aot: annual report 2011

ANNUAL R

EPORT 2

011

ANNUAL R

EPORT 2

011

Airports of T

hailand Public C

ompany Lim

itedAirports of T

hailand Public C

ompany Lim

ited

Airports of Thailand Public Company Limited333 Cherdwutagard Road, Srikan Don Mueang, Bangkok 10210 ThailandTel. (66) 2535 1111, Fax. (66) 2535 4061E-mail : [email protected]

ANNUAL REPORT 2011Airports of Thailand Public Company Limited

Green AirportAnnual Report 2011 I Airports of Thailand Public Company Limited2

Annual Report 2011 I Airports of Thailand Public Company LimitedGreen Airport

3


CONTENTSAnnual Report 2011

007 MESSAGE FROM THE CHAIRMAN

009 REPORT OF THE NOMINATION COMMITTEE

010 REPORT OF THE REMUNERATION COMMITTEE

011 REPORT OF THE RISK MANAGEMENT COMMITTEE

012 REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

014 REPORT OF THE AUDIT COMMITTEE

016 AOT BOARD OF DIRECTORS

020 AOT SENIOR EXECUTIVES 024 ORGANIZATION CHART

026 GENERAL INFORMATION

028 SUMMARY OF AOT’S FINANCIAL INFORMATION

036 NATURE OF BUSINESS

038 RISK MANAGEMENT

044 SHAREHOLDING AND MANAGEMENT STRUCTURES

102 INVESTMENT TRANSACTIONS

104 AIR TRAFFIC STATISTICS 114 BUSINESS CONTINUITY DEVELOPMENT

116 AOT’S HUMAN RESOURCE DEVELOPMENT

120 AIRPORTS’ SECURITY MEASURES AND AIRPORTS’ SERVICES

128 MANAGEMENT OF SAFETY, OCCUPATIONAL HEALTH AND WORKING ENVIRONMENT

131 CORPORATE SOCIAL RESPONSIBILITY (CSR), COMMUNITIES AND ENVIRONMENT

136 CORPORATE SOCIAL RESPONSIBILITY (CSR)

145 FINANCIAL STATEMENTS












038 RISK MANAGEMENT











5

CONTENTSAnnual Report 2011












038 RISK MANAGEMENT





















038 RISK MANAGEMENT











Mr. Piyapan ChampasutChairman

(17 February 2009 - 9 March 2011)

Mr. Tirapol NoparumpaChairman(9 March - 19 September 2011)

Annual Report 2011 I Airports of Thailand Public Company Limited


7

The board of committee, executives, and staff of Airports of Thailand Public Company Limited

have realized the importance of air transportation industry, which is the structure that drives forward

economic and social growth of the country. It also has the vision to become Asia’s Leading Airport

Business. As a result, in order to sustainably develop the business and be prepared for the incessant

changes, AOT has committed to be High Performance Organization by elevating service quality, personnel’s

capabilities, and information technology. The Corporate Social Responsibi l i ty’s framework

regarding relevant implementation and standardization has also been regulated. This aims to

create participation in the development of quality of life for the society and community and respond

appropriately to the demands of the stakeholders. The operation of Green Airport has also been emphasized

in order to reduce energy use, support clean energy, control the release of greenhouse gas, and manage

the environment according to international standard. These developments are factors that will lead to

sustainable development. As for the implementation results in 2011, AOT has accelerated its competitive ability and service quality

by utilizing its potential with high efficiency, adjusting management system, and creating business

allies. Thus, the AOT’s net income was worth 28,640.69 million Baht, an increase of 19.17%

compared to last year. The net profit was worth 2,528.30 million Baht and compared to last year

it increased by 23.98%. For the operating results of the air traffic movements at AOT’s responsible

airports, the growth rate increased with the total volume of 66,300,666 passengers or 15.46%

increase, compared to last year. Inbound and outbound volume of cargoes and postal parcels

totaled 1.41 million tons with the total of 441,440 flights or the increase rates of 4.85% and

14.43% respectively. In addition, the recovery of tourism after the political crisis increased the

number of flights and passengers at Suvarnabhumi Airport by 288,540 flights and 47,800,585 passengers

or 10.22% and 12.48% increase respectively, Inbound and outbound volume of cargoes and postal parcels

totaled 1.33 million tonnes or 4.77% increase. After last year’s successful results, AOT would like to thank the public and private agencies,

the stakeholders, the media, and people for giving their trusts, confidence, and support on AOT’s

operation. AOT realizes its role as the main agency which develops the country’s air transportation

system and still firmly believes in the mission to operate with high standards. It will continue to

give warming service, modern technology, and responsibilities to the society and community for the

purpose of being the leader of airport business in the Asian region. The company will bring pride

to Thai people and be one of the factors that creates sustainable growth for the country’s economy

and society.

Mr. Tirapol NoparumpaChairman

(9 March - 19 September 2011)

Mr. Piyapan ChampasutChairman

(17 February 2009 - 9 March 2011)

MESSAGE FROM THE CHAIRMAN


MESSAGE FROM THE CHAIRMAN

Dear shareholders,

At present the world is facing global warming, economic crisis, and fluctuating energy situations and these rapid changes inevitably affect AOT’s airport business. However, as a state enterprise and listed company in the Stock Exchange of Thailand, AOT is committed to efficient operations to create maximum benefits to the country as well as enhance value to our shareholders and stakeholders. The company also emphasizes decreasing of negative impacts caused by its operations and creating acknowledgement from community and society. Successful airport management requires clear planning and operations both in the short and long terms to effectively deal with related factors. The management must also comply with policies and operation guidelines laid down by the Ministry of Transport in respect of the improvement of airport capabilities in order to facilitate service recipients. This includes the development of Suvarnabhumi Airport under the single airport concept by providing domestic terminal, the third runway, and other necessary links between the terminals. In addition, Phuket International Airport Development Plan and Don Mueng International Airport Utilization Plan are two pivotal projects that need to be pressed ahead. AOT’s airport business can only be successful by the cooperation of its officers, airlines, government agencies, and airport operators sharing the same goal to develop and push forward its operation, so that all 6 airports under AOT’s responsibility are world class green airports and competitive in the world stage.

Air Chief Marshal(Sumet Photimanee)

Chairman (Appointed on 29 September 2011)


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REPORT OF THE NOMINATION COMMITTEE

Air Chief Marshal

Dear shareholders,

In the 9/2554 meeting on 22 September 2011, AOT’s Board of Directors passed a resolution to appoint the Nomination Committee with Air Chief Marshal Raden Puengpak as Chairman, while Mr. Thanapich Mulapruk and Mr. Chakarn Saengruksawong acted as directors. The Nomination Committee has duties and responsibilities assigned by AOT’s Board of Directors to regulate policies, principles, and procedures in acquiring AOT’s directors. The Nomination Committee is also responsible for screening qualified candidates as specified in the related regulations and laws to propose to AOT’s Board of Directors for appointments as AOT’s directors. In addition, the committee is required to undertake other tasks as assigned by the Board of Directors and report accordingly in the following month. The results of operations are to be reported in the notification (Form 56-1) and in the annual report. The Nomination Committee had 2 meetings in 2011 to recruit qualified personnel to fill in the position of AOT’s directors by adhering to the Nomination Committee’s Charter approved and certified by AOT’s Board of Directors which has been in effect since 14 January 2009. The recruitment process was implemented in accordance with the Standard Qualifications Act for Board of Directors and State Enterprise Official, the Public Limited Company Act, the Securities and Exchange Law, the cabinet resolutions, and AOT’s regulations. Other factors taken into consideration are qualifications, knowledge, capabilities, work experience, leadership, morality, ethics, good attitudes towards organization, and time dedication for AOT’s success. Additionally, the process has to be transparent and create confidence to shareholders. At present, AOT’s Board of Directors comprises 13 directors, 9 of whom are independent directors, 4 of whom are non-executive directors, as well as Acting President as the Secretary to the Board of Directors. The curriculum vitae can be found under the topic “Board of Directors”.

(Raden Puengpak)Chairman of the

Nomination Committee


REPORT OF THE REMUNERATION COMMITTEE

Air Chief Marshal (Bureerat Ratanavanich)

Chairman of the Remuneration Committee

Dear shareholders,

In the meeting of 2/2553 on 22 January 2010, AOT’s Board of Directors had a resolution to appoint Air Chief Marshal Bureerat Ratanavanich as Chairman and Mr. Arkhom Termpittayapaisith and Mr. Prasong Poontaneat as directors. The committee’s responsibility is to regulate criteria and procedures of remunerations and benefits for AOT directors and outsiders.

The Remuneration Committee carried out its duties prudently and reasonably. In 2011 a meeting was held to consider remunerations and benefits of AOT directors and outsiders who were appointed as directors, directors of sub-committees, and operators by adhering to the charter certified by AOT Board. The measure has been in effect since 8 December 2009. In setting out the remuneration criteria, the committee took into consideration the suitability, duties, and responsibilities compared to other listed companies in the Stock Exchange of Thailand in the same industry with similar scope of operations. The remuneration packages were designed to be attractive to directors in order to create quality operation and achieve the company’s goals and directions. The procedures were also carried out with transparency to create confidence to shareholders. Information on each director’s remuneration can be found under the topic “Directors’ and Executives’ Remunerations”.


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REPORT OF THE RISK MANAGEMENT COMMITTEE

Dear shareholders, In fiscal year 2011, AOT’s Board of Directors has continually put the focus on AOT’s risk management from last year and has appointed Mr. Arkhom Termpittayapaisith as Chairman of the Risk Management Committee while Mr. Chakarn Saengruksawong and Mr. Suthi Kreingchaiyapruk act as directors. AOT’s President also acts as director and secretary while the Senior Executive Vice President (Planning and Finance) and the Director of the Risk Management Office act as assistant secretaries in order to closely relay policies into practice. With experiences and intention of the Risk Management Committee, the committee wants AOT to apply risk management system in the organization as a tool to regulate directions, strategies, and management. This will increase potential and business opportunities, continually improve work process, and help achieve AOT’s goals and mission. In fiscal year 2011, the Risk Management Committee agreed on risk management policy and framework and also urged AOT to encourage every officer to implement the risk management concept and regard it as part of the organization culture. In addition, the committee approved the 2011 risk identification of 7 cases, risk appetite, risk tolerance, risk response, and risk management goals. AOT is to continually monitor and report the implementation of risk management and other related issues by convening a meeting every 2 months and emphasizing busi-ness continuity management. In order to increase efficiency of AOT’s risk management system in the upcoming years, the Risk Management Committee has set up the organization risk criteria by determining as to whether the situa-tions containing risk have significant impacts on the core business, financial results, service, image, policy implementation and AOT’s special concerns. The situations must also be cases where issues cannot be immediately resolved by the administration or where the risk level cannot be reduced to an acceptable level.

(Mr. Arkhom Termpittayapaisith)Chairman of the Risk Management Committee


REPORT OF THE CORPORATE GOVERNANCE COMMITTEE

Dear shareholders, In the 2/2011 meeting on 21 January 2011, AOT’s Board of Directors passed a resolution to appoint the Corporate Governance Committee with Mr. Wutisak Lapcharoensap as Chairman, whileAir Chief Marshal Bureerat Ratanavanich, Mr. Suthi Kreingchaiyapruk, and AOT’s President act as directors. The Corporate Governance Committee emphasizes AOT’s management according to corporate good governance by promoting the directors, executives, and officers to create good corporate governance culture as stipulated by the division in charge. Also, the committee is to ensure that officers strictly follow AOT’s good corporate governance manual to create confidence to shareholders, investors, and stakeholders as well as to support AOT’s operations. In 2011 the Corporate Governance Committee had 2 meetings to develop and follow-up the good corporate governance. The main issues are as follows :

1. Shareholders’ Rights In the 2010 Annual Ordinary General Meeting of Shareholders 21 January 2011, AOT advocated the exercises of shareholders’ rights by implementing issues in accordance with the “Annual General Meeting Checklist” specified by the Securities and Exchange Commission (SEC). This includes giving minority shareholders an opportunity to propose meeting agendas in advance, distributing meeting information to shareholders for 30 days on AOT’s website prior to the meetings, facilitating proxies for absentees, encouraging shareholders to ask and give suggestions freely, organizing minutes containing all the important information etc. 2. Equal treatment to all shareholders - Shareholders are to be given an opportunity for three months prior to the fiscal yearend (1 July – 30 September of each year) to propose agendas and suggest candidates for the title of AOT directors in the Shareholder Annual Ordinary General Meeting.

(Mr. Wutisak Lapcharoensap)Chairman of the Corporate Governance Committee


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3. Stakeholders’ Roles - To increase a complaint channel through Corporate Communications Office, which is a complaint center for all 6 airports, as well as AOT website. - Complaints can also be posted on AOT website. 4. Information Disclosure and Transparency - Shareholders are to be regularly reported on important events with precise information.

5. The Corporate Governance Committee’s Responsibilities - To operate honestly and carefully in accordance with the law, AOT’s objectives and regulations, and shareholders’ resolutions and to try its best to maintain the interests of AOT and the shareholders. - To initiate and frequently update the corporate governance policies to be in consistent with AOT’s operations at least once a year. - To enhance the authority of AOT’s independent directors according to the Securities and Exchange Commission’s definition by inserting the following sentence : “Independent directors may be assigned by AOT’s Board of Directors to make collective decisions on operations of the parent company, subsidiaries, associates, same-level subsidiaries, or legal entities when conflicts arise”. - To acknowledge the appraisal criteria of TRIS’s 2011 Organization Management Indicators, specifically on the role of the Board of Private Enterprises and its emphasis on good governance, responsibility to the society, and efficiency. - To amend corporate governance policies according to the cabinet resolution on 24 January 2011 which stipulated that on the cabinet resolution date, any person who acts as directors in more than 3 private enterprises and/or legal entities where private enterprises are shareholders, that person must resign his position or be forced to resign by an authorized officer within 90 days as from the cabinet resolution date. 6. Activities to Promote Corporate Governance and Ethics - To include a course on good corporate governance in the staff orientation. - To arrange workshops to promote corporate governance for intermediate officers at the head office and all 6 airports under AOT’s responsibility to put ethics into practice. - To demonstrate an intent to join the Anti-Corruption Collective Action Coalition in private sector arranged by the Thai Institute of Directors (IOD), Thai Chamber of Commerce, Thai Bankers’ Association, and Thai Listed Companies Association. - To join corporate governance development of listed companies projects and 2011 Investor Relations Annual Activity for 1 year (April 2011 - March 2012). The events are the collaboration between the Stock Exchange of Thailand (SET) and TRIS Corporation Limited to enhance potential of AOT’s corporate governance and emphasize the utilization of good corporate governance principles in order to obtain the most concrete success. As a result of AOT’s continual emphasis on good corporate governance, AOT received 94 points or “Excellence” from the 2010 Corporate Governance of Listed Companies Survey performed by the Thai Institute of Directors (IOD). In addition, AOT also received 100 points or “Excellence + Great Role Model” on the quality appraisal of 2011 Annual Ordinary General Meeting from the Annual General Meeting’s Quality Appraisal Project arranged by the Thai Investors Association.


Dear shareholders,

AOT’s Audit Committee has been appointed as per AOT instruction of 459/2554 on 23 May 2011 comprising qualified individuals and independent directors as follows : Mr. Suthi Kreingchaiyapruk as Chairman, Air Chief Marshal Raden Puengpak, Air chief Marshal Bureerat Ratanavanich, Mr. Thanapich Mulapruk, and Mr. Pongsak Semson as directors and the director of the audit office as secretary. Then AOT instruction of 1088/2554 on 22 November 2011 regulated an appointment of a new audit committee, which has taken effect since 11 November 2011, comprising Mr. Pongsak Semson as Chairman, Air Chief Marshal Raden Puengpak and Ms. Chantima Sirisaengtaksin as directors, and the Director of the Audit Office as secretary. - The Audit Committee carried out its duties as assigned by the Board of Directors and in accordance with the committee charter which is in line with the Securities of Thailand’s notification regarding qualifications and operation scope of Audit Committee B.E. 2551. - In fiscal year 2011, there were 12 Audit Committee meetings participated by senior executives, concerned parties, and the auditor without involvement from executives. The Audit Committee reports were regularly and continually submitted to the Board of Directors, the pivotal points of which are as follows : - The review of quarterly financial statements for fiscal year 2011 and the report of monthly operation results prepared with the cooperation of the involved executives and the auditor to ensure that essential information of the financial reports was prepared correctly and sufficiently disclosed. Also, it must be in line with the generally accepted accounting standards.

(Mr. Pongsak Semson) Chairman of the Audit Committee

REPORT OF THE AUDIT COMMITTEE


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- Meetings with the auditor with no participation from the executives on the company’s financial statements and remarks arisen from the audit, etc. - The review of mutual transactions which may cause conflicts of interest among the stakeholders and the company. The result of such review was in accordance with the nature of business. - The preparation of quarterly Audit Committee’s report to be proposed to the Board of Directors. - The review of efficiency and effectiveness of internal control system. The provision of suggestions to the Board of Directors and the executives to improve the effectiveness of AOT’s internal control as well as the review of risk management for acceptable risk level. In addition, the Audit Committee also examined, suggested and reported the progress of internal control system as per the Rules of the Auditor General on Internal Control Standards B.E. 2001. - The review of the corporate governance’s operation result for fiscal year 2011 to ensure that the rules, regulations, laws, and listed companies’ good corporate governance principles were followed. - The supervision, suggestions, and support on the audit office’s independent operations. The review of 2011 internal audit results and the follow-up on rectifications as per suggestions in the report to create efficiency and effectiveness. Additionally, the Audit Committee also approved AOT’s 2012 internal audit plan as well as the long term internal audit plan for 2013 - 2015 prepared according to AOT’s risk factors to cover all important operation processes. Moreover, the committee also appointed and evaluated the director of the audit office’s performance. - The proposal of the auditor as well as his remuneration to the Board of Directors in order for the shareholders’ to approval to appoint the Office of the Auditor General of Thailand as the company’s auditor for 2011. - The review of Audit Committee’s charter, the approval of the Audit Office’s charter and the internal control operation manual. The Audit Committee carried out its duties independently by providing opinions and suggestions for operation improvement to attain good management. For fiscal year 2011, the Audit Committee concurred that AOT possessed the preparation process of financial reports which were in conformity with the generally accepted accounting standards, sufficient and appropriate risk management and internal control system including operations which were in compliance with rules, regulations, and concerned laws.


AOT BOARD OF DIRECTORS(DURING THE YEAR OF 2011)

1 2 3 4 5 6 7 8

1. Mr. Piyapan Champasut

4. Air Chief Marshal Bureerat Ratanavanich

7. Mr. Thanapich Mulapruk

2. Mr. Tirapol Noparumpa

5. Mr. Pongsak Semson

6. Mr. Manit Wattanasen

8. Mr. Chakarn Saengruksawong

3. Air Chief Marshal Raden Puengpak

- Chairman of Board of Directors- Independent Director (Resigned on 9 March 2011)

- Independent Director- Chairman of Remuneration Committee- Member of Corporate Governance Committee- Member of Audit Committee

- Independent Director- Member of Audit Committee- Member of Nomination Committee

- Chairman of Board of Directors- Independent Director (Resigned on 16 September 2011)

- Independent Director- Member of Audit Committee

- Independent Director- Member of Nomination Committee- Member of Risk Management Committee (Resigned on 15 September 2011)

- Independent Director- Chairman of Nomination Committee

- Director (Resigned on 21 January 2011)


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10 11 12 13 14 1516 179

9. Mr. Arkhom Termpittayapaisith

12. Mr. Suthi Kreingchaiyapruk

15. Mr. Somchai Sujjapongse - Director

10. Mr. Wutisak Lapcharoensap

13. Mr. Juanjai Ajanant

14. Mr. Thawanrat Ornsira - Director

16. Mr. Veera Ruangsooksriwong - Director

17. Mr. Serirat Prasutanond

11. Mr. Prasong Poontaneat

- Chairman of Risk Management Committee- Member of Remuneration Committee

- Independent Director- Chairman of Audit Committee- Member of Corporate Governance Committee- Member of Risk Management Committee (Resigned on 17 September 2011)

- Independent Director- Chairman of Corporate Governance Committee

- Independent Director (Resigned on 21 January 2011)

- Director and Secretary- Member of Corporate Governance Committee- Member of Risk Management Committee- President (Resigned on 1 May 2011)

- Member of Remuneration Committee


AOT BOARD OF DIRECTORS(PRESENT)

1. Air Chief Marshal Sumet Photimanee

4. Air Chief Marshal Raden Puengpak

6. Mr. Thanapich Mulapruk

2. Police Major General Peeraphan Premabhuti

5. Flying Officer Norahuch Ployyai

7. Mr. Pongsak Semson

3. Air Chief Marshal Bureerat Ratanavanich

- Chairman of Board of Directors- Independent Director

- Independent Director- Chairman of Nomination Committee- Member of Audit Committee

- Independent Director- Member of Audit Committee- Member of Nomination Committee

- Deputy Chairman- Independent Director

- Independent Director- Independent Director- Chairman of Audit Committee- Member of Nomination Committee

- Independent Director- Chairman of Remuneration Committee- Member of Audit Committee- Member of Corporate Governance Committee

1 23 4 5 6

7


19

8. Mr. Veera Ruangsooksriwong - Director

11. Mr. Arkhom Termpittayapaisith

9. Mr. Thawanrat Ornsira - Director

12. Mr. Prasong Poontaneat

13. Mr. Somchai Sujjapongse - Director

10. Mr. Wutisak Lapcharoensap

- Chairman of Risk Management Committee- Member of Remuneration Committee

- Member of Remuneration Committee

- Independent Director

- Independent Director- Chairman of Corporate Governance Committee

9 10 11 12 13 148

14. Mr. Wattana Tiengkul


1 3 5

2 4 6

Mr. Nirandra TheeranartsinSenior Executive Vice President (Regional Airports)Acting President

Mrs. Supaporn BurapakusolsriSenior Executive Vice President (Planning and Finance)

Mr. Somchai SawasdeeponSenior Executive Vice President (Engineering and Construction)

Miss Sasisubha SukontasapSenior Executive Vice President (Administration)

Mr. Nitinai SirismatthakarnSenior Executive Vice President (Business Development and Marketing)

Flying Officer Anirut ThanomkulbutraGeneral Manager of Suvarnabhumi Airport

AOT SENIOR EXECUTIVES(AS OF 30 SEPTEMBER 2011)

1 2 3 4 56


21

Mr. Montri MongkoldaowExecutive Vice President (Administration)

Mr. Sirote DuangratanaExecutive Vice President (Business Development and Marketing)

Flying Officer Passakorn SurapipithExecutive Vice President (Aerodrome Standardization and Occupational Health)

Mrs. Poolsiri VirojanapaExecutive Vice President (Planning and Finance)

Flying Officer Chaturongkapon SodmaneeExecutive Vice President (Engineering and Construction)

Mr. Amarit ThongsiriprapaExecutive Vice President (Information and Communication Technology)

7 9 11

8 10 12

9 10 1112

87


13 15 17

14 16 18

Mr. Chaowalit Paka - AriyaExecutive Vice President, Project Manager of Suvarnabhumi Airport Construction Management Office

Miss Vilaiwan NadvilaiDeputy General Manager of Suvarnabhumi Airport (Administration)

Mrs. Angkana ThantavivattananontDeputy General Manager of Suvarnabhumi Airport(Commercial Operations)

Flying Officer Wisit EiwpraphaExecutive Vice President (Regional Airports)

Flying Officer Narongchai Tanadchangsaeng Deputy General Manager of Suvarnabhumi Airport (Operations)

Wing Commander Suk PuangthumDeputy General Manager of Suvarnabhumi Airport (Engineering and Maintenance)

1413 15 181716


23

19 21 23

20 22 24

Wing Commander Prateep WichittoGeneral Manager of Don Mueang International Airport

Mrs. Rawewan NetrakavesnaGeneral Manager of Chiang Mai International Airport

Group Captain Noranit Pholakanond General Manager of Hat Yai International Airport

Miss Shanalai ChayakulCorporate Secretary

Mrs. Duangchai CondeeGeneral Manager of Phuket International Airport

Mr. Yutthana Chitrobaree General Manager of Mae Fah Luang Chiang Rai International Airport

21 22 23 242019


Board of Directors

AOT Shareholders

Audit Office

Administration • Administration Department • Legal Department • Human Resources Management Department • Human Resources Development Department • Supply Department• Medical Department

Regional Airports

Planning and Finance

The Audit Committee

The Risk Management Office

Special Operations Center

• Investor Relations Center • Corporate Strategy Department • Budgeting Department • Finance Department • Accounting Department

• Administration Division• Chiang Mai International Airport• Hat Yai International Airport• Phuket International Airport• Mae Fah Luang – Chiang Rai International Airport

• Suvarnabhumi Airport Administration Department • Planning and Finance Department • Special Affairs Department Medical Division

• Landside Operations Department• Airside Operations Department • Baggage Handling System Department • Security Department • Rescue and Fire Fighting Department

Administration Line

Suvarnabhumi Airport One-Stop Service Center

Aerodrome Standardsand Occupational Health

Department

Operations Line • Electrical and Mechanical Department• Airfield and Building Department Information Technology Department

Computer and Network Department Communications and Electronics Department

Maintenance Line • Customs Free-Zone and Cargo Management Center • Commercial Operations Department • Transportation Management Department

Commercial Operations Line

Don Mueang International Airport

• Business Development and Marketing Department• Business Management Department

• Aerodrome Standardization and Safety Department • Aviation Security Standard and Quality Control Department • Occupational Health and Safety Department

Business Development and Marketing • Office of Construction Management,

Suvarnabhumi Airport • Airport Development Planning Department• Engineering Project Department• Environmental Department• Maintenance Department

Engineering and Construction

Suvarnabhumi Airport Business Unit

The Nomination Committee

The Remuneration Committee

The Good Governance Committee

The Risk Management Committee

Corporate Secretary

Corporate Secretary Office

Corporate Communications Office

Airports of Thailand Public

CompanyLimited

Aerodrome Standardization and Occupational Health

• Information Technology and Communication Strategy Department • Information Technology Department • Computer and Network Department• Communications and Electronics Department

Information Technology and Communication


CompanyLimited

ORGANIZATION CHART



25

Board of Directors

AOT Shareholders

Audit Office

Administration • Administration Department • Legal Department • Human Resources Management Department • Human Resources Development Department • Supply Department• Medical Department

Regional Airports

Planning and Finance

The Audit Committee

The Risk Management Office

Special Operations Center

• Investor Relations Center • Corporate Strategy Department • Budgeting Department • Finance Department • Accounting Department

• Administration Division• Chiang Mai International Airport• Hat Yai International Airport• Phuket International Airport• Mae Fah Luang – Chiang Rai International Airport

• Suvarnabhumi Airport Administration Department • Planning and Finance Department • Special Affairs Department Medical Division

• Landside Operations Department• Airside Operations Department • Baggage Handling System Department • Security Department • Rescue and Fire Fighting Department

Administration Line

Suvarnabhumi Airport One-Stop Service Center

Aerodrome Standardsand Occupational Health

Department

Operations Line • Electrical and Mechanical Department• Airfield and Building Department Information Technology Department

Computer and Network Department Communications and Electronics Department

Maintenance Line • Customs Free-Zone and Cargo Management Center • Commercial Operations Department • Transportation Management Department

Commercial Operations Line

Don Mueang International Airport

• Business Development and Marketing Department• Business Management Department

• Aerodrome Standardization and Safety Department • Aviation Security Standard and Quality Control Department • Occupational Health and Safety Department

Business Development and Marketing • Office of Construction Management,

Suvarnabhumi Airport • Airport Development Planning Department• Engineering Project Department• Environmental Department• Maintenance Department


Suvarnabhumi Airport Business Unit

The Nomination Committee

The Remuneration Committee

The Good Governance Committee

The Risk Management Committee

Corporate Secretary

Corporate Secretary Office

Corporate Communications Office


CompanyLimited


• Information Technology and Communication Strategy Department • Information Technology Department • Computer and Network Department• Communications and Electronics Department



CompanyLimited


25


GENERAL INFORMATION

Company Name : Airports of Thailand Public Company Limited (AOT)

Registration Number : PLC 0107545000292

Business : Airport operator and other services related to aviation and transport

Number of Common Stock : 1,428,570,000 shares, par value at 10 Baht per share

Shareholders : The Ministry of Finance is the major shareholder with a 70% stake,

with the rest held by institutes and retail investors

Listed Date : 11 March 2004

Accounting Period : 1 October - 30 September

Website : http://www.airportthai.co.th

Contact : HeadOffice

333 Cherdwutagard Road, Srikan, Don Mueang, Bangkok 10210

Tel. 0 2535 1111

Fax 0 2535 4061, 0 2504 3846

Corporate Secretary Office : Tel. 0 2535 5858,

Fax 0 2535 5540

E-mail: [email protected]


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Investor Relations Center : Tel. 0 2535 5900

Fax 0 2535 5909


Corporate Communications Office : Tel. 0 2535 3738

Fax 0 2535 4099


Registrar : Thailand Security Depository Company Limited

2/7 Moo 4 (North Park Housing Project) Vibhavadi Rangsit Road,

Thungsonghong, Laksi, Bangkok 10210

Tel. 0 2596 9000, 0 2596 9302-11

Fax 0 2832 4994-6

Or : 62 The Stock Exchange of Thailand Building

4th and 7thfloor,RatchadapisekRoad,KlongToey,Bangkok10110

Tel. 0 2229 2800

Fax 0 2359 1262-3

Auditor : OfficeoftheAuditorGeneralofThailand

Rama 6 Road, Samsen Nai, Bangkok 10400

Tel. 0 2273 9674-91

Fax 0 2618 5883

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SUMMARY OF AOT’S FINANCIAL INFORMATION

2011 2010 2009 (Adjusted) (Adjusted)

Operating Results (Million Baht)

Operating revenues 28,640.69 24,032.62 21,502.39

Operating expenses 21,432.92 19,629.66 18,511.13

Operatingprofit 7,207.77 4,402.96 2,991.27

Netprofit(loss) 2,528.30 2,039.25 (4,250.90)

Financial Position (Million Baht)

Totalassets 147,119.79 141,588.99 144,140.74

Totalliabilities 75,565.21 71,743.19 75,760.10

Shareholders’equity 71,554.58 69,845.80 68,390.65

Financial Ratios

Liquidityratio(X) 1.91 2.00 1.88

Netprofittooperatingrevenuesrate(%) 8.83 8.49 (19.77)

Returnonequity(%) 3.58 2.85 (5.87)

Returnonassets(%) 1.75 1.40 0.49

Debt/equityratio(X) 1.06 1.03 1.11

Bookvaluepershare(Baht) 49.99 48.76 47.71

Earnings(loss)pershare(Baht) 1.77 1.43 (2.98)

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Income from Operation of 2011

Categorized by organization structure

HeadOffice - -

DonMueangInternationalAirport 645.36 2

SuvarnabhumiAirport 23,603.38 83

RegionalAirports 3,805.80 13

SuvarnabhumiAirportHotel 586.15 2

28,640.69 100

Categorized by types of income

LandingandparkingCharges 4,370.34 15

PassengerServiceCharges 12,334.06 43

AircraftServiceCharges 465.00 2

OfficeandStatePropertyRents 1,718.26 6

ServiceRevenues 3,311.25 12

ConcessionRevenues 6,441.77 22

28,640.69 100

Unit : Million Baht %

6%OfficeandStatePropertyRents

83%SuvarnabhumiAirport

43%PassengerServiceCharges

15%LandingandparkingCharges

2%SuvarnabhumiAirportHotel

13%RegionalAirports

22%ConcessionRevenues

12%ServiceRevenues

2%DonMueangInternationalAirport

2%AircraftServiceCharges


30

Categorized by expenses

PersonelExpenses 3,871.15 18

ManagementRemuneration 62.95 0

OperatingExpenses 6,081.07 28

RepairsandMaintenance 2,304.69 11

StatePropertyRental 1,247.40 6

DepreciationandAmortization 7,865.65 37

21,432.92 100


Sources of Expenses from Operation of 2011

3%SuvarnabhumiAirportHotel

7%RegionalAirports

6%StatePropertyRental

8%HeadOffice

3%DonMueangInternationalAirport

79%SuvarnabhumiAirport

37%DepreciationandAmortization

11%RepairsandMaintenance

18%PersonelExpenses

28%Operating Expenses

Categorized by organization structure

HeadOffice 1,628.69 8

DonMueangInternationalAirport 721.76 3

SuvarnabhumiAirport 17,024.26 79

RegionalAirports 1,470.27 7

NewBangkokInternationalAirportCo.,Ltd. 0.02 0

SuvarnabhumiAirportHotel 587.93 3

21,432.92 100


31

Airports of Thailand Public Company Limited and SubsidiariesExplanations and Analysis of Financial Statements for the Years Ended

30 September 2011 and 2010

The aid measures for the year 2010 provided to airlines and operators, which still have ef-fects on operation results, are as follows :

1) The10%decreaseoflandingfeeand20%

decreaseofparkingfeeforaperiodof10monthsforevey

flightfromMarch–December2010(Airlineswhichhave

acceptedthereductionrateofthesaidfeefromotherAOT

programs,thehighestreductionrateofonlyoneprogram

shallbeappliedexcludingtheNewIncentiveScheme

forSuvarnabhumiAirport).

2) TheReductionofconcessionfeesforthose

thathaveAOT’spermitorenteredintoanagreement

before25November2008.

2.1 Thefixedrateofconcessionfeeswere

reducedby5%for10monthsfromMarch–December2010.

2.2 Incaseofconcessionfeescalculatedin

percentagewithminimumguaranteerequired.

(1)As for those contracts with more

than 5-year-duration, the exercise of the percentage

concessionfeesandtheminimumguaranteeweretobe

postponedfromthesecondyearofthecontracttothe

fourthyear.Also,asfromthethirdyearofthecontract

onwards, the postponement of the above-mentioned

feeswastobeinthesamemannerasinthesecond

yearofthecontractuntilitsexpiration.

(2)As regards 3-5 year contracts, the

postponementpolicyisasfollows:

-The percentage concession fees and

theminimumguaranteeweretobeappliedinthethird

yearofthecontractinsteadofthefirstyear.

-Boththeabove-mentionedfeeswereto

beexercisedinthefourthyearofthecontract(ifany)

insteadofthesecondyear.

-Theabove-mentionedfeesweretobe

imposedinthefifthyearofthecontract(ifany)instead

ofthethirdyear.

3)ANewIncentiveSchemeforSuvarnabhumi

Airport

AOTgavediscountsonthelandingfeetoscheduled

flightsparticipatedintheprogram.Thediscountswere

calculated in percentage based on the airlines’ fees

incurred in 2010 and such rate was in proportion

withtheincreasednumberofinternationalpassengers

at Suvarnabhumi Airport in 2010 compared to the

numberin2009.Thefeereductionwascalculatedfrom

1January–31December2010.

The aid measures for airlines and operators at Suvarnabhumi Airport and Don Mueang International Airport affected by political unrest during April – December 2010 are as follow:

1) Thesemeasuresweretobeprovidedspecifi-

callyfortheprojectsoractivitieshavingwrittenconsent

fromAOTorthoseenteredintoanagreementpriorto

31March2010.

2) Thedecreaseof15%oflandingfeeand50%

ofparkingfeeforaperiodof9monthsforeveryflight

fromApril–December2010(Airlineswhichhavealready

acceptedthereductionrateofthesaidfeesfromother

AOTprograms,thehighestreductionrateofonlyone

programshallbeappliedexcludingtheNewIncentive

SchemeatSuvarnabhumiAirport).

3) The10% reductionof rents and/or service

charge for every tenant for 9 months from April –

December2010.

32

Contract Duration Extension

Decrease

April–June2010 30%

July–September2010 20%

October–December2010 10%

<3years 6months

3years 8months

5years 1year

8years 1yearand8months

≥10years 2years

4) The reduction of concession fees are as

follows:

4.1 The decreased rate of fixed concession

fees were to be implemented for 9 months from

April–December2010asfollows:

4.2 In case of the percentage concession

feeswithminimumguaranteeonlyconcessionfeeswere

leviedaccordingtothesaleswithnominimumguarantee

tobepaidfor9monthsfromApril–December2010.

Thecollectionofsuchfeeswastobepostponedfrom

thecurrentyearofthecontracttothefollowingyear

untilitsexpirationandtheminimumguaranteeofthe

remainingmonthsofthecurrentcontractweretobe

averagedequally.

Ifthepercentageconcessionfeeswere

higher than the minimum guarantee, the minimum

guaranteewereimposedinordertocreatefairness.

Thoseoperatorswhohadalreadyreceived

adiscountfromanyotherprojectwereentitledtoenjoy

theprivilege fromonlyoneproject using thehigher

rateofdiscount.

Asforthosewhohadalreadypaidtheir

feeswhichwerelowerthanwhatrequiredfromtheaid

measureproject,theadditionalfeeswerewaivedduring

theperiodofJanuary–December2010.

5) Theduedates for thepayment of landing

and parking fee, rents, and concession fees for the

period of July –December 2010were extended by

4monthswithnofine.

6) The duration of contracts of commercial

operators at Suvarnbhumi Airport and Don Mueang

International Airport was extended by 6 months –

2 years according to theproportion of the contract

duration,thedetailsofwhichareasfollows:

Thisalsoappliedtolimousinerentalcontractswith

driversatSuvarnbhumiAirport as theyweredirectly

affectedbythepoliticalunrest.Inaddition,ifthecars

werewellmaintainedtohaveaconditionofnomore

than5-year-oldcars for thewholecontractduration,

thecontractwasextendedforanotheryearmakingit

2yearsintotal.

7) Incaseoftheoperatorswhowerepermitted

tooperateaccordingtotheActonPrivateParticipa-

tioninStateUndertakingB.E.2535aswellasother

caseswhichhadtoabidebythecontract,stepsand

proceduresasstipulatedby the lawor thecontract

wereimplemented.

8) Theoperatorshadtowaivetheirfeestothe

airlinesorpassengersattheratenotlowerthanwhat

theyreceivedfromAOT.

1. Operating Results of Airports of Thailand

Public Company Limited and Its Subsidiaries

AOT’s 2011 operating results starting from

1October2010–30September2011comparedtothe

sameperiodin2010,AOT’stotaloperatingrevenuewas

28,640.69millionBaht,anincreaseof4,608.07millionBaht

or19.17%.Theoperatingexpensestotalled21,432.92

millionBaht, an increaseof1,803.26millionBahtor

9.19%.Totaloperatingincomewas7,207.77millionBaht

whichincreasedby2,804.81millionBahtor63.70%.With

theinclusionsofotherincomesof920.59millionBaht,

33

otherexpensesof2,237.82millionBaht,financialcosts

of2,223.81millionBaht,lossonminorityinterestsof

43.88millionBaht,andincometaxexpensesof1,182.31

millionBaht,AOT’snetprofitwas2,528.30millionBaht,

anincreaseof489.05millionBahtor23.98%.Earnings

persharewas1.77Bahtcomparedto1.43Bahtin2010.

Unit : Million Baht

Increase 2011 2010 (Decrease) %

TotalOperatingrevenues 28,640.69 24,032.62 4,608.07 19.17

-Aeronauticalrevenues 17,169.41 14,005.95 3,163.45 22.59

-Non-aeronauticalrevenues 11,471.28 10,026.67 1,444.62 14.41

TotalOperatingexpenses 21,432.92 19,629.66 1,803.26 9.19

Operatingincome 7,207.77 4,402.96 2,804.81 63.70

Totalotherincomes 920.59 966.26 (45.67) (4.73)

Totalotherexpenses 2,237.82 166.38 2,071.44 1,245.03

Financialcosts 2,223.81 2,389.71 (165.09) (6.94)

Netprofit 2,528.30 2,039.25 489.05 23.98

Aeronautical revenues of 17,169.41 million

Baht, increased by 3,163.45million Baht or 22.59%.

Therisewasduetotheincreasedairtrafficvolumeof

6airportswiththenumberofaircraft,passenger,and

cargomovementsincreasedby14.43%,15.46%,and

3.97%respectively.

Non-aeronautical revenues of 11,471.28

millionBaht, an increaseof1,444.62millionBahtor

14.41%.Thegrowthresultedfromtheincreasedpassenger

volumewhichaffectedthehigherconcessionrevenues

includingthefactthattheaidmeasuresforairlinesand

operatorshadendedinDecember2010.

Operating expensesof21,432.92millionBaht,

anincreaseof1,803.26millionBahtor9.19%comprised:

-Personnel expenses and managment’s

remunerationstotaled3,934.11millionBaht,increasedby

52.45millionBahtor1.35%asaresultofanincrease

inannualpensionforemployees.

-Operatingexpensesof6,081.07millionBaht,

an increase of 532.22 million Baht or 9.59%.

The crucial causes were property tax, private

sector contracting fee, the increased electricity

costs and insurance premium. Additionally, some

operatingexpenseshadbeenincreasedinlineofan

increase in operating revenues such as passenger

service charges collecting fee and limousine service

contracts,etc.

-Repairs and maintenance expenses of

2,304.69millionBahtincreasedby764.93millionBaht

or49.68%.Theincreasewasduetothehighercostsof

repairsandmaintenanceofelectricalhardware,elevator,

escalator,air-conditioners,taxiwaysandrunways.Some

werepreventivemaintenanceandsomewerepartsofthe

maintenancecontractswhichincludedpartstoprovide

readinessoftheequipment.

-The state property rental was 1,247.40

millionBaht,anincreaseof213.25millionBahtor20.63%

accordingtohigheroperatingrevenues.

-Thedepreciationandamortizationof7,865.65

millionBaht,anincreaseof240.31millionBahtor3.15%

duetotheassetincrease.

Other lncomes of 920.59 million Baht, a

decreaseof45.67millionBahtor4.73%resultingfrom

thedecreaseofthegainonsaleofinvestmentandother

34

incomesof263.16millionBaht (lastyear theshares

ofKingPowerDutyFreeCo.,Ltd.andFuelPipeline

TransportationLtd.weresoldat185.53millionBaht)

butinterestincomeincreasedby217.49millionBaht.

Other expenses of 2,237.82 million Baht,

increasedby2,071.44millionBahtconsistedof:

1) Foreign exchange loss of 1,538.12 million

Baht was due to the Yen appreciation compared

to last year which affected the loss on the foreign

exchangerateadjustmentattheendoftheaccounting

periodof6,152.03millionBahtandaftertakinggainon

foreignexchangefromthecrosscurrencyswapcontract

of4,613.91millionBaht,thetotalforeignexchangeloss

was1,538.12millionBaht.Theexchangeratecompari-

sonsareasfollows:

30September2011 41.0878 31.3072 30September2010 36.7503 30.5578

30September2010 36.7503 30.5578 30September2009 37.6809 33.6972

Increase 4.3375 0.7494 Decrease (0.9306) (3.1394)

Exchange Rate Exchange Rate

Baht/100 Yen Baht/US$ Baht/100 Yen Baht/US$

2) Lossonimpairmentofassetswas357.88

millionBaht.becauseAOThadrecordedimpairmentloss

onMaeFahLuang-ChiangRaiInternationalAirport

inanamountof294.47millionBahtasaresultofthe

impairmentindicationofsuchassetshadbeenfound.

Fromtheimpaimenttest,thevalue-in-useofsuch

assets is lower than the carrying amount. However,

AOT hired a competent consultant to appraise the

impairmentincompliancewithThaiAccountStandard

No.36“ImpairmentofAssets”.

3)Otherexpensesamountedto341.82million

Baht.Themaincausewastheprovisionforliabilities

arisenfromalawsuitagainstAOTwhichthecivilcourt

ruledthatAOTpaytheplaintifftheamountof331.47

million Baht with interest. The court case is being

appealed.

Financial coststotaled2,223.81millionBaht,

adecreaseof165.90millionBahtor6.94%.Thiswasa

resultofthedecreaseof157.41millionBahtininterest

expensesfromthefinancial institutionswhichwasin

turntheresultoflowerloanamountduetoprincipal

repayment and thedecreaseof 8.49millionBaht in

interestexpensesfromfinancialleasedasset.

2. Financial Statements of Airports of

Thailand Public Company Limited and Its Subsidiaries

as of 30 September 2011

Assets, Asof30September2011,AOThadthe

totalassetsof147,119.79millionBaht,anincreaseof

30September2010for5,530.80millionBahtor3.91%.

Thedetailsareasfollows:

Unit : Million Baht


Currentassets 31,954.28 28,289.02 3,665.26 12.96

Long-terminvestments 6,151.59 5,358.26 793.33 14.81

Plantandequipment-net 89,707.05 92,507.24 (2,800.19) (3.03)

Assetsunderconstruction 6,696.62 6,925.79 (229.17) (3.31)

Othernon-currentassets 12,610.25 8,508.68 4,101.57 48.20

Totalassets 147,119.79 141,588.99 5,530.80 3.91

35

Current assets, with the total of 31,954.28

millionBaht,an increaseof3,665.26millionBaht,or

12.96%,duetotheincreaseintheshort-terminvestment.

Long-term investment, with the total of

6,151.59millionBaht,anincreaseof793.33millionBaht,

or14.81%,duetotheincreaseinthefixeddeposits.

Plant and equipment-net, with the total of

89,707.05millionBaht,adecreaseof2,800.19million

Baht,or3.03%,due to theannualdepreciation,and

amortizationalongwiththerecordoflossonimpairment

ofassetofMaeFahLuang-ChiangRaiInternational

Airport.

Assets under construction,withthetotalof

6,696.62 million Baht, a decrease of 229.17 million

Baht,or3.31%,duetothecompletedassethadbeen

transferredtoplantandequipment.

Other non-current assets, with the total

of 12,610.25 million Baht, an increased 4,101.57

millionBaht,or48.20%,duetotheYenappreciation

which increased the value of Cross Currency Swap

contract.

Liabilities.Asof30September2011,AOT’s

liabilitiesamountedto75,565.21millionBaht,anincrease

of3,822.02millionBahtor5.33%.Thedetailsareas

follows:

Unit : Million Baht


Currentliabilities 16,758.96 14,176.72 2,582.24 18.21

Long-termloan 57,513.61 56,196.45 1,317.16 2.34

Othernon-currentliabilities 1,292.64 1,370.02 (77.38) (5.65)

TotalDebt 75,565.21 71,743.19 3,822.02 5.33

Current liabilities,withthetotalof16,758.96


18.21%, due to the liabilities record regarding noise

impact compensation and the increase in current

porttion of the foreign loans resulting from the

Yenappreciation.

Long-term loans,withthetotalof57,513.61


2.34%,duetothestrengtheningofYencurrencywhich

increasedtheloansinforeigncurrencies.

Other non-current liabilities,withthetotalof

1,292.64millionBaht,adecreaseof77.38millionBaht,or

5.65%,duetotherepaymentoffinancialleasedliabilities.

Shareholders’ equity. As of 30 September

2011,shareholders’equitytotaled71,544.58millionBaht,

anincreaseof1,708.78millionBaht,or2.45%,dueto

theincreasednetprofit.

3. Liquidity

Asof30September2011,AOTrecordedcash

andcashequivalentswiththetotalof5,179.44million

Baht,anincreasefrom30Sepemberof1,660.53million

Bahtor47.19%.Thedetailsofthesourcesanduses

ofcashareasfollows:

16,726.22millionBahtofnetcashgainedfrom

operationactivities.

7,403.37 million Baht of net cash spent

on investment activities: investments in buildings,

equipment,andconstruction.Themoneywasalsoused

for short-term and long-term investments for better

benefits.

7,662.32 million Baht of net cash spent

on financing activities; principal repayment and loan

interests.,dividendpaymentof2010,andrepaymentof

financeleaedliabilities.


NATURE OF BUSINESS

Nature of Business As Thailand’s airport business, AOT’s main activities consist of management and airport development. Airports under its responsibility include Suvarnabhumi Airport, Don Mueang International Airport, Chiang Mai International Airport, Hat Yai International Airport, Phuket International Airport, and Mae Fah Luang – Chiang Rai International Airport. The airports provide both domestic and interna-tional flights. Suvarnabhumi Airport, the country’s main airport, was opened on 28 September 2006 to support the increasing number of passengers. It can support 45 million passengers a year, 3 million tonnes of cargo a year, and 76 flights per hour.

AOT’s two operating revenues mainly comprise aeronautical revenues and non-aeronautical revenues. The aeronautical revenues include the air-traffic- related revenues such as landing and parking fee, passenger service charges and aircraft service charges. The non-aeronautical revenues include office and state property rents, service revenues and concession revenues. In addition, AOT holds stocks in 9 companies which

provide services and products related to the company’s aviation business such as Suvarnabhumi Airport Hotel Company Limited, Airport Duty Free Company Limited, Thai Aviation Refuelling Company Limited, Phuket Air Catering Company Limited, Airport Associated Company Limited, Don Mueang International Airport Hotel Company Limited, Bangkok Aviation Fuel Services Public Company Limited, Thai Airports Ground Services Company Limited, and Trade Siam Company Limited.

The market condition, the industry sector’s tendency, the situation of the future’s competition and the government’s policy to emphasize development of airports, particularly Suvarnabhumi Airport, to become an aerotropolis, a hub for the air cargo transportation and tourism of Asia and the world were initiated. The Tourism Authority of Thailand’s proactive tourism policy also aimed at expanding new tourist markets. The ASEAN countries mutually agreed upon freedom of the air policy, along with increasing flexibility of rules and regulations


37

concerning air transportation. As regards the future progress of AOT, the Airports Council International (ACI) predicted that the growth rate of worldwide passengers in the next 20 years (2008 - 2027) would be 4.2% per annum on average. The growth rate of Asia-Pacific passengers would be 6.3%, which is higher than that in every region due to the development of air transportation and the rapid growth of the Chinese and Indian economies.

The freedom of the air policy and the expansion of the economy as well as international trade allowed low cost carriers to have access to the domestic and international markets. Thus, this creates rapid growth of airline quantity and flight frequency. It was estimated that the increase of the Chinese and Indian population with moderate income would enable the low cost carriers of Asia-Pacific to expand greatly in the future. In addition, technical innovations to new aircraft, such

as the A380, will help the overall air transport system to increase its efficiency, reduce its capital and decrease flight times, as an aircraft can fly directly to its destination without stopping. This in turn leads to new flight routes and more competition opportunities. As ticket prices are reduced, people can gain more access to air transport services. Furthermore, communication technology has developed at a fast pace, allowing passengers to easily search information on tourist attractions and business resources as they need. Air passengers can also make quick reservations by themselves at lower cost. However, the flood has been widespread and has affected many provinces of Thailand in the last quarter of 2011. It is the main factor that affects the number of foreign tourists, who has avoided coming to Thailand. The growth of air traffic has been affected and the tourism industry as well as the investment has been reduced.

38

AOT emphasizes the implementation of risk

management as one of the main mechanisms to

continually manage the organization. AOT’s risk

framework comprises 3 main parts as follows :

1. Risk Governance

1.1 The Risk Management Committee : As

appointed by AOT Board, the Risk Management Committee

consists of a director as Chairman of the committee,

while the President as member and secretary, the Senior

Executive Vice President (Planning and Finance)

and the Director of the Risk Management Office as

assistant secretaries. The committee’s responsibilities

are to regulate policies, risk management framework,

and give advice to the Board and the management on

organization’s risk management.

1.2 The Risk Management Working group:

As appointed by the Risk Management Committee,

AOT Risk Management Working Group consists of the

President as Chairman, the Senior Executive Vice President

(Planning and Finance) as Vice Chairman, Senior

Executive Vice Presidents from every department

and General Managers of Suvarnabhumi Airport and

Don Mueang International Airport as members, Risk

Risk ManageMent

39

Management Office’s Director as member and secretary,

and Deputy Director of Risk Management Office as member

and assistant secretary. The working group is responsible

for the organization’s risk management and operations

according to the Risk Management Committee’s policies.

1.3 AOT Internal Control System and Risk

Management Working Group: General Managers of

regional airports and AOT’s directors set up Internal

Control System and Risk Management Working Group

to be responsible for risk management and internal

control of regional airports and AOT sectors.

1.4 Risk Management Office : The office is

responsible for supporting operations according to the

risk management framework.

2. Risk Management Infrastructure comprises :

2.1 Risk management policies and manual

2.2 Risk map

2.3 Risk assessment criteria

2.4 Risk appetite

2.5 Risk management database and tools

2.6 Risk management framework

3. Risk Management Process

3.1 Objective setting

3.2 Risk identification

3.3 Risk analysis and assessment

3.4 Risk responses

3.5 Measure identification and additional

control

3.6 Monitoring and reporting

In fiscal year 2011, AOT’s risk conditions are as follows :

1. AOT’s management may not be able to manage

District Cooling System and Power Plant Company

Limited (DCAP) to permanently control cooling

temperature of water for passenger terminals and

concourse terminals as specified in the contract.

Due to the success of the opening of Suvarnabhumi

Airport since 2006, AOT, as the operator of Thailand’s main

international airports, is committed to manage every

airport under its responsibility to be in accordance

with international standards in order to create safety

and maximum satisfaction to customers, especially

passengers and airlines. The airport’s atmosphere in

the passenger terminals is the basic factor to create

satisfaction to passengers and reflects the overall

image of the airport.

40

Glass is the main structure of the passenger termi-

nals’ architecture which affects the atmosphere and tem-

perature in some seasons. District Cooling System and

Power Plant Company Limited (DCAP) has an important

role in supplying cool water to the passenger and

concourse terminals which directly affects the required

temperature. As a result, in order to create satisfaction

and overall image of Suvarnabhumi Airport, DCAP and

AOT have initiated many projects such as the installation

of Helper Cooling Tower, Electric Chiller, and additional

split-type air-conditioners to create desired temperature

in the buildings.

2. Unachieved targets of phase 2 of Suvarnabhumi

Airport Development Project.

AOT proposed Suvarnabhumi Airport Development

Project worth 62,503.214 million Baht to the cabinet for

an approval. The cabinet meeting on 24 August 2010

passed a resolution to approve the project (2011 – 2016

fiscal years) in principle with objectives and goals to

increase capacity of Suvarnabhumi Airport to

accommodate 15 million more passengers per year

from 45 million to 60 million (48 million of which are

international passengers and 12 million are domestic).

The project comprises the eastern extension of the

main terminal building, the construction of the satellite

1, public utilities system, and the employment of project

management consultant. The implementation period is

6 years (2011 – 2016 fiscal years).

At the end of fiscal year (30 September 2011),

Suvarnabhumi Airport’s passenger volume was 47.8

million which exceeded its capacity of 45 million.

Consequently, there was a need to push forward the

construction of Suvarnabhumi Airport Development Plan

to cope with the change. In addition, AOT Board has

approved the study result of the development plans

for Don Mueang International Airport and Suvarnab-

humi Airport carried out by ICAO and IATA to be used

as guidelines for the preparation of the development

master plan of the airports’ system. As approved by the

cabinet on 24 August 2010, the construction of domestic

passenger terminal is to be done together with the

construction of the 3rd runway which is in addition to

the Terms of Reference (TOR) and Project Management

Consultant (PMC). This has delayed Suvarnabhumi

Airport Development Plan (2011 – 2016 fiscal years) as

the scope and details of the employment contract and a

new project management consultant need to be reviewed.

Approval of budget and additional scope and details

of the employment contract also needs to be obtained

from the cabinet. Furthermore, the National Environment

Board’s approval is to be acquired for the study of

Strategic Environment Analysis (SEA), Environment

Impact Analysis (EIA), and Health Impact Analysis

(HIA). If the issues cannot be achieved within the

corresponding timeframe with Suvarnabhumi Airport

Development Plan, it is expected to be implemented

during 2012 – 2017 fiscal years.

41

In order to solve congestion problem at Suvarnabhumi

Airport, the government’s policy is to increase its

capacity to be able to handle more than 65 million

passengers per year. Also, ICAO’s study recommended

that domestic passenger terminal be built to alleviate

the problem, hence AOT’s plan to construct a domestic

passenger terminal with the capacity to accommodate

20 million passengers per year. After the completion

of both projects, Suvarnabhumi Airport will be able to

accommodate more than 80 million passengers a year.

The TOR has been provided in Thai as suggested

by the Office of the Attorney General to enable the

second phase of Suvarnabhumi Airport Development

Plan to achieve the target. In addition, there is a plan

to employ a Project Management Consultant (PMC)

to manage the development project of Suvarnabhumi

Airport (2010 - 2016 fiscal years) and the construction of

domestic passenger terminal complex. The construction

design has also been adjusted to be in line with the

current situation as there are 46 million passengers

which are more than the airport’s capacity.

3. Unachieved targets of Phuket International Airport

Development Project (2010 – 2014 fiscal years)

Phuket International Airport Development Project

was approved by AOT Board on 25 June 2009. The

resolution to move the project forward was reached

by AOT and the meeting of the Council of Economic

Miniters of 8/2553, on 12 July 2010, presided over by

Mr. Abhisit Vejjajiva as the Prime Minister. The main

work comprised the construction of taxiways, ramps,

international passenger terminal, and the renovation of

the existing terminal to be the domestic passenger

terminal, the design of which is in progress. The Green

Building and energy-saving concepts are the terminal’s

prominent features using environment-friendly materials.

The project will be completed in 2014 which will enable

the airport to handle 12.5 million passengers.

Presently, Phuket International Airport is facing

congestion problem and anticipating the number of 7.96

million passengers by the end of the fiscal year while

its capacity is only 6.5 million passengers per year. This

causes Phuket International Airport to speed up the

capacity improvement by exercising short-term plan to

ease the problem such as renovation of the passenger

terminal, the increase of seats in the waiting areas,

and the improvement of baggage conveyor system, etc.

The fact that Phuket International Airport is

adjacent to 402 Highway and surrounded by conservation

and populated areas limits the airport’s improvement.

Therefore, the National Environment Commission’s

approval may not be able to obtain. Additionally, a

large amount of compensation is needed to compensate

the environmental impacts. The other hindrance is the

removal of public utilities on the east and west (09/27)

3,000-metre runways which cannot be lengthened as

it is next to the Andaman Sea, where sea turtles are

conserved.

AOT has hired a consultant to study the

environmental impacts of Phuket International Airport

Development Project both construction and operation

parts, taken suggestions from the public as well as

stakeholders, monitored the consultant’s study so that

it is in accordance with the report on the environmental

impact study of the Office of Natural Resources

and Environmental Policy and Planning, and rectified

and added information as suggested by the Expert

Commission of the Office of Natural Resources and

Environmental Policy and Planning and the National

Environment Board to reduce the risk of not getting

approval. The consideration of the study report and the

added information suggested by the two offices may take

a long time, thus AOT’s responsible unit was assigned

to coordinate with the Secretary Office of the Office of

Natural Resources and Environmental Policy and

Planning’s Expert Commission to provide the company

with additional suggestions prior to the next board meeting

to enable the consultant to prepare the information or

additional suggestions to propose to the board.

4. AOT may have to pay a large amount of compensation

incurred from lawsuits filed by contractors

42

AOT had to comply with the government’s policy

to have Suvarnabhumi Airport operate commercially in

2006 and increase its capacity of handling 30 million

passengers per year to 45 million passengers per year.

The construction was thus speeded up to be completed

in time and there were many changes during the

construction to comply with the necessity and suitability

of the airport’s operators. This caused dispute between

AOT and its contractors which may cost a lot of money

to settle the lawsuits.

AOT has prudently considered the matter with

utmost care to provide justice in the dispute and

the procedures must be in accordance with related

regulations. It must also comply with conditions of

every contract and coordinate with relevant individuals

to proceed with and complete the contracts’ process

for quick payment to reduce the dispute’s problems.

AOT has also appointed two sub-committees to consider

technical and engineering problems at Suvarnabhumi

Airport and to check legal issues. Representatives of the

Office of the Attorney General act as a sub-committee

to closely give advice on the dispute settlement, to

negotiate with the disputants, and to strictly fight the

cases as approved by the Board.

5. Suvarnabhumi Airport may be ranked below the 24th

of the ASQ in 2011.

Airport Service Quality Program (ASQ) was

initiated by the Airports Council International (ACI), the

head quarter of which is in Geneva, Switzerland. This

program is participated by leading airports all over the

world including Suvarnabhumi Airport, which was the

98th participant in 2007.

The program’s main objective is to survey the

passengers’ satisfaction using standard questionnaire

worldwide on 34 important issues such as transportation

system, boarding pass checking, immigration, restaurants,

shops, hygiene, and atmosphere in passenger terminals, etc.

AOT’s participation in the program aims to use

passengers’ opinions regarding the airport’s service in

each topic as guidelines to improve the services to

comply with international standards.

In 2011, AOT realized the risk factors which could

affect Suvarnabhumi Airport’s ranking to be below 24th

due to the number of passengers which exceeded the

passenger terminals’ capacity. It is predicted that in

2011, there will be approximately 46 million passengers.

In addition, more new airports with standard and

credibility accepted by world’s leading airport have

applied to be ASQ’s members. As of June 2011, there

were 182 members. This has created competition,

development and continual service improvement.

As a result, the attempts in 2011 have created

important projects such as passenger congestion

management while the second phase of Suvarnabhumi

Airport’s development plan and the service efficiency

assessment improvement project are under progress to

reduce passenger congestion.

6. AOT may not be able to disburse investment budget

from the approved budget

In 2011, AOT had an investment budget to

develop and increase basic infrastructures and facilities

of the airports under AOT’s responsibility. This aims to

increase services’ efficiency, reduce passenger congestion

due to the increasing air traffic, and boost safety level

for passengers.

If the disbursement of investment budget is

delayed and not carried out as regulated in the disbursement

plan, AOT will not have available assets to operate as

planned. Offices responsible for the payment has prepared

investment budget disbursement and appointed a working

group to push forward the annual payment. The working

group also assigned Senior Executive Vice Presidents

from every functional line to speed it up. This is the

indicator of the capability which is used as assessment

of the executives’ performance.

To manage the risk of the disbursement failure,

AOT Risk Management Working Group has assigned

the units undertaking the disbursement to analyze its

43

capability of each item and examine the suitability of

budget utilization to be used in the next disbursement.

7. AOT must document Don Mueang International

Airport’s impairment of asset in the financial statements

According to the 36th edition of Accounting

Standard on the subject of asset impairment,

companies are required to examine their asset

impairment to be sure that their asset value is not

higher than the anticipated return value of that asset.

However, if the asset value, obtained from the use or

sale of that asset, is higher than the anticipated value,

this causes asset impairment and Accounting Standard

requires the company to include the loss incurred from

the impairment in the statements of income.

The 2009 indicator showed that there might

be asset impairment in the value of Don Mueang

International Airport’s buildings and equipment worth

4,960.00 million Baht but the reliable anticipated value

was unable to obtain in order to determine as to whether

the asset was impaired and if so, how much. Due

to the asset utilization plan of Don Mueang Interna-

tional Airport, the Council of Economic Ministers had a

resolut ion to assign the Off ice of Nat ional

Economic and Social Development Board and the

Ministry of Transport to study the suitability of

Suvarnabhumi Airport’s and Don Mueang International

Airport’s development plans.

The Ministry of Transport assigned AOT to hire

the International Air Transport Association (IATA) to study

the issue. The study was completed on 10 November

2010 and AOT has already concluded the results to

the ministry.

AOT hired a consultant to evaluate Don

Mueang International Airport’s impairment of asset

by acquiring the expected return value through the

calculation of the asset utilization, so that the

asset value is in accordance with the above-mentioned

principle of Accounting Standard. The result showed

the impairment of the whole amount of asset value

of Don Mueang International Airport. Therefore, in

order to correctly document the issue according to the

Accounting Standard at the end of fiscal year 2011,

AOT has adjusted the loss from the airport’s asset

impairment of 4,906.22 million baht as if the loss had

been acknowledged in 2009 with no effect on the net

profit in 2011. Nevertheless, the procedure has not

yet passed the inspection of the Office of the Auditor

General of Thailand (OAG).

With the implementation according to risk

management plan in fiscal 2011, AOT has managed

risks according to the goals which include the

5 risk-acceptable situations as follows :

1. AOT’s management could not permanently man-

age District Cooling System and Power Plant Company

Limited (DCAP) to control cooling temperature of water for

passenger terminals and concourse terminals as

specified in the conditions of contract.

2. Phuket International Airport Development Plan

(2010-2014 fiscal years) did not go as planned.

3. AOT may have to pay a large amount of

compensation incurred from lawsuits filed by contractors.

4. Suvarnabhumi Airport is ranked below the 24th

of the ASQ in 2011.

5. AOT may not be able to disburse investment

budget from the approved budget.

Except for risky situations, AOT must impairment-

Don Mueang International Airport’s asset impairment

in its financial statements. The company has accepted

the risks. With regards to the risks from phase 2 of

Suvarnabhumi Airport Development Project which did

not go as planned, the company has not been able to

manage the risks according to the goals. Neverthe-

less, AOT will consider the risks of the project as risky

situations according to the company’s risk management

plan of next year.

Green Airportรายงานประจำ�ป 2554 บรษท ทาอากาศยานไทย จำ�กด (มหาชน)44

ทอท.มทนจดทะเบยน 14,285,700,000.-บาทแบงเปนหนสามญ 1,428,570,000หน มลคาทตราไวหนละ 10.-บาท

ชำาระเตมมลคาแลว

รายชอผถอหนรายใหญ ณ วนท 23 ธนวาคม พ.ศ. 2553บรษท ทาอากาศยานไทย จำากด (มหาชน) (ทอท.) (AOT)

โครงสรางการถอหน

1 กระทรวงการคลง 1,000,000,000 70.000

2 NORTRUSTNOMINEESLTD. 71,000,000 4.970

3 STATESTREETBANKANDTRUSTCOMPANYFORAUSTRALIA 40,867,400 2.861

4 CHASENOMINEESLIMITED1 34,791,750 2.435

5 NORTRUSTNOMINEESLIMITED-MELBOURNEBRANCH 29,469,700 2.063

FUTUREFUNDCLIENTS

6 บรษทไทยเอนวดอารจำากด 21,561,819 1.509

7 สำานกงานประกนสงคม(2กรณ) 12,713,100 0.890

8 AMERICANINTERNATIONALASSURANCECOMPANY, 7,902,900 0.553

LIMITED-TIGER

9 กองทนสำารองเลยงชพพนกงานการไฟฟาฝายผลตแหงประเทศไทย 4,843,100 0.339

ซงจดทะเบยนแลว(2)โดยธนาคารกรงเทพ

10 STATESTREETBANKANDTRUSTCOMPANYFORLONDON 4,842,000 0.339

รวม 1,227,991,769 85.959

รอยละของจำานวน หนทงหมดจำานวนหน ลำาดบ ชอ/สกล

รายงานประจำ�ป 2554 บรษท ทาอากาศยานไทย จำ�กด (มหาชน)Green Airport

45

นโยบายการจายเงนปนผล

ทอท.จะจายเงนปนผลไมตำากวารอยละ25ของกำาไรสทธทเหลอหลงหกเงนสำารองตางๆทกประเภทท ทอท. ไดกำาหนดไว

อยางไรกตามการจายเงนปนผลดงกลาวจะขนอยกบแผนการลงทนความจำาเปนและความเหมาะสมอนๆในอนาคตมตคณะกรรมการ

บรษทฯ ทอนมตใหจายเงนปนผลนน ใหนำาเสนอเพอขออนมตจากทประชมผถอหน เวนแตเปนการจายเงนปนผลระหวางกาล

ใหคณะกรรมการบรษทฯมอำานาจอนมตใหจายไดและรายงานใหทประชมผถอหนทราบในการประชมคราวตอไป

ในการประชมสามญผถอหน ประจำาป 2553 เมอวนท 21มกราคมพ.ศ. 2554 ไดมมตจายเงนปนผลประจำาป 2553

ในอตราหนละ0.55บาทรวมเปนเงนทงสน785,711,227.40บาทหรอคดเปนรอยละ52.39ของกำาไรสทธของงบการเงนเฉพาะบรษท

ซงทอท.ไดจายเงนปนผลไปแลวเมอวนท9กมภาพนธพ.ศ.2554

โครงสรางเงนทนของบรษท ทาอากาศยานสากลกรงเทพแหงใหม จำากด (บทม.)

ในรอบปบญชนบรษททาอากาศยานสากลกรงเทพแหงใหมจำากดมทนจดทะเบยน50,000,000,000.-บาทแบงเปน500,000,000

หนมลคาหนละ100.-บาทณวนท 30กนยายนพ.ศ. 2554ชำาระแลว 39,029,000,000.-บาทและไดจดทะเบยนเลกกจการ

ตอกระทรวงพาณชยเมอวนท31กรกฎาคมพ.ศ.2549ปจจบนอยระหวางการชำาระบญช

โครงสรางเงนทนของบรษท โรงแรมทาอากาศยานสวรรณภม จำากด (รทส.)

ณวนท30กนยายนพ.ศ.2554บรษทโรงแรมทาอากาศยานสวรรณภมจำากดมทนจดทะเบยนจำานวน1,017,780,000.-บาท

โดยมทอท.เปนผถอหนจำานวน6,106,680หนมลคาทตราไวหนละ100.-บาทซงคดเปนรอยละ60ของหนทออกและจำาหนายแลว

ทงหมดโดยไดมการชำาระคาหนแลวเตมจำานวน

จำานวนผถอหน รอยละ จำานวนหน รอยละ

ผถอหนสญชาตไทย 14,270 99.44 1,215,766,155 85.10

ผถอหนสญชาตตางดาว 80 0.56 212,803,845 14.90

รวม 14,350 100.00 1,428,570,000 100.00

46

ManageMent Structure

1. Management Structure

AOT Shareholders

Nomination Committee

Audit Office

Corporate Secretary

Remuneration Committee

Audit Committee


Office

Administration Planning and Finance Business Development and Marketing


Regional AirportsSuvarnabhumi Airport

Business Unit Don Mueang

International Airport

Board of Directors

AOT President

Corporate Governance Committee

Risk Management Office

Risk Management Committee

Special Operation Center


47

1 Air Chief Marshal Chairman of the 29 September 2011 Sumet Photimanee Board of Directors Independent Director 2 Air Chief Marshal Independent Director 17 February 2009 Raden Puengpak Chairman of Nomination Committee, Member of Audit Committee 3 Air Chief Marshal Independent Director 17 February 2009 Bureerat Ratanavanich Chairman of Remuneration Committee, Member of Corporate Governance Committee, Member of Audit Committee 4 Police Major General Independent Director 29 September 2011 Peeraphan Premabhuti 5 FlyingOfficer IndependentDirector 29September2011 Norahuch Ployyai 6 Mr. Thanapich Mulapruk Independent Director 17 February 2009 Member of Audit Committee Member of Nomination Committee 7 Mr. Pongsak Semson Independent Director 17 February 2009 Chairman of Audit Committee, Member of Nomination Committee 8 Mr. Veera Ruangsooksriwong Director 21 January 2011 9 Mr. Thawanrat Ornsira Director 2 June 2010 10 Mr. Wutisak Lapcharoensap Independent Director 17 February 2009 Chairman of Corporate Governance Committee 11 Mr. Arkhom Termpittayapaisith Chairman of Risk 17 February 2009 Management Committee Member of Remuneration Committee 12 Mr. Prasong Poontaneat Member of Remuneration 17 February 2009 Committee 13 Mr. Somchai Sujjapongse Director 22 January 2010 14 Mr. Wattana Tiengkul Independent Director 29 September 2011

2. AOT’s Board of DirectorsAOT’s Articles of Association stated that AOT must be managed by a committee

comprising at least 5 directors and not more than 15 directors elected by shareholders in a shareholders’ meeting. In addition, the number of independent directors must be at least one third of the total member of directors and must not be less than 3. Half of the total number of directors must reside in the country and the directors’ qualifications must be in accordance with the law as well as AOT’s Articles of Association.At least1directormustalsobeanexpert inaccountingandfinance.

As of 30 September 2011, names of AOT’s Board of Directors are as follows :

Remark-Theseventhdirectorisknowledgableinaccountingandfinance.

No. Name Position Date of Appointment

48

Directors’ QualificationsInaccordancewiththeCompaniesActandArticle5oftheStandardQualifications

ActforBoardofDirectorsandStateEnterprisesOfficials(Issue6)B.E.2550andAOT’s

regulations,thequalificationsofdirectorsareasfollows:

- Not over 65 years of age.

- Holding director position in less than 3 state enterprises.

- Have never been given a prison sentence by a supreme court except for

offenses committed by negligence or petty offenses.

- Arenotstateofficials,withtheexceptionofdirectorpositionsallowedbylaw.

- Donotholdthepositionsofdirectororofficialinpoliticalparties.

- Haveneverbeendischargedfromstateofficesduetomalfeasance.

- Are not shareholders of the state enterprise or its legal entity.

- Do not hold any positions in any legal entities where the state enterprise is

a shareholder, except for positions assigned by the Board.

- Are not directors, executives, and stakeholders of concessionaires and joint

ventures of the state enterprise. Also, the directors must not be involved in the

interest of the state enterprise, except the chairman, directors, and executives

assigned by the state enterprise.

Independent Directors’ QualificationsIn conformity with AOT’s regulations pertinent to the number of independent

directors, which must be at least one third of the total number of directors and must

not be less than 3, in 2011 AOT Board consisted of 9 independent directors which

were more than the required number in the regulations. The company imposes stricter

qualificationrequirementsthantheminimumrequirementsstipulatedbytheSecurities

andExchangeCommission(SEC)andtheStockExchangeofThailand(SET).In2011

AOTboardadjustedtheindependentdirectors’qualificationsaccordingtotheCorporate

Governance Committee’ opinions as follows :

(1) Independentdirectorsareentitledtolessthan0.5%ofthetotalvotingshares

ofAOT,affiliatedandassociatedcompanies,andlegalentitieswhichmay

haveconflictsofinterest.

(2) Independentdirectorsmustnotbeinvolvedwithanymanagementandmust

not be employees or advisors with a monthly salary, audit consultants, legal

consultants or other types of advisor. Nor are they the persons with authority

overAOT,affiliatedandassociatedcompaniesorlegalentitieswithconflicts

ofinterest.Theymustnothavebenefitsorstakesinsuchmannerforat

least 2 years.

(3) Independentdirectorsmustnothaveanybusinessrelationshipsascustomers,

tradingpartners,tradecreditors/debtors,andfinancialcreditors/debtorswith

thecompany.Theymustnothavedirectorindirectbenefitsinthefinance

and management of AOT, affiliated and associated companies, or legal

entitieswithconflictsofinterestthatmayimpairtheirindependenceinthe

performance of their duties.

49

(4) Independentdirectorsmustnotberelativesorhavearelationship,whichmay impede the independency of the management and major shareholders of AOT, affiliatedandassociatedcompaniesorlegalentitieswhichmayhaveconflictsof interest.Norshouldtheybeappointedtorepresentorprotectthebenefitsof any directors or major shareholders.

(5) IndependentdirectorsmaybeassignedbyAOTboardtomakedecisionsontheoperationsoftheparentcompany,subsidiaries,same-levelaffiliates,andlegalentitieswithconflictsofinterestbymeansofcollectivedecision.

Appointments and Term of Office of Directors 1. Directors are elected by majority votes in the shareholders’ meetings and

the number of votes of a shareholder is equivalent to the numbers of shares held in the company. The candidates who receive higher votes are elected respectirely to attain the required number of directors. In the case of a tie and there is one exceeding eligible candidate, the chairman of the meeting willcastthefinalvotetodeterminewhichcandidatewillbeelected.

2. In every Annual General Meeting of Shareholders, one-third of the company’s directors shall resign in rotation. Should the number of directors to resign in rotation not be divisible by three, the number of directors closest to one-third (1/3)shallbeenforced.Directorswhosetermsareduetoexpireinthefirstand second year after the registration shall conduct a draw to determine who will resign. From the third year onwards, the longest-serving directors shall resign. Directors who resign in rotation may resume their positions.

3. Inadditiontotheresignationinrotation,directors’termofofficeendinthefollowing cases :

(1)Death (2)Resignation(whichiseffectivewhenthecompanyreceivestheresignation

letter). (3)Meetingresolution. (4)Beingincompetentorquasi-incompetent. (5)Beingabsentfromthemeetingformorethan3consecutivetimeswithout

reasonable cause. (6)Beingunqualifiedorhavinganyprohibitedqualificationsasspecifiedby

law or the company’s regulations. (7)Courtorder. (8)Beingsentencedtoprison. (9)Being65yearsofage(asfromthedayonecompletestheageof65). 4. In the event that a director position is vacant for any reasons other than

thatoftherotationbasis,aqualifiedindividualwhohasnoprohibitedtraitsasspecifiedinAOT’sArticlesofAssociationwillbeappointedbytheBoardin the following Board of Directors meeting unless the remaining term of office of the resigning director is less than 2 months. The Board of Directors’ resolution must comprise not less than 3/4 of the remaining directors’votesandthereplacingdirector’stermofofficeisequaltotheremaining term of the replaced director.

50

Roles, Duties, and Responsibilities of the Board of Directors 1. To conduct AOT business in accordance with the law, objectives, regulations,

and shareholders meetings’ resolutions with integrity, morals, and business ethics. The Board must also try its best to cautiously safeguard the interests of AOT and shareholders.

2. To set directions, goals, and business policies as well as supervise the managementtooperateefficientlyaccordingtoAOT’spoliciesandregulationsunder good corporate governance in order to increase economic value and maximum stability to AOT and shareholders.

3. To report their interests and the interests of concerned parties to sharehold-ers. The reported interests are those related to the operations of AOT and its subsidiaries. Updated reports must also be submitted whenever there are changes.

4. Tosetupaccountingsystem,financialreports,andreliableauditsaswellasensureefficientevaluationprocessesofinternalcontrolandinternalaudits.

5. To appoint a Corporare Secretary in conformity with the laws on securities and stock exchange. The Corporare Secretary’s duties are to prepare and maintain documents and other matters as required by the Capital Market Supervision Committee. The Corporare Secretary is to help the Board and AOT on various matters such as arranging the meetings of the Board and shareholders, giving advice to directors and AOT on consistent operations in accordance with the law and related regulations. Additionally, the Corporare Secretary is to ensure that the directors and AOT disclose information correctly, completely, and transparently.

6. To regularly assess the President’s performance and determine appropriate the remuneration for the President.

7. Toreviewandapprovecrucialstrategies,policies,objectives,financialgoals,and other operational plans. Moreover, the Board is to make sure that the executives constantly operate in accordance with plans, directions, and strategies.

8. Toarrangefortheexaminationofpossiblesignificantriskfactorsandsetguidelines to adequately manage such factors. The Board is to ensure that the executives employ effective risk management system or process. It is the Board’s duty to look for business opportunities which may arise from such risks.

9. To prepare balance sheets, income statements, audit reports, and the Board’s annualreportattheendofthecompany’sfiscalyeartobeproposedto the Annual General Meeting of Shareholders for approval within 4 months fromtheendoffiscalyear(30Septemberofeachyear).

10. To keep records of minutes of meetings and all the resolutions of the shareholders’ meetings as well as the Board’s meetings in the correct written formandmaintainthematthecompany’soffice.Inthefollowingmeeting,the minutes of meeting signed by the Chairman of the Board, who is also Chairman of the meeting, and the President, who is also the secretary of the Board, is deemed valid evidence and the resolutions and issues are regarded as appropriately implemented.

51

11. To submit the following documents to shareholders along with the Annual General Meeting of Shareholders invitation letter :

(1)Copiesofbalancesheetandincomestatementauditedbytheauditortogether with audit report.

(2)AOT’sannualreport. 12. To appropriately provide communication channels with each group of

shareholders as well as evaluate the information disclosure to ensure correctness, lucidity, transparency, reliability, and high standards.

The Board of Directors’ MeetingsThe Board of Directors’ meetings were conducted by AOT with the approval of

the Board to have a formal meeting every third Thursday of every month. This is to enable the directors to allocate their time for regular attendance. In each meeting, the meetingwillbenotifiedofthescheduleofthenextmeetingbytheChairman.However,specialmeetingsmaybecalledbytheChairmanoranumberofdirectorsasspecifiedby law as necessary.

Atlease7dayspriortoeachmeeting,theCorporateSecretaryOfficewillsubmitan invitation letter with agenda and a complete set of meeting documents via E-mail so that the directors have adequate time to study the documents before attending the meeting.

Agendas are usually set by AOT Board and the President and they can also be proposedbydirectors.Infiscalyear2011,AOTBoardheld15meetings,oneofwhichwas an outdoor meeting held at Phuket International Airport. Most of the meetings were attended by all directors except for emergency cases which the directors would inform of their absence in advance.

The Chairman of the Board acts as chairman in every meeting to prudently monitor the consideration of each item and give every director an opportunity to discuss and share opinions. Senior executives are invited to attend the meetings to give explanations as they are directly involved in the operations and a resolution of eachagendaisonlymadewhensatisfactoryclarificationsareobtained.Eachmeetingtakes approximately 3 hours.

In addition, the Chairman has a meeting with the directors prior to the Board meeting to discuss various issues both on the agenda as well as outside the agenda without the attendance of executive directors or executives.

The Corporate Secretary prepares minutes of meetings with complete information andmaintainsdetailscertifiedbyAOTBoardsothattheycanbecheckedbydirectorsandconcernedparties.Goodfilingsystemisemployedforeasyaccessandthedetailsof minutes of meetings cannot be changed without the Board of Director’s approval.

Thedetailsofeachdirector’sattendances(numberofattendances/numberofmeetings)canbesummarizedasfollows:

52

As of 1 October 2010 – 30 September 2011

1. Air Chief Marshal Sumet 1/1 Photimanee 2. Air Chief Marshal 14/15 7/8 3/3 Raden Puengpak 3. Air Chief Marshal 15/15 13/13 1/1 3/3 Bureerat Ratanavanich 4. Police Major General 1/1 Peeraphan Premabhuti 5.FlyingOfficer 1/1 Norahuch Ployyai 6. Mr. Thanapich Mulapruk 12/15 12/13 3/3 7. Mr. Pongsak Semson 14/15 10/10 1/1 8. Mr. Veera 6/8 Ruangsooksriwong 9. Mr. Thawanrat Ornsira 14/15 10. Mr. Wutisak 12/15 3/3 Lapcharoensap 11. Mr. Arkhom 8/15 1/1 4/4 Termpittayapaisith 12. Mr. Prasong Poontaneat 9/15 0/1 13. Mr. Somchai 9/15 Sujjapongse 14. Mr. Wattana Tiengkul 1/1 15. Mr. Manit Wattanasen 4/6 16. Mr. Juanjai Ajanant 6/6 17. Mr. Piyapan Champasut 8/8 18. Mr. Serirat Prasutanond 10/10 1/2 1/2 19. Mr. Chakarn 12/13 2/2 3/4 Saengruksawong 20. Mr. Tirapol Noparumpa 6/6 21. Mr. Suthi 13/13 13/13 3/3 3/4 Kreingchaiyapruk

Corporate Risk Nomina- Remuner- Gover- Manage- Audit tion ation nance ment Board of Commit- Commit- Commit- Commit- Commit- Name Director tee tee tee tee tee

Remark - ThefirstmemberwasappointedattheBoardofDirectors’meetingNo.10/2011on29September2011.- The fourth member was appointed at the Board of Directors’ meeting No.10/2011 on 29 September 2011.- ThefifthmemberwasappointedattheBoardofDirectors’meetingNo.10/2011on29September2011.- The eighth member was appointed at the Annual General Meeting of Shareholders 2010 on 21 January 2011.- The fourteenth member was appointed at the Board of Directors’ meeting No.10/2011 on 29 September 2011.- Thefifteenthmemberresignedfromthedirectorpositionon21January2011- The sixteenth member resigned from the director position on 21 January 2011- The seventeenth member resigned from the director position on 9 March 2011- The eighteenth member resigned from the director position and from every position appointed by AOT. The resignation was effective since 31 March 2011 and was in accordance with the conditions of the President hiring contract as the member turned 60 year of age on 30 March 2011. He was then appointed as the Board member on 31 March 2011 and resigned on 1 May 2011.

53

The Board of Directors’ Self AssessmentAOT’s good corporate governance handbook stipulates that yearly self assessments

of directors have to be conducted to be used as a framework for the Board of Directors’

operation examinations. In addition, the Board’s performance and problems need to

be monitored to improve its performance by using the evaluation guidelines of State

EnterprisesPolicyCommission,theMinistryofFinanceasspecifiedin“EffectiveOperation

Guidelines of State Enterprises Committee”.

In the Board of Directors’ meeting of 14/2553 on 23 November 2010, the meeting

had a resolution to approve the Board’s evaluation forms as proposed by the Corporate

Governance Committee i.e. Self Assessment Form and Board Evaluation Form. AOT’s

assessmentsummarywasnotifiedtotheBoardtogetherwithsuggestionssothatthe

company can concretely improve the Board’s performance. The summary of which is

as follows :

1. Board Evaluation Form is divided into 6 parts with 42 questions covering the

following assessment topics :

- StructureandqualificationsoftheBoard.

- Roles, duties and responsibilities of the Board.

- The Board’s operations.

- The Board’s communications.

- Relationship between the Board and the management.

- Meeting preparations and procedures.

The assessment result of the overall picture was excellent with the average point

of96.34%.

2. Self Assessment Form comprises 6 parts with 32 questions covering the

following assessment topics :

- Core competency

- Independence

- Preparedness

- Practice as a Director

- Committee activities

- Vision to create long-term value

The assessment result of the overall picture was positive, with the average point

of87.80%.

The Board also added useful comments for more prudent considerations and the

secretariatefficientlycoordinatedandprepareddocumentsforthedirectors.

- The nineteenth member resigned from the director position on 15 September 2011.- The twentieth member resigned from the chairman position on 16 September 2011- Thetwentyfirstmemberresignedfromthedirectorpositionon17September2011

54

Directors’ OrientationThe newly appointed directors are provided with useful documents and information

to perform their duties, such as AOT rules and obligations, Director’s Handbook, laws

regarding listed companies, Good Corporate Governance for Listed Companies 2006,

and AOT’s good corporate governance handbook, etc. In addition, the company provided

seminars conducted by concerned executives and law experts on the nature of business,

operatingresults,futureoperationplans,issuessignificanttobusinessoperations,authority,

duties, and responsibilities as well as laws concerning performances of committees of

listed companies.

Development of AOT’s Directors and Senior ExecutivesAOTBoardemphasizesontrainingandseminarstoenhanceknowledgeand

capabilitiesofitsdirectorsandofficers.IncooperationwiththeThaiInstituteofDirectors

or IOD, directors and senior executives were provided with courses such as Director

AccreditationProgram (DAP),DirectorCertificationProgram (DCP),AuditCommittee

Program (ACP),FinancialStatements forDirectors (FSD),Monitoring theSystemof

InternalControlandRiskManagement(MIR),andMonitoringtheInternalAuditFunction

(MIA).AOThascontinuallysentdirectorsandexecutivestoattendIODcourses.Additionally,

thecompanysecretaryandconcernedofficersalsoreceivedtrainingsuchas:

- CompanySecretaryProgram(CSP).Thisprogramprovidesinformationon

company secretaries’ roles and duties required by law.

- Effective Minute Taking (EMT). The attendees learned about standard

preparations, forms, and guidelines of minutes taking, corporate governance,

laws, and operation procedures.

- BoardReportingProgram(BRP)focusesonthepreparationsofmeeting

documentsfordirectorsincludingfinancialandnon-financialreports,and

report writing to express opinions on important issues.

- Company Reporting Program (CRP). This program helps the company

secretary and senior executives to correctly and completely prepare

informationaccordingto lawsandregulationstocreateconfidenceand

acceptability to stakeholders.

On 28 – 29 April 2011, The Board of Directors had a meeting at Phuket International

Airport and acknowledged development plans and problems to be used as data when

considering various matters concerning the airport.

On 13 – 20 July 2011, AOT Board visited Germany’s Munich International Airport,

a member of Sister Airport Program, to exchange airport management technology. The

Board also visited Heathrow International Airport in the U.K. In addition, the Board

had a resolution to approve in principle for the Board or sub-committee, and a group

ofofficerswithAOTdirectoraschairmantovisit foreignairports.Duetoconstant

advancement of knowledge and technology, the Board sees the importance and necessity

of having the Board/sub-committee visit foreign airports in order to widen their visions

andattaindevelopmentandefficientservicesofairportsunderAOT’sresponsibility.

Also, the experiences gained from the visits can be applied to the company’s policy

55

1. Air Chief Marshal - 110/2008 - - - Sumet Photimanee 2. Air Chief Marshal 73/2008 107/2008 29/2009 - Class 4 Raden Puengpak 3. Air Chief Marshal 26/2004 122/2009 - - Class 5 Bureerat Ratanavanich 4. Police Major General - 108/2008 - - - Peeraphan Premabhuti 5.FlyingOfficer ThaiAir - - CMA - Norahuch Ployyai 2004 Class 11 6. Mr. Thanapich Mulapruk - 79/2006 - CMA - Class 7 7. Mr. Pongsak Semson 79/2009 122/2009 22/2008 CMA Class 8 Class 9 8. Mr. Veera - - - - Class 5 Ruangsooksriwong 9. Mr. Thawanrat Ornsira - - - - - 10. Mr. Wutisak 80/2009 126/2009 - - - Lapcharoensap 11. Mr. Arkhom 51/2006 92/2007 22/2008 CMA - Termpittayapaisith Class 11 12. Mr. Prasong Poontaneat - 76/2006 - - - 13. Mr. Somchai Sujjapongse - 75/2006 - CMA - Class 2 14. Mr. Wattana Tiengkul - - - - - 15. Mr. Manit Wattanasen - - - CMA - Class 11 16. Mr. Juanjai Ajanant - 107/2008 - - -

process and provide suggestions on its operations. Nevertheless, the travelling must

alsotakeintoconsiderationtheworthinessandmaximumbenefitstotheorganization.

AOT hired Weerawong, Shinnawatra, and Peingpanor Company Limited. as a legal

consultant on listed companies to give advice on legal issues and rules and regulations

of the Stock Exchange of Thailand.

As the operations of directors and executives must be carried out with respon-

sibilityanddiscretion,AOTinvitedlegalexpertstoprovidedirectorsandofficersfrom

the level of directors and higher with knowledge on roles and duties of directors and

executivesaccordingtoSecuritiesandStockofExchangeAct(4thedition)B.E.2551.

Atpresent,AOTBoardhasorganizedcoursesconductedbyhighleveleducational

institutions of both government and private sector for directors as follows :

Corporate Government for Top Directors and Director Director Executive Top Executives of Accredi- Certifica- Audit Program SateEnterprisesand tation tion Committee (Capital PublicOrganizations Program Program Program Market (KingPrajadhipok’s Name (IOD) (IOD) (IOD) Academy) Institute)

56

Name Position

(1)Mr.PongsakSemson ChairmanofAuditCommittee (IndependentDirector)(2)AirChiefMarshalRadenPuengpak MemberofAuditCommittee (IndependentDirector)(3)AirChiefMarshalBureeratRatanavanich MemberofAuditCommittee (IndependentDirector)(4)Mr.ThanapichMulapruk MemberofAuditCommittee (IndependentDirector)

Remarks-Thefirstmemberpossessesfinancialandaccountingcompetenceandtheabilityofauditing AOT’sfinancialstatements.

Corporate Government for Top Directors and Director Director Executive Top Executives of Accredi- Certifica- Audit Program SateEnterprisesand tation tion Committee (Capital PublicOrganizations Program Program Program Market (KingPrajadhipok’s Name (IOD) (IOD) (IOD) Academy) Institute)

17. Mr. Piyapan Champasut - 105/2008 - CMA Class 1 Class 10 18. Mr. Serirat Prasutanond 80/2009 126/2009 - - Class 4 19. Mr. Chakarn 79/2009 - - - Class 4 Saengruksawong 20. Mr. Tirapol Noparumpa - - - - - 21. Mr. Suthi - 116/2009 26/2009 - Class 2 Kreingchaiyapruk

3. Sub-CommitteesAOT Board appointes sub-committees to screen important tasks according

toAOT’sregulations.Thetermofofficeisoneyearstartingfromtheperiodduring

the Annual General Meeting of Shareholders in the year appointed to the Annual

General Meeting of Shareholders in the following year until the next meeting. The

sub-committees’ responsibilities are stipulated in 5 charters as follows :

3.1 The Audit CommitteeIn compliance with AOT’s regulations, the Board appointes the Audit Committee

which comprises at least 3 directors with at least 1 director possessing accounting and

financialcompetence.Theymustalsopossessqualificationsasrequiredbysecurities

and stock of exchange laws. In 2011, the Audit Committee held 13 meetings in total.

As of 30 September 2011, the Audit Committee consists of 4 independent directors

as follows :

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The Audit Committee hold a minimum of 6 meetings per year and may

or may not invite non-members to participate in a meeting. Each meeting requires a

minimum of half of the existing members for a quorum. The Chairman and each of the

members shall have one vote. A decision shall be made upon a simple majority. A tie

ontheballotshallberesolvedbythefinalvotefromtheChairman.

The Audit Committee prescribes that AOT shall have meetings with the

auditorfromtheOfficeoftheAuditorGeneralofThailandtwiceayear,whichisa

stricterrequirementthanthestipulationofSecuritiesandExchangeCommission(SEC),

which is once a year.

Scope of Duties and Responsibilities

(1) ReviewinternalperformanceandgiveadvicetotheBoardorthe

management where the committee deems appropriate to create

effciency and be in conformity with the corporate governance policies.

(2) Reviewthatthecompany’sinternalcontrolsystem,riskmanagement

and security of AOT’s information are concise, effective and in line

with international standards.

(3) Review and ensure that AOT is in full compliance with rules,

regulations, the cabinet’s resolutions, code of ethics and other laws

relating to the company’s business.

(4) Review and ensure that AOT is in full compliance with the

securities and stock exchange laws, as well as the regulations

of Stock Exchange of Thailand and other related business laws.

(5) Reviewtheaccuracy,appropriateness,andreliabilityoftheaccounting

policies,aswellasAOT’sfinancial reportsandoperations.The

AuditCommitteeistoensuresufficientandtransparentdisclosure

of information in accordance with generally accepted accounting

principles.

(6) Recruitandnominateaqualified,independentpersontobeAOT

external auditor as well as specify the amount of service fee

and attend meetings with the auditor without the management

department’s presence at least twice a year.

(7) Encouragetheindependentoperationsoftheexternalauditorandthe

accuracyoftheAuditOfficeundertheinternationalstandards,as

well as the adequate and appropriate cooperation amongst AOT,

theexternalauditorandtheAuditOffice.

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(8) Studytheexternalauditor’sletterssubmittedtoTheBoardto

provide comments and recommendations regarding weakness

rectification, errors and significant flaws. The committee may

request information from the auditor regarding the letters and

follow up to ensure the comments and recommendations are

brought into The Board’s consideration as well as implementation.

When the comments and recommendations are set aside without

acceptable reasons, they shall be revised and re-proposed to

The Board.

(9) GiveadvicetotheBoardonnomination,removalandtransferof

thedirectorsoftheAuditOffice.

(10) ConsiderwiththePresidentthepromotionoftheAuditOffice’s

directorsandwiththeAuditOffice’sdirectorstheappropriateness

ofappointment,transferandpromotionoftheAuditOffice’sofficers.

(11) Monitor,advice,andprovidesupporttotheindependentoperation

oftheAuditOfficeandreviewitsauditreportsforqualifiedand

beneficialoperationsofAOT,leadingtoreductionofriskyconditions

in various aspects to an acceptable level.

(12) Approveplans,annualauditplans,manpowerplansandplans

regardingknowledge,skillandcharacteristicdevelopmentofofficers

oftheAuditOfficetoensurethattheinspectioniscompleteand

coversfinance,accountingandoperationswithregularfollow-ups.

(13) Reviewandensurethattheconnectedtransactionsortransactions

thatmaycontainconflictsofinterestareinfullcompliancewith

the law and the stipulations of Stock Exchange of Thailand,

appropriate, and serve the best interest of AOT.

(14) PreparethereportoftheAuditCommitteeanddiscloseitonthe

annual report. The report shall be signed by the Chairman of the

committee and consists of the following information :

1) Remarksontheaccuracy,complete,andsufficiencyof

AOT’sfinancialreport.

2) Remarks on the sufficiency of AOT’s internal control

system.

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3) Remarks on AOT’s compliance with securities and

stock exchange laws, stipulations of Stock Exchange of

Thailand and other related business laws.

4) Remarksontheappropriatenessoftheauditor.

5) Remarksontheconnectedtransactionsthatmaycontain

conflictsofinterest.

6) ThenumberofmeetingsoftheAuditCommitteeand

the attendance record.

7) Remarks or notice as a whole on the operations

conducted by the Audit Committee in conformity with

the charter.

8) Other information within the scope of duties and

responsibilities as assigned by the Board, as the Audit

Committee deems appropriate for shareholders and

investors.

(15) Perform any other acts within the scope of duties and

responsibilities as entrusted by the Board.

(16) Review the conclusion and evidence where the dishonesty,

improprieties of employees or the Management may exist and

submit to The Board for further consideration.

(17) Revise AOT’s rules, regulations, notices and stipulations

regardingthespecificationofscopeofdutiesandresponsibilities

for theAOTAuditOfficeat leastonceayear, toensure the

appropriateness and the effectiveness of independent operations,

andproposetoTheBoardtheexistingdeficiencyandlimitation

for further improvement.

Asregardsthescopeofdutiesandresponsibilities(1)-(17),theAudit

Committee shall consider matters that may affect AOT’s operations.

(18) Prepare the Audit Committee Charter as the framework of

structure, authority, duties and responsibilities for the Audit

Committee, and propose to The Board for approval. The charter

must be checked at least once a year to ensure that it correlates

with actual implementation.

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3.2 The Nomination Committee AOT appointes the Nomination Committee based on AOT Articles of

Association. The committee must consist of at least 3 AOT directors and 1 independent

director. Presently, every member of the committee is independent and 3 meetings were

held in 2011. As of 30 September 2011, the committee consisted of 3 AOT members

as follows :

Name Position

Name Position

(1)AirChiefMarshalRadenPuengpak ChairmanofNominationCommittee (IndependentDirector)(2)Mr.ThanapichMulapruk MemberofNominationCommittee (IndependentDirector)(3)Mr.PongsakSemson MemberofNominationCommittee (IndependentDirector)


(1) Regulatepolicies,criteriaandproceduresofDirectorsNomination.

(2) Selectandproposethequalifiednomineesofnewdirectorstothe

Board of Directors.

(3) ProposethenominationofdirectorsinrotationtotheBoardofDirectors.

(4) Performanyotheractasentrustedby theBoardofDirectors.

3.3 The Remuneration Committee AOT appointes the Remuneration Committee based on AOT Articles of

Asseciation. The committee must consist of at least 3 AOT directors and 1 independent

director. The Chairman must be an independent director while the other 2 must

be experts, have knowledge, and are capable of performing in the committee.

In 2011 there was one meeting held. As of 30 September 2011, the committee consisted

of 3 AOT members as follows :

(1)AirChiefMarshalBureeratRatanavanich ChairmanofRemunerationCommittee (IndependentDirector)(2)Mr.ArkhomTermpittayapaisith MemberofRemunerationCommittee(3)Mr.PrasongPoontaneat MemberofRemunerationCommittee

61

Name Position

Scope of Duties and Responsibilities (1) ConsidertheremunerationguidelinesfortheBoardofDirectors. (2) Considerthecriteriaorproceduresfordeterminingthefairand

reasonableremunerationandbenefitsfortheBoardofDirectorsandsubmit to the Board for approval from the shareholders’ meetings.

(3) Considercriteriaorproceduresfordeterminingtheremunerationforthe outsiders who are appointed to be members of committees, sub-committees, and working groups and propose them to the Board for approval.

3.4 The Corporate Governance Committee AOT appointed the Good Governance Committee based on AOT Articles of

Association. The committee must consist of at least 3 AOT directors and 1 independent director. Presently, there are 3 independent directors and 3 meetings were held in 2011. As of 30 September 2011, the committee consisted of 4 members as follows :

Remark : the third member resigned on 17 September 2011

Scope of Duties and Responsibilities (1) Regulate policies and operation guidelines on AOT’s corporate

governance affairs. (2) ReviewandgiveadviceonAOT’sgoodcorporategovernanceto

the Board to create internationally accepted procedures and good corporate governance as required by the Ministry of Finance and the Stock Exchange of Thailand.

(3) PrepareAOT’sgoodcorporategovernancemanualandregularlyupdateandinternationalizeitscontents.

(4) Improve and update AOT’s code of ethics and set operationguidelines accordingly.

(5) Publicizepoliciesandoperationguidelinesaswellassupporttheparticipation in AOT good corporate governance.

(6) PeriodicallyreportoperatingresultstotheBoard. (7) Appoint working groups to support the operations as deemed

appropriate. (8) PerformothertasksasassignedbytheBoard.

(1)Mr.WutisakLapcharoensap ChairmanofCorporateGovernance Committee(IndependentDirector)(2)AirChiefMarshalBureeratRatanavanich MemberofCorporateGovernance Committee(IndependentDirector)(3)Mr.SuthiKreingchaiyapruk MemberofCorporateGovernance Committee(IndependentDirector)(4)President MemberofCorporateGovernanceCommittee

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3.5 The Risk Management Committee AOT appointes the Risk Management Committee based on AOT Articles of

Association. The committee must consist of at least 3 AOT directors and 4 meetings

were held in 2011. As of 30 September 2011, the committee consisted of 4 members

as follows :

(1)Mr.ArkhomTermpittayapaisith ChairmanofRiskManagementCommittee(2)Mr.ChakarnSaengruksawong MemberofRiskManagementCommittee (IndependentDirector)(3)Mr.SuthiKreingchaiyapruk MemberofRiskManagementCommittee (IndependentDirector)(4)President MemberofRiskManagementCommittee

Remark : the second member resigned on 15 September 2011 and the third member on 17 September 2011.


(1) RegulateAOT’sriskmanagementpolicies,guidelines,frameworkas

well as review and revise them at least once a year to make sure

that they correlate with the overall operations and the activities of

risk management.

(2) Considertheorganization’sriskappetite.

(3) Acknowledge,consider,andapproveriskassessment,guidelines,

measures as well as operational plans to manage the remaining

risks to ensure adequate and appropriate risk management.

(4) Superviseandsupportsuccessfulorganizationalriskmanagement

and propose ways to prevent and reduce risks to an acceptable

level. The committee must also follow up, assess, and improve the

plans to continually decrease risks and ensure that they are suitable

tothecurrentbusinessclimate.Thisistocreateconfidencethat

sufficientandappropriateriskmanagementisimplemented.

(5) GiveadviceandsupporttotheBoardofDirectors,themanagement,

and risk management personnel on the organizational risk

management. The committee must promote and support continual

and regular improvement and development of risk management

system.

(6) Supervise and monitor efficiency and effectiveness of the risk

management as well as ensure that operations of the management

and every unit are in compliance with risk management policies,

guidelines, framework and process.

Name Position

63

(7) Arrange quarterly Risk Management Committee Meeting. The

Chairman of the Risk Management Committee may call a meeting

whenthereisanincidentsignificanttoAOT’soperationsoras

deemed appropriate.

(8) Report on the organization’s important risks, risk status, risk

management guidelines, progress, and risk management results to

the Board of Directors on a quarterly basis.

(9)Exchangeinformationandcoordinateonrisksandinternalcontrol

with the Audit Committee.

(10)Appointworkinggroupsand/orthemanagementtosupportthe

operations and activities of risk management as deemed appropriate.

(11)Assigntheaboveauthority,duties,andresponsibilitiestoAOT’srisk

management working group when necessary.

4. Remuneration for Directors and AOT ExecutivesAOT has clear and transparent policies to regulate remuneration for directors and

executives. The Remuneration Committee considers and reviews the appropriateness

of the remuneration which must correlate with the operations’ results and other

businesses in the same industry.

In the Annual General Meeting of Shareholders 2010 on 21 January 2011, the

meeting approved 2011 directors’ remunerations and 2010 Board of Directors’ bonuses

as follows :

4.1 Remunerations for Directors (1)Amonthlyremunerationof30,000Bahtperperson.Ifthedirectoris

appointed during the month, the remuneration shall be paid in proportion

to the number of days worked in that month.

(2)Meetingallowanceof20,000Bahtperattendedmeeting.Shouldthere

be more than one meeting in a certain month, the meeting allowance

shall be paid only once.

4.2 Remunerations for Sub-committees 4.2.1 The Audit Committee

Each Audit Committee member receives 20,000 Baht per month whether

or not there is a meeting in that month. The Audit Committee member

who is appointed during the month shall receive the pay in proportion

to the number of days worked.

4.2.2 AOT directors who were appointed by the Board of Directors to hold

the post in a committee, sub-committee of a working group shall

receive a meeting allowance of 15,000 Baht per attended meeting and

the overall remuneration per month must not exceed 30,000 Baht per

person, exclusive of the Audit Committee remuneration.

64

4.3 The Chairman and the Vice Chairman shall receive an additional remuneration of 25% and 12.5%, respectively.

4.4 The remunerations for AOT Board of Directors for fiscal year 2011 must not exceed 17,000,000 Baht.

4.5 The Directors’ Bonus for fiscal year 2010 (1 October 2009 – 30 September 2010)

Bonusesmustnotexceed0.5%ofdividends.Theallocationprinciplesarebased on the committee’s regulations and must not exceed 1,000,000 Baht per person, except the President who is one of the Board members who is not titled to receive the bonus.

No. Name Bonus

(1October2009–30September2010)

Unit:Baht

1 Air Chief Marshal Bureerat Ratanavanich 289,620.00 2 Mr. Thanapich Mulapruk 289,620.00 3 Mr. Prasong Poontaneat 289,620.00 4 Mr. Supoth Sublom 172,870.00 5 Mr. Arkhom Termpittayapaisith 289,620.00 6 Air Chief Marshal Raden Puengpak 289,620.00 7 Mr. Pongsak Semson 289,620.00 8 Mr. Piyapan Champasut 362,025.00 9 Mr. Chakarn Saengruksawong 289,620.00 10 Mr. Wutisak Lapcharoensap 289,620.00 11 Mr. Suthi Kreingchaiyapruk 289,620.00 12 Mr. Manit Wattanasen 289,620.00 13 Mr. Juanjai Ajanant 200,866.00 14 Mr. Somchai Sujjapongse 200,866.00 15 Mr. Thawanrat Ornsira 95,740.50 Total 3,928,567.50

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4.6 Remunerations for the Board of Directors and Special Committees in 2011

Corporate Risk Nomina- Remu- Gover- Manage- Other Audit tion neration nance ment Sub- Board of Commit- Commit- Commit- Commit- Commit- Commit- Name Directors tee tee tee tee tee tees Total

(1October2010–30September2011)

Unit:Baht

1. Air Chief Marshal 22,500.00 22,500.00 Sumet Photimanee 2. Air Chief Marshal 530,475.81 161,935.48 50,000.00 162,500.00 904,911.29 Raden Puengpak 3. Air Chief Marshal 523,225.81 240,000.00 12,500.00 40,000.00 86,250.00 901,975.81 Bureerat Ratanavanich 4. Police Major General 22,000.00 22,000.00 Peeraphan Premabhuti 5. FlyingOfficer 22,000.00 22,000.00 Norahuch Ployyai 6. Mr. Thanapich Mulapruk 503,225.81 240,000.00 25,000.00 358,750.00 1,126,975.81 7. Mr. Pongsak Semson 523,225.81 179,564.52 15,000.00 717,790.33 8. Mr. Veera 349,677.42 349,677.42 Ruangsooksriwong 9. Mr. Thawanrat Ornsira 523,225.81 153,750.00 676,975.81 10. Mr. Wutisak 488,225.81 50,000.00 120,000.00 658,225.81 Lapcharoensap 11. Mr. Arkhom 453,225.81 10,000.00 62,500.00 118,750.00 644,475.81 Termpittayapaisith 12. Mr. Prasong 483,225.81 249,375.00 732,600.81 Poontaneat 13. Mr. Somchai 468,225.81 468,225.81 Sujjapongse 14. Mr. Wattana Tiengkul 22,000.00 22,000.00 15. Mr. Manit Wattanasen 133,548.39 50,000.00 183,548.39 16. Mr. Juanjai Ajanant 133,548.39 20,000.00 153,548.39 17. Mr. Piyapan Champasut 251,209.6 251,209.67 18. Mr. Serirat Prasutanond 293,225.81 293,225.81 19. Mr. Chakarn 487,225.81 25,000.00 35,000.00 145,000.00 692,225.81 Saengruksawong 20. Mr. Tirapol Noparumpa 426,491.93 426,491.93 21. Mr. Suthi 489,225.81 288,333.33 40,000.00 30,000.00 25,000.00 872,559.14 Kreingchaiyapruk

Total 7,148,935.52 1,109,833.33 115,000.00 22,500.00 130,000.00 127,500.00 1,489,375.00 10,143,143.85

Remarks- ThefirstmemberwasappointedattheBoardofDirectors’meetingNo.10/2011on29September2011.- The fourth member was appointed at the Board of Directors’ meeting No.10/2011 on 29 September 2011.- ThefifthmemberwasappointedattheBoardofDirectors’meetingNo.10/2011on29September2011.

66

- The eighth member was appointed at the Annual General Meeting of Shareholders 2010 on 21 January 2011.- The fourteenth member was appointed at the Board of Directors’ meeting No.10/2011 on 29 September 2011.- Thefifteenthmemberresignedfromthedirectorpositionon21January2011- The sixteenth member resigned from the director position on 21 January 2011- The seventeenth member resigned from the director position on 9 March 2011- The eighteenth member resigned from the director position and from every position appointed by AOT. The resignation was effective

since 31 March 2011 and was in accordance with the conditions of the President’s employment contract as the member turned 60 years of age on 30 March 2011. He was then appointed as the Board member on 31 March 2011 and resigned on 1 May 2011.

- The nineteenth member resigned from the director position on 15 September 2011.- The twentieth member resigned from the director position on 16 September 2011- Thetwentyfirstmemberresignedfromthedirectorpositionon17September2011- Other sub-committees which are appointed by the Board of Directors include Legal Sub-Committee, Finance and Investment

Sub-Committee, Business Relations Sub-Committee, the President’s Evaluation Sub-Committee, Foreign Debts Risk Management Sub-Committee, Suvarnabhumi International Airport’s Technical Examination Sub-Committee, Appeal Sub-Committee, Legal Audit Sub-Committee, Suvarnabhumi International Airport’s Noise Impact Remuneration Sub-Committee, Appeal Sub-Committee, Management as per State Enterprises’ Plans Sub-Committee, Joint Ventures Coordination Sub-Committee, KPS Remuneration Sub-Committee, Human Resources Management and Development Sub-Committee, Airlines and Airport Operators Assistance Sub-Committee,TAGSImpactInvestigationandAssessmentSub-Committee,VerificationSub-Committee,Sub-CommitteetoReviewFinancial Status and Propose to Suvarnabhumi International Airport.

4.7 Remuneration for ExecutivesRemunerationcriteriaforSeniorExecutivesorthePresident

The President’s Remuneration Sub-Committee comprises AOT directors

andrepresentativesfromtheMinistryofFinance(StateEnterprisePolicyOffice).Its

responsibilities are to regulate the Presidents’ remuneration including annual remuneration

adjustments under high-low remuneration framework approved by the Ministry of Finance.

The consideration of each year’s remuneration is based on the evaluation

carried out in accordance with criteria and methods laid down by AOT Board.

RemunerationcriteriaforAOTExecutives

SalarystructureforAOTofficersandemployeesisregulatedbycomparing

their assigned responsibilities with remuneration survey and the rate of salary paid by

leading companies in the airline industry.

Annual salary adjustments for the director positions upwards are approved

bytheBoardofDirectors.In2011fiscalyear,theboardauthorizedthepresidentto

individuallyconsiderannualperformancesofemployeesandpermanentofficerswith

director positions upwards or equivalent in conjunction with each unit’s goal achievements

which are set in advance.

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Asof30September2011,accordingtothedefinitionofexecutivepositionstated in the notice of Capital Market Supervisory Board 23/2008, there are 11 executives as follows :

1. Mr. Nirandra Theeranartsin Senior Executive Vice President (RegionalAirports),ActingPresident

2. Mr. Somchai Sujjapongse Senior Executive Vice President, (EngineeringandConstruction)

3.FlyingOfficerAnirutThanomkulbutra Senior Executive Vice President, General Manager of

Suvarnabhumi Airport 4. Mrs. Supaporn Burapakusolsri Senior Executive Vice President

(PlanningandFinance)5. Mr. Nitinai Sirismatthakarn Senior Executive Vice President

(BusinessDevelopmentandMarketing)6. Miss Sasisubha Sukontasap Senior Executive Vice President

(Administration)7.Mrs.PoolsiriVirojanapa ExecutiveVicePresident(Planning (PlanningandFinance)8. Miss Vilaiwan Nadvilai Deputy General Manager of SuvarnabhumiAirport(Administration)9. Mr. Noppadol Mongkolsin Director, Accounting Department10. Mr. Soonthorn Sithithanalaph Director, Finance Department11. Mr. Somboon Noinumkum Director, Planning and Finance Department, Suvarnabhumi Airport • MonetaryRemuneration Overall remuneration for executives in 2011 ended on 30 September 2011.

Unit:MillionBaht

Salary 13 33,834,110.20 11 23,949,660.00

Bonus and others 13 13,565,661.67 11 16,878,351.50

• OtherRemuneration - Provident fund

AOT registered the provident fund on 28 March 1994. AOT contribution is made on the same day each member makes their contribution on the basis of working years as follows :

(1)Contributionattherateof9%ofsalaryforemployeeswho

have been working for less than 10 years.


have been working for over 10 years but less than 20 years.

Remuneration 2010 2011

Person Baht Person Baht

68


have been working for over 20 years but less than 25 years.


have been working for over 25 years.

Unit:MillionBaht

5. Nomination Procedures for AOT Directors and the President

5.1 Nomination Procedures for DirectorsThe Board of Directors appointes the Nomination Committee consisting

of 3 directors. The committee’s duty is to recruit individuals suitable to be nominated

asdirectorsbyconsideringtheirworkexperiencesandspecificqualificationswhichare

needed by the Board and dispensable to AOT’s business. This aims to achieve the

completestructureofAOTBoardforthebenefitsofthecompanyandshareholders.

The Nomination Committee’s criteria are as follows :

(1)Possessknowledge,abilities,anddifferentfieldsofexperienceswhich

arebeneficialandvaluabletoAOT.

(2)Possess qualifications as stated in AOT’s Articles of Association,

StandardQualificationsforDirectorsandStateEnterpriseOfficialsAct,

Private Company Act, and Securities and Exchange Act.

(3)Possessqualitieswhichsupportcorporategovernance,independence,

accountability, care, loyalty, and time dedication etc.

(4)Replacedirectorswhosetermscometoanendandproposethenew

directors to AOT Board of Directors for approval before submission to

be approved in the Annual General Meeting of Shareholders.

(5) Incaseswhere the replacementofdirectors isnotcausedby their

terms’ expiration, the Board of Directors must approve the new directors

and their terms are equivalent to the remaining terms of those replaced.

5.2 Nomination Procedures for the President (1)AOT Board appoints the President Nomination Committee which

consists of 5 directors. The authority in this regard is to be in compliance

withStandardQualificationsforBoardofDirectorsandStateEnterprise

OfficialsActB.E.2518,amendedbytheStandardQualificationsActfor

Provident fund 13 3,096,819.00 11 2,996,907.90

Remuneration 2010 2011

Person Baht Person Baht

69

BoardofDirectorsandStateEnterpriseOfficials(Issue4)B.E.2543

and(Issue6),B.E.2550.Thecandidatesmusthavequalificationsand

notbeprohibitedasspecifiedinMeasure8(1)(3)(4)(5)(6)(11)and

(12). Theymust also possess specific qualifications as approved in

principle by AOT Board.

(2)ThePresidentNominationCommitteenominatesknowledgeable,capable,

andexperienced individualswhopossessqualificationsandhaveno

prohibitedcharacteristicsaccordingtoMeasure8(1)(3)(4)(5)(6)(11)

and(12)oftheStandardQualificationsforBoardofDirectorsandState

EnterpriseOfficialsAct(Issue6)B.E.2550.

(3)Thenominationmustbedonebyadvertisingthroughatleast2types

of media.

(4)Oncesuitablecandidatesareacquired, thecommitteemustpropose

the names to the Board of Directors for consideration.

(5)TheBoardofDirectorswillthensubmitnamesofselectedcandidates

withtheirresumestothesub-committee(appointedbytheboard)to

consider their remunerations.

(6)ThePresidentRemunerationSub-Committeeconsiderstheremuneration,

employment conditions and details of employment contract. The

sub-committee also negotiates with the successful candidate on the

remunerations in accordance with the remuneration criteria and guidelines

of the cabinet’s resolutions of 13 June 2000 and 22 June 2004. Main

issues to be considered are as follows :

(6.1) The remuneration must be in line with the top executive’s

qualifications,knowledge,abilities,experiences,missions,andgoals.

(6.2) Theemploymentcontractmustspecifythegoalsandindicatorsare

to be carried out successfully within the timeframe for evaluation

purposes.

(6.3) Goals,missions,andclearindicatorsneedtobesetupformeasuring

the level of accomplishment of the top executive in order to

acquire an executive who is highly competent in management.

Ifthegoalscannotberealized,thecontractcanbeterminated.

(7)Afterconsideringthepresident’sremuneration,thesub-committeesubmits

the results in (6) togetherwith adraft of the employment contract

to AOT Board for consideration and then proposes to the Ministry of

Finance for approval.

(8)OncetheMinistryofFinanceapprovestheremunerationandthedrafted

contract,AOTwillthenproposetoauthorizedindividuals(asstipulated

inthestateenterpriselaw)forappointment.Theemploymentcontract

must be signed by the Chairman or directors assigned by AOT Board

(inthecasewheretheChairmanisnotavailable).

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6. Authorities of AOT PresidentAOT’s regulations prescribe the President’s authorities as follows :

The President has the authorities and duties as assigned by the Board. In addition,

the President must manage in accordance with operation plans and budgets approved

bytheBoardwithstrictness,honesty,andcareinordertomaintainthebenefitsof

the company and shareholders. The authorities also include the following activities :

(1) Operateand/ormanageday-to-daywork.

(2) Recruit, appoint, relieve, transfer, move, deduct salaries or wages,

imposedisciplinarypunishmentonofficersandemployeesaswellasterminate

officersandemployeesasstipulatedbyAOTBoard.However,theBoard’s

approval istobeobtainedinthecaseofdivisionofficersorequivalent.

(3) Supervise the preparation and submission of AOT’s business policies,

operation plans, and budgets to AOT Board for approval. The President is

also responsible for reporting the progress of the approved operation plans

and budgets to the Board with the timeframe set by AOT Board.

(4) Operate in compliance with policies, operation plans, and budgets

approved by AOT Board.

(5) RegulateAOT’soperationrules.

7. Succession Plans and Development of ExecutivesAt present, AOT is preparing succession plans for the senior executive positions

from the director position upwards in order to respond to AOT’s strategies. Initially, AOT

hassurveyedandanalyzedtheseniorexecutiveswhoaregoingtoretireinthenext

3 years and is preparing to replace them with potential and suitable personnel. Such

personnel have to pass the screening process via psychometrics, interview, and be on

the Executive List to receive training to be prepared for the replacement.

8. The President’s EvaluationThe President’s Evaluation Sub-Committee, appointed by AOT Board, evaluates

the president’s performance every 6 months. In the past year, the sub-committee’s

evaluation was implemented in accordance with the indictors in the operation plans

proposed to AOT Board. Such plans covered issues related to business development,

finance, customers, stakeholders, internal process, and learning and development.

9. Personnel and RemunerationPersonnelFulltimepersonnelemployedbyAOTandstationedattheheadofficeaswell

as6airports(excludingoutsourcedworkers)areasfollows:

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For the management of all AOT’s 6 airports, personnel are vital resources

and directly affect the service quality of the airports, which provide 24 hour service.

Therefore,mostofficersworkinshiftsandarerequiredtobereadytosolveproblems.

Additionally, AOT has hired a lot of outsourced workers for unskilled and half-skilled

laborsuchassecurityofficers,andhighly-skilled laborsuchasexplosiveordnance

disposal technicians. As of 30 September 2011, AOT has a total number of 4,790

personnel and approximately 9,448 outsourced workers.

AOT believes that current remuneration for personnel is appropriate compared

tothemarketremuneration.Remunerationpaidtoofficerscomprisessalaries,bonuses,

allowances, and subsidies such as medical treatment expense, accommodation

expense, education subsidy and other expenses. Remuneration for personnel also includes

provident fund of each employee which AOT makes monthly contribution on the basis

ofyearsofservice:staffwithlessthan10yearsgetacontributionof9%oftheir

salaries,staffwithmorethen10yearsbutlessthan20yearsget10%oftheirsalaries,

staffwithmorethan20yearsbutlessthan25yearsget12%oftheirsalaries,and

staffwithmorethan25yearsget15%oftheirsalaries.Staffmembershaveachoice

tomakeamonthlycontributionof2-15%oftheirsalariesdependingonthelengthof

their service. They will also receive a lump sum when deceased, retired, or terminated

withnooffensesasspecifiedintheprovidentfundregulations.

Moreover, AOT has an assistance fund with 10 members as of 30 September

2011. However, there will be no more admissions to this fund and the company is

making monthly contributions to both funds.

2011 2010 2009 2008 2007

HeadOffice 1159 820 778 778 764Suvarnabhumi Airport 2,568 2,625 2,562 2,563 2,579Don Mueang International Airport 281 480 543 554 503Chiang Mai International Airport 189 173 172 172 161Hat Yai International Airport 175 142 135 139 142Phuket International Airport 281 222 222 214 173Mae Fah Luang – 137 108 105 105 107Chiang Rai International Airport

Total 4,790 4,570 4,517 4,535 4,429

As of 30 SeptemberUnit:Person

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Corporate GovernanceAOT’s management abides by good corporate governance and realizes the

importance and responsibility for the shareholders and stakeholders. AOT’s Board of

Directorsemphasizestheimportanceofcompliancewithgoodcorporategovernance

toboostconfidencetoshareholders,investors,andallconcernedparties.

In 2011, AOT carried out business in conformity with the Stock Exchange of

Thailand’s 2006 Good Corporate Governance of Listed Companies, the summary of

which is as follows :

1. Shareholders’ rights (1) AOTrealizestheimportanceofshareholders,rightsofshareholdersand

the ownership over the company exercised through the elected Board

which determines important decision making. In response to this, AOT

encourages shareholders to exercise their rights under the protection of

basic rights as follows:

• Rights to receive adequate, timely and appropriate information for

decision making purposes.

• Rightstoattendtheshareholders’meetings.

• Rightstocasttheirvotesequaltonumberofsharesheldonimportant

matters.

• Rightstoshareinprofitsofthecompany.

• Rightstoattendthemeetingandvotebyproxy.

• Rightstoexpressopinionsandraisequestionsinshareholder’smeetings

regarding important decision making, such as profit allocation,

director election, director remuneration, appointment of auditor,

auditor fee and important transactions which affect AOT’s business

direction. The Board clearly states in the corporate governance policy

that AOT shall encourage shareholders to exercise their basic rights

and commit no violation of shareholders’ rights.

(2) AOT gives the importance on shareholders’ meetings and facilitates

shareholders by arranging the meeting venue which is appropriate

and convenient to shareholders. The 2010 Annual General Meeting

of Shareholders was held on 21January 2011 at 14.00 hrs. at the

Auditorium on 2nd Floor of the AOT Headquarters and transportation

to and from the Department of Land Transport was provided by AOT.

(3) At least 14 days prior to the meeting, AOT submits the letters

of invitation both in Thai and English which comprise meeting

agendas, minutes of the previous meeting with opinions of AOT

Board of Directors, proxy as required by the Ministry of Commerce

with explanations, AOT Articles of Association relating to shareholders’

meetings, a list of names and details of 2 independent directors

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incaseanyshareholdersprefertoauthorizeoneofthemtoattendthe

meeting, conditions, criteria and practices of meeting participation,

appointment of proxy and voting and a map of meeting venue.

The meeting is posted on a daily newspaper at least 7 days prior

to the meeting for 3 consecutive days. In addition, the information

about the agendas of each meeting and each proxy form are posted

on AOT’s website for more than 30 days before the meeting to allow

the shareholders to have adequate time to study all related information

and to allow those who cannot attend the meeting to be able to give

proxy to an independent director or another person.

(4) AttheAnnualGeneralMeetingofShareholders,AOTequallyfacilitates

andgivesconfidencetoeveryshareholderonthesecurity issue.The

document checkpoints are prepared and the registration desks are set

appropriately and adequately. The shareholders are allowed to register

in advance for not less than 2 hours before the meeting time and up

to the end of that meeting. The registration is based on the barcode

system. The document checklist, revenue stamp, and suitable banquets

are also provided.

(5) AOTBoard,exceptdirectorswhoareunabletoattendthemeetingdue

to urgent matters, and executives give the emphasis on the Annual

General Meeting of Shareholders. The 2010 Annual General Meeting of

Shareholders on Friday 21 January 2011 was attended by the Chairman

of the Board as the Chairman of the Meeting, the Chairman and members

of Audit Committee, the Chairman and members of Nomination Committee,

the Chairman and members of Remuneration Committee, the Chairman

and members of Corporate Governance Committee, the Chairman and

members of Risk Management Committee, the President and top

executives including the Chief Financial Officer (CFO) to explain the

details of the agendas and answer questions and take suggestions from

shareholders. AOT’s auditor and legal consultants were also present as

witnesses in ballot-counting and to assist in questions regarding

transparency, law compliances and the accuracy of proxy form.

(6) The meeting is conducted in accordance with the sequence of the

meetingagendasnotified inthe letterof invitation inadvance.During

the meeting, the shareholders are given opportunities to express ideas

and ask questions on each agenda. Before the meeting, the Chairman

of theMeeting clearly notifies the shareholders their rights and how

ballots are cast and counted. The result and summary of ballot-counting

throughout the process in the meeting are transparently disclosed, with

shareholders volunteering to participate in the ballot-counting to protect

the right of shareholders.

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(7) TheChairmanoftheMeetingconductsthemeetingappropriatelyand

transparently with adequate time allocation. During the meeting, the

shareholders are allowed to share opinions and expression of views and

queries before each ballot round and meeting resolution on each agenda.

The shareholders are also allowed to suggest and make queries on the

company’s operations. If unrelated questions are raised, the Chairman

of the Meeting or senior executives will respond when the ‘other issues’

agenda is discussed in order that the time on each agenda is spent

appropriately.

(8) AOTpreservestherightsofshareholderstoregisterafterthemeeting

starts, and to vote in the ongoing agendas and the subsequent ones.

(9) AOTregularlyprovidesinformationtoshareholdersviathechannelsof

StockExchangeofThailandandAOT’swebsiteandoperatesefficientlyfor

the shareholders’ suitable returns.

(10) MinorshareholdersgaindirectaccessofinformationfromtheCorporate

SecretaryandInvestorRelationsCenter.Companyvisitsareorganized

regularly to provide a better understanding of AOT’s business.

(11) AOT prepares and submits the minutes of each meeting to the

Stock Exchange of Thailand and the Securities and Exchange

Commission within 14 days after the meeting date. The minutes state

correctly, completely and clearly the names of the attending directors,

significanatremarks,Q&Aofopinions.Thesummaryofthemeeting’s

resolutions is divided into number of ballots, agreed, objected and

abstained. Minutes of meeting both in Thai and English are also posted

on AOT website www.airportthai.co.th to facilitate the access to

information of shareholders and submitted to shareholders for their

acknowledgement and approval before the next meeting of shareholders.

(12) AOTcleartydisclosesshareholdingstructuresof itssubsidiariesand

associatesonthewebsiteandannualreporttocreateconfidenceto

shareholdersofthetransparentandverifiableoperations.

(13) AOToperateswithefficiencytocreategrowthandgoodoperatingresults

for shareholders’ appropriate returns.

2. Equitable Treatment of ShareholdersAOT emphasizes and provides equitable and fair treatment to every

shareholder regardless of sex, age, race, nationality, religion, belief, social status, or

physical disability. To that effect, the company has taken many efforts as follows:

(1) Theminoritysoleorjointshareholderswithnotlessthan100,000shares

have the rights to propose an annual general meeting items and nominate

aqualifiedpersonfordirectorshippriortotheAnnualGeneralMeeting

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of Shareholders, which is announced to the shareholders through the

Stock Exchange of Thailand’s website 3 months before the end of the

fiscalyear(1July-30September2011),oratleast6monthspriorto

the Annual General Meeting. The shareholders are informed of the criteria

in considering the shareholders’ proposed agendas or candidates. The

information of which is informed through AOT’s website. The Nomination

Committeeexamineswhetherthenomineeisqualifiedandthensubmits

the name to the Board for approval before proposing it for consideration

at the Shareholders’ Meeting. The company requests the shareholders to

elect each candidate for the director individually.

(2)AOT will arrange the shareholders’ meeting following the agendas

notifiedinthenoticeofshareholders’meeting.Thecompanyhasnopolicy

to add more agendas without informing shareholders in advance so that

theshareholdershavesufficient timetostudydetailsand information

pertinent to each item before making decisions.

(3) Thecompanyprovidesproxyformsforshareholderstoencouragethem

to exercise their voting rights and proposes 2 Independent Directors.

The shareholders are entitled to appoint an Independent Director as

their representative, using the proxy form as required by the Ministry of

Commerce, which are attached with the letter of invitation. The required

documents for proxy are also stated clearly with explanations to facilitate

shareholders.

(4) The company encourages shareholders to use separate ballots for

each agenda so they can cast their votes as deemed appropriate.

During the meeting, the ballots for each agenda are collected and

merged with the advance voting via proxy. The barcode system is

employed for the results of the vote counts. The resolutions are

subsequently announced at the meeting. To ensure transparency, the

ballots are counted in the presence of volunteer shareholders verifying

the results which will be kept for future checks.

(5) Theshareholdersareallowedtoelecteachcandidateforthedirector

individually.

(6) AOThasestablishedmeasuresagainstthemisuseofinternalinformation.

In compliance with Article 59 of the Securities and Exchange Act B.E.

2535, the Directors, Executives, and Vice President of Finance Department

and Accounting Department must report AOT shareholdings belonging

to themselves, their spouses and children under the legal of age to the

Securities and Exchange Commission when they are initially appointed to

the positions. They must also report on any buying, selling, or transferring

of the stocks regardless of value to the Securities and Exchange

Commission within 3 working days.

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(7)AOT directors and executives are required to submit reports of

their interests and the interests of concerned parties including

newly appointed directors and executives, using the form approved

by the Board, to the Corporate Secretary within 7 working days after

receivingnotificationfromAOT.Anychangesofdatamustbereported

to the Corporate Secretary within 7 working days from the day the

changes are made. The Corporate Secretary submits the copy of the

change to the Chairman of the Board of Directors and Chairman of Audit

Committee for acknowledgement and keeps the original document for

AOT’s internal use only.

3. The Role of StakeholdersAOT realizes the significance of the rights of stakeholders whether

being both internal such as employees and executives of AOT, and subsidiaries or

external such as shareholders, customers, employees, the government, joint venture

partners, business partners, creditors, society, community, and other related agencies.

AOT wants to ensure that basic rights of these individuals and agencies are well

protected and looked after in accordance with the law and applicable regulations. AOT

also realizes the support of stakeholderswhich create competition capabilities and

profitandthishasledtoAOT’slong-termsuccess.AOTBoardhasclearlydefinedthe

guidelines in its corporate governance policy which are disclosed on AOT’s website.

The company operates with respect to the rights of all stakeholders everywhere it

carries out business.

AOT also puts emphasis on providing communication channels to stakeholders

for the exchange of information and opinions by providing the channel for disclosure of

essential information on the website www.airportthai.co.th. Stakeholders and concerned

partiesareallowedtofilegrievancesforunfairtreatmentfromtheAOTandencouraged

to provide comments regarding improprieties at the counter service in each airport. In

2011,AOTreceived8complaintsintotal,3ofwhichwereresolved.AOTemphasizesthe

importanceofmaintainingconfidentialityandonlyusesordisclosestheinformationto

the entrusted or concerned group of people. The whole procedure and the interrogation

are defined in writing. Good Governance Communication Channels are as follows:

(1) Suggestions can be posted on the website www.airportthai.co.th. As

regards good governance issues, please contact the Corporate Secretary.

(2) OpinionboxesattheHeadquarterandtheofficeineachof6airports

under AOT’s responsibility.

(3) Good Governance Library, where certain area is provided for the

information regarding AOT’s operations, such as airport development

plans,procurementdocumentsandotheragreementswiththefinancial

amount of over 1 million Baht.

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The Treatment of StakeholdersAOT is committed to promoting cooperation between the company and the

stakeholderstocreatefinancialstabilityandbusinesssustainability.In2011,AOTtakes

careofallgroupsofbothinternalandexternalstakeholdersasspecifiedinCorporate

GovernanceHandbookcirculatedtoofficersandpostedonthewebsiteasfollows:

Shareholders • AOT pledges to be a good representative of shareholders in conducting

business transparently with emphasis on creating long-term economic value

and good returns for shareholders.

• To perform duties based on honesty and prudence for present and future

interests of major and minor shareholders and all concerned group of stakeholders.

• To conduct business with emphasis on creating long-term economic value

and good returns for shareholders.

• Todisclosebothfinancialandnon-financialinformationwithsufficientdetails

in due time as well as the AOT’s operating results in a factual, complete,

adequate,constantandtimelymannertoactuallyrepresenttheAOT’sfinancial

and operational performance.

Employees • AOT regards employees as one of the key factors for AOT’s success. The

company is committed to enhancing the capability of employees at all levels

on an ongoing basis throughout the year.

• Suvarnabhumi Airport has entered into Sister Airport Agreement with Germany’s

Munich International Airport, Korea’s Incheon International Airport, and Japan’s

Narita International Airport. This aims to exchange airport operation knowledge

and technology as well as provide various types of mutual cooperation in aviation

business.In2011,AOT’sofficersparticipatedinonthejobtrainingwithstaff

of Munich International Airport and Incheon International Airport which is one

of Asia’s leading airport. This training program gave the staff an opportunity

to exchange working experience and learn diverse airport management

technology in order to apply the knowledge to improve services at Suvarnabhumi

Airport to be the world’s top ten outstanding service quality airports.

• Moreover, the company provides complaint channels for employees where

thereisaconflictbetweenemployeesorbetweenanemployeeandhis/her

supervisor. The employee submitting a complaint according to the procedures

set out by AOT in good faith shall be protected, and the complaint shall not

cause dismissal or any disciplinary action on the part of the complain or

witnesses.

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• Furthermore, top Executives encourage employees at all levels to suggest

ideas thatarebeneficial to thecompany,especiallySuvarnabhumiAirport

which is the company’s main airport, for example, the energy saving policy.

Itiseveryofficer’sdutytocontinuallycooperateinenergymanagementto

createmaximumbenefitsunderGreenAirportconcept.

• The company ensures equitable treatment, good working environment as

well as appropriate and fair remuneration for every employee, such as

the establishment of the provident fund, medical expense reimbursement,

establishment plan for AOT saving and credit cooperative limited. The airport

club has also been established to support various activities, such as

educational trips, traveling, sports both in AOT and with state enterprises.

• Workingenvironmentisstressedforsafetyofemployees’livesandproperties.

• AOT puts emphasis on the development of knowledge, and capability of

employees. Every officer is regularly given equal opportunity to bemore

knowledgeable so 10 scholarships for the master’s degree level are provided

each year.

Government • To be accountable for the government sector, AOT is committed to conducting

business in full compliance with the laws and all applicable regulations of the

overseeing agencies. The company has provided constant support for the

governmentprojectstoensuremaximumbenefitsforsocietyasawholeand

to retain good relationships with the government agencies. The company deals

with government agencies transparently and is ready to provide accurate and

complete information to the government agencies upon request so as to

ensuretransparencyandcreatemutualtrustandconfidence.

Society, Community, and Environment • AOT, including Don Mueang International Airport and all regional airports under

itsresponsibility,hasCorporateCommunicationsOfficeasaunitresponsiblefor

overseeing the company’s society and community, and Environmental Department

responsible for environment impact caused by the airport operation. The

community around Suvanrnabhumi Airport is regulated by a unit such as Special

Affairs Department. Activities have been arranged for the community both inside

and outside the operation areas. Over the years, AOT has provided constant

supporttosocially-beneficialactivitiesintheareasofeducation,sports,culture,

and career development for a better quality of life of people in the community.

Additionally,thecompanyattachessignificancetolivinginharmonywithsociety

and the communities where AOT operates. The company strives to foster good

relationships with the communities, collaborating in solving problems to create

confidenceinthecommunitiesandsocietyasawhole(furtherdetailscan

befoundintheannualsocialandenvironmentalresponsibilitiesreport2011).

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Business Partners • AOT treats contracts, agreements, and conditions of trading partners based

onfairandjustreturntoensuremaximumbenefitsforallconcernedparties.

• AOT has increased communication channel via website so that business

partners and involved parties can coordinate commercial activities, procedures,

rent methods, contracts, and forms granting business operation. The website,

runbyadepartmentresponsibleforCustomerRelationManagement(CRM),

also creates convenience and gathers questions.

Competitors • AOT follows the framework of good business competition by continually

improving services in order to create passengers’ satisfaction. The Airport of

Smiles strategy is used to impress passengers with smiles.

• AOT shall fully compete with independence and fairness based on Airport

CouncilInternational(ACI)whichregulatesserviceandfacilitystandardsand

facilitation in airports worldwide.

Creditors • AOT treats creditors with fairness, responsibility, and transparency by strictly

complyingwith the terms of contracts and financial obligations regarding

repayment, assets safeguarding, and other conditions including the misuse of

loan as agreed with the creditors, the use of dishonest procedure, and the

concealing of facts that will cause damages to the creditors.

Debtors • AOT shall indiscriminately commit to and honor the obligations agreed with

the debtors regarding loan recovery and collection. Whereby the debtors fail

to meet the obligations, the negotiation shall be employed with no delay

tofindamutualsolutionunderthebestpracticesofcorporategovernance.

Debtors are regularly provided with reports on accrued liability in an accurate,

complete and timely manner.

• The company operates in full compliance with the laws, regulations, and

conditions regarding treatments of debtors.

Outsourced workers • As a result of AOT’s big operations, a lot of outsourced personnel are

employed to serve passengers directly. Therefore, AOT sees the importance

of providing regular training to these personnel in order that they operate

withefficiency.Outsourcedofficersalsoparticipate in theseminar“Under

the Same Roof” arranged annually by AOT to improve the service quality to

impress passengers.

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4. Information Disclosure and TransparencyThe disclosure of information is one of vital principles of good corporate

governanceprinciples.AOTgreatlyemphasizesdisclosinginformationtotheStockExchange

of Thailand and shareholders in accurate, complete, timely, reliable and equitable manners.

TheCorporateSecretaryOfficedisclosestheinformationtotheStockExchangeofThailand

while the Investor Relations Center is responsible for providing information and

responding to inquiries of investors and shareholders’ questions.

The disclosure of essential information is also posted on AOT’s website

in bilingual version, such as annual reports, good governance policy, the company’s

information and notice. The website is also constantly improved so that shareholders

and outsiders receive information in timely and accessiblemanners formaximized

benefits.Theinformationisasfollows:

(1)AOT’sessentialinformationconsistsofbothfinancialandnon-financial

information.Thefinancial statementsmustbeverifiedand inspected

by the auditor and deemed to be accurate in all material respects

and in conformity with the generally-accepted accounting principles.

They are approved by the Audit Committee and the Board of Directors

before disclosing to shareholders. The Board of Directors is also

required to reporton itsfinancial responsibilitiesand the reportsof

the Audit Committee and the auditor in the annual report. In addition,

AOT exchanged information within its organization and included

management discussion and analysis in the annual report and Form 56-1.

(2) Informationdisclosedtothepublic,shareholders,andinvestorsaccording

to Public Information Act 1998 will be published on AOT’s website in

both Thai and English such as the annual report, notice to shareholders,

and minutes of the shareholders’ meetings.

(3) AOTdisclosedtheroleandresponsibilitiesoftheBoardofDirectors

and sub-committees, the number of meetings as well as their attendance

recordsforfiscalyear2011andtheremunerationforthedirectorsas

approved at the shareholders’ meeting and by the top executives in

the annual report and Form 56-1.

(4) AOT established the Investor Relations Center responsible for

communicating information that reflects the true value of the

company to analysts, shareholders, investors of organizations, and

general investors in conformity with the regulations of the Stock

ExchangeofThailand.Theestablishmentaims tocreateconfidence,

increase good corporate image and positive attitude of shareholders and

investors. Investors or interested persons can acquire information about

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AOT such as financial statements, annual reports, and news submitted

to the Stock Exchange of Thailand through the 4 channels of AOT’s

Investor Relations Center as follows :

• Telephone: 0 2535 5900

• Fax: 0 2535 5909

• E-mail: [email protected]

• Mail: Investor Relations Center, Airports of Thailand Public Company

Limited. 333 Cherdwutagard Road, Sikun Sub-District, Don Mueang,

Bangkok 10210.

AOT realizes the importance of information disclosure in accurate, complete,

timely, and transparent manners. The Investor Relations Center, AOT’s representative,

was established to communicate with shareholders, investors, analysts, and other relevant

agencies and publicized information for investors, shareholders, and related persons

throughout 2011. The summary is as follows :

Fiscal Year 2011

• Company Visit 41 times/year

• Conference Call/Telephone Call/E-mail 415 times/year

• Analyst Briefing 1 time/year

• Roadshow

•Domestic 4 times/year

•Foreign 1 time/year

(5) AOT has disclosed financial, general, and important information

accurately according to the regulations of the Office of the Securities and

Exchange Commission. In addition, in 2011 AOT prepared Management

Discussion and Analysis (MD&A) for every quarterly financial statement.

(6) The company prepares financial statements in accordance with accounting

standard which passes the inspection of Office of the Auditor General

of Thailand. Shareholders can be confident that the information shown

in the financial report is accurate.

(7) AOT organizes the yearly Company Visit for shareholders to visit the airports

under the responsibility of the company in order to acknowledge information

and receive the opportunity to ask top executives about policies, results,

and solutions to various obstacles. The visit aims to create confidence and

positive relationship to the shareholders. The participating shareholders

are selected through application drawing. In 2011, AOT organized

the visit at the Phuket International Airport on 25 February 2011, with

50 participating shareholders.

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5. The Board of Directors’ responsibilities

AOT’s Corporate Governance PoliciesTheBoardofDirectorshasdefinedcorporategovernancepoliciesinwriting

since2006andcontinualverificationhasbeencarriedout.In2011,thecompanymodified

thepoliciestwice.Forthefirstmodification,thefourtheditionof25November2010,the

Board approved the improvement of structure and elements of the Board’s meeting i.e.

ameetingofdirectorswhoarenon-executivesmustbeorganizedatleastonceayear

withoutparticipationofthemanagement.Forthesecondmodification,thecurrentfifth

edition of 17 August 2011, the Board approved the adjustment of the Board’s structure

andelementswherebynewlyappointeddirectorswillreceiveabriefingofnecessary

and useful information within three months from the appointment date. The directors

must also hold no more than 3 positions in state enterprises and/or juristic entities

whose shareholders are state enterprises. This enables the Board to have appropriate

numberofdirectorsandthedirectorscanallocatetheirtimeefficiently.Inaddition,a

revision of a retirement regulation states that AOT’s Board of Directors is retired at

theageof65withimmediateeffectandnotificationtoAOTmustbedoneinwriting.

AOT has disclosed the corporate governance policy on AOT’s website.

Corporate SecretaryAOT appointed Miss Shanalai Chayakul as the Corporate Secretary responsible

for giving legal advice, rules and regulations needed by the Board and the executives.

She must also regulate the company’s activities and coordinate to ensure that AOT’s

operations are in compliance with the resolutions of the Board and shareholders’

meeting and AOT’s good corporate governance. The Corporate Secretary’s main duties

and responsibilities are as follows :

(1) To give advice to the Board of Directors and executives to ensure

thattheoperationsareefficientandinaccordancewiththelawsand

regulations of the Stock Exchange of Thailand, Capital Market Supervisory

Board,theOfficeoftheSecuritiesandExchangeCommission,relevant

regulations and resolutions of shareholders which correlate with good

corporate governance.

(2) ToorganizeandmaintaintheBoard’sregistra.

(3) ToorganizeandmaintaintheBoard’smeetingnotifications,meetingdocuments,

and minutes of meetings.

(4) Toorganizeandkeeptheshareholders’ lettersof invitation,required

documents, and minutes of meetings with complete information within

the timeframe of the law.

83

(5) To maintain interest reports submitted by directors and executives.

(6) Tosuperviseandberesponsibleforthepreparationandmaintenance

of annual statements (Form 56-1) and annual reports (Form 56-2).

(7) Toensurethatinformationisdisclosedandreportedtothesupervisingunits.

(8) Tosupporttrainingcoursesandprovidedirectorswithusefulinformation.

(9) TocarryoutothermissionsasassignedbytheBoard.

Good Corporate Governance HandbookAOT has placed emphasis on good corporate governance since 2002

and declared ethics to express commitment in doing businesses with transparency

and credibility. The corporate governance is also an important factor that generates

value for the organization and involved parties. On 1October 2009, the company

revised the ethics of 2002, the first edition ofAOT’sGoodCorporateGovernance

Manual. The content consists of corporate governance, its principles, ethics, and clear

guidelines which are in line with AOT’s corporate governance structure. The handbook,

1stedition(2009),havebeendistributedtothechairman,executives,andofficersfor

references and practice. Everyone must sign the testament to uphold good corporate

governance in their implementation in order to ensure that AOT will maximize

shareholders’benefitsaswellastakeintoaccountinvolvedpartiesandberesponsible

for the society and the environment. The information is also on the website

under good corporate governance topic for shareholders, investors, and interested

persons to easily gain access.

AOTorganizedactivities that supportedcorporategovernance,publicized

the issue, and conducted seminars regarding the impact of ethics on the company’s

organizationbyinvitingthechairman,everylevelofexecutives,andofficers.Theseminars

were recorded and broadcasted via the Intranet for attendees who did not participate.

In addition, the handbook was also used for human resources management

purposes in the orientation for new employees. Good corporate governance was included

in the basic course conducted by the Human Resource Management Department as

part of the annual human resources development plan.

Activities Supporting Corporate Governance and EthicsAOT has continually supported corporate governance and ethics since the

declaration of corporate governance policies which have been reviewed annually. The

distributionofthemanualtothechairman,executives,andofficersintheorganization

aims to create commitment in their duties.

84

In2011,AOTorganizedactivitiessupportingcorporategovernanceasfollows:

• TheBoardofDirectorsapprovedaregulationregardingofficers’ethical

behaviors analysis 2011 as in accordance with the Constitution of Thailand

2007, Measure 279. The regulation has the mechanism to enforce the

lawassuggestedbytheombudsmanandthoseauthorizedtoregulate

Measure280inordertocontrolcorporategovernanceintheorganization

andcreatevirtueandethics.Officerswereinformedviacircularletters,

electronics media such as AOT’s website and the Intranet.

• Theactivitiesaimedtosupportofficerstoparticipateandexpressopinions

on AOT’s ethics. A lecturer from the King Prajadhipok’s Institute was

invitedandworkshopswereorganizedattheheadofficesandregional

airportsthroughcitizendialogueinordertoputthecompany’sethics

into practice. The workshops were provided for intermediate executives

oftheheadofficesofDonMueangInternationalAirport,Suvarnabhumi

Airport, and 4 regional airports under the responsibility of AOT. The

seminars’ results were reported to the Good Corporate Governance

CommitteeandtheHumanResourceManagementDepartmentforofficers’

opinions and further human resource development.

• Discussiononethicsandworkingstandardswereconductedbylecturers

from the Office of the Ombudsman, the King Prajadhipok’s Institute,

and AOT Chairman with the attendance of the Corporate Governance

Committee.

• Therewasaspecial lecturebyexpertsonSufficiencyEconomyand

OrganizationalGoodCorporateGovernanceManagement.Thechairman

of AOT was also invited.

The Declaration of Collective Action Coalition of Thai Private Sector Against Corruption

AOT declared the collective action coalition of Thai private sector against

corruption with the Thai Institute of Directors, in collaboration with the Thai Chamber

of Commerce, the Thai Bankers’ Association, the International Chamber of Commerce,

and the Thai Listed Companies Association. The issue represented shared ethics of

the Thai private sector and showed their ambition to prevent and suppress corruption.

Conflict of InterestTheBoardofDirectorsemphasizespolicies to reducepersonal and the

company’sconflictofinterest.GoodcorporategovernanceregulatesthattheBoard,

executives,andofficersmustreporttheirinterests,aswellastheinterestsofinvolved

parties, in order to avoid exploitations of their positions for personal gain. The measures

are as follows :

85

(1) Avoid involvement in self-related issues thatcouldcauseconflictof

interest with AOT.

(2) Incaseswherenecessaryactionsmustbedone for thecompany’s

benefits,theymustbecarriedoutasiftheyaremadewithoutsiders.

TheBoard,executives,andofficerswhohavepersonalinterestsmust

not be in the approval process.

(3) Incaseswhereissuesarerelatedorthatmighthaveconflictofinterest

according to the notice of the Stock Exchange of Thailand, the Board

will ensure that the implementation is in accordance with regulations

and procedures and the information of involved registered companies

is disclosed.

(4) Incaseswhereexecutives,officers,orfamilymembersparticipateinthe

issueorareshareholdersinanybusinessesthatcouldcauseconflict

of interests with AOT, the top executive must be informed in writing.

(5) IncaseswheretheBoard,executives,orofficerstakethepositionsof

committeesoradvisorsofotherbusinessorganizations, theposition

takenmustnotconflictwithAOT’sinterestandoperations.

In addition, the Board and executives are required to report their interests,

as well as the interests of involved parties, to AOT so that the corporate secretary can

use them as information and tools to supervise the interests of the Board, executives,

or involved persons that have interests in the company’s management or subsidiary

companies. The corporate secretary must submit copies of the reports to the chairman

for acknowledgement.

Internal ControlAOTemphasizesinternalcontrolsysteminitsoperationsandconsistentlymonitors

the results to ensure that the system is suitable with the changing environment

caused by internal and external factors. The internal control structure consists of 5

sections i.e. environment control, risk assessment, activity assessment, information

and communication control, and evaluation follow-ups. The Audit Committee’s

responsibilitiesaretoreviewtheinternalcontrolsystemtocreateefficiencyandensure

that it is in compliance with the Regulations of the State Audit Commission relating to

theSpecificationofInternalControlStandards,B.E.2544.

86

AOT BOArd Of direcTOrs

Air Chief Marshal Sumet Photimanee (62 years)Chairman, Independent Director

Percentage of Shareholding None

Family Relationship with Executives of the Organization None

Education/Training

• B.Sc.,RoyalThaiAirForceAcademy

• RoyalThaiArmyWarCollege(Class41)1996

• NationalDefenceCollege(Class3)

Director’s Training Programs

• DirectorCertificationProgram (DCP):110/2008,Thai Instituteof

Directors(IOD)

Work Experience

• Director,AirportsofThailandPublicCompanyLimited

(March2008-January2009)

• PermanentChiefofStaff,MinistryofDefence

• Commander,RTAFSecurityForcesCommand

• Commander,DonmuangRTAFBase

Other Current Positions

• None

Asof30September2011,

AOTBoardofDirectorscomprisesthefollowing14members:

87

Police Major General Peeraphan Premabhuti (62 years)Duputy Chairman, Independent DirectorPercentage of Shareholding NoneFamily Relationship with Executives of the Organization NoneEducation/Training • B.A.(PoliticalScience),ChiangMaiUniversity •MasterofPublicAffairs,KentuckyStateUniversity,U.S.A. • LL.B.,RamkhamhaengUniversity • LL.M,ChulalongkornUniversity • NationalDefenceCollege(NDC)(Class45) • TopExecutiveProgram(Class33)Director’s Training Programs • DirectorCertificationProgram(DCP):108/2008, ThaiInstituteofDirectors(IOD)Work Experience • AdvisortothePrimeMinister,SeniorOfficial11 • PermanentSecretarytothePrimeMinister • AdvisortothePrimeMinister,SeniorOfficial10, Anti-MoneyLaunderingOther Current Positions • Director,AnandaDevelopmentPublicCompanyLimited

Air Chief Marshal Bureerat Ratanavanich (63 years)Independent Director, Chairman of Remuneration Committee, Member of Audit Committee, Member of Corporate Governance CommitteePercentage of Shareholding NoneFamily Relationship with Executives of the Organization NoneEducation/Training • B.Sc.,RoyalThaiAirForceAcademy • AirWarCollege(Class28) • NationalDefenceCollege(Class42) • CorporateGovernanceforDirectors andTopExecutivesofStateEnterprises andPublicOrganizations(Class5),PublicDirectorInstitute(PDI)Director’s Training Programs • DirectorAccreditationProgram(DAP):26/2004 • DirectorCertificationProgram(DCP):122/2009, ThaiInstituteofDirectors(IOD)Work Experience • DeputySupremeCommander • DeputyChiefofJointStaffOther Current Positions • Director,TOADoveChamIndustryCompanyLimited

88

Air Chief Marshal Raden Puengpak (64 years)Independent Director, Chairman of Nomination Committee,

Member of Audit Committee



Education/Training

• B.Sc.,RoyalThaiAirForceAcademy

•M.B.A.(Class7),KasetsartUniversity

• AirWarCollege(Class26)


• CorporateGovernanceforDirectors

andTopExecutivesofStateEnterprises

andPublicOrganizations(Class4),PublicDirectorInstitute(PDI)

Director’s Training Programs

• DirectorAccreditationProgram(DAP):73/2008

• DirectorCertificationProgram(DCP):107/2008

• AuditCommitteeProgram(ACP)29/2009,

ThaiInstituteofDirectors(IOD)

Work Experience

• DeputySupremeCommander

• AssistantCommander-in-Chief


• ChairmanofUniversalUtilitiesCompanyLimited

• ViceChairmanofAeronauticalRadioofThailandLimited

89

Flying Officer Norahuch Ployyai (61 years)Independent Director Percentage of Shareholding NoneFamily Relationship with Executives of the Organization NoneEducation/Training • B.Sc.,RoyalThaiAirForceAcademy • TheState’sNationalDefenceinCollaborationwith PrivateSector(Class16),NationalDefenceCollege • HighSecurityManagement (Class 1),NationalDefenceCollege • TopExecutiveProgram(Class11), CapitalMarketAcademy • TopExecutivePrograminCommerceandTrade(TEPCoT)(Class3), UniversityoftheThaiChamberofCommerceDirector’s Training Program • DirectorAccreditationProgram(DAP)ThaiAir2004, ThaiInstituteofDirectors(IOD)Work Experience • SeniorExecutiveVicePresident, ThaiAirwaysInternationalPublicCompanyLimited • ActingSeniorExecutivePresident, ThaiAirwaysInternationalPublicCompanyLimited • ActingManagingDirector,TechnicianDepartment, ThaiAirwaysInternationalPublicCompanyLimited • SeniorExecutiveVicePresident,OfficeofSeniorExecutivePresident, ThaiAirwaysInternationalPublicCompanyLimitedOther Current Positions • None

Mr. Thanapich Mulapruk (61 years)Independent Director, Member of Audit Committee,Member of Nomination CommitteePercentage of Shareholding None Family Relationship with Executives of the Organization NoneEducation/Training • LL.B.,ThammasatUniversity • BarristeratLaw,InstitutionofLegalEducation, ThaiBarAssociation • LL.M.,ChulalongkornUniversity • NationalDefenceCollege(Class41) • Politics and Governance in Democratic Systems for Executives (Class11),KingPrajadhipok’sInstitute • TopExecutiveProgram(Class7),CapitalMarketAcademy Director’sTrainingPrograms • DirectorCertificationProgram(DCP):79/2006 •MonitoringFraudRiskManagement(MFM):4/2010 •MonitoringtheSystemofInternalControland RiskManagement(MIR):10/2010 • AuditCommitteeandContinuingDevelopmentProgram (ACP):34/2011,ThaiInstituteofDirectors(IOD)WorkExperience • Director–General,DepartmentofSpecialLitigation • Director–General,DepartmentofEconomicandCrimeLitigationOtherCurrentLocations • Director,TransportCompanyLimited • Director,ElectricityGeneratingPublicCompanyLimited

90

Mr. Pongsak Semson (60 years)Independent Director, Chairman of Audit Committee,

Member of Nomination Committee



Education/Training

• B.A.(PoliticalScience),ChiangMaiUniversity

•M.B.A.(BusinessAdministration),

NationalInstituteofDevelopmentAdministration(NIDA)

•M.A.(PoliticalScience),ThammasatUniversity

• Ph.D(PoliticalTheory,ThaiGovernment,

RelationshipsBetweenCountries,Law,PublicPolicies,

PublicAdministration),ChulalongkornUniversity

• GraduateCertificateinSeniorManagement,ManchesterUniversity,U.K.

• CertificateinPublicBudgetingandFinanceManagement,

InstituteforTaxAdministration,U.S.A.


• State’sManagementandPrivateLaw(Class1),

KingPrajadhipok’sInstitute

• AdvancedAdministrationProgram(Class34),InstituteofAdministration

Development

• TopExecutiveProgram(Class9),CapitalMarketAcademy

• AdvancedSecurityManagementClass1),NationalDefenceCollege

Director’s Training Program

• AuditCommitteeProgram(ACP):22/2008

• DirectorAccreditationProgram(DAP):79/2009

• DirectorCertificationProgram(DCP):122/2009,


Work Experience

• AdvisortothePrimeMinister,SeniorOfficial

• PermanentSecretaryforBangkokMetropolitanAdministration


• Director,MassRapidTransitAuthorityofThailand

91

Mr. Veera Ruangsooksriwong (60 years)Director



Education/Training

• B.Eng.(CivilEngineering),

KingMongkut’sUniversityofTechnologyThonburi

•M.P.A.,NationalInstituteofDevelopmentAdministration

• NationalDefenceCollege(NDC)(Class46)

• CorporateGovernanceforDirectorsand

TopExecutivesofStateEnterprisesand

PublicOrganizations(Class5),PublicDirectorInstitute(PDI)


• None

Work Experience

• Director-General,DepartmentofHighways

• DeputyDirector-GeneralofManagement,DepartmentofHighways

• Director,HighwaysInstitute10

OtherCurrentPositions

• Director,ExpresswayAuthorityofThailand

• Director,ProvincialElectricityAuthority

Mr. Thawanrat Ornsira (59 years)Director



Education/Training

• B.Eng.(CivilEngineering),KasetsartUniversity


• TopExecutiveProgram(Class28)(OfficeofCivilServiceCommission)


• None

Work Experience

• Director–General,MarineDepartment

• DeputyPermanentSecretary,MinistryofTransport

• Inspector–General,MinistryofTransport


• Chairman,StateRailwayofThailand

• Chairman,TourismAuthorityofThailand

92

Mr. Wutisak Lapcharoensap (62 years)Independent Director, Chairman of Corporate Governance ComitteePercentage of Shareholding NoneFamily Relationship with Executives of the Organization NoneEducation/Training • B.A.(PoliticalScience)(Hon.),ChulalongkornUniversity •MasterofArts,UniversityofChicago,U.S.A.Director’s Training Program • DirectorAccreditationProgram(DAP):80/2009 • DirectorCertificationProgram (DCP):126/2009,Thai InstituteofDirectors(IOD)Work Experience • Chancellor,RamkhamhaengUniversity • Dean,FacultyofPoliticalScience,RamkhamhaengUniversity • Acting Director, Educational Technology Office, Ramkhamhaeng UniversityOther Current Positions • Chairman,BangkokMetropolitanAdministrationCityMarketOffice • Director,DhanarakAssetDevelopmentCompanyLimited

Mr. Arkhom Termpittayapaisith (54 years)Chairman of Risk Management Committee, Member of Remuneration CommitteePercentage of Shareholding NoneFamily Relationship with Executives of the Organization NoneEducation/Training • B.A.(Economics),ThammasatUniversity •M.A.(Economics),WilliamsCollege,U.S.A. • NationalDefenceCollege(Class46) • TopExecutiveProgram(Class35)(OfficeofCivilServiceCommission)Director’s Training Program • DirectorAccreditationProgram(DAP):51/2006 • DirectorCertificationProgram(DCP):92/2007 • AuditCommitteeProgram(ACP):22/2008, ThaiInstituteofDirectors(IOD)Work Experience • Secretary–General,NationalEconomicandSocialDevelopmentBoard • DeputySecretary–General, NationalEconomicandSocialDevelopmentBoardOtherCurrentPositions • Director,PTTChemicalPublicCompanyLimited • Director,ElectricityGeneratingAuthorityofThailand

93

Mr. Prasong Poontaneat (50 years)MemberofRenumerationCommittee

PercentageofShareholding None

FamilyRelationshipwithExecutivesoftheOrganization None

Education/Training

• LL.B.,SukhothaiThammathiratUniversity

• B.B.A.(Accounting),RajamangalaUniversityofTechnology

•M.B.A.(ManagementandOrganization),DhurakijPunditUniversity

• HighAdministrator,(Class49),PrinceDamrongRajanuphabInstitute

ofResearchandDevelopment




Work Experience

• Director–General,CustomsDepartment

• Inspector–General,MinistryofFinance

• DeputyDirector–General,RevenueDepartment

• Director,BureauofTaxCollectionStandards


• Director,GovernmentHousingBank

• Director,ExpresswayAuthorityofThailand

Mr. Somchai Sujjapongse (50 years)Director



Education/Training

• B.A.(Economics),ChulalongkornUniversity

•M.A.(Economics),OhioStateUniversity,U.S.A.

• Ph.D.(Economics),OhioStateUniversity,U.S.A.


• TopExecutivePrograminCommerceand

Trade(TEPCoT):2/2009,UniversityofThaiChamberof

CommerceinCollaborationwithMinistryofCommerceand

ThaiChamberofCommerce




94

Work Experience

• Director,StateEnterprisePolicyOffice

• Director–General,CustomsDepartment

• Director,FiscalPolicyOffice

• EconomicAdvisor,FiscalPolicyOffice


• Director,BangkokDusitMedicalServicesPublicCompanyLimited

• Director,AeronauticalRadioofThailand

• Director,MetropolitanElectricityAuthority

Mr. Wattana Tiengkul (48 years)Indepenent Director



Education/Training

• LL.B.,RamkhamhaengUniversity

• ThaiBarristeratLaw

• LL.M.,DhurakijPunditUniversity

• AnalysisandCompleteCreditManagement(Class20),

KrungThaiBankPublicCompanyLimited

• LeadershipDevelopmentforDepartment’sHead,

KrungThaiBankPublicCompanyLimited

Director’sTrainingProgram

• None

WorkExperience

•ManagingDirector,NoblePropertyEvolutionCompanyLimited

• DirectorandDeputyManagingDirector,

SiamappraisalandServicesCompanyLimited

• Director,SuphawatLawCompanyLimited

OtherCurrentPositions

• None

95

AOT seniOr execuTives

(1.) Mr. Nirandra Theeranartsin (60 years) Percentage of shareholding None


Education

• B.A.PoliticalScience(PersonnelManagement),ChulalongkornUniversity

• GraduateDiplomainHumanResourceManagement,SasinGraduateInstituteofBusinessAdministration

ofChulalongkornUniversity

Training

• GoodCorporateGovernanceDevelopment

• InformationTechnologySystemforSeniorExecutives

• ExecutiveinaGlobalizedWorld

• ITforManagementofaModernAirport

• NIDAWhartonExecutiveLeadershipProgram

Work Experience

• 1May2011-Present SeniorExecutiveVicePresident(RegionalAirports)

andActingPresident

• 1October2010-30April2011 SeniorExecutiveVicePresident(RegionalAirports)

• 1July2009-30September2010 SeniorExecutiveVicePresident,GeneralManagerof

SuvarnabhumiAirport

• 16May2008-30June2009 SeniorExecutiveVicePresident(BusinessDevelopment)

• 17October2005-15May2008 ExecutiveVicePresident(Administration)

96

(2.) Mr. Somchai Sawasdeepon (53 years) Percentageofshareholding None


Education

• B.Eng.(CivilEngineering),KingMongkut’sInstituteofTechnologyLadkrabang

• M.A.(BusinessAdministration),NationalInstituteofDevelopmentAdministration

• NationalDefenceCollege(NDC)(Class4919)

Training

• DirectorAccreditationProgram:63/2007ThaiInstituteofDirectors(IOD)

• DirectorCertificationProgram:120/2009ThaiInstituteofDirectors(IOD)

WorkExperience

• 15June2011-Present SeniorExecutiveVicePresident(EngineeringandConstruction)

• 1July2009-14June2011 SeniorExecutiveVicePresident

(EngineeringandInformationTechnology)

• 27March-30June2009 SeniorExecutiveVicePresident

(EngineeringandInformationTechnology)andActingPresident

• 16October2008-26March2009 SeniorExecutiveVicePresident

(EngineeringandInformationTechnology)

(3.) Flying Officer Anirut Thanomkulbutra (56 years) Percentage of shareholding None


Education

• B.Sc.,RoyalThaiForceAcademy

• M.A.(PoliticalScience),ThammasatUniversity

Training

• AirportManagement

• ExecutivesinaGlobalizedWorld

• InformationTechnologySystemforSeniorExecutives

• GoodCorporateGovernanceDevelopment


Work Experience

• 1October2010-Present SeniorExecutiveVicePresident,

GeneralManagerofSuvarnabhumiAirport

• 1October2007-30September2010 SeniorExecutiveVicePresident,

GeneralManagerofDonMueangInternationalAirport

• 1August-30September2007 SeniorExecutiveVicePresident(RegionalAirports)

• 15October2006-31July2007 ExecutiveVicePresident(RegionalAirports)

97

(4.) Mrs. Supaporn Burapakusolsri (58 years) Percentage of shareholding None


Education

• B.B.A.(Accounting),(Hons.)ThammasatUniversity

•M.B.A.(Accounting),ThammasatUniversity

Training

• PublicEconomyManagementforSeniorExecutive,KingPrajadhipok’sInstitute(Class7)

• AirWarCollege(Class35)

• ChiefFinancialOfficerCertificationProgram

• StrategicAirportDevelopment,Germany

• AirportManagementCommercial,Singapore

•MINIMBA(Class1)

Work Experience

• 16October2008-Present SeniorExecutiveVicePresident(PlanningandFinance)

• 8February2007-15October2008 ExecutiveVicePresident(PlanningandFinance)

• 28June2006-7February2007 Specialist10andActingVicePresidentofCommerce

andInvestmentManagementDepartment

(5.) Mr. Nitinai Sirismatthakarn (39 years) Percentage of shareholding None


Education

• B.A.(Economics),ChulalongkornUniversity

•M.P.A.(PublicAdministrations),UniversityofSouthernCalifornia

• Ph.D.(Economics),FloridaStateUniversity

Training

• None

Work Experience

• 2March2010-Present SeniorExecutiveVicePresident

(BusinessDevelopmentandMarketing)

• 2009 ManagingDirectorofInvestmentStrategy,

SCBSecuritiesCompanyLimited

• 2009 WorldBankAdvisor,MinistryofPlanningandInvestment,LaoPDR

• 2008-Present AdvisortheGovernorofPattayaCity

98

(6.) Miss Sasisubha Sukontasap (52 years) Percentage of shareholding None


Education

• B.B.A.(Management),UniversityoftheThaiChamberofCommerce

•MPPM,NationalInstituteofDevelopmentAdministration

Training

• DirectorAccreditationProgram(DAP)87/2011

• TheRolesandDutiesoftheBoardofDirectorsandExecutives

• VisionofThaiStateEnterpriseforStrongThaiEconomy

• NIDAWhartonExecutiveLeadershipProgram,U.S.A.


Work Experience

• 1October2010-Present SeniorExecutiveVicePresident(Administration)

• 14November2008-30September2010ExecutiveVicePresident(BusinessDevelopmentandMarketing)

• 1August2007-13November2008 VicePresidentofAdministrationDepartment

• 17October2005-31July2007 VicePresidentofOfficeofthePresident

(7.) Mrs. Poolsiri Virojanapa (53 years) Percentage of shareholding None


Education

• B.B.A.(Accounting),ThammasatUniversity

•M.B.A.(Business),KasetsartUniversity

Training

• ChiefFinancialOfficer(CFO)(Class1)

• CorporateFinanceforExecutive

• AdvancedDerivativeandFinancialRiskManagement,CentralBank,England

• DerivativeandSwapManagement,HongKong

• BondMarketandInterestRateRiskManagement

Work Experience

• 1October2009-Present ExecutiveVicePresident(PlanningandFinance)

• 1August2007-30September2009 VicePresidentofBudgetingDepartment

• 17October2005-31July2007 VicePresidentofCommercialand

InvestmentManagementDepartment

99

(8.) Miss Vilaiwan Nadvilai (57 years) Percentage of shareholding None


Education

• B.A.(Economics),RamkamhaengUniversity

•M.A.(Economics),UniversityofNewEngland,Australia

Training

• StrategyandDecisionMakingTechniqueforExecutive

•MonetaryExchange,DerivativesandStockMarket


• AccountingStandardsandGuidelines

Work Experience

• 1April2010-Present ExecutiveVicePresident,

DeputyGeneralManagerofSuvarnabhumiAirport(Administration)

• 1October2009-31March2010 Specialist9,SuvarnabhumiAirport,

ActingExecutiveVicePresident,

DeputyGeneralManagerofSuvarnabhumiAirport

• 14November2008-30September2009VicePresident,PlanningandFinanceDepartment,

SuvarnabhumiAirport

• 1August2007-13November2008 DeputyVicePresidentofBudgetingDepartment,

andActingDirectorofOutsourcingDivision

(9.) Miss Shanalai Chayakul (52 years) Percentage of shareholding None


Education

• LL.B(Hons),RamkhamhaengUniversity

• Barrister-at-Law,InstituteofLegalEducation,ThaiBarAssociation

Training

• CompanySecretaryProgram(CSP)33/2009,ThaiInstituteofDirectors(IOD)

• BoardReportingProgram(BRP)1/2009,ThaiInstituteofDirectors(IOD)

• EffectiveMinuteTaking(EMT)16/2010,ThaiInstituteofDirectors(IOD)

• CompanyReportingProgram(CRP)1/2011,ThaiInstituteofDirectors(IOD)

Work Experience

• 1October2009-Present CorporateSecretary

• 17May2006-30September2009 VicePresidentofLegalDepartment

• 17October2005-16May2006 VicePresidentofSupplyDepartment

• 11January-16October2005 VicePresidentoftheOfficeofLegalAffairs

100

(10.) Mr. Noppadol Mongkolsin (53 years) Percentage of shareholding None


Education

• B.B.A.(Accounting),RamkamhaengUniversity

•M.B.A.(Accounting),KrirkUniversity

Training

• BusinessAdministrationandBusinessLawsDevelopment

• ProblemsandGuidelinesforAssetAccounting

• AccountingStandardsforManagementandAuditor

• CertificateofStateEnterpriseFinancialExecutiveOrientation(CFO)(Class3)

Work Experience

• 14November2008-Present VicePresidentofAccountingDepartment

• 8December2004-13November2008 Specialist9

(11.) Mr. Soonthorn Siithithanalaph (58 years) Percentage of shareholding None


Education

• B.B.A(Accounting)(Hon.),SiamUniversity

Training

• Diploma,PublicEconomyManagementforExecutives,KingPrajadhipok’sInstitute(Class5)

•MINIMBA,FacultyofCommerceandAccountancy,ThammasatUniversity(Class56)

• FinancialManagementforExecutives,FacultyofEconomics,ChulalongkornUniversity(Class5)

Work Experience

• 1October2009-Present VicePresidentofFinanceDepartment

• 1August2007-30September2009 DeputyVicePresidentofFinanceDepartment

• 14December2005-31July2007 Specialist8,FinanceDepartment

101

(12.) Mr. Somboon Noinumkum (50 years) Percentage of shareholding None


Education

• B.B.A.(Accounting),RajamangalaUniversityofTechnology

•M.B.A.(BusinessAdministration),KasetsartUniversity

Training

• TheImplementationofInternationalFinancialReportingStandards(IFRS)inAOT’sFinancialReport

• GoodCorporateGovernanceandEthicsforSustainableGrowth

• BusinessImpactAnalysisforSuvarnabhumiAirportBusinessSector

• FinancialandCapitalMarketBasicKnowledge

Work Experience

• 15June2011-Present VicePresidentofPlanningandFinanceDepartment,Suvarnabhumi

Airport

• 14December2005-14June2011 Deputy Vice President of Planning and Finance Department,

SuvarnabhumiAirport

102

invesTmenT TrAnsAcTiOns

AOThasinvestedin9aviationcompaniesaswellasotherrelevantbusinesses

with1.43%-60%sharesofregisteredcapital.ThesubsidiarycompanywhichAOT

holdsmore than 50%of its registered capital include Suvarnabhumi Airport Hotel

Co., Ltd. There are also eight joint ventures companies that AOT holds less then

50%of their registeredcapital.AOThas initiatedcontractswithauthorizedairport-

relatedjointventurestoconductbusinessesintheairportsuchasdutyfreeshops,

warehousingservices,hotels,andaircraftrefuelingservices.Asof30September2011,

theshareholdingpercentageisasfollows

AOT Subsidiaries and Associates

Suvarnabhumi Airport Hotel Company Limited Hotel services 60.00

Airport Duty Free Company Limited Duty free retail 10.00

Thai Aviation Refuelling Company Limited Hydrant pipeline network and 10.00 refuelling service

Phuket Air Catering Company Limited Airline catering services 10.00

Airport Associate Company Limited Limousine service 10.00

Don Mueang International Airport HotelCompany Limited Airport hotel management 9.00

Bangkok Aviation Fuel Service

Pablic Company Limited Aviation fuel provider 4.94

Trade Siam Company Limited Electronic data interchange service 1.50

Thai Airport Ground Services Company Limited cargo warehouse, apron and 1.43

Company Business Character Shareholding Percentage


Service operation results AOT operates the total of 6 international airports in Thailand which include Suvarnabhumi Airport, Don Mueang International Airport, Chiang Mai International Airport, Hat Yai International Airport, Phuket International Airport, and Mae Fah Luang - Chiang Rai International Airport. In fiscal year 2011, AOT accommodated 109 scheduled airlines, 97 of which were mixed passenger-cargo airlines, and 12 of which were pure cargo airlines.

The total air traffic volume of AOT’s 6 airports totaled 441,440 flights or 14.43% increase, consisting of 248,388 international flights and 193,052 domestic flights, an increase of 15.18% and 13.48% respectively. The number of passengers totaled 66,300,666, a growth rate of 15.46%, with 42,110,806 international passengers or 17.53% increase and 24,189,860 domestic passengers or 12.02% increase. The total volume of freight and postal parcels amounted to 1,408,068 tonnes, a growth rate of 4.85%, 1,291,243 tonnes of which were international cargoes or 4.59% increase and 116,825 tonnes of which were domestic cargoes or 7.79% increase. AOT’s overall air traffic volume in fiscal year 2011 grew continually compared to fiscal year 2010, when the air traffic volumes were affected by the political unrest. However, there were still risk factors arisen from natural disasters and economic crisis in the United States and Europe which affected tourism in Thailand.

AIR TRAFFIC STATISTICS

: Fiscal Year

2010 2011 % 2010 2011 %

BKK+DMK 295,385 336,048 13.77 45,255,781 51,773,461 14.40

BKK 261,782 288,540 10.22 42,496,950 47,800,585 12.48

DMK 33,603 47,508 41.38 2,758,831 3,972,816 44.01

CNX 27,422 30,800 12.32 3,182,980 3,680,390 15.63

HDY 11,116 13,675 23.05 1,464,984 1,834,568 25.23

HKT 46,132 55,110 19.46 6,797,098 8,206,405 20.73

CEI 5,714 5,804 1.58 724,241 805,842 11.27

Aircraft Movements (Flights) Total Passenger Volume (Persons)

The total of 385,769 441,440 14.43 57,425,084 66,300,666 15.46 6 airports


105

Suvarnabhumi Airport In fiscal year 2011, Suvarnabhumi Airport and Don Mueang International Airport yielded the total of 336,048 aircraft movements, an increase of 13.77% compared to fiscal year 2010, with the total of 51,773,461 passengers or 14.40% increase. The total of freight and postal parcels amounted to 1,341,352 tonnes, a growth rate of 4.77%. Suvarnabhumi Airport accommodated 100 scheduled airlines, 88 of which were mixed passenger-cargo airlines, and 12 of which were pure cargo airlines. In fiscal year 2011, commercial airline movements totaled 288,540 flights or 10.22% increase, with 212,959 international flights and 75,581 domestic flights representing a growth rate of 12.92% and 3.26% respectively. The number of passengers totaled 47,800,585 or 12.48% increase, with 37,386,227 international passengers or an increase of 15.46% and 10,414,358 domestic passengers or an increase of 2.95%. The volume of freight and postal parcels totaled 1,334,218 tonnes or 4.77% increase, 1,281,611 tonnes of which were international, increased by 4.62% and 52,607 tonnes of which were domestic, increased by 8.44%. Don Mueang International Airport Don Mueang International Airport accommodated 2 domestic scheduled airlines. The number of commercial flights totaled 47,508 flights or an increase of 41.38%, 2,507of which were non-scheduled international flights, an increase of 46.87%, and 45,001 of which were domestic flights, an increase of 41.09%. The number of passengers totaled 3,972,876 or 44.01% increase, 28,798 of which were international passengers or 72.51% increase and 3,944,078 of which were domestic passengers or 43.83% increase. The volume of freight and postal parcels totaled 7,134 tonnes or 5.42% increase, 24 of which were international and 7,110 of which were domestic.

Cargoes and Postal Parcels (Tonnes)

2010 2011 %

BKK + DMK 1,280,271 1,341,352 4.77

BKK 1,273,504 1,334,218 4.77

DMK 6,767 7,134 5.42

CNX 20,641 20,528 -0.55

HDY 13,464 14,826 10.12

HKT 25,921 27,587 6.43

CEI 2,682 3,775 40.75

The total of 6 airports 1,342,979 1,408,068 4.85


Chiang Mai International Airport In fiscal year 2011, Chiang Mai International Airport served 13 scheduled airlines with 30,800 aircraft movements or 12.32% increase, 3,746 of which were international or 36.52% increase and 27,054 of which were domestic or an increase of 9.63%. The number of passengers totaled 3,680,390 or 15.63% increase, 345,320 of which were international passengers or 38.11% increase and 3,335,070 of which were domestic passengers or an increase of 13.71%. The volume of freight and postal parcels totaled 20,528 tonnes or 0.55% decrease, 109 tonnes of which were international or an increase of 4.81% and 20,419 tonnes of which were domestic or an decrease of 0.57%.

Hat Yai International Airport In fiscal year 2011, Hat Yai International Airport accommodated 7 scheduled airlines with the total of 13,678 flights or 23.05% increase, 1,635 flights of which were international, a growth rate of 118.29% resulting from the launches of Tiger Airways and Air Asia, and 12,043 flights of which were domestic or 16.17% increase. The number of passengers totaled 1,834,568 a growth rate of 25.23%, 204,152 of which were international passengers, a growth rate of 127.86% and 1,630,416 of which were domestic passengers, a growth rate of 18.54%. The volume of domestic freight and postal parcels totaled 14,826 tonnes or 10.12% increase. Phuket International Airport In fiscal year 2011, Phuket International Airport served 34 scheduled airlines with the total of 55,110 flights or 19.46% increase, 27,389 flights of which were international including both scheduled and chartered flights or an increase of 25.53% and 27,721 flights of which were domestic or an increase of 14.01%. The number of passengers totaled 8,206,405 or 20.73% increase,4,136,812 of which were international passengers or 33.78% increase and 4,069,593 of which were domestic passengers 9.84% increase including both Thai and foreign travelers. The volume of freight and postal parcels totaled 27,587 tonnes or 6.43% increase, 9,499 tonnes of which were international or 0.35% increase and 18,088 tonnes of which were domestic or 9.92% increase. Mae Fah Luang - Chiang Rai International Airport In fiscal year 2011, Mae Fah Luang - Chiang Rai International Airport accommodated 4 domestic scheduled airlines with the total of 5,804 flights or 1.58% increase, 152 of which were non-scheduled international flights and 5,652 of which were domestic flights, a decrease of 0.28%. The number of passengers totaled 805,842 or 11.27% increase, 9,497 of which were international passengers and 796,345 of which were domestic passengers. The volume of domestic freight and postal parcels totaled 3,775 tonnes or an increase of 40.75%.

Annual Report 2011 I Airports of Thailand Public Company LimitedGreen Airport 107

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

193,314

135

,309

58,0

05

135

,808

59,7

22

159

,160

73,6

00

175

,540

89,5

82

182

,157

98,5

47

192

,929

114

,315

199

,505

111

,930

177

,356

95,7

16

190

,293

105

,092

215

,466

120,5

82

195,530 232,760

265,122 280,704

307,244 311,435 273,072

295,385 336,048350,000

300,000

250,000

200,000

150,000

100,000

50,000

0

2002 2003 2004 200 2006 200 2008 2009 2010 2011

22,28

4,375

1,676,669

31,205,692

1,518,052 1,763,794 1,766,191 1,824,206 1,702,173 1,585,236 1,431,976 1,498,007 1,612,026

29,674,852 36,364,006

38,889,229 42,360,678 45,123,945 46,932,118

39,834,940 45,255,781

51,773,461

7,24

4,648

7,15

7,451

9,51

3,767

10,5

00,56

4

11,2

59,80

0

12,4

22,37

0

12,8

74,28

3

11,6

95,84

3

12,85

0,551

14,34

8,685

20,99

9,349

25,08

6,445

26,62

2,474

29,27

6,672

30,99

9,402

32,47

2,599

26,70

7,121

30,90

7,223

35,81

2,750

60,000,00050,000,000 45,000,000 40,000,000 35,000,000 30,000,000 25,000,000 20,000,000 15,000,00010,000,0005,000,000

0

881,8

5848

,912

930,770 941,676 1,029,568

1,119,433 1,198,120 1,207,970 1,291,931

993,769

1,280,271 1,341,352

894,3

15 4

7,361

978,3

36 5

1,232

1,061

,744

1,137

,605

60,51

5

57,68

9

1,152

,044

55,9

26

1,238

,453

53,4

78

947,3

4846

,421

1,225

,027

55,2

44

1,281

,635

59,71

7

1,400,000

1,200,000

1,000,000

800,000

600,000

400,000

200,000

0

International

International

International

Domestic

Domestic

Domestic

Total Aircraft Movements

Cargo Volumes (Freight+Mail) Excluding Transit

Direct Transit Total Passengers

Movements

Passengers

Tonnes

Fiscal Year

Fiscal Year

Fiscal Year

AIR TRAFFIC STATISTICSSuvarnabhumi & Don Mueang International Airports

Aircraft Movements

Number of Passengers

Cargo Volumes

93,314 42 2 ,333

000666 000 888 ,9998858552222

99 9,8,884454577

11 441133,

5511

1 11199,9

0033

9 ,5551171776 66

1 5505000,0,

22929 2121

,,0,858522

195,530 95,530232,76023 760

265,122 265 22280,704 28 704

307,244 307,244 311,435311,43 273,072 273,072

295,385295,385,

p16-23,36-37,44-45,104-112 pc18.indd 107p16-23,36-37,44-45,104-112 pc18.indd 107 12/27/2554 20:47:4112/27/2554 20:47:41


2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

1,93

8,94

8 10

7,53

9

1,808

,850

1

49,025

2,408

,752

18

6,98

0

2,757

,255

19

5,61

3

2,748

,077

29

5,67

2

3,019

,687

32

3,43

8

2,92

8,78

4 32

9,14

9

2,63

5,50

6 2

31,605

2,932

,671

2

49,221

3,33

4,92

7 3

44,576

32,436 43,666 68,258 59,049 34,407 27,565 18,376 5,235 1,088 887

4,000,000

3,500,000

3,000,000

2,500,000

2,000,000

1,500,000

1,000,000

500,000

0

23,960

37

6

24,23

6 68

1

24,05

1 70

7

23,70

7 66

9

25,71

4 29

5

23,12

2 30

7

22,06

1 37

7

17,262

35

5

20,53

7 10

4

20,41

910

9

24,336 24,917 24,758 24,376 26,009

23,429 22,438

17,617 20,641 20,528

30,000

25,000

20,000

15,000

10,000

5,000

0

Aircraft Movements


Cargo Volumes

Chiang Mai International Airport

International

International

International

Domestic

Domestic

Domestic




Fiscal Year

Movements

Passengers

Tonnes

Fiscal Year

Fiscal Year


13,694

2,48

9

11,77

9 3,99

5

14,727

5,48

7

17,47

8 4,88

4

18,779

5,69

0

21,65

0 5,05

8

21,77

9 3,62

1

20,23

1 2,65

1

24,67

8 2,74

4

27,05

43,74

6

16,183 15,774

20,214 22,362

24,469 26,708

25,400 22,882

27,422 30,800

35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

2,078,923 2,001,541

2,663,990

3,011,917 3,078,156 3,370,690 3,276,309

2,872,346 3,182,980

3,680,390


109

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Hat Yai International AirportAircraft Movements


Cargo Volumes

International

International

Domestic

Domestic



International Domestic Total Aircraft Movements

Fiscal Year

Movements

Passengers

Tonnes

Fiscal Year

Fiscal Year



2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Aircraft Movements


Cargo Volumes

Phuket International Airport

International

International

International

Domestic

Domestic

Domestic





Fiscal Year

Fiscal Year

Fiscal Year

Movements

Passengers

Tonnes


111

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Passengers

Tonnes

Fiscal Year

Fiscal Year

Mae Fah Luang-Chiang Rai International Airport

International

International

Domestic

Domestic




Cargo Volumes



AOT’s AIR TRAFFIC STATISTICS

Total Aircraft Movement441,440 Movements

Total Number of Passenger66,300,666 Passengers

Cargo Volumes (Freight & Mail) (Excluding Transit)1,408,068 Tonnes

72.10%Suvarnabhumi

94.76%Suvarnabhumi

65.36%Suvarnabhumi

2.77%Hat Yai

3.10%Hat Yai

5.55%Chiang Mai

6.98%Chiang Mai

5.99%Don Mueang

10.76%Don Mueang

1.22%Mae Fah Luang - Chiang Rai



12.38%Phuket

1.96%Phuket

12.48%Phuket

1.05%Hat Yai

1.46%Chiang Mai

0.51%Don Mueang


113


BUSINESS CONTINUITYDEVELOPMENT

Sister agreement is a cooperation between entrepreneurs of the same business type or in the same industry without realizing on geographical or language difference. This kind of agreement is popular among the areas of education, hospitals, ports, and cities.

Sister airport agreements have been conducted between international airports such as Denver International Airport, Munich International Airport, Central Japan International Airport Co., Ltd. (Nagoya International Airport), Flughafen Munchen GmbH (Munich International Airport), etc.

Airports of Thailand Public Company Limited (AOT) has entered into sister agreements with airports of excellent services since 2009. On 16 December 2009, AOT signed the agreement with Munich International Airport, which has been ranked Europe’s best airport for several consecutive years by Skytrax.

On 23 February 2010, AOT signed the agreement with Incheon Airport, which was awarded the world’s best airport for five consecutive years by Airport Service Quality (ASQ). In addition, on 8 July 2010 AOT and the management team of Narita International Airport, which was ranked the world’s top ten airports by ASQ, signed the agreement under the responsibilities of the two.

Additionally, AOT signed the agreement with Beijing Capital International Airport, China, and Austin-Bergstorm International Airport, Texas, the United States, on 22 February 2011 and 6 September 2011 respectively.

AOT hopes that the sister airport agreements will increase business opportunities and be one of the ways to elevate service quality of airports under AOT’s responsibility by learning the best practice from the 5 leading airports.

Sister Airport Agreement


115

Airport Service Quality Program was initiated by Airports Council International (ACI) located in Geneva, Switzerland. In 2011, more than 180 world’s leading airports have participated in this program including Suvarnabhumi Airport which joined up in the third quarter of 2007.

The program implementation is carried out by using a set of standard questionnaires distributed worldwide to survey passengers’ service satisfaction in 34 topics, such as transportation system, boarding pass check, immigration, shops, restaurants, hygiene, and atmosphere inside the terminals, etc. Then the airports will compile all the results and submit them to ACI for data processing and reporting on ratings and rankings among participated airports.

ACI announces the world’s five most outstanding airports of each category classified by passenger volume and regions on a yearly basis. In 2011, Suvarnabhumi Airport, with more than 40 million passengers a year, has been included in the category, while other leading 16 airports include Singapore Changi Airport, Chek Lap Kok Airport and Beijing Capital International Airport of the People’s Republic of China, and United Arab Emirates’ Dubai Airport, etc.

As a result of the participation in the program, AOT is clearly aware of the passengers’ satisfaction level and uses the information to improve the services to be in accordance with the international standards. In addition, AOT has learned about the procedures and service improvement from the leading airports. With its clear policies and goals, the company is determined to be one of the world’s top ten airports with excellent services.

AOT’s continual service quality improvement has resulted in the increasing satisfaction rating from passengers every year. AOT’s rating by ASQ has consistently improved i.e. the company was ranked 41st in 2007, 28th in 2008, and 24th in 2009. Although the ranking dropped to 45 in 2010 due to the increased passenger volume which was up to 120,000 - 140,000 per day in average, in 2011 AOT has managed the congestion and encouraged AOT’s officers to provide services with politeness and kindness. Additionally, AOT has signed Chiang Mai International Airport up for the ASQ program in early 2011. This shows the company’s determination to improve service quality of every airport under AOT’s responsibility to be the world’s outstanding service quality airports.

Airport Service Quality (ASQ)

116

AOT’s HumAn ResOuRce DevelOpmenT

PolicyAOT realizes the importance of human resources

and regard them as invaluable assets and the driving

forces of the company to attain sustainable success,

especially during the times of rapid change and com-

plication. Therefore, AOT stresses on “Human Resource

Development”, which is an important tool for airports

management, coping with changes, and creating value to

the organization. Operational skills of human resources

must be developed in accordance with the air transpor-

tation international standards, especially the International

Civil Aviation Organization (ICAO) so that the company

can become Asia’s leading business airport.

117

ImplementationAOT is dedicated to the development of human

resources potential according to the international

standards and to increase business growth by developing

Suvarnabhumi Airport, regional airports, and extending

Don Muang International Airport’s commercial activities.

This is to drive forward the organization in order to

fulfill the vision and achieve sustainable success.

Additional implementation of human resource development

according to the annual plan is as follows :

1. Sucessive training courses under the Annual

Human Resource Development Plan.

1.1 Airport courses, such as Orientation Program,

Airport Operations, and the 3 levels of Airport Management

i.e. primary, intermediate, and advance.

1.2 Operation courses, such as Instrument

Rating Ground (IRG), Private Pilot License (PPL), Airport

Safety, Accident/Incident Investigation and Root Cause

Analysis, review of Baggage Conveyor System, review of

body armor practice and review of Emergency Lighting

System, etc.

1.3 Business and general management

training courses, such as International Financial

Reporting Standard for the Board and officers, IT

Auditing, foreign languages (Japanese, Korean, Chinese),

Work Manual, Occupational Safety Regulations, etc.

1.4 Courses for AOT’s Board of Directors and

senior executives, such as Thai Institute of Directors’

Director Accreditation Program, Office of Administrative

Courts’ Senior Executives’ Justice Management Program,

State Enterprise Policy Office’s Knowledge Exchange

of State Enterprises’ Quality Appraisal System Seminar,

Thailand Development Research Institute’s Reduction of

Inequality and Business Opportunity Seminar etc.

1.5 Overseas training, conferences, and

seminars, such as ACI Asia-Pacific Human Resources

Best Practice Seminar in Malaysia, International Visitors

Leadership Project, Senior Crisis Management Seminar

and Advance Imaging Technology International Policy

Summit in the United States, and the 28th ASEAN

International Airports Association Conference in Singapore,

etc.

118

2. Additional Projects/Training Courses

2.1 AOT’s Public Airport Managers Program

This program enables General Manager

and Deputy General Manager of AOT’s airports to

understand standards, laws, and procedures of public

airports and comply with regulations of the Board of

Directors of Civil Aviation.

2.2 Training Program under sister airport

agreements between Suvarnabhumi Airport and other

international airports for officers in the organization.

This program is to provide airport officers

with an opportunity to learn, exchange ideas and

experiences, develop potential and be prepared to cope

with various airport operations. AOT has signed the

sister airport agreements with the following airports :

• Munich International Airport by sending of-

ficers to attend On the Job Training (OJT) workshops

on aviation marketing and terminal services.

• Korea’s Incheon Airport by sending officers

to attend courses on airside operations, airport planning

and design, and customer satisfaction.

2.3 State Enterprises Performance Appraisal

(SEPA) Program

This program provides executives and

officers with knowledge, understanding and correct

practice of SEPA’s appraisal of State Enterprise Policy

Office (SEPO), and enables them to develop the system

within organization required by SEPA.

119

In fiscal year 2011, AOT had 48 human resource

development programs/training courses with 4,216

participants. The courses are as follows :

1. Airport Management Training

• 112 Programs/Training Courses or 26.17%

• 1,127 Participants or 26.75%

2. General Management Training


• 746 Participants or 17.70%

3. Functional & Operations Training


• 1,612 Participants or 38.24%

4. Soft Skills Training


• 731 Participants or 17.31%

2.4 AOT’s Competency Development Program

This program is to serve AOT’s corporate

plan, management strategies for high efficiency plan

and Strategic Improvement Plan (SIPs) on human

resources development. The aims are to develop AOT’s

competency model i.e. core competency, managerial

competency, and functional competency as well as apply

the competency system to manage human resources

in the organization.

2.5 AOT’s English Program for officers

through self-learning via Tell Me More’s E-learning

This program is designed to enhance

English skill of the frontline officers and promote the

self-learning method which support AOT to become the

learning organization.

120

suvARnAbHumi AiRpORT’s secuRiTy meAsuRes

Suvarnabhumi Airport has implemented security measures in accordance with the standards and procedures of the International Civil Aviation Organization (ICAO) and the Air Navigation Act B.E. 2497 (revised edition B.E. 2551) in order to prevent possible harm that could occur in the area. Preventive Security Measures are as follows :

1. Airport security measuresThe establishment of defense line for security

purposes comprises outer line of fence around the airport of 28 kilometres long paralleled with a canal, airside fence of 23 kilometres long and 3 metres high with 50 centimeters high barbed wire. In addition, fortresses, lighting system, and CCTV have been installed in order to prevent intruders.

Security officers have been assigned to patrol areas around the airport as well as those under Suvarnabhumi Airport to prevent any act that may cause damage to the airport and the airport users.

The security areas have been divided into restricted and prohibited areas. To gain access, individuals are required to be screened by the officers in charge. At present, Suvarnabhumi Airport is also equipped with personal security pass reader to ensure that only authorized person is allowed to access to the prohibited areas.

121

2. Pre-boarding security measures and baggage screening

Passengers and their carry-on baggage must be screened by Walk Through Metal Detector (WTMD) and X-Ray machines before boarding the plane. Each checked baggage must be screened by the Inline Screening System, or CTX 9400 DSi, a hi-tech system used to trace the explosive items, and Explosive Trace Detector (ETD) are used to prevent carrying of any hazardous items that may be harmful to the airport and passengers and to restrict the transfer of prohibited objects that may cause any act of unlawful interference on board.

Suvarnabhumi Airport has used Centralize Screening system to screen passengers and their belongings before boarding the plane with the objectives to enhance security efficiency and create confidence on the security system as well as service efficiency for passengers.

3. Security measures for cargo and parcels The airport operators authorized by Suvarnabhumi

Airport will regulate and ensure smooth transportation. Individuals or vehicles entering into the aircraft parking area must be screened in accordance with the airport’s security measures. The airport operators’ security plans must also conform to the the security plans of Suvarnabhumi Airport.

4. Aerodrome safety readinessPresently, severity of threats to aviation indus-

try and terrorism tend to increase. Suvarnabhumi Airport has prepared 4 security levels as follows :

Level 1 – Low level/Information about potential terrorism obtained

Level 2 – Risk level/Risk of being attackedLevel 3 – High level/High risk of terrorist attacksLevel 4 – Severe terrorism risk/Received

intelligence that there will definitely be an attack

การใหบรการ ณ ทาอากาศยานดอนเมอง

122

leave their belongings unattended through announcement

system, arranging patrols in the passenger terminals

while the patrol cars inspect specified areas in airside

and landside, and inspecting any suspect objects by

explosive ordnance disposal technicians.

4. Set up measures to prevent smuggling,

unrests, and other types of crimes in the airport.

5. Set up measures to prevent aircraft sabotage

and unlawful seizure of aircraft.

6. Set up measures to inspect passengers, carry-on

baggage, and checked baggage before boarding.

7. Set up the food control measures. Airline

operators or their representatives or contractors are

responsible for supervising food loading process and

transporting of food containers from catering building to

the aircraft in order to prevent smuggling of weapons

or explosive items in the food containers.

8. Set up measures for security inspection by

implementing security quality control plan, examining

the standard operating procedures of security officers,

providing training courses to enhance or review knowledge

of personnel, and arranging rehearsals according to

contingency plans, emergency plans or the national

security plans.

Don Mueang International Airport security

measures are in accordance with the regulations

of the Office of the Prime Minister of Thailand on

National Security B.E. 2552, Air Navigation Act B.E. 2497,

Air Navigation Act (No. 11) B.E. 2551 as well as

regulations of the Civil Aviation Committee and the

Airports Authority of Thailand B.E. 2522 with support of

the Royal Decree of Power, Rights, and Benefits of the

Airports of Thailand Public Company Limited B.E. 2545 and

Annex 17 of the International Civil Aviation Organization

(ICAO) on Safeguarding Civil Aviation against Acts of

Unlawful Interference. The measures are as follows :

1. Identify security perimeter e.g. restricted and

prohibited areas.

2, Set up measures to supervise accessing of

individuals or vehicles in prohibited areas. Any individuals

and vehicles require to access the prohibited areas

must carry the security pass issued by Don Mueang

International Airport or by the Airports of Thailand Public

Company Limited and should be screened by security

officers before and after entry.

3. Set up measures to prevent sabotage at the

airport by monitoring any suspect behavior with the

use of 24-hour CCTVs, encouraging passengers not to

DOn mueAnginTeRnATiOnAlAiRpORT’sseRvices

123

cHiAng mAi inTeRnATiOnAl AiRpORT’s seRvices

Chiang Mai International Airport operates in

compliance with Annex 17 of the regulations of the

International Civil Aviation Organization (ICAO) governing

security. In early 2011 Chiang Mai International Airport

has passed security standard audit of the Department

of Civil Aviation and the assessment of the Transportation

Security Administration (TSA). This has proved the airport’s

international security standards and its acceptability from

the world’s leading security agencies.

Although Chiang Mai International Airport’s

services and security measures are of international

standards, the airport is moving forward to continuous

improvement. This is especially the case with the

development of security officers who are considered the

key of operation. Therefore, theoretical and practical

training programs have been regularly and continually

provided for them to catch up with modern technology.

The passengers are provided with confidence,

convenient and rapid security procedures which is a

part of the airport’s participation in Airport Service

Quality Program (ASQ) to create maximum satisfaction

for passengers.

124

HAT yAi inTeRnATiOnAl AiRpORT’s seRvices

Hat Yai International Airport adheres to the

standards of Annex 17 of the International Civil

Aviation Organization (ICAO), Air Navigation Act B,E.

2497, the regulations of the Airports Authority of Thailand

Act B,E. 2522, the regulations of the Office of Prime

Minister of Thailand on National Security B.E. 2517

as well as regulations of the Civil Aviation Committee as

airport security guidelines, with an objective to prevent

unlawful interference.

As a result of the unrest in the 3 southern border

provinces, Hat Yai International Airport has elevated

its security measures to prevent terrorism and create

confidence to passengers and airport users as follows :

1. Access into the airport is limited to one.

2. Every vehicle is screened and recorded.

3. Access into the passenger terminal is limited

to one.

4. Every individual and baggage are screened

before accessing the passenger terminal.

5. No vehicles are allowed to park under the

passenger terminal.

6. Fines are imposed on those who leave their

baggage unattended.

7. Patrols of explosive ordnance disposal

technicians and military canines are arranged

for both inside and outside the passenger

terminal including the parking lot.

8. Air Force officers are responsible for the

security in the parking area.

9. Soldiers and police are stationed at the

airport’s security center on a daily basis.

10. Patrol officers inspect the surrounding area

every 1 hour.

11. Security officers are assigned to check all

the areas via CCTVs.

12. Royal Thai Air Force police officers are

stationed at the airside area.

125

pHukeT inTeRnATiOnAl AiRpORT’s seRvices

Phuket International Airport adheres to the

standards of International Civil Aviation Organization

(ICAO), which, as stipulated in Annex 17, is the highest

international standards concerning commercial aviation

security for the prevention of unlawful interference.

Preventive security measures are as follows :

1. Basic security measures consist of:

1.1. Security prohibited areas. In order to

comply with the regulations of the Office of Prime

Minister of Thailand on National Security B.E. 2517 and

recommendations of ICAO, some areas are designated

as restricted and prohibited areas where individuals

or vehicles gaining access must follow the security

regulations such as wearing a security pass, passing

the screening procedures, etc.

1.2 Perimeter Protection. Area surveillance is

considered to be an important mission of the airport.

Thus, foot and car patrols are conducted as well as

the use of 24-hour CCTV system around the airport, the

stationing of officers in the parking areas, the patrols

of areas connected to the airport in collaboration with

Tha Chatchai provincial police station etc.

1.3 Close Protection of the Inner Area. In

order to ensure that there will be no ground attacks,

surveillance in many areas has been conducted such as

the apron areas, passages leading to the apron areas,

luggage screening and storage areas, postal parcels

areas etc.

1.4 High Risk Flights Security. As requested

by the state or other airlines, tight security measures are

provided for high risk flights, for example royal flights

and flights with possible risks arriving in Phuket.

1.5 Security Forces. To be able to effectively

implement security measures according to 1.1 - 1.4,

Phuket International Airport has taken into consideration

the readiness of forces with high mobility and provision

of radio communication and weapons to immediately

prevent harm at the airport.

2. Specific security measures consist of :

2.1 Screening of Passengers and Cabin

Baggage. Thorough screening of passengers and

cabin baggage are implemented and the access of

unauthorized individuals into the screening points is

strictly prohibited.

126

2.2 Checked – Baggage Control. After a tag

is attached to a checked baggage, it can then be taken

to the aircraft by Phuket International Airport and the

airlines.

2.3 Screened – Passenger Controls. To ensure

that weapons or hazardous items are not smuggled via

screened passengers, Phuket International Airport has

a measure to separate screened passengers from the

unscreened ones.

2.4 Cargo/Mail/Courier/Operator Stores Control.

Individuals and vehicles transporting cargo, mail, food,

and operator stores must be screened by security

officers at screening point No.1 and have their security

pass checked before gaining access to the prohibited

areas. In suspicious cases, security officers may check

the items as appropriated.

2.5 Protection of Aircraft. Notification and

inspection of aircraft threats will be implemented when

there is initial information regarding possible acts of

unlawful interference in certain airports.

2.6 Authorized Carriage of Weapons. Every

type of weapons, especially guns, must be approved

by screening officers before boarding and comply with

Phuket International Airport’s regulations.

2.7 Access Control. Phuket International

Airport has specified prohibited areas, fence lines,

and designated channels for individuals and vehicles

accessing prohibited areas. In addition, individuals, their

security passes, and vehicles must be screened by

security officers.

2.8 Surveys and inspection. Security measures

may have flaws or be insufficient due to the changing

acts of unlawful interference. As a result, new measures

must be initiated and current measures must be reviewed

and examined every 6 months. The International Civil

Aviation Organization (ICAO) and the Federal Aviation

Administration (FAA), which has changed its name

to Transportation Security Administration (TSA), have

additionally sent officers to survey and examine the

security measures. Regional airports are also informed

for harmonious operations.

3. As a result of the sabotage in various

countries, Phuket International Airport’s preventive

security measures are as follows :

3.1 In normal circumstances, Phuket International

Airport’s operations are according to item 1. However,

since the terrorist attack in the United States on 11

September 2001, the airport has implemented Level of

Threat consisting of 4 levels as follows :

• Level 1 – Normal situation. No news

on terrorist movement.

• Level 2 – Standard level of terrorism risk.

• Level 3 – Special level of terrorism

risk with specific threats to aviation.

• Level 4 – Fully prepared to respond

to terrorism.

At present, Phuket International Airport is

implementing Level 2, the operation principles of which

are as follows :

3.1.1 The increase of security officers

and the implementation of stricter security measures

such as boosting the frequency of patrols both inside

and outside the buildings, applying stricter measures on

pre-boarding baggage random screening, allowing cars

to park only at passenger drop-off zone.

3.1.2 The arrangement of airport security

measure audit on operation and prevention system.

3.1.3 International terrorism analysis by

coordinating with domestic and foreign intelligence to

appraise international terrorism situations which may

occur in Thailand. The appraisal will determine as to

whether the threat level should be adjusted.

3.2 Arrangement of meeting with the public

and private sector and asking them to watch closely

to any suspect behavior and unattended properties.

127

mAe FAH luAng – cHiAng RAi inTeRnATiOnAl AiRpORT’s seRvices

and properties but they will also affect the country’s

image and reputation. Therefore, training courses must

be systematic and comply with international standards.

2. Mae Fah Luang - Chiang Rai International

Airport’s English proficiency courses for screening and

security officers. It is necessary for the officers to

improve their English abilities for highest satisfaction

when communicating with passengers.

3. Firearm practice and its maintenance. Training.

Security officers with pistols must receive training on

how to use and maintain their guns appropriately. Also,

they must be trained to be accustomed to using their

weapons correctly with confidence.

Mae Fah Luang - Chiang Rai International Airport

adheres to security standards of International Civil Aviation

Organization (ICAO) stipulated in Annex 17, which is

the highest international standards on commercial

aviation’s security measures to prevent harm caused

by acts of unlawful interference. In fiscal year 2011,

the airport has continually improved human resources

to enhance security and service potential as follows :

1. 3M Training Course. This is to enhance

security measures at Mae Fah Luang - Chiang Rai

International Airport. Screening and security are parts of

the important missions. The airport must be responsible

for passengers’ lives and properties. Should mistakes

happen, they will not only cause damages to the lives

128

Safety training programsAOT provided various training programs

required by the law and enrichment courses that

provide useful information on operations such as

courses for working safety officers of various levels,

Basic Rescue and Fire Fighting, Accident Investigation

and Reporting course, Ergonomics course for airport

officers, basic first aid training course, annual fire drills,

course concerning safety laws and implementation

in the past year, course of causes and prevention of

accidents, etc.

mAnAgemenT OF sAFeTy, OccupATiOnAl HeAlTH AnD WORking enviROnmenT

Management of safety, occupational health and working environment

AOT realizes the importance of management of

safety, occupational health and working environment.

In 2011, AOT has reorganized its structure by setting

up Aerodrome Standardization and Occupational Health

line that consists of departments especially for

aerodrome standardization, safety, occupational health

and environment in the workplace. In addition, AOT has

established agencies to manage occupational safety

in every airport under its responsibility with assigned

personnel. This is to ensure that airports’ operations,

activities, and projects will not affect safety of officers,

properties as well as contractors working in the company.

129

Monitor of working environment and health check for officers exposed to risk factors

AOT has monitored working environment such

as light and sound, especially loud noises which are

main risk factors that affect airport officers, in order

to regulate preventive measures for positive working

environment of officers and to avoid occupational

diseases as well as gain good health.

In addition to safety operations and management

of working environment required by law, AOT has

arranged the annual health check for officers, including

data gatherings for those whose work have involved risk

factors during the past years in order to provide them

with health check and health report. It is expected to

take effect at every airport by fiscal year 2012 which

will enable the risk group to be checked and the

systematic data filing on health to be conveniently

located, examined, and analyzed.

Accident statistics (cases where absences from work)

As a result of the continual safety and accident

prevention campaigns, accidents which caused officers

to be absent from work tend to decrease which were

9 accidents in 2007 and 4 accidents in 2010.

Graph showing injury frequency rate

(individual/million working hours)

Note : Data as at 30 September 2011

Graph showing injury severity rate

(day/million working hours)

Injury Frequency Rate (IFR) and Injury Severity Rate (ISR)

Injury Frequency Rate (IFR) and Injury Severity

Rate (ISR) reflect the number of officers injured and

absent from work (individual/million working hours) and

the number of days lost because of accidents (day/

million working hours) respectively. From 2007 onwards,

the frequency and severity rates declined by 0.61 IFR

and 0.46 ISR in 2010.

Graph showing number of accidents causing absences from work

(time)

To prevent and reduce occupational accidents,

it is necessary for officers to study and use the AOT

working safety manual as a guideline. The contents of

which cover the majority of AOT’s work in order to

efficiently reduce accidents and occupational diseases.

10

8

6

4

2

0

2007 2008 2009 2010 2011

2007 2008 2009 2010 2011

50

40

30

20

10

0

44.56

2007 2008 2009 2010 2011

2

1

0

44.56

6.29 4.46 6.46 7.25

1.09

0.87

0.42 0.39 0.43

130

One of AOT’s corporate social responsibilities is

to make sure of our officers’ safety and good health

without injuries, sickness or occupational diseases. AOT

has realized the importance of labour resources and

has continually supported safety, occupational health,

and working environment activities, hence the decline

in injury rate. Furthermore, working environment, risks

and various unsafe conditions have been rectified and

improved.

AOT has launched a safety campaign called

“Helmet Campaign for Schools Near AOT’s Head Office”

to promote and motivate students to be attentive to

motorcycle safety. This is also in line with the cabinet’s

resolution stipulating 100% helmet zone for government

offices and state enterprises. In 2011, AOT launched this

campaign in 4 schools and gave helmets to students

and school personnel.

cORpORATe sOciAl RespOnsibiliTies, sAFeTy, OccupATiOnAl HeAlTH AnD WORking enviROnmenT

Outstanding organization on safety, occupational health and working environment

To stimulate and promote AOT’s personnel

to realize and participate in safety operations, AOT

encouraged airports to take part in the annual competition

of the Outstanding Organization in Safety, Occupational

Health and Working Environment, the award of which

AOT received from Department of Labour Protection

and Welfare, Ministry of Labour. AOT Head Office won

the said award for 5 consecutive years while Phuket

International Airport and Mae Fah Luang – Chiang Rai

International Airport have been awarded for 8 and 2

consecutive years respectively.

131

cORpORATe sOciAl RespOnsibiliTy (csR),cOmmuniTies AnD enviROnmenT

During the past years, AOT has incorporated

Corporate Social Responsibility into its operations by

looking after the communities around the airports such

as compensation to those affected by noise, arrangement

of public relations activities to support education, the

environment, arts, culture, religion, and sports, etc. For

fiscal year 2011, AOT initiated a master plan as well as

operation plans for Corporate Social Responsibility for

2011 - 2014 fiscal years. The master plan was approved

by AOT Board in the 3/2554 meeting on 24 February

2011. According to AOT’s instruction of 946/2554 on

15 September 2011, the company established the

Social Activity Division under the responsibility of the

Corporate Communications Office and its main mission

is to regulate policies, master plan, operation plans,

and implement Corporate Social Responsibility projects.

The Corporate Social Responsibility master plan

stipulates operation guidelines on “Air Preservation”

which lay down 3 operation frameworks i.e. Nice People-

Nice Air, Clean Air, and Deep Breath.

1. Nice People-Nice Air activity is implemented in

the country and society levels including community and

the surrounding areas. It emphasizes the establishment

and development of people and community covering

all dimensions such as education, arts, culture, religion,

and sports.

2. Clean Air activity is also implemented in the

country and society levels as well as community and

the surrounding areas. It stresses the decrease of

environmental impacts on pollutions such as dust, smoke,

greenhouse gases, noise, garbage disposal, and waste

water. In addition, AOT places the importance on the

utilization of clean and alternative energy both in terms

of campaigns and support of new technology.

3. Deep Breath activity is implemented in the

organization level and takes into consideration the crucial

corporate social Responsibility

132

principles of CSR operations on 4 important issues as

follows :

• Corporate governance : transparency,

equality, fairness, efficiency, and verifiability.

• Fair business operations and responsibility

to consumers.

• Respect of labor rights and fair treatment

to provide staff with good quality of life and enable

them to demonstrate their potential. Training courses

are also provided to enhance their working skills.

• Encouragement of staff’s volunteer spirit

to help the society.

AOT has a working group responsible for

Corporate Social Responsibility (CSR) with the

President as Chairman. This working group holds

a monthly meeting to follow up the operation results

and ensure that the activities are appropriate and

in accordance with the master plan. The working

group is also required to continually report the

CSR operations to AOT Board on a quarterly basis.

Additionally, AOT prepared the first CSR report for

fiscal year 2011 which was in compliance with

the Global Reporting Initiative (GRI) to disseminate

information on AOT’s operations along with the

Corporate Social Responsibility. The report also creates

an understanding between the organization and

stakeholders and is used as CSR operation guidelines

and value enhancement to the organization for

sustainable growth.

133

Guidelines1. AOT’s operations has impacts on the environment.

2. Air is one of the affected environment due to the

air traffic volume.

3. The word “air” correlates with the company’s name

and mission.

Objectives1. To preserve the environment especially the areas

around the airports.

2. To create a CSR image of organization.

3. To support creative ideas and innovations in

environment preservation.

AOT cares for the environment and society

Nice People Nice Air

Clean Air Deep Breath

Air Preservation

134

AOT’s csR chart

Air Preservation

Deep Breath

Corporate Governance (CG)

Volunteer Spirit

Labor Rights Welfare

Clean Air

Green Airport

Alternative Energy

Environment Fund

Air Quality Improvement

Nice People Nice Air

Prototypical Community

Airport of Indefinite Learning

Good Children Support

Conservation and Promotion of Arts, Culture, Religion, Sports

Community Relations

135

1. Overall Picture of Environmental Operations

AOT manages 6 airports under its responsibility,

namely Suvarnabhumi Airport, Don Mueang Interna-

tional Airport, Chiang Mai International Airport, Hat Yai

International Airport Phuket International Airport and

Mae Fah Luang Chiang Rai International Airport. All

6 airports care for the environment and have realized

the responsibilities to preserve, rectify, prevent, and

decrease the environmental impacts on communities

around the airports. The airports operate effective

environment management system such as waste water

treatment system, waste management system which is

in line with sanitary principles, especially at Suvarnbhumi

Airport where waste water treatment system, water

supply system, and drainage stations are certified by

ISO 14001, ISO 18001, and ISO 9001.

In 2011, AOT started the study of Airport

Footprint project and Surface Water Treatment project

at Suvarnabhumi Airport.

2. Mitigation of noise impact on Suvarnabhumi

Airport

AOT has initiated clear measures to reduce

noise impact as stated in the Suvarnabhumi Airport

Environmental Impact Assessment (EIA) (due to the

increased passengers in the year the airport began its

operation). The measures were approved by the National

Environment Board on 10 March 2005 and the cabinet

on 29 May 2007 and 31 August 2010. As of 30 Sep-

tember 2011, the operation progress is summarized as

follows :

2.1 NEF>40 affected areas with the total of

648 buildings built before 2001: AOT purchased land

and 104 buildings worth 466.371 million Baht which were

already transferred. The owners of 356 buildings who

did not wish to sell were compensated with the total

of 91.982 million Baht for renovation and construction costs.

2.2 AOT will support the renovations of buildings

and constructions for areas built before 2001 and

affected by NEF 30-40 with the total of 15,040 buildings

to reduce noise impact, as studied by the National

Institute of Development Administration. AOT has given

1,003.648 million Baht to owners of 4,672 buildings to

undertake their own renovations and construction. There

are 6,689 buildings still in the process of document

verifications, and 303 buildings in the process of reviewing

the appraisal of renovation costs. It is expected that

compensations will be made to owners who have complete

financial documents by the end of 2012.

3. AOT has compensated places sensitive to

noise impact such as schools, hospitals, and religious

sites with the total of 21 places worth 292.536 million

Baht.

In addition, in fiscal year 2011, AOT monitored

noise and air qualities at Suvarnabhumi Airport and its

surrounding communities by installing the automatic

noise measurement system at 19 stations to provide 24

hour checking of L90, Leq 24hrs., Lmax and Ldn . A mobile

air quality measurement is also used to check air quality

index such as PM10, NOx, and CO, and THC-NMHC

and monitor environmental impacts on the surrounding

communities caused by the operations of Suvarnabhumi

Airport.

environmental Operations

136

1. Three educational promotion and development

projects for juveniles, namely :

1.1 “Knowledge for Community - Creating

Suvarnabhumi Relations” project. Encyclopedias and

books were given to students in 38 schools around

the airport as well as 2 libraries to promote reading

habit and learning outside school. This project has been

implemented since 2008 and a total of 13,000 books

have been donated.

1.2 “Talented Children” project (2nd year).

Students who received books from the above-mentioned

project participated in scholarship competitions to

answer questions from the encyclopedias given by the

airport. The competition comprised 3 levels : Primary

1-3, Primary 4-6, Secondary 1-3.

1.3 “I love Suvarnabhumi” project. Students

from 38 schools were encouraged to submit an essay

on “I love Suvarnabhumi” to compete for scholarships.

The competition consisted of qualifying round and final

round. Each round was divided into 4 levels : Primary

1-3, Primary 4-6, Secondary 1-3, and Secondary 4-6.

2. Three community and environment projects

to promote and develop society and economy of

communities including natural resources and environment

preservation, namely :

2.1 “Suvarnabhumi Juveniles Year 2” project.

Primary and secondary school students from 25 schools

with the total of 220 students participated in camping at

Sattahip Naval Base to learn about sufficiency economy,

Suvarnabhumi Airport operates its business along with Corporate Social Responsibility

(CSR). In every step of operations, the airport has taken into consideration the protection,

monitoring and examination of all aspects of environment including air, water, and sound. In

addition, Suvarnabhumi Airport emphasizes the development of community around the

airport so as to create good quality of life together with our services. In fiscal year 2011,

Suvarnabhumi Airport has implemented several projects as follows :

Suvarnabhumi Airport

cORpORATe sOciAlRespOnsibiliTy (csR)

137

environment preservation, and global warming and apply

them in their daily lives. The project has been continued

from last year.

2.2 “Love School” project. This project en-

couraged students to apply sufficiency economy and

global warming principles. The schools participating in

the above-mentioned project competed for scholarships

from the airport on the subjects. The purpose was to

encourage students to learn about sufficiency economy

and to cooperate on solving global warming problems.

2.3 “Suvarnabhumi Fair 2010”. Because the

area around the airport had the potential to produce

food, drinks, and other goods and the airport provided

training courses on cooking and hand-made products,

people in the community were allowed to sell their food

and products in “Suvarnabhumi Fair 2010” once a year

for 3 days without charges. This year, the community

gained over 2 million Baht from this project.

3. Suvarnabhumi Airport has continually promoted

and developed the arts, culture, and sports in the com-

munity through various projects, namely:

3.1 “Religion Support” project. This project

aims to support Buddhism by giving Lent candles and

offerings to 12 temples and arranging Katin, which has

been done on a yearly basis since 2003. Additionally,

Suvarnabhumi Airport gave date palms to 5 mosques

during Ramadan festival.

3.2 “Art at Suvarnabhumi” project. Children

talented in Thai music were given an opportunity to

perform at passenger terminals to promote their passion

and disseminate Thai culture to foreigners.

3.3 “2011 Suvarnabhumi Football Youth

Cup”. Suvarnabhumi Airport arranged football matches

for secondary school children not older than 18 years

old to compete for a honourable cup and scholarships

to develop their skills and promote good health in the

community.

Apart from these projects, Suvarnabhumi Airport’s

community relations officers also met with people to

create good understanding and offer assistance by

continually promoting activities, such as the Lotus

Receiving festival, the Elders Day, BangPlee’ Traditional

Market festival, National Children Day. Loy Kratong

festival, etc.

138

Community relationS aCtivitieS,

Don mueang international airport

Community relations activities are

stressed and promoted by Don Mueang

International Airport to demonstrate our

corporate social responsibility (CSR).

In order to create good relationships

between the airport and the nearby community, Don Mueang International Airport has

initiated AOT Volunteer project to provide knowledge

to juveniles and people in community for sustainable

growth. The project provided basic fire fighting train-

ing to Donmueang Thaharnagardbumroong School. The

training involved theory of fire, classification of fire,

psychology in fire prevention, flame source prevention

and fire fighting methods (outdoor demonstrations and

practices). Moreover, the donated books were also given

to the school for educational purposes.

139

During the past year, Chiang Mai International

Airport has dedicated to developing services and facilities

to be prepared for the Best Airport Competition, with

the goal to be one of the top ten airports in 2012 and


Chiang mai international airport

one of the top five in 2014. Nevertheless,

the airport does not neglect the

community and society and continually

arranges beneficial activities, for example

the arrangement of Katin and giving

the Lent candles to the temples. For

educational purposes, Chiang Mai International Air-

port gave children an opportunity to visit and learn

about the airport’s operations to enhance experiences

and create participation. Football matches and sports

equipment donations were arranged and the airport

has participated in many useful activities, such as

blood donation in cooperation with the Red Cross,

donations of blankets and winter accessories,

donations to those suffered from public hazard and

natural disasters etc. The airport, as a part of the

community, also regularly arranges officers to join in

various activities of the community.

Even though satisfaction of passengers and

improvement of operation are vital factors to the

measurement of Chiang Mai International Airport’s

success, the airport could not have proudly become

one of the world’s best airports without cooperation

and support from the community.

140

Hat Yai International Airport emphasizes and

supports community relations activities, which are a part

of Corporate Social Responsibility (CSR) in the level of

state agencies and community around the airport, in

order to create relations between the airport and the

community. The activities include :

A blood donation activity on the auspicious

occasion of His Majesty the King’s 84th Birthday


hat yai international Airport

Anniversary, in collaboration with

the Provincial Red Cross Chapter of

Songkhla and Songklanagarind Hospital,

for hospital patients in Songkhla.

Tree planting activity on the

occasion of Annual Tree Planting Day

2011 organized in front of the passenger terminal.

In addition, Hat Yai International Airport

received the regional outstanding award of Safety,

Occupational Health and Working Environment 2011 at

Twin Lotus Hotel, Nakhon Si Thammarat.

With regard to education, the 1st “Hat Yai

Airport Cup” was organized for 18-year-old footballers

to commemorate the King’s 84th Birthday Anniversary.

Furthermore, financial support for the annual education

project, scholarships and educational equipments were

given to students.

141

Phuket International Airport puts the focus on

community, society and environment by building of positive

relationship with the surrounding community, giving good

cooperation and being a part of Phuket province. As a

result, the relationship is filled with love and connection

which further facilitates the airport’s development.


phuket international Airport

During the past year, there have

been continuous community relations

activities on education, religion, culture,

and environment. The airport collaborated

with the province and the surrounding

communities by arranging National

Children Day and educational institutions’ field trips,

supporting Buddhism, facilitating the traveling of Muslims

who wish to join the Haj ceremony, encouraging people

to donate their blood for Phuket Regional Blood Centre,

and visiting community leaders and people to create

good relationship.

142

Mae Fah Luang – Chiang Rai International Airport

realizes its social responsibilities and has supported

various activities around the airport to create familiarity

and understanding with the community. This includes

reforestation project which aims to celebrate and show

loyalty to the King on the auspicious occasion of His

Majesty the King’s 7th Cycle (84th) Birthday Anniversary

2011.

In addition, “Phuttharaksa Road for Mae Fah

Luang” project aims to support tourism on the occasion

of Chiang Rai’s 750th anniversary at the drainage canal

in front of the airport.


mae Fah luang – Chiang rai international airport

Mae Fah Luang – Chiang Rai

International Airport emphasizes the

environment which has impacts on

the airport. The airport requested

cooperation from the Local Administration

and state agencies in the province to

publicize the smoke and forest fire solutions. They also

distributed CDs to educate people to avoid actions

that may cause smoke so that aviation safety and

environment conservation can be maintained.

Furthermore, the airport visited Border Patrol

Police School and gave scholarships to students at Ban

Na Tong School, Mae Fah Luang district, Chiang Rai.

The airport also participated in the Annual Tree Planting

Day 2011 by having its officers plant trees in the parking

area in front of the passenger terminal in order to follow

their Majesties the King’s and the Queen’s initiatives

and also to stimu late people’s awareness.

As a part of AOT volunteer project at Christian

Paisarnsart School, Farm Village 1, Rimkok, Muang dis-

trict, Chiang Rai, students and villagers learned about

“Initial Fire Fighting” and received 666 books from

“Knowledge to Children” project.

Annual Report 2011 I Airports of Thailand Public Company LimitedGreen Airport 1Green Airport

Annual Report 2011 I Airports of Thailand Public Company LimitedGreen Airport 143

143 new.indd 1143 new.indd 1 1/4/2555 18:27:221/4/2555 18:27:22

144

The AOT Board of Directors is responsible for the AOT’s Financial Statement, whose accounting method meets

the standard requirement generally accepted in Thailand. The Board has chosen the most appropriate accounting

policy to which they consistently conform. With regard to information disclosure, the Board has revealed sufficient

vital information attached with the remarks of the AOT Financial Statement.

To ensure accuracy, completeness and timeliness of the AOT Financial Statement and Internal Audit and to

prevent potential misconduct and error, AOT has nominated an Audit Committee consisting of independent members

to supervise and evaluate the internal control system for efficiency. The opinion of the Audit Committee is included

in the Audit Committee Report which is attached with the AOT Annual Report.

The AOT Board of Directors is unanimous in its opinion that AOT’s Internal Control System can foster

confidence that the AOT Financial Statement has demonstrated accurate financial status, significant operational

performance and positive cash flow of the company.

(Sumet Photimanee)Chairman

Air Chief Marshal

(Anirut Thanomkulbutra)President

Flying Officer

REPORT OF THE AOT BOARD OF DIRECTOR’SRESPONSIBILITY FOR FINANCIAL REPORTS

145

AUDITOR’S REPORTTO: THE SHAREHOLDERS OF THE AIRPORTS OF THAILAND PUBLIC COMPANY LIMITED

The Office of the Auditor General has audited the accompanying consolidated and the Company’s balance sheets as at September 30, 2011 and 2010, and the related consolidated and the Company’s statements of income, changes in shareholders’ equity, and cash flows for the years then ended of the Airports of Thailand Public Company Limited and its subsidiaries and of the Airport of Thailand Public Company Limited, respectively. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. The responsibility of the Office of the Auditor General is to express an opinion on these financial statements based on the audits.

The Office of the Auditor General conducted the audits in accordance with generally accepted auditing standards. Those standards require that the Office of the Auditor General plan and perform the audit 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. The Office of the Auditor General believes that the audits provide a reasonable basis for the opinion.

In the opinion of the Office of the Auditor General, the consolidated and the Company’s financial statements referred to above present fairly, in all material respects, the consolidated and Company financial posi-tion of the Airports of Thailand Public Company Limited and its subsidiaries and of the Airports of Thailand Public Company Limited, respectively, as at September 30, 2011 and 2010, and the consolidated and company results of operations and cash flows for the years then ended in accordance with generally accepted accounting principles.

The Office of the Auditor General previously reported on November 25, 2010, the financial statements for the year ended 2010, and expressed a qualified opinion about not be able to perform audit procedures to obtain sufficient and appropriate audit evidence regarding the recoverable amount of assets at Don Mueang Airport, stated in the consolidated and the Company’s financial statements as at September 30, 2010. However, as explained in Note 5.2, in 2011, AOT appraised the recoverable amount of assets at Don Mueang Airport and recognized impairment of assets by applied retrospective adjustment in the comparative financial statements for the year ended 2010. The present opinion of the Office of the Auditor General to the financial statements for the year ended September 30, 2010 presented for comparative purpose was different from the previously presented opinion.

(Signed) Jiraporn Piriyakitpaiboon (Jiraporn Piriyakitpaiboon) Inspector General

(Signed) Dawan Wongphayak (Dawan Wongphayak) Director of Audit Office

สำนกงานการตรวจเงนแผนดน Office of the Auditor General December 8, 2011 December 8, 2011

146

AIRPORTS OF THAILAND PUBLIC COMPANY LIMITED AND SUBSIDIARIES

AS AT SEPTEMBER 30, 2011 AND 2010

Assets

Current assets

Cash and cash equivalents 7.1 5,179,436,615.71 3,518,906,400.34 5,172,703,000.39 3,494,062,191.84

Short-term investments 7.2 21,712,546,737.45 18,547,572,949.19 21,712,546,737.45 18,547,572,949.19

Trade accounts receivable - net 7.3 1,660,192,869.08 3,283,905,392.62 1,626,662,455.71 3,253,614,093.60

Other receivables 7.4 2,265,714,288.03 1,307,623,881.64 2,254,773,356.81 1,296,262,412.99

Inventories and supplies - net 7.5 313,235,723.22 254,270,727.52 306,715,860.43 248,323,134.91

Accrued income 450,669,920.49 237,386,907.37 489,550,678.17 263,756,629.11

Other current assets 7.6 372,487,277.91 1,139,353,015.79 354,854,836.20 1,124,232,417.56

Total current assets 31,954,283,431.89 28,289,019,274.47 31,917,806,925.16 28,227,823,829.20

Non - current assets

Investments in subsidiaries 5.1, 7.7 - - 39,197,778,745.29 39,197,778,745.29

Long - term investments 7.8 6,151,590,000.00 5,358,260,141.18 6,151,590,000.00 5,355,760,000.00

Plant and equipment - net 5.2, 5.4, 7.10 89,707,049,738.18 92,507,241,942.47 87,963,537,505.47 90,603,402,092.07

Assets under construction 7.11 6,696,619,860.03 6,925,787,663.03 6,696,619,860.03 6,925,787,663.03

Intangible assets - net 5.2, 7.12 691,558,610.58 1,305,694,513.37 691,558,610.58 1,305,694,513.37

Other non - current assets 7.13 11,918,687,204.28 7,202,984,306.68 11,918,675,204.28 7,202,972,306.68

Total non - current assets 115,165,505,413.07 113,299,968,566.73 152,619,759,925.65 150,591,395,320.44

Total assets 147,119,788,844.96 141,588,987,841.20 184,537,566,850.81 178,819,219,149.64

Unit : Baht

Consolidated The Company

Notes 2011 2010 2011 2010 (Adjusted) (Adjusted)

The accompanying notes are an integral part of these financial statements.

BALANCE SHEETS

147


AS AT SEPTEMBER 30, 2011 AND 2010

Liabilities and shareholders’ equityCurrent liabilities Bank Overdrafts 108,589.80 - - - Trade accounts payables 1,042,039,585.38 798,935,742.76 808,240,622.87 600,777,076.85 Work in process payables 120,547,422.27 140,885,353.31 120,547,422.27 140,885,353.31 Accrued expenses 3,752,286,854.43 3,756,100,693.45 3,818,260,981.96 3,836,780,774.54 Current portion of long - term liabilities 7.16,7.17 5,517,617,691.18 4,997,010,432.84 5,368,926,991.68 4,848,343,207.85 Promissory notes 7.14 - - 38,483,807,107.71 38,483,807,107.71 Refundable and guarantee deposits 305,310,736.66 252,456,316.00 304,490,683.66 251,732,103.00 Short - term provision 7.19 1,367,320,582.70 - 1,367,320,582.70 - Other current liabilities 7.15 4,653,728,597.62 4,231,333,456.30 4,609,639,787.65 4,209,689,807.27 Total current liabilities 16,758,960,060.04 14,176,721,994.66 54,881,234,180.50 52,372,015,430.53Non - current liabilities Long - term loans 7.16 57,513,610,907.45 56,196,451,782.97 56,563,120,907.45 55,097,521,782.97 Finance leased liabilities 7.17 525,773,682.41 790,508,342.81 525,205,034.45 789,685,567.80 AAT staff pension fund 7.18 10,125,647.82 26,070,075.87 10,125,647.82 26,070,075.87 Long - term provision 7.19 596,673,775.99 397,141,246.49 596,673,775.99 397,141,246.49 Other non - current liabilities 7.20 160,062,947.69 156,295,462.23 160,062,947.69 156,295,462.23 Total non - current liabilities 58,806,246,961.36 57,566,466,910.37 57,855,188,313.40 56,466,714,135.36Total liabilities 75,565,207,021.40 71,743,188,905.03 112,736,422,493.90 108,838,729,565.89Shareholders’ equity Share capital Authorized share capital 1,428,570,000 ordinary shares of Baht 10 each 14,285,700,000.00 14,285,700,000.00 14,285,700,000.00 14,285,700,000.00

Issued and fully paid - up 1,428,570,000 ordinary shares of Baht 10 each 14,285,700,000.00 14,285,700,000.00 14,285,700,000.00 14,285,700,000.00 Premium on common stocks 12,567,669,242.63 12,567,669,242.63 12,567,669,242.63 12,567,669,242.63 Revaluation surplus of investment 236,040,000.00 225,960,000.00 236,040,000.00 225,960,000.00 Retained earnings Appropriated - Legal reserve 1,428,570,000.00 1,428,570,000.00 1,428,570,000.00 1,428,570,000.00 Unappropriated 42,890,889,850.09 41,148,301,963.74 43,283,165,114.28 41,472,590,341.12 Total parent shareholders’ equity 71,408,869,092.72 69,656,201,206.37 71,801,144,356.91 69,980,489,583.75 Minority interest 145,712,730.84 189,597,729.80 - - Total shareholders’ equity 71,554,581,823.56 69,845,798,936.17 71,801,144,356.91 69,980,489,583.75 Total liabilities and shareholders’ equity 147,119,788,844.96 141,588,987,841.20 184,537,566,850.81 178,819,219,149.64


(Signed) Flying Officer Anirut Thanomkulbutra( Anirut Thanomkulbutra )

President

(Signed) Supaporn Burapakusolsri( Supaporn Burapakusolsr )

Senior Executive Vice President

BALANCE SHEETS (Continued)Unit : Baht


Notes 2011 2010 2011 2010 (Adjusted) (Adjusted)

148


Unit : Baht


Notes 2011 2010 2011 2010 (Adjusted) (Adjusted)Operating revenues

Landing and parking charges 4,370,340,726.49 3,407,113,662.93 4,370,340,726.49 3,407,113,662.93

Passenger service charges 12,334,061,716.45 10,180,500,288.71 12,334,061,716.45 10,180,500,288.71

Aircraft service charges 465,004,842.07 418,339,275.23 465,004,842.07 418,339,275.23

Office and state property rents 1,718,258,855.37 1,615,819,803.86 1,736,631,973.78 1,638,441,931.22

Service revenues 3,311,251,719.96 3,127,571,817.86 2,751,252,888.19 2,496,624,459.04

Concession revenues 6,441,771,511.28 5,283,274,171.35 6,452,571,511.28 5,294,074,171.35

Total operating revenues 28,640,689,371.62 24,032,619,019.94 28,109,863,658.26 23,435,093,788.48

Operating expenses

Personnel expenses 3,871,152,814.13 3,814,343,164.87 3,865,773,664.54 3,808,546,987.93

Management’ s remuneration 7.24 62,954,311.95 67,314,537.01 58,559,239.70 62,629,537.01

Operating expenses 6,081,073,200.13 5,548,853,057.20 5,668,352,282.28 5,128,088,999.90

Repairs and maintenance 2,304,693,186.81 1,539,765,710.56 2,304,693,186.81 1,539,765,710.56

State property rental 7.25 1,247,403,821.59 1,034,050,782.10 1,247,403,821.59 1,034,050,782.10

Depreciation and amortization 5.2,5.4 7,865,645,620.40 7,625,331,461.70 7,701,536,974.47 7,446,884,141.49

Total operating expenses 21,432,922,955.01 19,629,658,713.44 20,846,319,169.39 19,019,966,158.99

Operating income 7,207,766,416.61 4,402,960,306.50 7,263,544,488.87 4,415,127,629.49

Other incomes

Interest income 795,357,033.40 577,872,001.87 795,217,871.78 577,757,059.84

Gain (loss) on sales of assets 7,923,859.63 (6,089,196.31) 7,247,652.51 (6,767,032.54)

Gain on sales of investments - 185,532,000.00 - 185,532,000.00

Other income 117,308,115.28 208,948,275.74 116,555,800.41 206,501,670.16

Total other incomes 920,589,008.31 966,263,081.30 919,021,324.70 963,023,697.46

STATEMENTS OF INCOMEFOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010


149


Unit : Baht


Notes 2011 2010 2011 2010 (Adjusted) (Adjusted)Other expenses

Loss on impairment of assets 5.2,7.26 357,882,652.61 177,221,246.87 355,382,511.43 153,469,905.65

Loss (gain) on foreign exchange 7.27 1,538,115,339.02 (309,382,677.47) 1,538,176,919.39 (309,259,969.49)

Expense incurred from investment - 135,375,000.00 - 135,375,000.00

Other expenses 341,819,065.00 163,163,296.45 341,819,065.00 163,163,296.45

Total other expenses 2,237,817,056.63 166,376,865.85 2,235,378,495.82 142,748,232.61

Financial costs 7.28 2,223,809,686.24 2,389,712,450.43 2,168,586,749.93 2,330,803,111.80

Profit before income tax expenses 3,666,728,682.05 2,813,134,071.52 3,778,600,567.82 2,904,599,982.54

Income tax expenses 1,182,314,567.26 800,908,714.49 1,182,314,567.26 800,908,714.49

Net profit 2,484,414,114.79 2,012,225,357.03 2,596,286,000.56 2,103,691,268.05

Attributable to:

Equity holders of the Company 2,528,299,113.75 2,039,245,200.85 2,596,286,000.56 2,103,691,268.05

Minority interests (43,884,998.96) (27,019,843.82) - -

2,484,414,114.79 2,012,225,357.03 2,596,286,000.56 2,103,691,268.05

Basic earnings per share attributable to

the equity holders of the Company 1.77 1.43 1.82 1.47

STATEMENTS OF INCOME (Continued)FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010



President



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Unit : Ba

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STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

Unit : Baht


2011 2010 2011 2010 (Adjusted) (Adjusted)Cash flows from operating activities

Net profit before income tax expenses 3,666,728,682.05 2,813,134,071.52 3,778,600,567.82 2,904,599,982.54

Adjustment to reconcile net profit to

net cash provided by (paid from)

operating activities :

Doubtful account (131,823,064.74) 61,027,000.52 (130,695,511.87) 59,420,495.45

Allowance for damaged and obsoleted supplies 26,213.51 (1,117,811.96) 26,213.51 (1,117,811.96)

Loss from deteriorated assets 96,143.95 187,514.93 - -

Depreciation and amortization 7,865,645,620.40 7,625,331,461.70 7,701,536,974.47 7,446,884,141.49

Loss on impairment 357,882,652.61 177,221,246.87 355,382,511.43 153,469,905.65

Loss(gain) on foreign exchange 1,538,768,430.24 (300,257,997.89) 1,538,768,430.24 (300,257,997.89)

Gain on disposal plant and equipment (6,192,265.61) (5,351,635.22) (5,516,058.49) (4,673,798.99)

Gain on sale of investment - (185,532,000.00) - (185,532,000.00)

Deferred expense 11,329,197.20 22,947,579.59 11,329,197.20 22,947,579.59

Provisions 334,907,529.50 163,166,999.53 334,907,529.50 163,166,999.53

Dividend income (36,727,700.00) (37,845,800.00) (36,727,700.00) (37,845,800.00)

Interest income (795,357,033.40) (577,872,001.87) (795,217,871.78) (577,757,059.84)

Financial costs 2,223,809,686.24 2,389,712,450.43 2,168,586,749.93 2,330,803,111.80

Operating profit before changes in

operating assets and liabilities 15,029,094,091.95 12,144,751,078.15 14,920,981,031.96 11,974,107,747.37

Decrease (increase) in operating assets

Trade account receivables 1,755,535,588.28 (669,405,088.42) 1,757,647,149.76 (662,393,065.18)

Other receivables 6,557,458.16 4,736,364,643.25 6,136,920.73 4,748,919,212.96

Supplies (58,991,209.21) (46,606,654.53) (58,418,939.03) (47,108,652.00)

Accrued income (32,088,427.13) (10,998,821.55) (44,399,722.13) (22,557,116.55)

Other current assets 19,847,430.80 (22,855,713.47) 21,957,820.23 (20,558,987.93)

Increase (decrease) in operating liabilities

Trade account payables 290,442,967.19 25,619,787.94 255,214,909.49 (23,037,861.19)

Accrued expenses 100,139,767.87 479,869,990.57 85,433,814.31 462,232,143.98

Refundable and guarantee deposits 52,854,420.66 16,011,305.81 52,758,580.66 16,022,305.81

AAT staff pension fund (15,944,428.05) (9,573,020.14) (15,944,428.05) (9,573,020.14)

Other current liabilities 364,552,832.02 407,678,128.73 342,107,671.08 397,122,362.34

17,512,000,492.54 17,050,855,636.34 17,323,474,809.01 16,813,175,069.47

Interest received 613,954,742.41 485,338,181.95 613,823,544.85 485,235,637.76

Income tax paid (1,399,736,419.73) (1,336,827,946.51) (1,399,542,670.68) (1,336,500,391.93)

Net cash provided by operating activities 16,726,218,815.22 16,199,365,871.78 16,537,755,683.18 15,961,910,315.30


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STATEMENTS OF CASH FLOWS (Continued)FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010

Unit : Baht


2011 2010 2011 2010 (Adjusted) (Adjusted)Cash flows from investing activities

Increase in current investments (3,164,973,788.26) (6,452,728,530.46) (3,164,973,788.26) (6,452,728,530.46)

Cash received from sale of assets 8,896,503.98 8,623,314.21 8,071,745.48 6,743,193.26

Dividend received from investments 36,727,700.00 37,845,800.00 36,727,700.00 37,845,800.00

Invested in plant and equipment

and work in progress (3,402,243,803.28) (2,260,912,055.22) (3,398,630,318.61) (2,259,947,054.89)

Invested in intangible assets (55,434,132.76) (370,530,938.38) (55,434,132.76) (370,530,938.38)

Cash received from sale of investments - 195,532,000.00 - 195,532,000.00

(Increase) decrease in long - term

investments (800,000,000.00) 300,000,000.00 (800,000,000.00) 300,000,000.00

Increase in other non - current assets (31,224,005.39) (196,574,219.22) (31,224,005.39) (196,574,219.22)

Increase(decrease) in other non -

current liabilities 4,879,062.42 (103,759,420.93) 4,879,062.42 (103,759,420.93)

Net cash used in investing activities (7,403,372,463.29) (8,842,504,050.00) (7,400,583,737.12) (8,843,419,170.62)

Cash flows from financing activities

Cash received(paid) from bank overdrafts 108,589.80 (4,474,563.86) - -

Cash paid for promissory notes - (30,000,000.00) - -

Cash paid for repayment of

finance leased liability (299,377,709.08) (157,014,700.36) (299,147,056.54) (157,014,700.36)

Cash paid for repayment of

long - term loan (4,377,578,820.02) (4,391,408,126.52) (4,229,138,820.02) (4,267,718,126.52)

Cash received from long - term loan - 388,798,473.67 - 388,798,473.67

Dividend payment (785,711,227.40) (599,995,186.14) (785,711,227.40) (599,995,186.14)

Interest paid (2,199,756,969.86) (2,390,864,350.00) (2,144,534,033.55) (2,331,955,011.37)

Net cash used in financing activities (7,662,316,136.56) (7,184,958,453.21) (7,458,531,137.51) (6,967,884,550.72)

Net increase in cash and cash

equivalents 1,660,530,215.37 171,903,368.57 1,678,640,808.55 150,606,593.96

Cash and cash equivalents at

the beginning of the periods 3,518,906,400.34 3,347,003,031.77 3,494,062,191.84 3,343,455,597.88

Cash and cash equivalents at

the end of the periods 5,179,436,615.71 3,518,906,400.34 5,172,703,000.39 3,494,062,191.84



President



154

1. General Information

The Airports of Thailand Public Company Limited (AOT), which was registered as a public limited company on September 30, 2002, and whose head office is located at No. 333, Cherdwutagard Road, Don Mueang, Bangkok 10210, performs and promotes the business operation of international airports as well as related businesses. At present, the Company operates six international airports: Suvarnabhumi Airport, Don Mueang Airport, and four Regional International Airports (Chiang Mai, Hat Yai, Phuket and Mae Fah Luang Chiang Rai). As at September 30, 2011, there were 4,272 staff and employees in AOT.

2. Basis for Preparation of Financial Statements

The consolidated and the company’s financial statements have been prepared in accordance with generally accepted accounting principles under the Accounting Act, B.E. 2543 (2000) being those Thai Accounting Standards under the Accounting Profession Act, B.E. 2547 (2004), and the financial reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act, B.E. 2535 (1992).

The Company has presented the financial statements in compliance with the notification of the Department of Business Development, dated January 30, 2009, “Regulation of the Abbreviated components required in the financial statements, B.E. 2552 (2009)” under the third paragraph of section 11 of the Accounting Act, B.E. 2543 (2000) which is effective for accounting periods beginning on or after January 1, 2009.

The consolidated and the company’s financial statements have been prepared based on the assumption that users of the financial statements have an understanding of Thai generally accepted accounting principles and practices. The accounting principles applied may differ from generally accepted accounting principles adopted in other countries.

The consolidated and the company’s financial statements have been prepared under the historical cost convention with the exception of certain amounts, which are accounted for using the fair value method as explained in the accounting policies.

The significant transactions arising between the Company and subsidiaries are eliminated in the consolidated financial statements.

2.1 The consolidated financial statements present financial position and results of AOT and its subsidiaries’ operations.

The subsidiaries are New Bangkok International Airport Co., Ltd.-under liquidation (NBIA) and Suvarnabhumi Airport Hotel (SAH). AOT holds 100% and 60% of shares, respectively.

2.2 The company financial statements present the financial position and results of operations of Suvarnabhumi Airport, Don Mueang Airport, 4 Regional International Airports and the Airports Authority of Thailand Pension Fund.

For the convenience of users, an English translation of the consolidated and the company’s financial statements has been prepared from the statutory financial statements that were issued in Thai language.

3. Accounting Standards

3.1 The Federation of Accounting Professions issued the notification No. 49/2553 dated November 24, 2010, “Numbering of some Accounting Standards and Financial Reporting Standards” which came into effect on December 15, 2010. AOT has presented the number of accounting standards and financial reporting standards in accordance with the mentioned notification.

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010


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3.2 Accounting Framework amendments to accounting standards, new accounting standards, new financial reporting standards and new financial reporting interpretations committee which were published in the Royal Gazette on May 26, 2010, August 30, 2010, December 15, 2010, February 25, 2011, and May 6, 2011 are as follows:

Effective on May 26, 2010- Framework for the Preparation and Presentation of Financial Statements (Revised 2009)

Effective for the period beginning on or after January 1, 2011- Thai Accounting Standard No. 1 (Revised 2009) Presentation of Financial Statements- Thai Accounting Standard No. 2 (Revised 2009) Inventories- Thai Accounting Standard No. 7 (Revised 2009) Statement of Cash Flows- Thai Accounting Standard No. 8 (Revised 2009) Accounting Policies, Changes in Accounting

Estimates and Errors- Thai Accounting Standard No. 10 (Revised 2009) Events after the Reporting Period- Thai Accounting Standard No. 11 (Revised 2009) Construction Contracts- Thai Accounting Standard No. 16 (Revised 2009) Property, Plant and Equipment- Thai Accounting Standard No. 17 (Revised 2009) Leases- Thai Accounting Standard No. 18 (Revised 2009) Revenue- Thai Accounting Standard No. 19 Employee Benefits- Thai Accounting Standard No. 23 (Revised 2009) Borrowing Costs- Thai Accounting Standard No. 24 (Revised 2009) Related Party Disclosures- Thai Accounting Standard No. 26 Accounting and Reporting by Retirement Benefit

Plans- Thai Accounting Standard No. 27 (Revised 2009) Consolidated and Separate Financial Statements- Thai Accounting Standard No. 28 (Revised 2009) Investments in Associates- Thai Accounting Standard No. 29 Financial Reporting in Hyperinflationary Economics- Thai Accounting Standard No. 31 (Revised 2009) Interests in Joint Ventures- Thai Accounting Standard No. 33 (Revised 2009) Earnings per Share- Thai Accounting Standard No. 34 (Revised 2009) Interim Financial Reporting- Thai Accounting Standard No. 36 (Revised 2009) Impairment of Assets- Thai Accounting Standard No. 37 (Revised 2009) Provisions, Contingent Liabilities and Contingent

Assets- Thai Accounting Standard No. 38 (Revised 2009) Intangible Assets- Thai Accounting Standard No. 40 (Revised 2009) Investment Property- Thai Financial Reporting Standard No. 2 Share-based Payment- Thai Financial Reporting Standard No. 3 Business combinations (Revised 2009)- Thai Financial Reporting Standard No. 5 Non-current Assets Held for Sale and Discontinued

(Revised 2009) Operations- Thai Financial Reporting Standard No. 6 Exploration for and Evaluation of Mineral

Resources- Thai Financial Reporting Interpretations Agreements for the Construction of Real Estate Committee No. 15 - Thai Accounting Standard Interpretations Revenue-Barter Transactions Involving Advertising

Committee No. 31 Services

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Effective on May 6, 2011

- Thai Financial Reporting Standard for Non-Publicly Accountable Entities (NPAEs)

Effective for the period beginning on or after January 1, 2013

- Thai Accounting Standard No. 12 Income Taxes

- Thai Accounting Standard No. 20 (Revised 2009) Accounting for Government Grants and Disclosure of

Government Assistance

- Thai Accounting Standard No. 21 (Revised 2009) The effects of changes in foreign exchange rates

- Thai Accounting Standard Interpretations Government Assistance-No Specific Relation to

Committee No. 10 Operating Activities

- Thai Accounting Standard Interpretations Income Taxes-Recovery of Revalued Non-

Committee No. 21 Depreciable Assets

- Thai Accounting Standard Interpretations Income Taxes-Changes in the Tax Status of an

Committee No. 25 Enterprise or its Shareholders

3.3 Superseded accounting standards which were published in the Royal Gazette on December 15, 2010 are

as follows:


- Thai Accounting Standard No. 102 (Prior No. 26) Revenue Recognition for Real Estate Business

3.4 Amendments to accounting standards, new accounting standards and new financial reporting standards

which affect financial statements in 2012 are as follows:


- Thai Accounting Standard No. 1 (Revised 2009) Presentation of Financial Statements: The revised

standard prohibits the presentation of items of income and expenses in the statement of changes in equity. Entities

can choose to present the statement of comprehensive income in one statement or two statements (the income

statement and the statement of comprehensive income). Where entities restate or reclassify comparative information,

they will be required to present a related statement of financial position as at the beginning of the comparative

period in addition to the current requirement to present the statement of financial position as at the end of the

current period and comparative period. However, for the financial statements for the period beginning on or after

January 1, 2011, that is the first period that this standard is applied, an entity can choose to present the statement

of financial position for only two periods without the statement of financial position as at the beginning of the

comparative period. AOT will present the statement of comprehensive income in two statements.

- Thai Accounting Standard No. 16 (Revised 2009) Property, Plant and Equipment: The revised

standard requires that an entity include in the cost of property, plant and equipment an initial estimate of the costs

of dismantling and removing the item and restoring the site on which it is located, when the entity has an obligation

to do so. In addition, the revised standard requires an entity to have to depreciate for each component of property,

plant and equipment that has a cost that is significant in relation to the total cost of the item. The revised standard

also requires an entity to review the useful life, residual value and depreciation method of its property, plant and

equipment at least at the end of each financial year. AOT has adopted this standard since October 1, 2011, which

has impacted the component accounting of significant items and the review of useful lives. AOT adjusted for the

effect of the revised standard prospectively.

- Thai Accounting Standard No. 19 Employee Benefits relates to the accounting for employee benefits.

The standard classifies employee benefits into four categories: a) short-term employee benefits; b) post-employment

benefits, including defined contribution plans and defined benefit plans; c) other long-term employee benefits; and

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d) termination benefits. This standard requires an entity to measure the defined benefit plan and other long-term

employee benefits by using the projected unit credit method (PUC). An entity can choose to recognise any actuarial

gain or loss for a defined benefit plan either in other comprehensive income or profit and loss. Actuarial gain or

loss for other long-term employee benefits must be recognised in profit and loss. AOT has adopted this standard

since October 1, 2011, by recognising employee benefit obligations retrospectively and has chosen to recognise the

actuarial gain or loss for the defined benefit plan in profit and loss in the period in which they arise. The effect of

adoption of this accounting standard is a decrease in retained earnings as at October 1, 2011, of Baht 1,054 million

and Baht 1,053 million in the consolidated financial statements and company’s financial statements, respectively, and

an increase in employee benefit obligations of Baht 1,505 million and Baht 1,504 million in the consolidated financial

statements and the company’s financial statements, respectively.

- Thai Accounting Standard No. 40 (Revised 2009) Investment Property : The standard has specific

presentation and measurement requirements for investment property. An entity has to present an investment property

separately in the statement of financial position. The entity can measure it using either the cost method or the fair

value method. Under the fair value method, any changes in fair value are recognised in profit and loss. AOT has

adopted this accounting standard since October 1, 2011 and has chosen to use the cost method for measurement

and disclosed the fair value in the notes to the financial statements. AOT separated investment property transaction

from its property, plant and equipment.


- Thai Accounting Standard No. 12 Income Taxes related to income taxes, comprising current income

tax and deferred income tax. Current tax assets and liabilities are measured at the amount expected to be recovered

from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively

enacted by the end of the reporting period. Deferred income taxes are calculated rates to the temporary difference

between an asset or liability tax base and its carrying amount in the financial statements, using the tax rates that

are expected to apply to the period when the asset is realised or the liability is settled, based on the tax rates

and tax law that have been enacted or substantively enacted by the end of the reporting period. This accounting

standard is mandatory for accounting periods beginning on or after January 1, 2013, but AOT has adopted this

standard early, from October 1, 2011, retrospectively.

4.SignificantAccountingPolicies

The summary of significants accounting policies are :

4.1 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term

highly liquid investments with maturities of three months or less from the date of acquisition and bank overdrafts.

Bank overdrafts are included in current liabilities on the balance sheets.

4.2 Short-term investments

Short-term investments comprise fix-term deposits, bills of exchange, promissory notes and investments

in debt securities with original maturity of more than 3 months, but less than 12 months and investments in debt

and equity securities that the management intends to hold for less than 12 months.

158

4.3 Trade accounts receivable

Trade accounts receivable are carried at the original invoice amount and subsequently measured at the

remaining amount less any allowance for doubtful receivables based on a review of all outstanding amounts at the

year end. The amount of the allowance is the difference between the carrying amount of the receivable and the

amount expected to be collectible based on past collection experience and the current status of accounts receivable

as of the balance sheets date. Bad debts are written off during the year in which they are identified and recognised

in the income statement within administrative expense.

4.4 Inventories and supplies

Inventories are stated at the lower of cost or net realisable value. Cost is determined by the weighted

average method. The cost of purchase comprises both the purchase price and costs directly attributable to the

acquisition of the inventory, such as import duties and transportation charges, less all attributable discounts,

allowances or rebates. Net realisable value is the estimate of the selling price in the ordinary course of business,

less selling expenses. Allowance is made, where necessary, for obsolete, slow moving and defective inventories.

For those with no movement for over 5 years, provision for obsolescence is made at a full amount.

4.5 Investments

4.5.1 Long-term investment Investments in non-marketable equity securities are recognized as general

investments and stated at cost adjusted for impairment.

4.5.2 Investment in equity securities Investments in marketable equity securities available for sale

are stated at fair value. Unrealized gains or losses on changes in valuation are shown as separate items under

shareholder’s equity.

4.5.3 Investments in subsidiaries are recorded according to the equity method and presented in the

company’s financial statements by cost method.

4.6 Plant and equipment

Plant and equipment are recorded at cost as of the date of acquisition or at the completion date.

All AOT buildings are constructed on state properties leased from the Treasury Department, Ministry of Finance.

According to the regulations of the Ministry of Finance and the Royal Thai Air Force, all constructions become

the property of the Ministry of Finance upon completion. However, AOT records such properties as assets since

AOT accepts all risks and benefits of such properties, and pays compensation for the use of state properties

to the Treasury Department. After AOT was converted to a limited public company, the Ministry of Finance and

the Royal Thai Air Force issued a new regulation. Moreover, the Ministry of Finance and the Department of

Commercial Aviation issued 2 new regulations. These new regulations came into effect on September 30, 2002. Clause

8 of three new regulations stated that the ownership of the buildings and constructions will belong to the Ministry

of Finance when the contract to use the state property land made under these regulations is terminated. The total

period of time shall not exceed 50 years from the effective date of utilization agreement. AOT had committed to 4

utilization agreements since September 30, 2002 and amended 1 utilization agreement on September 28, 2004. The

use of state property land lasts for 30 years (September 30, 2032). AOT is allowed to extend the period for using

state property land 2 times, 10 years each extension (September 30, 2052). AOT has paid compensation for using

state property to the Treasury Department as Note 7.25.

159

An item of plant and equipment is stated at cost less any accumulated depreciation and any accumulated

impairment losses.

The cost of an item of plant and equipment comprises its purchase price, import duties and non-refundable

input taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset

to the location and condition necessary for it to be capable of operating in the manner intended by management.

These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on

which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence

of having used the item during a particular period.

The cost of replacing part of plant and equipment is included in the carrying amount of the asset when

it is probable that future economic benefits will flow to the Group and the carrying amount of those replaced parts

is derecognised. Repairs and maintenance are charged to the income statement during the financial period in which

they are incurred.

Depreciation expense for operating equipment for hotel business is recorded in accordance with the

estimated useful life of assets.

Depreciation is calculated on the straight line basis to write off the cost of each asset, to its residual

value over the estimated useful life as follows:

Useful life of acquired assets [years]

Building, construction, and landscape architecture 20 - 50

Electricity, water, fuel and communication systems 10 - 20

Machinery, tools & appliances, and equipment 5 - 10

Vehicles 5 - 8

Furniture, fixture and office equipment 3 - 10

The assets’ residual value, useful lives, and depreciation method are regularly reviewed at least at each

financial year-end.

Where there is an indication that an item of plant and equipment may be permanently impaired and the

carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately

to its recoverable amount and an impairment loss will be recognised in the income statement.

Repairs and maintenance are charged to the income statement during the financial period in which they

are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that

future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow

to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

Interest costs on borrowings to finance the construction of plant and equipment or the production

of a qualifying asset are capitalised as part of cost of the asset, during the period of time required to complete

and prepare the property for its intended use.

4.7 Foreign currency translation

Foreign currency transactions are translated into Baht at the rate ruling on the transactions date. Assets

and liabilities dominated in foreign currency remaining at the balance sheets date are translated into Baht at the

exchange rate as referred to the reference of the date notified by the Bank of Thailand. Gains and losses result-

ing from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities

denominated in foreign currencies are recognised in the statement of income.

160

4.8 Intangible assets

The Group’s intangible assets are software licenses which can be detached from the related equipment

presented at cost deducted by accumulated amortization expense. Software licenses are amortized on a straight line

basis according to the 5-10 years estimated useful life of assets.

4.9 Income tax

Since AOT securities have been registered in the Stock Exchange of Thailand (SET) on March 11,

2004, its income tax rate was reduced from 30% to 25% of net profit after adjusting revenues and expenses not

complying with the principles of the Revenue Department, starting from the accounting period of October 1, 2004

to September 30, 2009. For the accounting period of October 1, 2010, AOT entitled to the reduced income tax rate

for one more accounting period in compliance with the Royal Decree No. 475. AOT will pay income tax at 25% for

the first Baht 300.00 million of net income and 30% for the net income exceeding Baht 300.00 million.

In 2011, AOT recorded and calculated income tax from net tax based profit in accordance with the

Revenue Code’s criteria.

4.10 Provision

Provisions, excluding the provisions for employee benefits, are recognised when the Group has a

present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will

be required to settle the obligation, and a reliable estimate of the amount can be made.

4.11 Impairment of assets

Asset and intangible assets with a definite useful life are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised

for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an

asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped

at the lowest levels for which there are separately identifiable cash flows. Assets that have suffered impairment are

reviewed for possible reversal of the impairment at each reporting date.

4.12 Revenue recognition

4.12.1 Landing and parking charges, passenger service charges, use of utilities charges and service

charges are recognized as revenues in which services are provided.

4.12.2 Rent for offices and real estate properties, and concession revenues are recognized as revenues

according to the period of time and commission rates specified in the contract.

4.12.3 Revenues from hotel business and restaurant are recorded as revenues in which services are

provided in accordance with the price in invoice (excluding VAT) for goods and services after discount and added

service charges.

4.12.4 Interest income is recognized according to the period of time to which it applies, taking into

account the actual rate of return.

4.12.5 Dividends are recognized when the dividend payment is announced.

4.13 Interest on loans arises from loans for the projects under construction which is a part of construction

cost and will be recognized as an expense upon completion.

161

4.14 AATstaffpensionfundandemployeebenefits

4.14.1 AOT has established “The Staff Pension Fund of Airport Authority of Thailand” and contributed

to the pension fund at the rate 10% of its employees’ salaries who did not transfer to a provident fund as

stated in Note 4.14.2, to provide an adequate reserve of the obligation due at the end of each accounting period.

Contributions are included in other non-current liabilities in the balance sheets. Income and expenses are recognized

in the statement of income.

4.14.2 AOT has established a provident fund for staff and employees who voluntarily participate in

the fund, since March 28, 1994, in accordance with the Provident Fund Act, B.E. 2530 (1987). Staff and employees

themselves are required to contribute at the rates ranging from 2-15% of their salaries and shall not exceed AOT

contribution rates. According to AOT board of director’s resolution at the meeting No. 9/2005 dated June 30, 2005,

AOT contribution rates are adjusted as follows:

Years of employment AOT contribution rates

Not over 10 years 9

Over 10 years 10

Over 20 years 12

Over 25 years 15

Members can change the rate of contribution from 2-15% according to their employment periods. Such

change will be effective in April and October each year.

AOT contributions are recognized as expenses in the statement of income in which they incurred. The

provident fund is separated from AOT and managed by provident fund management company that is under the

regulation of the provident fund committee.

4.15 Basic earnings per share are calculated by dividing the net profit for the year by the weighted average

number of ordinary shares issued during the year.

4.16 Use of accounting estimates

Preparation of financial statements in conformity with Thai Accounting Standards requires management

to make judgments, estimates and assumptions that affect the application of policies and reported amount of assets,

liabilities, income and expenses. These judgments, estimates and assumptions are based on historical experience

and various other factors.

These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or

in the period of the revision and future periods, if the revision affects both current and future periods.

4.17 Cross currency and interest rate swap contracts

The financial derivative was made with an objective to prevent the risk under accrual basis. Gains and

losses from Baht conversion were recognized in the statement of income. Interest was applied to accounting policy

as stated in item 4.13

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5. Adjustment in Prior Period

5.1 Investments in subsidiaries

In 2008, AOT had changed the method to account for investments in subsidiaries and associates

presented in the company’s financial statements from the equity method to the cost method in accordance with

the Thai Accounting Standard No. 44 (revised 2007) “Consolidated and Separate Financial Statements” of which

AOT has to consider the impairment indicators of investments in accordance with Thai Accounting Standard No. 36

(revised 2007) “Impairment of Assets”.

There were impairment indicators of investments in New Bangkok International Airport Co., Ltd. (NBIA)

during the liquidation which has the cost of Baht 39,029.00 million because the cabinet agreed to dissolve NBIA

and transfer all its business, assets, rights, liabilities, commitment to AOT since January 1, 2006. AOT considered the

recoverable amount of NBIA’s net assets which has Baht 38,587.11 million of book value as at September 30, 2007

but AOT did not take any action in the stated accounting period. Therefore, AOT recognized retrospective allowance

for impairment of investments in NBIA amounting to Baht 441.89 million likewise the allowance for impairments of

investments were recognized at the date of changing accounting policy as mentioned in the above paragraph. The

adjustment resulted in the decrease of Baht 441.89 million of investments in subsidiaries in the company’s financial

statements as at September 30, 2010 and the same amount of decrease in retained earnings in the company’s financial

statements as at October 1, 2009 and 2010 but did not affect the net income in the previously reported period.

5.2 Don Mueang Airport’s Assets

Subsequent to the commencement of operations at Suvarnabhumi Airport, in 2009, there are indications

that assets at Don Mueang Airport may be impaired, but the recoverable amount could not be measured reliably due

to an uncertain plan. The Office of National Economic and Social Development Board and the Ministry of Transport,

by resolution of the Council of Economic ministers, jointly conducted a feasibility study on the development concept

for Suvarnabhumi Airport and Don Mueang Airport, and in this regard the Ministry of Transport delegated AOT to

employ The International Air Transport Association (IATA) to conduct the study under 3 options summarized as follows:

(1) Don Mueang Airport continues its present operations, while Suvarnabhumi Airport accelerates its

development projects to accommodate future traffic demand.

(2) Don Mueang Airport accommodates domestic non-connecting flights, low-cost carriers or international

flights in the region with the capacity of 10 million passengers/year in order to delay additional investments at

Suvarnabhumi Airport.

(3) Don Mueang stops serving all scheduled flights and redirects its business to the development of other

commercial activities, while Suvarnabhumi Airport accelerates its additional investments to cope with an increase in

passenger number which is expected to be at 60-65 million passengers/year.

For the year ended September 30 2011, the management considered the first option is the most appropriate

and consistent with the current situation. Therefore, AOT performed impairment test based on the first-option

assumption. The Don Mueang Airport is identified as a cash-generating unit. The recoverable amount is defined as

the value in use because all business activities are operated on state properties leased from the Treasury Department,

Ministry of Finance. According to the regulations of the Ministry of Finance, all constructions become the property

of the Ministry of Finance upon completion, so the fair value less costs to sell is equal to zero.

The determination of value-in –use of Don Mueang’s assets is estimated from future cash flows over

the assets’ useful lives. The growth rate used in the calculation after the fifth year is fixed and less than the AOT’s

163

average long-term growth rate. The cash flow estimation is performed on the reasonable basis and includes the forecast of air traffic. The applied discount rate is 11.87% which is the AOT’s weighted average cost of capital (WACC).

The result of impairment test reveals that the recoverable amount is less than the carrying amount. Therefore, AOT fully recognizes impairment provision. However, as the impairment indicator incurred in 2009, AOT retrospectively recognizes this impairment provision amounting to Baht 4,987.44 million. The effects of the retrospective adjustments are a decrease of Baht 4,987.44 million in net profit in 2009 and an increase of Baht 604.00 million in net profit in 2010 (a decrease of Baht 615.40 million in depreciation expense, a decrease of Baht 6.69 million in amortization and an increase of Baht 18.09 million in impairment loss) in the consolidated and the company’s financial statements. As at September 30, 2009 and 2010, plant and equipment-net decreased Baht 4,960.23 million and Baht 4,378.70 million respectively. Intangible asset-net decreased Baht 27.21 million and Baht 4.74 million in 2009 and 2010 respectively. Moreover, as at October 1, 2009 and 2010, retained earnings decreased Baht 4,987.44 million and Baht 4,383.44 million, respectively, from which previously reported.

5.3 Intangible asset (Compensation for noise impact) Compensation for noise impact is paid to entities/owners for reengineering buildings and construction in order

to prevent noise from the operations of Suvarnabhumi Airport according to the Environmental Law. AOT recognised this compensation for noise impact in the amount of Baht 580.64 million as an intangible asset since the year 2009 and amortised it using the straight-line method. However, compensation for noise impact does not subject to the definition of an intangible asset under TAS 38 because it cannot be separable individually; it is defined as costs arising from the acquisition of items of Suvarnabhumi Airport’s property, plant and equipment which have the same useful lives as the items of property, plant and equipment. Therefore, AOT reclassified the compensation for noise impact in the consolidated and the company’s financial statements for the year as at 30 September 2010 and prospectively adjusted the depreciation expense. The reclassification does not impact the earlier financial statements. The reclassification is as follows:

Unit : Million Baht

Balance sheets as at 30 September 2010- Increase in building and equipment 580.64- Decrease in intangible assets 580.64

5.4 Change in accounting estimatesFor the year ended September 30 2011, AOT’s subsidiary (Suvarnabhumi Airport Hotel: SAH) changed

its accounting estimates relating to the recording of the depreciation of building and landscape architecture from recording it over the period of the land lease to recording it according to the estimated useful life of the assets. SAH applied a retrospective adjustment in the financial statements of comparative period as if the company had always recorded depreciation according to the estimated useful life of assets, that resulted in an increase in net profit in the consolidated financial statements for the year ended September 30, 2010 of Baht 32.13 million, an increase in plant and equipment – net as at September 30, 2010 of Baht 140.43 million and a decrease in retained earnings as at October 1, 2009 and 2010 of Baht 108.30 million and Baht 140.43 million, respectively.

6. Segmented Financial Information

AOT and subsidiary have 2 main segments, which are airport business and hotel business. In 2011 and 2010, AOT and its subsidiary have no substantial activities in segments. AOT, therefore, has neither presented financial information by business segments nor geographical segments.

164

7. Additional Information

7.1 Cash and cash equivalents Unit : Million Baht


2011 2010 2011 2010Cash 182.44 82.89 181.21 81.66Current account and savings deposits 1,951.49 1,076.77 1,945.98 1,053.15Fixed deposits 200.00 - 200.00 -Bill of Exchange with maturity less than 3 months 2,800.00 500.00 2,800.00 500.00Bonds with maturity less than 3 months - 1,789.39 - 1,789.39Savings deposit at the AAT Savings and Credit Cooperative Limited 45.51 69.86 45.51 69.86Total 5,179.44 3,518.91 5,172.70 3,494.06

As at September 30, 2011 and 2010, cash and cash equivalents include reserve of the AAT Staff Pension Fund of Baht 28.85 million and Baht 58.89 million.

7.2 Short-term investmentsUnit : Million Baht

Consolidated and The Company

2011 2010

Fixed deposits 19,653.56 16,853.50Held-to-maturity debt securities - within 1 year Bill of Exchange 2,000.00 1,000.00 Bonds 58.99 694.07Total 21,712.55 18,547.57

Fixed deposits are over 3 months but less than 1 year maturity. As at September 30, 2011 and 2010, fixed deposits include the deposits of the AAT Staff Pension Fund in the amount of Baht 3.56 million and Baht 3.50 million, respectively.

On January 13, 2011, AOT has pledged bonds amounting to Baht 55.00 million as collateral for delay payment of corporate income tax payable with the Revenue Department until the determination of petition to waive or reduce fine and surcharge relating to value added tax for the construction of Suvarnabhumi Airport and the terminal expansion of Chiang Mai and Phuket Airports is settled.

7.3 Trade accounts receivable – net

Unit : Million Baht


2011 2010 2011 2010

Third parties 2,193.37 3,867.24 2,147.01 3,819.44Related parties 21.97 103.64 24.93 110.14Total 2,215.34 3,970.88 2,171.94 3,929.58Less : Allowance for doubtful accounts 555.15 686.97 545.28 675.97Trade accounts receivable – net 1,660.19 3,283.91 1,626.66 3,253.61

165

The allowance for doubtful accounts of Baht 555.15 million consists of 7 proceeding legal cases accounted for Baht 9.40 million, 8 cases under process of gathering evidence for further legal action accounted for Baht 17.49 million, 3 cases under consideration of the state attorney for Baht 191.65 million and 133 cases in the process compromising and pursuing totaling Baht 336.61 million.

Trade accounts receivable are classified as follows:

Unit : Million Baht


2011 2010 2011 2010

Not overdue 1,560.88 3,105.47 1,542.99 3,094.50Not over 6 months 47.05 76.54 33.28 60.84Over 6 months – 1 year 90.64 93.53 89.56 89.22Over 1 year – 2 years 22.79 214.64 22.44 214.64Over 2 years 493.98 480.70 483.67 470.38Total 2,215.34 3,970.88 2,171.94 3,929.58

7.4 Other receivables

Unit : Million Baht


2011 2010 2011 2010Receivables from the Revenue Department 2,211.83 1,247.19 2,211.50 1,246.68Receivables from the State Railway of Thailand 37.70 37.70 37.70 37.70Receivables from extended credit 3.18 2.58 3.18 2.58Other receivables 13.00 20.15 2.39 9.30Total 2,265.71 1,307.62 2,254.77 1,296.26

Receivables from the Revenue Department amounting to Baht 2,211.83 million in the consolidated financial statements as at September 30, 2011, comprised of :

- Baht 964.82 million of AOT corporate income tax refund.- Baht 0.33 million of SAH input tax refund and Baht 1,246.68 million of AOT input tax refund. AOT input

tax refund was the input tax incurred from the construction of Suvarnabhumi Airport during June 1996 – December 2005 and transferred from NBIA on January 1, 2006. Referring to the input tax refund process, the Council of State considered that AOT, as the one that NBIA was transferred to in accordance with the cabinet’s resolution and business transferring contract, is entitle to the right and responsibility transferred from NBIA to apply for the VAT refund (input tax). However, AOT must act in accordance with criteria stated in the Revenue Code and other related law. AOT acted according to the criteria set by the Revenue Department. AOT filed the estimation of use of building space to the Revenue Department and received an extension to file details of building construction and use from the Revenue Department. At present, it is under tax refund examination process of the Revenue Department.

7.5 Inventories and supplies - net

Unit : Million Baht


2011 2010 2011 2010

Inventories and supplies 313.70 254.70 307.18 248.75Less : Allowance for damaged and obsoleted supplies 0.46 0.43 0.46 0.43Inventories and supplies – net 313.24 254.27 306.72 248.32

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7.6 Other current assets

Unit : Million Baht


2011 2010 2011 2010

Assets available for sale 159.13 159.13 135.38 135.38

Less: Allowance for impairment of assets (159.13) (159.13) (135.38) (135.38)

Assets available for sale – net - - - -

Accrued input tax 183.29 172.81 167.57 159.30

Other Current assets 189.20 966.54 187.28 964.93

Total 372.49 1,139.35 354.85 1,124.23

Assets available for sale amounting to Baht 159.13 million in the consolidated financial statements and

Baht 135.38 million in the company’s financial statements less allowance for impairment of assets of Baht 159.13

million and Baht 135.38 million, respectively, incurred from the reclassification of investment in ordinary shares of Thai

Airport Ground Services Co., Ltd. The company made call upon shareholders to pay for shares in full by additional

payment of 50%, amounting to Baht 135.38 million but AOT had a policy not to pay for the call. Later, on January

21, 2010, the company issued a notice that shares will be forfeited and sold by public auction.

The company issued a notice dated October 5, 2011, to AOT informing that the company could not

sell the forfeited shared. Therefore, the company withdrew the forfeit and requested AOT to pay for shares in full

within 30 days after receiving the notice. AOT has already estimated provisions which may incur from the mentioned

investment (Note 7.19).

7.7 Investments in subsidiaries

The Company

Unit : Million Baht

Percentage of Investments

Name of Company Shareholding (%) Cost method Dividend

2011 2010 2011 2010 2011 2010

New Bangkok International Airport Co., Ltd.

(NBIA) : under liquidation 100.00 100.00 39,029.00 39,029.00 - -

Less Allowance for impairment of investments (441.89) (441.89)

NBIA-net (Note 7.33) 38,587.11 38,587.11

Suvarnabhumi Airport Hotel Co., Ltd.

(SAH) 60.00 60.00 610.67 610.67 - -

Total 39,197.78 39,197.78

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7.8 Long-term investmentsConsolidated

Unit : Million Baht

Percentage of

Name of Company Shareholding (%) At Cost Fair Value Book Value Dividends

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

1. General investments

Airport Duty Free Co., Ltd. 10.00 10.00 20.00 20.00 - - 20.00 20.00 - -

Phuket Air Catering Co., Ltd. 10.00 10.00 10.00 10.00 - - 10.00 10.00 3.50 3.00

Airport Associated Co., Ltd. 10.00 10.00 3.00 3.00 - - - - - -

Less : Allowance for impairment

of investments (3.00) (3.00) - - - - - -

Don Mueang International

Airport Hotel Co., Ltd. 9.00 9.00 10.80 10.80 - - 10.80 10.80 - 7.56

Trade Siam Co., Ltd. 1.50 1.50 0.75 0.75 - - 0.75 0.75 - -

Thai Aviation Refuelling Co., Ltd. 10.00 10.00 53.00 53.00 - - 53.00 53.00 17.86 15.19

Thai Airport Ground

Services Co., Ltd. 1.43 1.43 16.75 16.75 - - - 16.75 - -


in value of investments (16.75) - - - - - - -

Total 94.55 111.30 - - 94.55 111.30

2. Available-for-sale equity securities


Public Company Limited (BAFS) 4.94 4.94 21.00 21.00 257.04 246.96 257.04 246.96 15.37 12.10

3. Fixed Deposits 5,800.00 5,000.00 - - 5,800.00 5,000.00

Grand Total 5,915.55 5,132.30 257.04 246.96 6,151.59 5,358.26

The CompanyUnit : Million Baht

Percentage of

Name of Company Shareholding (%) At Cost Fair Value Book Value Dividends

2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

1. General investments

Airport Duty Free Co., Ltd. 10.00 10.00 20.00 20.00 - - 20.00 20.00 - -

Phuket Air Catering Co., Ltd. 10.00 10.00 10.00 10.00 - - 10.00 10.00 3.50 3.00

Airport Associated Co., Ltd. 10.00 10.00 3.00 3.00 - - - - - -


of investments (3.00) (3.00) - - - - - -

Don Mueang International

Airport Hotel Co., Ltd. 9.00 9.00 10.80 10.80 - - 10.80 10.80 - 7.56

Trade Siam Co., Ltd. 1.50 1.50 0.75 0.75 - - 0.75 0.75 - -

Thai Aviation Refuelling Co., Ltd. 10.00 10.00 53.00 53.00 - - 53.00 53.00 17.86 15.19

Thai Airport Ground

Services Co., Ltd. 1.43 1.43 14.25 14.25 - - - 14.25 - -


of investments (14.25) - - - - - - -

Total 94.55 108.80 - - 94.55 108.80

2. Available-for-sale equity securities


Public Company Limited (BAFS) 4.94 4.94 21.00 21.00 257.04 246.96 257.04 246.96 15.37 12.10

3. Fixed Deposits 5,800.00 5,000.00 - - 5,800.00 5,000.00

Grand Total 5,915.55 5,129.80 257.04 246.96 6,151.59 5,355.76

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7.9 Related party transactions

The related party transactions are included in the financial statements based on normal business as follows:

Unit : Million Baht


2011 2010 2011 2010

7.9.1 Trade accounts receivable

Thai Airport Ground Services Co., Ltd. - 21.08 - 21.08

Phuket Air Catering Co., Ltd. 1.41 0.99 1.41 0.99

Suvarnabhumi Airport Hotel Co., Ltd. - - 2.96 6.50

Thai Aviation Refuelling Co., Ltd. 0.04 0.63 0.04 0.63

Bangkok Aviation Fuel Service Plc. 20.52 80.94 20.52 80.94

Total 21.97 103.64 24.93 110.14

Less : Allowance for doubtful accounts - 0.16 0.36 0.16

Trade accounts receivable - net 21.97 103.48 24.57 109.98

7.9.2 Accrued income



Total 9.97 9.17 39.82 27.47

7.9.3 Trade accounts payable

Suvarnabhumi Airport Hotel Co., Ltd. - - - 0.02

Thai Airport Ground Services Co., Ltd. 39.87 18.77 39.87 18.77

Total 39.87 18.77 39.87 18.79

7.9.4 Accrued expenses

Suvarnabhumi Airport Hotel Co., Ltd. - - - 0.16


Total 69.20 83.64 69.20 83.80

7.9.5 Revenue received in advance


7.9.6 Revenues and expenses

Operating revenues

Thai Airport Ground Services Co., Ltd. - 20.23 - 20.23

Phuket Air Catering Co., Ltd. 33.79 25.39 33.79 25.39

Bangkok Aviation Fuel Service Plc. 261.44 245.45 261.44 245.45

Don Mueang International Airport Hotel Co., Ltd. 5.53 4.88 5.53 4.88



Total 315.99 310.17 371.32 369.85

Operating expenses



Total 28.08 71.40 29.06 72.45

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7.10 Plant and equipment - net

Unit : Million Baht


Building Building

& Con- & Con-

struction Equipment Total struction Equipment Total

Cost

As at October 1, 2010 101,611.93 42,236.23 143,848.16 99,487.37 41,704.93 141,192.30

Additions 2,878.83 1,526.31 4,405.13 2,877.88 1,523.22 4,401.10

Reclassification 924.13 1.53 925.66 924.13 2.30 926.43

Sale and disposals - (178.14) (178.14) - (175.69) (175.69)

As at September 30, 2011 105,414.89 43,585.93 149,000.82 103,289.38 43,054.76 146,344.14

Accumulated Depreciation

As at October 1, 2010 20,539.88 26,562.77 47,102.65 20,054.84 26,155.36 46,210.20

Effect of impairment of assets (Note 5.2) (465.24) (150.16) (615.40) (465.24) (150.16) (615.40)

Effect of change in accounting estimates

(Note 5.4 ) (140.43) - (140.43) - - -

Balance at the beginning - after adjustment 19,934.21 26,412.61 46,346.82 19,589.60 26,005.20 45,594.80

Depreciation for the Period 2,211.34 5,508.89 7,720.23 2,127.08 5,429.04 7,556.12

Reclassification 58.35 1.57 59.92 58.35 2.23 60.58

Disposals - (166.64) (166.64) - (164.34) (164.34)

As at September 30, 2011 22,203.90 31,756.43 53,960.33 21,775.03 31,272.13 53,047.16

Allowance for impairment

As at October 1, 2010 - after adjustment 4,343.75 650.35 4,994.10 4,343.75 650.35 4,994.10

Allowance for Impairment of the Period 192.36 146.98 339.34 192.36 146.98 339.34

As at September 30, 2011 4,536.11 797.33 5,333.44 4,536.11 797.33 5,333.44

Book Value – net

As at October 1, 2010 - after adjustment 77,333.98 15,173.26 92,507.24 75,554.02 15,049.38 90,603.40

As at September 30, 2011 78,674.88 11,032.17 89,707.05 76,978.24 10,985.30 87,963.54

During the year, AOT recognizes an impairment loss on Mae Fah Luang, Chiang Rai Airport’s assets

amounting to Baht 293.27 million because there is an impairment indicator and the amount of value in use is less

than its carrying amount.

As at September 30, 2011, net plant and equipment of AOT in the consolidated and the company’s

financial statements are Baht 89,707.05 million and Baht 87,963.54 million. The finance leased assets which included

in equipment are as follows:

170

Unit : Million Baht


2011 2010 2011 2010

Cost 1,303.93 1,287.50 1,302.88 1,286.45

Less Accumulated Depreciation 497.48 244.28 497.22 244.28

Book Value 806.45 1,043.22 805.66 1,042.17

7.11 Assets under construction


Unit : Million Baht

Suvarnabhumi Regional Head

Airport Airports Office Total

As at October 1, 2010 6,898.69 25.70 1.40 6,925.79

Addition 3,991.13 281.93 67.18 4,340.24

Transfer to plant and equipment (4,304.68) (224.15) (40.58) (4,569.41)

As at September 30, 2011 6,585.14 83.48 28.00 6,696.62

7.12 Intangible assets - net


Unit : Million Baht

Cost

As at October 1, 2010 1,888.93

Reclassification (580.64)

Additions 54.87

As at September 30, 2011 1,363.16

Amortization

As at October 1, 2010 578.50

Effect of impairment of assets ( Note 5.2 ) (6.69)

Balance at the beginning - after adjustment 571.81

Reclassification (42.31)

Amortization for the Period 129.48

As at September 30, 2011 658.98

Allowance for impairment

As at October 1, 2010 11.43

Allowance for Impairment of the Period 1.19


Book Value – net

As at October 1, 2010 1,305.69


171

7.13 Other non-current assets

Unit : Million Baht


2011 2010 2011 2010

Unused land and Construction 2,196.99 2,162.72 2,196.99 2,162.72

Advance payment 8.35 24.44 8.35 24.44

Guaranteed money 3.09 3.02 3.08 3.01

Cross Currency and Interest Rate Swap contact 9,710.26 5,012.80 9,710.26 5,012.80

Total 11,918.69 7,202.98 11,918.68 7,202.97

Net unused land and construction amounting to Baht 2,196.99 million are as follows :

- There is 692 Rai, 2 Ngan, and 22 Square Wah of unused land at Suvarnabhumi Airport amounting to

Baht 1,730.68 million. At present, it is under the analysis to set land management guidelines for the efficiency and

the ultimate benefits. The land management plan is not yet concrete.

- AOT repurchased land and construction amounting to Baht 466.31 million from people who are

affected by noise impact. AOT has a policy to give rights to AOT’s employees and employees of other entities

who work at Suvarnabhumi Airport to purchase those assets at a reasonable price which may be lower than the

acquired cost. Moreover, AOT will permit an assets management company to manage all assets or assets left from

those provided for AOT’s employees.

7.14 Promissory notes

AOT has issued promissory note to NBIA amounting to Baht 38,483.81 million (Note 7.33) on January

1, 2006 for discrepancy between the assets and liabilities transferred from NBIA, 0.5% of interest rate per annum.

AOT has not to pay interest since the dissolution date of NBIA. The maturity date of this note will be the last

working day prior to the date that the remaining of share value, (if any), will be returned to shareholders of NBIA.

7.15 Other current liabilities

Unit : Million Baht


2011 2010 2011 2010

Employee’s bonus payable 996.25 822.97 996.25 822.97

Accrued output tax 122.68 226.10 119.22 222.34

Accrued property tax 2,637.32 2,312.73 2,637.32 2,312.73

Value added tax payable 86.83 26.15 86.83 26.15

Revenue received in advance 421.54 386.97 423.22 388.86

Withholding tax payable 30.88 31.50 30.71 30.81

Other liabilities 354.79 412.03 312.65 392.95

Pension payable (AAT Staff Pension Fund) 3.44 12.88 3.44 12.88

Total 4,653.73 4,231.33 4,609.64 4,209.69

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7.16 Long – term loans Consolidated The Company

2011 2010 2011 2010

Million Million Million Million Million Million Million Million Yen Baht Yen Baht Yen Baht Yen Baht

Foreign Loans 149,924.01 61,600.47 162,163.61 59,595.61 149,924.01 61,600.47 162,163.61 59,595.61

Less : Current portion

of Long – term loan 12,259.98 5,037.35 12,239.60 4,498.09 12,259.98 5,037.35 12,239.60 4,498.09

137,664.03 56,563.12 149,924.01 55,097.52 137,664.03 56,563.12 149,924.01 55,097.52

Domestic Loans - 1,098.93 - 1,247.37 - - - -

Less : Current portion

of Long – term loan - 148.44 - 148.44 - - - -

- 950.49 - 1,098.93 - - - -

Total 137,664.03 57,513.61 149,924.01 56,196.45 137,664.03 56,563.12 149,924.01 55,097.52

7.16.1 Foreign loansAOT foreign loans were borrowed in Japanese yen from oversea financial institutes, guaranteed

by the Ministry of Finance with fixed annual interest rate at 0.75-2.70% and 2003-2042 payment due. AOT entered into cross currency and interest rate swap contact for 77.63% of the remaining balance of loan (as at September 30, 2011, exchange rate was Yen 100 = Baht 41.0878).

7.16.2 Domestic loansDomestic loans were borrowed from local financial institutes for the construction of Suvarnabhumi

Airport Hotel amounting to Baht 1,630.76 million with interest rate of MLR-2.0% per annum from contract signed date to September 30, 2007 and of MLR-1.0% per annum from October 1, 2007 onwards. The payment is due quarterly for 44 installments, amounting to Baht 37.10 million for each installment. The first payment has been paid in February, 2008 and the last payment will be due within November 30, 2018. On November 25, 2010, Suvarnabhumi Airport Hotel changed loans repayment criteria. The annual interest rate from February 26, 2010 to February 27, 2013 will be MLR-2.25% per annum and MLR-1.3% per annum since February 28, 2013 onwards. The principal repayment will be paid monthly from March 2010 to November 2016 at Baht 12.37 million. Moreover, the monthly repayment from December 2016 to November 2018 will be Baht 13.92 million.

7.17 Finance leased liabilities Unit : Million Baht


2011 2010 2011 2010

Finance leased liabilities- Not later than 1 year 358.99 388.55 358.68 388.24- Later than 1 year but not later than 5 years 547.28 839.43 546.66 838.50Future finance charges on finance leases (48.68) (86.99) (48.56) (86.80)Present value of finance leased liabilities 857.59 1,140.99 856.78 1,139.94

Present value of finance leased liabilities - current liabilities (Not later than 1 year) 331.82 350.48 331.57 350.25- non-current liabilities (Later than 1 year but not later than 5 years) 525.77 790.51 525.21 789.69Total 857.59 1,140.99 856.78 1,139.94

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7.18 AAT staff pension fund

AOT has set up a pension fund of Airports Authority of Thailand by contributing 10% of the employees’

salaries to the fund. As at September 30, 2011, AOT had obligation to pay its employees amounting to Baht 10.13

million.

7.19 Provisions


Unit : Million Baht

Property Demand

Tax for

Lawsuit penalties investment

Noise compen- compen- compen-

impact sation sation sation Total

As at October 1, 2010 - 33.29 228.47 135.38 397.14

- Addition of provisions 1,231.94 334.78 0.18 - 1,566.90

- Used during the year - 0.05 - - 0.05

As at September 30, 2011 1,231.94 368.02 228.65 135.38 1,963.99

- Short - term provisions 1,231.94 - - 135.38 1,367.32

- Long - term provisions - 368.02 228.65 - 596.67

Total 1,231.94 368.02 228.65 135.38 1,963.99

7.20 Other non-current liabilities

Unit : Million Baht


2011 2010

Retentions 97.18 90.00

Deferred revenue 44.15 46.37

Other non-current liabilities 18.73 19.93

Total 160.06 156.30

7.21 Share capital

AOT had authorized share capital of 1,428,570,000 ordinary shares with a par value of Baht 10 per

share. The shares were issued and fully paid-up totally Baht 14,285.70 million.

7.22 Legal reserve

According to Article 116 of the Public Limited Companies Act B.E.2535 AOT is required to appropriate

not less than 5 percent of its annual net income as a reserve until the reserve fund reaches 10 percent of the

authorized share capital. The AOT reserve fund was already appropriated to 10% of the issued and fully paid-up

share capital.

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7.23 Dividend

On January 21, 2011, the Annual Shareholder’s meeting of AOT approved the dividend payment for the

year 2010 of Baht 0.55 per share, amounting to Baht 785.71 million. AOT paid the dividends on February 9, 2011

7.24 Management’s remuneration

Managements comprise the Company’s Board of Directors, chief executive, persons in the next four

executive levels below the chief executive and persons whose titles equivalent to the forth executive including

persons in accounting or finance whose titles higher or equivalent to department manager in accordance with the

Securities and Exchange Act.

Unit : Million Baht


2011 2010 2011 2010

Board of Directors’ Remuneration 10.97 9.27 10.12 7.94

Board of Directors’ Bonus 1.40 4.19 1.40 4.19

Chief executive’s Remuneration 8.91 11.93 5.37 8.57

Other executives’ Remuneration 41.67 41.93 41.67 41.93

Total 62.95 67.32 58.56 62.63

7.25 State property rental

The Treasury Department demanded for collect the compensation for using the state property from AOT

at the rate of 5 percent of the operating income of Don Mueang Airport and Suvarnabhumi Airport and 2 percent

for the other Regional Airports without any expense deduction. After the opening of Suvarnabhumi Airport, the com-

pensation rates for Don Mueang Airport and Regional Airports will be adjusted according to the result of consultant

study provided by the Treasury Department. At present, AOT and the Treasury Department are negotiating for the

new compensation rates, therefore, state property rental amounting to Baht 1,244.84 million has been recorded at

the former rates since the opening of Suvarnabhumi Airport. The rental fees of state property amounting to Baht

2.56 million which AOT received from Don Mueang International Airport Hotel Co., Ltd. has been remitted to the

Treasury Department, Ministry of Finance at the rate of 50 percent without any expense deduction. The total amount

of fees was Baht 1,247.40 million.

7.26 Loss on impairment of assets

Unit : Million Baht


2011 2010 2011 2010

Loss on impairment of Don Mueang Airport 46.66 18.09 46.66 18.09

Loss on impairment of Mae Fah Luang Chiang Rai Airport 294.47 - 294.47 -

Loss on impairment of investments 16.75 - 14.25 -

Loss on impairment of assets available for sale - 159.13 - 135.38

Total 357.88 177.22 355.38 153.47

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7.27 Loss (gain) on foreign exchange

Unit : Million Baht


2011 2010 2011 2010

Realized Loss (gain) 96.45 (56.04) 96.51 (55.92)

Unrealized Loss (gain) 1,441.67 (253.34) 1,441.67 (253.34)

Total 1,538.12 (309.38) 1,538.18 (309.26)

7.28 Financial costs

Unit : Million Baht


2011 2010 2011 2010

Interest expense of loans from financial institutions 2,186.08 2,343.49 2,130.93 2,284.58

Interest expense from finance leased liabilities 37.73 46.22 37.66 46.22

Total 2,223.81 2,389.71 2,168.59 2,330.80

7.29 Remuneration to Auditors

Unit : Million Baht


2011 2010 2011 2010

Audit fee 3.15 2.65 2.75 2.25

Other expenses 0.46 0.40 0.46 0.40

Total 3.61 3.05 3.21 2.65

7.30 Financial instruments

Interest rate riskInterest rate risk arises from changes in market interest rate which may have and effects on AOT

operating results and cash flow in the present and the future. AOT has short term and long term deposits in the financial institutes. The AOT has liabilities from loans with fixed interest rate and AOT’s subsidiary has liabilities from loans with floating interest rate.

Exchange rate riskAOT had risk from the variance of currency exchange rate that affects liabilities, operating expenses and

interest payment in foreign currency. AOT risk management policy is to set up the risk management subcommittee on foreign debt. AOT entered into cross currency swap for Japanese Yen loans to Thai Baht which was 77.63% of the remaining amount of loans by applying financial derivative of Cross Currency Swap, Participating Swap and Cross Currency Swap which referring to the Kingdom of Thailand solvency in proportion of 42:33:25 with Thai and foreign financial institutes.

Credit riskCredit risk is arisen from the delayed payment of debt of the client. Setting the clear service payment,

continually trace the client of outstanding debt, and ask for the guarantee from the client schedule, are the ways to hedge the said matter. The client’s fair value stated in the balance sheets is the net value of the debtor after deducting doubtful account.

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Liquidity riskAOT and its subsidiaries manage liquidity risk by sufficiently maintaining the level of cash and cash

equivalents to support the company’s operations and decrease risk from the effects of cash flow fluctuation.Effective interest rate analysisThe effective interest rates of the financial assets and liabilities with interest as at September 30, 2010,

were as follows: Consolidated

2011 Unit : Million Baht

Effective interest Within More than More than More than rate (%) 1 Year 1 Year 2 Years 5 Years TotalCash and current account - 36.33 - - - 36.33Cash equivalents 2.78 5,143.11 - - - 5,143.11Short-term investments 3.38 21,712.55 - - - 21,712.55Long-term investments 3.50 - 3,800.00 2,000.00 - 5,800.00 26,891.99 3,800.00 2,000.00 - 32,691.99

Domestic loans 5.84 148.44 148.44 148.44 653.61 1,098.93Foreign loans 1.68 5,037.35 5,045.66 15,136.97 36,380.49 61,600.47 5,185.79 5,194.10 15,285.41 37,034.10 62,699.40


Effective interest Within More than More than More than rate (%) 1 Year 1 Year 2 Years 5 Years TotalCash and current account - (7.45) - - - (7.45) Cash equivalents 1.31 3,526.36 - - - 3,526.36Short-term investments 2.03 18,547.57 - - - 18,547.57Long-term investments 3.22 - 5,000.00 - - 5,000.00 22,066.48 5,000.00 - - 27,066.48

Domestic loans 4.12 148.44 148.44 296.88 653.61 1,247.37Foreign loans 1.67 4,498.09 4,505.58 13,539.01 37,052.93 59,595.61 4,646.53 4,654.02 13,835.89 37,706.54 60,842.98

The Company 2011 Unit : Million Baht

Effective interest Within More than More than More than rate (%) 1 Year 1 Year 2 Years 5 Years TotalCash and current account - 35.09 - - - 35.09Cash equivalents 2.78 5,137.61 - - - 5,137.61 Short-term investments 3.38 21,712.55 - - - 21,712.55Long-term investments 3.50 - 3,800.00 2,000.00 - 5,800.00 22,885.25 3,800.00 2,000.00 - 32,685.25

Loans (Japanese Yen) 1.68 5,037.35 5,045.66 15,136.97 37,380.49 61,600.47

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Effective

interest Within More than More than More than

rate (%) 1 Year 1 Year 2 Years 5 Years Total

Cash and current account - (8.68) - - - (8.68)

Cash equivalents 1.32 3,502.74 - - - 3,502.74

Short-term investments 2.03 18,547.57 - - - 18,547.57

Long-term investments 3.22 - 5,000.00 - - 5,000.00

22,041.63 5,000.00 - - 27,041.63

Loans (Japanese Yen) 1.67 4,498.09 4,505.58 13,539.01 37,052.93 59,595.61

Fair value of Financial InstrumentMost of the financial assets and liabilities were in short-term category including the loan which its

interest rate close to the rate applied in the market. The management believed that the fair value of financial assets and liabilities did not have significant difference from the book value.

The fair value of Cross Currency and Interest Rate Swap was the liability. As at September 30, 2010, if the contract is terminated, AOT will recieve Baht 1,949.72 million for compensation that was calculated by decreasing rate fixed by the contractor.

7.31 CommitmentConsolidated and The CompanyAOT’s legal commitments, which are not considered as expenses in the accounting period, are as follows: - Capital expense commitment, as at September 30, 2010 comprises:

Unit : Million Baht

Contracts for regional airports development projects 189.28Suvarnabhumi Airport’s construction contracts 134.73Noise Impact 1,675.24Total 1,999.25

- Operating expense commitment (VAT included), as at September 30, 2011 comprises: Unit : Million Baht

Contracts with private sector 5,056.80Repair and maintenance contracts 2,389.00Properties leasing contracts 437.03Total 7,882.83

The Suvarnabhumi Airport Hotel has entered into 20 – year - contract of hotel management (February 1, 2005-January 31, 2025). SAH has an obligation for hotel management fee (wages and personnel expenses) amounting to Baht 1,995.24 million, Baht 465.09 million of which was recorded as expenses. The remaining obligation is Baht 1,530.15 million. SAH also has obligation for the logo fee amounting to Baht 21.40 million (VAT included) which was recorded as expense for Baht 7.49 million. The remaining obligation was Baht 13.91 million. Total remaining obliga-tions were Baht 1,544.06 million.

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7.32 Contingent liabilities7.32.1 Assessment of property tax

AOT property tax has been assessed by Bangkok Metropolitan Administration (BMA) since 1995 by using remunerations for the space that AOT granted to operators as a calculation base. AOT appealed to BMA and submitted the matter to Office of the Attorney General on July 29, 1999 for the determination of the committee on the assessment of property tax. As a result, the board of directors (meeting No. 6/1999 dated June 29, 1999) resolved that AOT would pay property tax at the reasonable rate. BMA has informed the Treasury Department, the owner of property, about the assessment of property tax every year by using the same criteria since 1995 AOT has disagreed and appealed every year as since 1995.

Later, AOT was informed by the Office of the Attorney General (letter No. 0015/5219 dated Mar 24, 2005) for the final determination of the committee on the assessment of property tax. If BMA accepts the final determination of the committee, AOT will receive the property tax (1995-2003) of Baht 570.69 million from BMA (the letter requesting for the repayment of the said tax amount has already been sent to BMA). The Office of the Attorney General informed the Treasury Department that, in 2004, the committee had the same determination as in 2003.

Refering to BMA letter dated September 11, 2006, BMA informed the Treasury Department that BMA disagreed with the determination of the committee on the assessment of property tax. AOT was informed by the Treasury Department on October 2, 2006 that the Office of the Attorney General will submit the matter to the cabinet for ordering BMA to act in accordance with the determination of the committee.

On January 8 and 19, 2010, AOT was informed by the Office of the Attorney General via the Treasury Department for the final determination of the committee on the assessment of property tax that the criteria for property tax assessment for 2005 and 2006 will be the same as 2004 and 2005, respectively.

Moreover, on October 14, 2011, AOT was informed by the Office of the Attorney General via the Treasury Department for the final determination of the committee on the assessment of property tax that the criteria for property tax assessment for 2007 and 2008 will be the same as 2006.

In this accounting period, AOT was informed by BMA on the additional assessment of property tax for the spaces that AOT granted to operators at Don Muang International Airport for the year 2010 and 2007-2009 amounting to Baht 13.29 million by adhering to the previous criteria since 1995. AOT, therefore, paid the tax of Baht 11.43 million according to the tax assessment criteria specified by the committee on the assessment of property tax. For the remaining amount of Baht 1.86 million, AOT appealed to BMA according to the determination of the committee. At the end of the period, AOT has Baht 2,374.91 million of appealing tax payable (BMA has assessed the property tax amounted to Baht 3,935.78 million, less the paid tax of Baht 1,560.87 million). Moreover, AOT recorded provision for penalties of Baht 228.65 million according to Section 43(4) of the Property Tax Act, B.E.2475 (1932), amended by the Property Tax Act (No.4), B.E.2534 (1991) in case the result of the appeal complied with the assessment of BMA.

7.32.2 LawsuitsAOT was prosecuted with 61 cases which comprise of:- 47 general cases. The plaintiff filed a lawsuit against AOT to compensate for the damage in an

approximate amount of Baht 6,391.83 million (excluding interest). The cases are under consideration of the court and insurance company and not settled. The attorney-at-law of the Office of the Attorney General represents AOT.

- 14 cases of impact from the noise pollution. The plaintiff filed a lawsuit against AOT to compensate for the damage in an approximate amount of Baht 534.24 million. Presently, the cases are under the consideration of the court and not settled. The attorney-at-law of the Office of the Attorney General represents AOT.

With reference to the termination of trolleys service contract at Suvarnbhumi Airport with a private company, on January 18, 2011, AOT received provisional injunction from the Civil Court, case No. (Black) 118/2011

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dated January 17, 2011. The court issued a court motion to private company to manage buildings and car park at Suvarnabhumi Airport until the court’s order has been changed. On January 19, 2011, AOT requested the court to withdraw an order and cancel provisional injunction. The Civil Court determined that the case was duplicated to the case No. (Black) 1628/2010 of the Administrative Court. The court ordered to cancel the plaint, dismiss the case, strike the case out of the case list and cancel the provisional injunction. As a result, disputes between AOT and private company are pending actions of the Central Administrative Court.

At the end of the period, AOT recorded provision for liabilities incurred from 14 cases of lawsuits amounting to Baht 368.02 million.

7.32.3 Noise ImpactAOT’s Board of Directors have resoluted on May 15, 2008, to pay compensation to people who

are affected by noise pollution arisen from the operations of Suvarnabhumi Airport in accordance with the cabinet resolution on May 29, 2007. The compensation payments base on actual air traffic and are for buildings that were constructed before 2001as follows:

- Areas with NEF over 40: To negotiate and purchase buildings and constructions by comparing with the compensation guideline for expropriated immovable property as stated in the Act on Expropriation of Immovable Property B.E.2530 (1987). If owners do not want to sell the property, they will receive money for building improvement.

- Areas with NEF 30-40: To support building and construction improvement by evaluating noise level. If the noise level is over 10 decibel (a), an owner will receive money for buildings and constructions improve-ment according to the criteria of the study of National Institute of Development Administration (NIDA)

However, AOT established compensation fund for the impact of Suvarnabhumi Airport. The objective of the fund is to set criteria and methods to mitigate and help people who are affected from the operations of Suvarnabhumi Airport. It is in compliance with the resolution of the National Environment Board meeting No. 2/2009 dated May 4, 2009.

At the end of the period, AOT recorded provision for compensation for noise impact amounting to Baht 1,231.94 million. The provision for compensation was estimated from results of price appraisal survey to improve buildings which were affected from noise impact in area with NEF 30-40 conducted by independent appraiser. The survey was 80% complete.

7.33 Acquisition and dissolution of NBIAAccording to the cabinet’s resolution dated September 10, 2002, the cabinet agreed to transfer all ac-

tivities, rights, liabilities, commitment, assets, as well as employees of NBIA to AOT when Suvarnabhumi Airport has completely been constructed. This would take place before the airport start its operation. Besides, NBIA should be dissolved and all its activities transfer to AOT as a business unit. This arrangement has already occurred on January 1, 2006 and acknowledged by the cabinet’s resolution dated February 28, 2006 in accordance with the resolutions of the Ministry of Finance and the Ministry of Social Development and Human Security. On December 8, 2004, all personnel from NBIA have already been transferred to AOT. After that, business, assets, rights, and commitment of that have also been transferred to AOT on January 1, 2006. All properties and liabilities have been transferred from NBIA under book value recorded in NBIA account as at December 31, 2005 at the amount of Baht 100,913.28 mil-lion (including Baht 91,820.25 million of assets under construction, Baht 149.35 million of land, plant and equipment and Baht 8,943.68 million of other items) and Baht 62,429.47 million, respectively. Thus, the amount of the promis-sory note that AOT issued to NBIA was Baht 38,483.81 million with interest rate of 0.5% per annum. The maturity date of this note will be the last working day prior to the date that the remaining of share value, (if any), will be returned to AOT. NBIA was registered for dissolution on July 31, 2006 in accordance with the resolutions of the

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AOT Extraordinary Shareholders’ Meeting No.1 on July 12, 2006 and No.2 on July 28, 2006. At present, it is under the liquidation process. AOT has not to pay interest since the dissolution date of NBIA.

As at September 30, 2011, the related transactions of NBIA were recorded in the company’s financial statements as follows:

- Other receivables Baht 0.75 million- Investments in subsidiaries-net Baht 38,587.11 million- Promissory notes Baht 38,483.81 million- Accrued expenses Baht 111.76 million- Accrued revenues Baht 8.09 million

7.34 Dispute AOT received the letter from the Thai Arbitration Institute acknowledging the receipt of the Statement

of Claim as follows: - A joint venture submitted the Statement of Claim, arising in respect of the construction contract of

the passenger terminal complex for Suvarnabhumi Airport, to the Thai Arbitration Institute in accordance with the cases No.(Black) 103/2009 and No. (Black) 104/2009 dated October 30, 2009. A joint venture request AOT to pay for damages amounting to Baht 7,070.69 million and Yen 568.77 million including interest. At present, it is under the process to appoint the arbitrator.

- A joint venture submitted the Statement of Claim, arising in respect of the construction contract of the elevated frontage roads for Suvarnabhumi Airport, to the Thai Arbitration Institute in accordance with the cases No. (Black) 33/2010 dated May 4, 2009. A joint venture request AOT to pay for damages amounting to Baht 1206.17 million and Yen 99.22 million including interest. At present, it is under the process of appointing the arbitrator.

Therefore, AOT could not estimate whether and to what extent the damages will incur according to the claimants.

7.35 Events after the balance sheets dateAOT was affected by floods. AOT head office and Don Mueang airport have been flooded since October

22, 2011, resulting to damages of assets of AOT head office and Don Mueang airport. Don Mueang airport was affected by floodwater in the responded area of 3,000 Rai. The floodwater of

all area was 0.80-1.50 meters. As a result, runway, taxiway, apron, airport power system, high voltage system which generate power for the airport, East and West airport navigation systems, terminals, airport office building, and other related aviation buildings were damaged and unable to service.

The company is currently assessing the damage amount from this disaster. The estimated restoration cost to resume the operations at Don Mueang Airport and head office is Baht 1,700 million (included VAT).

However, some damaged assets affected from the flood at Don Mueang Airport and the Regional Airports are insured. The insurance covers loss amounting to Baht 1,000 million. In addition, the cabinet’s resolution on November 15, 2011 regarding Phase 1 - Don Mueang Airport’s recovery plan approved a budget of Baht 489.20 million (included VAT) to restore the runways, the taxiways, and the eastern apron at Don Mueang Airport.

7.36 Approval of Financial StatementsThe Audit committee, who was delegated authority by the AOT’s Board of Directors, has approved for

issuance these financial statements on December 8, 2011.

ANNUAL R

EPORT 2

011

ANNUAL R

EPORT 2

011

Airports of T

hailand Public C

ompany Lim

itedAirports of T

hailand Public C

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ited

Airports of Thailand Public Company Limited333 Cherdwutagard Road, Srikan Don Mueang, Bangkok 10210 ThailandTel. (66) 2535 1111, Fax. (66) 2535 4061E-mail : [email protected]


aot: annual report 2011

Documents

risk management committee

audit committee

remuneration committee

nomination committee

corporate governance

airports services

management structures

management of safety