ar 08 EN - Investor Relations

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In addition to disclosing information, as specified in relevant regulations, through the channel of the SET, Form 56-1, and annual reports,the Board of Directors has designated the Finance & Investors Relation Department to disseminate information to shareholders and otherstakeholders and to equitably and appropriately assist investors and securities analysts to understand the company and its business.Information posted in the company’s website is both in Thai and English. In addition, Communication Department has been assigned towidely publicize timely corporate information and performance data via various media.The Board of Directors is responsible for the consolidated financial position of the Company and its subsidiaries aswell as the financial information as appears in the Company’s annual report. Such financial statements are prepared in accordance withthe generally accepted accounting principles of Thailand by using the appropriate accounting policies, by adhering to them constantlyand by carefully using the best judgment. The important information is adequately disclosed in the note to the financial statements. TheBoard of Directors has established an effective internal control system to ensure that the report and the accounting information areaccurate, complete and adequate enough to maintain the assets and to prevent the loss, dishonest conduct or other ill-operationswhich might result in damage to the Company.The Company has disclosed the roles and responsibilities of the Board of Directors together with these of the committees in the DirectorsCharter of Corporate Governance Policy. In 2008, the Board of Directors has arranged 4 ordinary meetings and 7 extraordinary meetings.The participation of each director can be summarized as follows:THE ATTENDANCE OF THE DIRECTORS IN 2008NAME POSITION HOLDING PARTICIPATION / TOTAL MEETINGORDINARY MEETING EXTRA-MEETING TOTAL1. Mr. Guy Richelle 30 April 2008 4/4 6/7 10/112. Mr. Peter Valere Germain Termote 1 30 April 2008 2/4 5/7 7/113. Mr. Esa Heiskanen 2 7 October 2008 1/4 0/7 1/114. Mr. Kovit Poshyananda 25 April 2007 4/4 6/7 10/115. Mr. Vitthaya Vejjajiva 30 April 2008 4/4 7/7 11/116. Mrs. Supapun Ruttanaporn 25 April 2007 4/4 6/7 10/117. Mr. Dirk Achiel Marc Beeusaert 25 April 2007 2/4 1/7 3/118. Mr. Guido Geeraerts 25 April 2007 2/4 0/7 2/119. Mr. Johan De Saeger 28 April 2006 3/4 5/7 8/1110. Mr. Rajit Nanda 3 28 April 2006 2/4 4/7 6/1111. Mr. Michel J. G. Gantois 4 26 February 2009 0/0 0/0 0/012. Mr. Philip De Cnudde 5 28 April 2006 1/4 0/7 1/1113. Mr. Pierre Jacques Weulersse 6 26 February 2009 0/0 0/0 0/014. Mr. Anut Chatikavanij 30 April 2008 3/4 7/7 10/1115. Mr. Brendan G. H. Wauters 28 April 2006 3/4 5/7 8/11Note : 1. Resigned from the company’s director and Chief Executive Officer on 7 October 2008.2. Replaced Mr. Peter Valere Germain Termote in his position as Director and Chief Executive Officer on 7 October 2008.Was an Executive Vice President and Chief Projects Development and IPP Business from 3 March 2005.Was an Executive Vice President and Chief Projects Government Affairs from 1 September 2004.3. Resigned from the company’s director on 26 February 2009.4. Replaced Mr. Rajit Nanda as Director on 26 February 2009.5. Resigned from the company’s director on 26 February 2009.6. Replaced Mr. Philip De Cnudde as Director on 26 February 2009.The process of setting and evaluating the objectives related to the determination of the remuneration of the Executive Vice Presidentsand the CEO (not individual remuneration) will be disclosed to the Board of Directors in the annual report and the website. The disclosedremuneration figures of directors and management in the annual report will remain aggregated and will not be individualized. The individual22 Annual Report 2008
emuneration of the Executive Vice Presidents and CEO will bedisclosed to the remuneration committee.RESPONSIBILITIES OF THE BOARD1. BOARD STRUCTURE• The Board of Directors has an adequate and appropriatenumber of directors according to the size and the operationof the Company by having a total of 12 directors, consistingof 1 director who is in a management position, and 11non-management directors. Of all directors, 3 are independent.The number, definition, role and responsibilities of Board ofDirectors shall be complied the rule and regulations to beissuance.• The term of service of directors has been clearlystated in Glow’s Corporate Governance policy as follows:- Board members will be elected for a period of three (3)years, after which the members need to resign.- Resigned member may be nominated again.- During any rotation period, no more than one third ofthe directors should be rotated to ensure continuity.- During the implementation phase, some members mayserve an additional year to ensure that the rotationpolicy could be implemented effectively.• As specified by Glow’s Corporate Governance Policy,directors must be independent according to the SEC’snotification regarding the qualifications and scope ofwork of the Audit Committee, including other qualificationsas required by the Company. This is to enable thedirectors to work for the best interest of all shareholderson an equitable basis and to prevent conflicts of interestbetween the Company and management of majorshareholder(s) or other companies having management/major shareholders in common. In addition, directorsmust also be able to express their opinion independently.• According to The Direct Charter of the Glow CorporateGovernance Policy, each Director shall dedicate thenecessary time and attention to fulfill his duties. Shoulda Director propose to accept another Directorship inaddition to that (or those) held at the time of hisappointment (with the exception of such position withan unlisted group company), this fact has to be broughtto the attention of the Chairman of the Board’s Committeein charge of appointments with whom they are to assesswhether such new responsibilities would leave themthe time necessary to be devoted to their Directorresponsibilities. In addition, each Director shall informthe Board of Directors completely and beforehand ofany real or potential conflict of interest, direct orindirect, which they may have. Any Director with such aconflict must not participate in any discussion of anysuch topic and on voting on it.• The roles and responsibilities of the Chairman aredifferent from those of the CEO. As described by theGlow’s Corporate Governance Policy, the board shouldseparate the roles and responsibilities of both positionsGlow Energy Public Company Limited23
Page 10 and 11: FINANCIAL HIGHLIGHTFINANCIAL POSITI
Page 12 and 13: GENERAL INFORMATIONGLOW ENERGY PUBL
Page 14 and 15: MESSAGE FROM THE CHAIRMANIn 2008 Gl
Page 16 and 17: 14 Annual Report 2008MESSAGE FROM T
Page 18 and 19: THE STRATEGY OF GLOWGlow’s object
Page 20 and 21: VISION, MISSION,CORPORATE CULTUREVI
Page 22 and 23: GOOD CORPORATE GOVERNANCEThe Compan
Page 26 and 27: so that the Board, under the guidan
Page 28 and 29: • Review the composition, size an
Page 30 and 31: operational results of the manageme
Page 32 and 33: GLOW IS PROUDTO PLAY VITAL PART IN
Page 34 and 35: • Glow Group also continually con
Page 36 and 37: GHECO-ONEPOWER PLANT PROJECTGHECO-O
Page 38 and 39: BOARD OF DIRECTORS *Mr. Esa Heiskan
Page 40 and 41: Management TeamMr. Esa HeiskanenChi
Page 42 and 43: BUSINESSOVERVIEWWe are one of the l
Page 44 and 45: STRUCTURE OF REVENUESREVENUESWe der
Page 46 and 47: and enhancing our operations, conti
Page 48 and 49: 4. FINANCIAL PERSPECTIVEMaintain an
Page 50 and 51: We operate IPP and cogeneration fac
Page 52 and 53: THE FOLLOWING DIAGRAM SETS OUT OUR
Page 54 and 55: PRODUCTS ANDPRODUCTION FACILITIESOu
Page 56 and 57: PRODUCTION FACILITIESThe following
Page 58 and 59: (E) GLOW SPP 1 PLANTThe Glow SPP 1
Page 60 and 61: RISK FACTORSRISKS RELATING TO US AN
Page 62 and 63: necessarily reflect our actual fuel
Page 64 and 65: WE ARE SUBJECT TO SIGNIFICANT CONTR
Page 66 and 67: In the past, we have been involved
Page 68 and 69: • The terms relating to PTT’s r
Page 70 and 71: 68 Annual Report 2008SHAREHOLDING A
Page 72 and 73: Glow Energy Public Company LimitedB
Page 74 and 75:
The company’s management structur
Page 76 and 77:
NAMEPOSITION21. Mr. Chaiwut Rattana
Page 78 and 79:
3. Mr. Kovit Poshyananda (73)Educat
Page 80 and 81:
9. Mr. Rajit Nanda (38)Education: M
Page 82 and 83:
DETAILS OF MANAGEMENT TEAM1. Mr. Pe
Page 84 and 85:
9. Mr. Louis Stephen Holub (47)Educ
Page 86 and 87:
18. Mr. Somchai Klinsuwanmalee (43)
Page 88 and 89:
28. Dr. Somgiat Dekrajangpetch (35)
Page 90 and 91:
Company nameSubsidiariesGlow Glow G
Page 92 and 93:
REMUNERATIONS FOR THE COMMITTEES•
Page 94 and 95:
INTERNAL CONTROLThe Glow Audit Comm
Page 96 and 97:
RELATED PARTY TRANSACTIONSDETAIL OF
Page 98 and 99:
MANAGEMENT‘S DISCUSSIONAND ANALYS
Page 100 and 101:
VOLUMES SOLDYEAR TO DATE ENDED DECE
Page 102 and 103:
The following table shows a breakdo
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The following table sets out the en
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Others income in 2008 amounted to B
Page 108 and 109:
AUDIT COMMITTEE’S REPORTTO: THE S
Page 110 and 111:
FINANCIAL STATEMENTSGLOW ENERGY PUB
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GLOW ENERGY PUBLIC COMPANY LIMITED
Page 114 and 115:
Page 116 and 117:
STATEMENTS OF CHANGESIN SHAREHOLDER
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Page 120 and 121:
Page 122 and 123:
1.3 SUBSIDIARIESAll subsidiaries of
Page 124 and 125:
Depreciation is calculated by refer
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4. SUPPLEMENTAL CASH FLOWS INFORMAT
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9. INVESTMENTS IN SUBSIDIARIES USIN
Page 130 and 131:
10. LONG-TERM LOANS TO RELATED PART
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On April 30, 2008, the Company ente
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13. FINANCE LEASE PAYABLESThe Compa
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THE COMPANY’S LOANFacility Agreem
Page 138 and 139:
On May 8, 2007, Glow IPP Company Li
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17.2 According to the Civil and Com
Page 142 and 143:
All the Company’s sales are domes
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21.2.5 On November 11, 2008, Glow C
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As at December 31, 2008 and 2007, t
Page 148 and 149:
22. TRANSACTIONS WITH RELATED PARTI
Page 150 and 151:
Unit : BahtFOR THE YEARS ENDED DECE
Page 152 and 153:
On February 27, 2008, the Company e
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On February 19, 2008, the Company e
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154 Annual Report 2008use fee of Ba
Page 158 and 159:
23.1.9.4 On February 15, 2005, Glow
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23.2 CONTINGENT LIABILITIES23.2.1 L
Page 162:
27. EVENT AFTER BALANCE SHEET DATEO
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