,039)
-
(4,614)
(4,614)
40,547
184,752
225,299
74,335
177,052
251,387
173
Unit : in million Baht
Separate financial statements
2009
2008
Non-
Non-
Promoted
promoted
Promoted
promoted
businesses businesses
Total
businesses businesses
Total
Export sales
14,292
48,745
63,037
16,591
24,129
40,720
Local sales
26,255
160,046
186,301
57,744
157,520
215,264
Eliminations Total Revenue
-
(24,039)
(24,039)
-
(4,614)
(4,614)
40,547
184,752
225,299
74,335
177,035
251,370
30. Earnings (loss) per share Basic earnings (loss) per share The calculations of basic earnings (loss) per share for the year ended 31 December 2009 and 2008 were based on the profit (loss) for the years attributable to equity holders of the Company and the number of ordinary shares outstanding during the year as follows: Unit : in million Baht/million shares
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
of the Company (basic)
9,162
(8,465)
9,261
(8,288)
Number of ordinary shares outstanding
2,964
2,964
2,964
2,964
Profit (loss) attributable to equity holders
Earnings (loss) per share (basic) (in Baht)
3.09
(2.86)
3.12
(2.80)
Diluted earnings (loss) per share The calculations of diluted earnings (loss) per share for the year ended 31 December 2009 and 2008 were based on the profit (loss) for the years attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the years after adjusting for the effects of all dilutive potential ordinary shares as follows: Unit : in million Baht/million shares
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
9,162
(8,465)
9,261
(8,288)
2,964
2,964
2,964
2,964
-
4
-
4
2,964
2,968
2,964
2,968
Profit (loss) attributable to equity holders of the Company (basic and diluted) Weighted average number of ordinary shares outstanding (basic) Effect of shares options on issue Weighted average number of ordinary shares outstanding (diluted) Earnings (loss) per share (diluted) (in Baht)
3.09
(2.85)
3.12
(2.79)
174
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
31. Dividends At the Annual General Meeting of the shareholders of the Company held on 7 April 2009, the shareholders approved the appropriation of dividends of Baht 0.50 per share, amounting to Baht 1,481.8 million which was distributed from unappropriated retained earnings. The dividend paid to the shareholders on 24 April 2009. At the annual general meeting of shareholders of the Company held on 10 April 2008, the shareholders approved the appropriation of dividends of Baht 2.50 per share, amounting to Baht 7,409 million and the appropriation of legal reserve of Baht 579 million. The dividend was paid to shareholders during 2008.
32. Significant contractual agreements As at 31 December 2009, the Group had the following significant contractual agreements: 32.1 Land lease agreement The Company entered into three lease agreements with The Industrial Estate Authority of Thailand (IEAT) for two leases of land for a period of 30 years and the lease of land for 27 years and 10 months. Under the terms of the agreements, the Company is committed to pay rental annually. 32.2 The agreements of the Reformer and Aromatics Complex II Project There are many agreements related to this project with other parties as follows: Reformer and Aromatics Complex II Project On 18 August 2005, the Company entered into the letter of intent – Supply and Construction Contract for Reformer and Aromatics Complex II Project total 4 contracts with SK Engineering and Construction Co., Ltd. and GS Engineering and Construction Corp. The supply contract covers the supply of equipment and materials and the performance of engineering and other associated work as specified in the agreement. The Company has commitments to pay for the Supply Contract and the Construction Contract of Reformer and Aromatics Complex II Project as indicated in the above agreements totalling USD 470.7 million and Baht 7,476.8 million. The construction of this project is finished and commenced operation in January 2009. PMC Services Contract On 3 October 2005, the Company entered into PMC services contract with a local branch of a foreign company. The contract shall cover professional consultancy, project management and engineering services to monitor and review the work related to Reformer and Aromatics Complex II Project. The Company has commitments to pay for the contracts in an amount of Pound Sterling 7.3 million and Baht 168.2 million. 32.3 Contract for Upgrading Complex On 26 October 2007, the Company entered into a construction agreement with a supplier for construction of Upgrading Complex phase 1 for a total sum of USD 200 million. This project is finalise construction and start commercial operation in March 2009. 32.4 Construction operation of the Petroleum Refinery Agreement On 20 November 1992, the Company assumed from The Shell Company of Thailand (“SCOT”) all the rights and obligations related to the construction and operation of a petroleum refinery that had previously accrued to SCOT in accordance with an agreement between SCOT and the Ministry of Industry (“MOI”) dated 30 October 1991 (the “MOI Agreement”). According to the terms of the MOI Agreement, as amended, the Company has to comply with stipulated conditions including the sale of its shares to the public through the Stock Exchange of Thailand (“SET”).
175
32.5 Technical Services Agreement On 18 October 2006, the Company entered into a Technical Services Agreement with Shell Global Solution (Thailand) Limited (“SGS”). Under the contract, the Company agreed to obtain certain technical advice and service from SGS, limited to 1,040 service hours in each year. The agreement duration is 5 years and the initial service fee amounts to EUR 2.53 million, which will be adjusted in line with the increase in labor cost index. The agreement can be automatically renewed for 5 years. 32.6 Deep Hydrodesulphurization Unit On 31 July 2009, the Company entered into the supply and construction contract of Deep Hydrodesulphurization (DHDS) Unit to produce diesel, in compliance with Euro 4 standard, with SK Engineering and Construction Company Limited from South Korea and Thai Woo Ree Engineering Company Limited. The Company has commitments to pay for this project approximately USD 221 Million. The project has been approved by the National Environment Board since 2008 and will require 31 months for construction and targeting to complete by the end of 2011.
33. Financial instruments Financial risk management policies Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly floating. The Group is primarily exposed to interest rate risk from certain loans at floating interest rates which may be adjusted in the future. The Group mitigates this risk by swapping floating interest rates to fixed interest rates. The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows: Unit : in million Baht
Consolidated and Separate financial statements Effective
After 1 year
interest
Within
but within
After
rates
1 year
5 years
5 years
Total
(% per annum)
2009 Current Short-term loans from financial institutions Current portion of long - terms loans Debentures Subordinated loans
1.30 - 4.30
13,576
-
-
13,576
0.72 - 4.38
2,028
-
-
2,028
308
-
-
308
3.85 - 4.75
2,144
-
-
2,144
4.00 and 5.50
Non-current Long-term loans from financial institutions Debentures Subordinated loans Total
0.66 - 5.28
-
19,424
6,925
26,349
4.00 and 5.50
-
25,050
-
25,050
3.85 - 4.75
-
6,703
-
6,703
18,056
51,177
6,925
76,158
176
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Unit : in million Baht
Consolidated and Separate financial statements
Effective
After 1 year
interest
Within
but within
After
rates
1 year
5 years
5 years
Total
(% per annum)
2008 Current Short-term loans from financial institutions
3.55 - 4.18
14,237
-
-
14,237
Current portion of long - terms loans
2.88 - 5.40
971
-
-
971
3.40
615
-
-
615
0.89 - 5.25
-
33,108
2,500
35,608
3.40 and 5.50
-
10,824
-
10,824
Debentures Non-current Long-term loans from financial institutions Debentures Subordinated loans
4.88 - 5.25
Total
-
-
8,579
8,579
15,823
43,932
11,079
70,834
Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group primarily utilizes forward exchange contracts to hedge financial assets and liabilities denominated in foreign currencies. At 31 December, the Group and the Company were exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
Note
2009
2008
2009
2008
672
86
United States Dollars Cash and cash equivalents
5
672
86
Trade accounts receivable
6
1,048
54
1,048
54
Trade accounts payable
17
(4,664)
(4,165)
(4,664)
(4,165)
Other payables and other liabilities
(599)
(1,184)
(599)
(1,184)
16
(19,266)
(20,515)
(19,266)
(20,515)
(22,809)
(25,724)
(22,809)
(25,724)
Other payables and other liabilities
(13)
(13)
(40)
(22,822)
(25,764)
-
10,516
(22,822)
(15,248)
Long-term loans Other currencies Gross balance sheet exposure
(22,822)
Currency forwards
-
Net exposure
(22,822)
(40) (25,764) 10,516 (15,248)
177
Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents and financial ratios according to loan agreements deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. The company uses the following methods and assumptions are used to estimate the fair value of each class of financial instruments. Cash and cash equivalents and short-term investments in fixed deposits - the carrying values are approximate to their fair values due to the relatively short-term maturity of these financial instruments. The fair value of trade and other short-term receivables is taken to approximate the carrying value. Trade accounts payable and other payables- the carrying amounts of these financial liabilities are approximate to their fair values due to the relatively short-term maturity of these financial instruments. Debentures with a fixed rate of interest. The fair value of these liabilities is estimated using the discounted cash flow model based on the average interest rates currently being offered for loans with similar terms to borrowers of similar credit quality, which are presented below: Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Carrying
Carrying
Fair value
value
Fair value
value
THB Debentures
15,452
15,308
15,452
15,308
USD Debentures
10,952
10,050
10,952
10,050
Total
26,404
25,358
26,404
25,358
2009
2008 THB Debentures
923
923
923
923
USD Debentures
11,824
10,517
11,824
10,517
Total
12,747
11,440
12,747
11,440
178
Annual Report 2009 PTT Aromatics and Refining Public Company Limited
34. Commitments with non-related parties Unit : in million Baht
Consolidated
Separate
financial statements
financial statements
2009
2008
2009
2008
Capital commitments Contracted but not provided for: Buildings and other constructions
2
26
2
26
Machinery and equipment
4,824
2,417
4,824
2,417
Total
4,826
2,443
4,826
2,443
Within one year
40
29
40
29
After one year but within five years
78
49
78
49
After five years
66
75
66
75
184
153
184
153
Non-cancellable operating lease commitments
Total Other commitments Crude oil purchase agreement
As at 31 December 2009, the Company entered into crude oil purchase agreement for the year 2009 in USD currency with PTT. Under this agreement, PTT has agreed to sell crude oil to the Company in various volume in each month as specified in the agreement totalling 51.7 million Barrels amounting to approximately USD 3,229 million (2008: 48.6 million Barrels, approximately USD 2,673 million). Foreign forward contract In July 2007, the Company entered into forward contracts covering USD currency with a branch of a foreign financial institution for an amount of USD 300 million. The repayment terms of the forward contracts are 5 years commencing from August 2007 to July 2012. However, the Company terminated all foreign forward contracts in February 2009. The Company had gained from this termination in an amount of Baht 136.7 million. As at 31 December 2009, the Company had three forward contracts covering USD currency with local branch of three foreign financial institutions for an amount of USD 15.7 million which used for project investment and repayment USD currency loan. The settlement terms of the forward contracts are commencing in different month and ending within first quarterly of year 2010. Interest rate swap agreements As at 31 December 2009, the Company had various interest rate swap agreements with a local bank, five Thailand branches of overseas banks and an overseas bank to reduce the risk of fluctuation in interest rates as follows:
1. Covering U.S. Dollar in an amount of USD 60 million, which are effective every six months for a period of 4.5 years, ending January 2013.
179
2. Covering Thai Baht in the total amount of Baht 9,400 million divided as follows :
- in an amount of Baht 4,000 million for 1.5 years, which is effective date in December 2011.
- in an amount of Baht 2,000 million for 3 years, which is effective date in December 2011.
- in an amount of Baht 1,500 million for 5 years, which is effective date in December 2013.
- in an amount of Baht 600 million for 8 years, which is effective date in December 2016.
- in an amount of Baht 300 million for 9 years, which is effective date in December 2017.
- in an amount of Baht 1,000 million for 10 years, which is effective date in December 2018.
For the duration of the agreements, the Company has commitments to receive payments from or make payments to the other party whenever the interest rates vary from the agreed rates based on the terms and conditions stipulated in the agreements. However, the Company is still liable for commitments with the lender if the counterparty is unable to comply with the terms and conditions of such agreements.
35. Arbitration disputes On 3 December 2009, a listed company field an arbitration against PTT and the Company as a producer to perform according to the sale and purchase of raw materials agreement which the said company has been committed by PTT or to compensate for a damage of approximately Baht 13,805 million. The dispute is currently under the process of arbitration. The Company believes that the outcome of the arbitration will not cause a damage to the Company. Therefore, the Company has not provided any loss that might incur from such matter in the financial statements.
36. Event after the reporting period On 22 January 2010, the Company entered into a long-term credit facilities agreement with a local financial institution totalling Baht 6,000 million for investments and/or used as working capital for general corporate purposes. In addition, it may partially use to refinance the existing debt. This agreement is in effect for periods of 10 years.
37. Thai Accounting Standards (TAS) not yet adopted The Group has not adopted the following new and revised TAS that has been issued as of the reporting date but are not yet effective. The new and revised TAS are anticipated to become effective for annual financial periods beginning on or after 1 January in the year indicated.
Effective Date TAS 24 (revised 2007) Related Party Disclosures
1 January 2011
TAS 40
1 January 2011
Investment Property
Management is presently considering the potential impact of adopting and initial application of these new and revised TAS on the consolidated and separate Company’s financial statements.
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
38. Other On 29 September 2009, the Central Administrative Court ordered, following the petition no. 586/2009 (Map Ta Phut case), to temporarily suspend 76 projects in Map Ta Phut Industrial Estate and nearby areas. This is due to concerns that these projects may seriously affect the quality of environment, natural resources, and health of the nearby community. The Supreme Administrative Court on 2 December 2009 subsequently entered a corrected order of the Central Administrative Court to allow the 11 projects specified in the Supreme Administrative Court’s order to proceed, and uphold the suspension ordered by the Central Administrative Court for the remaining 65 projects until the further judgment or order of the Court. From the Supreme Administrative Court’s order, the Company can proceed 2 projects as normal and temporarily suspended 1 project. However, the Company decided to suspend this suspended project prior to the temporary suspension order of the Courts, due to higher construction cost than anticipated.
39. Reclassification of accounts Certain accounts in the 2008 financial statements have been reclassified to conform to the presentation in the 2009 financial statements as follows: Unit : in million Baht
2008
Consolidated financial statements
Before
After
Before
After
reclass.
Reclass.
reclass.
reclass.
Reclass.
reclass.
-
1,328
(1,328)
Separate financial statements
Statement of income Selling and administrative expenses 1,339
(1,339)
-
Selling expense
-
284
284
-
284
284
Administrative expenses
-
979
979
-
967
967
Management benefit expenses
-
76
76
-
77
77
-
-
The reclassifications have been made to comply with the classification set out in the Pronouncement of the Department of Business Development Re: Determination of items in the financial statements B.E. 2552 dated 30 January 2009.
181
Abbreviations and Technical Terms
Abbreviation BZ
Benzene
TOL
Toluene
PX
Paraxylene
OX
Orthoxylene
MX
Mixed Xylenes
ABS
Acrylonitrile-Butadiene-Styrene
BPA
Bisphenol A
EPS
Expandable Polystyrene
GPPS
General Purpose Polystyrene
HIPS
High Impact Polystyrene
LAS
Linear Alkyl Benzenesulfonate
LAB
Linear Alkyl Benzene
LPG
Liquefied Petroleum Gas
MTBE
Methyl Tertiary Butyl Ether
NGL
Natural Gas Liquid
PC
Polycarbonate
PET
Poly Ethylene Terephthalate
PBT
Poly Butylene Terephthalate
Py-gas
Pyrolysis Gasoline
PP
Polypropylene
PA
Phathalic Anhydride
PVC
Poly Vinyl Chloride
PTA
Purified Terephthalic Acid
PE
Polyethylene
SBR
Styrene-Butadiene Rubber
SAN
Styrene-Acrylonitrile
SM
Styrene Monomer
VCM
Vinyl Chloride Monomer
...
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Annual Report 2009 PTT Aromatics and Refining Public Company Limited
Technical Terms Complex Refinery
A refinery that has manufacturing processes (conversion units or upgrading units) to upgrade lower value hydrocarbon products to higher value products. The type of processing facilities indicates the degree of complexity of the refinery.
Condensate
Liquid that is formed when a vapor cools.
Heavy Products
pertaining to fuel oil, long residue and bitumen.
High Vacuum Unit (HVU)
A refinery unit that further fractionates the black fuel oil fraction produced by the CDU, which is also known as long residue, to produce a light fuel oil fraction (light vacuum gasoil and heavy vacuum gasoil) and a heavy fuel oil fraction (short residue). In the HVU, separation occurs in the fractionation column at a high temperature and under vacuum conditions to prevent a cracking reaction.
Light Products
pertaining to LPG, unleaded gasoline, reformate and isomerate
Middle Distillates
pertaining to diesel (or automotive gasoil and industrial gasoil), and jet fuel.
Naphtha Hydrotreater (NHT)
A refinery unit that removes contaminants from naphtha in the presence of catalysts and hydrogen.
S
P
E
E
D
Social Responsibility & Caring
Professionalism
Ethics
Engagement
Diversity & Teamwork
Designed by Plan Grafik Co., Ltd. Tel. 0-2277-2222
PTT Aromatics and Refining Public Company Limited A Company of PTT Group
Head Office: 555/1, 14 th Floor, Energy Complex, Building A Vibhavadi Rangsit Road, Chatuchak Bangkok 10900, Thailand Tel. +66(0)-2140-4000 Fax +66(0)-2140-4111-2
www.pttar.com