Governance & Compliance
Governance & Compliance
Each renewable-energy project is implemented through a Special Purpose Vehicle (SPV) — a legally independent entity responsible for its own assets, revenues, and liabilities — allowing investors to participate within a ring-fenced, fully auditable structure.
Board Composition: Each SPV is governed by a Board of Directors representing all shareholders — Thai Promoter (20 %), DFIs (40 %), and Climate VC (40 %). Independent advisors may be appointed for ESG or technical oversight.
Decision-Making: Major corporate actions (budget approval, new debt, dividend declaration, or contract amendment) require super-majority consent to safeguard minority investor interests.
Transparency: All board resolutions, financial statements, and ESG reports are stored in a secure digital data room accessible to shareholders and lenders.
Accountability: Clear delegation of authority defines roles among the Promoter, EPC contractor, O&M operator, and independent auditor to prevent conflicts of interest.
At the portfolio level, our corporate structure is supervised by an Audit and Compliance Committee, ESG Committee, and Risk Management Committee, ensuring unified governance across all SPVs.
Every REpow project is developed in full compliance with Thai regulatory frameworks and international sustainability standards, positioning it for both domestic and foreign investment.
Licensing & Permits: Projects adhere to Ministry of Energy regulations (VSPP/SPP schemes), Environmental Impact Assessment (EIA) approvals, Industrial Estate Authority of Thailand (IEAT) codes, and local zoning laws.
BOI Promotion: Eligible projects receive BOI investment privileges for renewable-energy production, carbon-credit activities, and community participation.
Feedstock Traceability: All biomass and biogas feedstocks are verified under Department of Agriculture and Department of Energy Business guidelines to ensure sustainable sourcing.
Environmental & Social Standards: Projects follow IFC Performance Standards, World Bank EHS Guidelines, and ISO 14001/45001.
Financial Compliance: IFRS accounting, independent annual audit, and anti-money-laundering (AML) protocols in line with DFI requirements.
Carbon Certification: Verified under T-VER, Verra, or Gold Standard, ensuring MRV-based emissions accounting for global recognition.
Compliance status and documentation are updated annually and shared with investors through quarterly reporting and due-diligence data rooms.
The framework’s goal is to identify, mitigate, and monitor potential risks at every stage — from development to operation — ensuring resilience and long-term investor confidence.
Conservative capital allocation with 100 % equity at COD; optional refinancing only after operational de-risking.
Inflation-linked tariff structures and diversified revenue streams (energy, carbon, circular products) protect against commodity volatility.
Separate concessional-loan facility via GSB/BAAC isolates smallholder credit risk from the project SPV.
EPC and O&M contracts structured as turnkey with performance guarantees and liquidated-damage clauses.
Preventive maintenance schedules, spare-parts logistics, and remote monitoring systems ensure ≥ 95 % plant availability.
Continuous environmental monitoring (air emissions, wastewater, noise).
Stakeholder engagement and grievance-redress mechanisms following IFC PS 1 & PS 5.
Emergency preparedness plans coordinated with local authorities.
Eligible for Partial Risk Guarantee (PRG) and Political Risk Insurance (PRI) under DFI programs.
Compliance with Thai anti-corruption law and global standards (FCPA, UK Bribery Act).
Risk registers are reviewed quarterly by the Risk Management Committee and summarized in investor reports.
REpow will maintain complete regulatory alignment with national and international climate-policy frameworks, ensuring credibility for DFIs, green-bond issuers, and institutional investors.
Thailand BCG Economy Model – supports bio-energy, circular agriculture, and community inclusion.
National Energy Plan (NEP 2024–2037) – contributes to renewable-energy and decarbonization targets.
Net-Zero 2065 Roadmap – each project contributes quantifiable GHG reduction metrics.
CBAM & RE100 Readiness – enables Thai manufacturers to achieve export compliance with EU and U.S. carbon-border regulations.
Public disclosure of project permits, carbon data, and ESG performance through the REpow investor portal.
Annual third-party audit covering both financial and ESG indicators.
Voluntary adherence to Task Force on Climate-Related Financial Disclosures (TCFD) principles for climate-risk transparency.
Quarterly investor updates summarizing financial performance, risk register status, and ESG outcomes.
Annual stakeholder forums with local government, farmer cooperatives, and community representatives.
REpow’s governance model guarantees institutional-grade transparency, accountability, and risk control.
Each project is legally compliant, financially disciplined, and socially responsible, giving investors the confidence that their capital is deployed within a structure that meets or exceeds international standards.
Through strong governance, comprehensive risk management, and verified regulatory alignment, REpow delivers reliable, long-term impact with minimal exposure and maximum accountability.