The Company pays attention to the good corporate governance as it is a major mechanism in leading to an efficient, transparent, and verifiable management system. This will help create trust and confidence to shareholders, investors, stakeholders, and all related parties. The good corporate governance is the tool to add values, build competitiveness, and promote the long-term sustainable growth of the Company. The Board of Directors assigns the Nomination, Remuneration, and Corporate Governance Committee to monitor the compliance with the policy on human resource development for good and virtuous personnel. Regarding the monitoring of the compliance with the corporate governance policy, in 2020, the Company promoted and communicated information to directors, executives, and employees at all levels throughout the organization, distributed the handbook for good corporate governance and Code of Conduct. The Company’s Board of Directors, executives, and employees comply with the corporate governance policy and Code of Conduct. The Company has regularly monitored such compliance and implementation.
In 2020, there were issues or situations where the policy could not be complied with, that was, the Board should disclose the CEO's remuneration policy for the short term and long term based on the performance of the CEO. Since it is sensitive information, it is required time to prepare it. As a result of such commitment, in 2020, the Company’s 2020 Annual General Meeting of Shareholders was assessed with a score of 100 points or at the good level from the Quality Assessment of the Annual General Meeting of Shareholders (AGM Project) organized by the Thai Investors Association (TIA), which was another channel to promote sustainable governance. In addition, according to the commitment to development and monitoring of corporate governance, the Company received the results from the survey of information on corporate governance of listed companies for the year 2020 with the overall average score of 96%, which was the excellent CG Scoring for the 6th consecutive years. The score was higher than the overall average score of listed companies. However, the Company is still committed to improving the corporate governance process of the Company.
The Company reviews the good corporate governance policy annually. In 2020, the Board of Directors considered and reviewed the implementation of the principles according to the CG Code 2017, which consisted of 8 principles and guidelines, to the Company's business context in order to be consistent with the Stock Exchange of Thailand at the Board of Directors' meeting. 12/2563 held on December 17, 2020
The Company establishes the corporate governance guidelines as follows:
The Company is aware of and focuses on the basic rights of shareholders, including institutional shareholders, such as rights to purchase, sell, or transfer shares, rights to receive shares of the business, rights to obtain sufficient news and information about the business, rights to participate in meetings to exercise rights to vote at shareholders’ meetings to appoint or remove directors, appoint auditors, and other issues affecting the Company, such as allocation of dividends, establishment or amendment of regulations, memorandums of association, and articles of association, capital decrease or increase, etc.
Apart from the abovementioned basic rights, the Company also performs any acts that promote and facilitate the exercise of shareholders’ rights as follows:
- The Company shall submit the letter of invitation to meeting to shareholders at least 15 days before the meeting date. Such letter of invitation to meeting was submitted on July 15, 2020. The letter contains date, time, venue, and agenda of the meeting, rules used in the meeting, voting procedures, including supporting data regarding issues requiring resolutions at the meeting. Such information had also been published on the Company’s website in Thai and English version for 29 days from July 1, 2020, so shareholders were given a sufficient amount of time to study information regarding the meeting in advance before receiving information in the form of documents from the Company.
- The Company defined the guidelines for agendas of the annual general meeting of shareholders in accordance with the principles of good corporate governance as follows:
Agenda 1 To consider and adopt the minutes of general meeting of shareholders Agenda 2 To consider and acknowledge the Company’s operating results for the previous year Agenda 3 To consider and approve the Company’s financial statements for the fiscal year ended December 31 in the previous year Agenda 4 To consider and approve the allocation of profits from operations for the previous year Agenda 5 To consider and elect directors to replace those who retire by rotation Agenda 6 To consider and approve the remuneration of directors Agenda 7 To consider and appoint auditors and determine annual audit fees Agenda 8 Other matters, by offering opportunities to shareholders to inquire any key issues
- In the event that a shareholder is unable to attend a meeting, the Company offers opportunities to shareholders to authorize an independent director or any individual to attend the meeting on his/her behalf by using Proxy Form A, Form B, or Form C submitted by the Company together with the letter of invitation to meeting.
- Shareholders are given opportunities to send questions on agendas of shareholders’ meeting to the Board of Directors at least 29 days prior to the meeting date through the Company’s website or e-mail of Investor Relations by notifying through the Stock Exchange of Thailand’s news system on July 1, 2020.
- Shareholders are given opportunities to fully and independently ask questions and express opinions and suggestions. The details are recorded in the minutes of shareholders' meeting.
- The Company fully facilitates shareholders to exercise their rights to attend meetings and cast votes. The Company will hold the meeting on working days at hotels in Bangkok and its vicinity where transportation is convenient for shareholders travelling to attend the meetings. In the past, the meetings were held at the hotel near to MRT. In addition, a duty stamp is provided to the shareholders’ proxies.
- All directors and top executives shall attend the meeting and answer questions raised at the shareholder’s meetings.
- After the meeting adjourned, the Company shall publish the voting results for each agenda of the general meeting of shareholders on the date following the meeting, which was July 31, 2020. The results were also notified through the Stock Exchange of Thailand’s news system and on the Company’s website. The Company shall prepare the minutes of meeting containing accurate and complete information which is disclosed on the Company’s website within 14 days from the meeting date, so shareholders are able to check it. In 2020, it was published on the website on August 7, 2020.
- The Company applies technologies to the shareholders’ meetings in terms of shareholder registration, vote counting, and vote results display, so the meeting can proceed quickly, accurately, and precisely.
The Company has the policy for practicing and protecting the rights of all shareholders equally and fairly, including executive shareholders and non-executive shareholders, Thai shareholders or foreign shareholders, major shareholders or minor shareholders, and institutional shareholders. Shareholders are entitled to equal basic rights.
- The Company allows shareholders who are unable to attend meetings in person to authorize an independent director or any individual as a proxy to attend the meeting on their behalf.
- The Company allows shareholders to propose matters to be included in the meeting agendas and nominate persons to be elected as a director at the shareholders’ meeting in advance according to the rules set by the Company. Details are published on the Company’s website, http://www.qtc-energy.com Such matters shall be submitted to the Company at least 92 days in advance before the date of shareholders’ meeting from September 3, 2020 to December 3, 2020.
- In 2020, there were no additional meeting agendas that were not notified the shareholders in advance, particularly agendas that were important and required time to study information before making decisions by shareholders.
- The Board of Directors offers opportunities to shareholders to exercise the right to appoint individual directors and encourages the use of a ballot to ensure the transparent and verifiable voting.
- The Board of Directors establishes the preventive measures for insider trading of related parties, including directors, executives, employees, and workers as well as spouses and minor children of such individuals relating to information. In addition, the Board of Directors also determines the penalties on disclosure of the Company’s information or the exploitation of the Company’s information for personal gain according to the policy on insider trading prevention.
- The Company provides knowledge to its directors and executives on the duty and responsibility for reporting their shareholdings in the Company as well as their spouses and minor children, and the changes in shareholdings to the Securities and Exchange pursuant to Section 59 and the penalty provision of the Securities and Exchange Act, B.E. 2535 (1992).
The Company focuses on the rights of stakeholders and fairly treats all related parties. The details are as follows:
- Employees : The Company is aware of the importance of all employees who will take part in driving the Company to develop its business to the future. Therefore, the Company emphasizes on the continuous development of capabilities, knowledge, and skills of employees, considers appropriate remunerations based on knowledge and capacity of each employee, and also maintains work environments by considering quality of life and occupational safety. However, the Company treats all employees equally and fairly.
- Business Partners and Creditors : The Company treats business partners who are suppliers and financial creditors fairly and equally without taking advantages by strictly complying with the trading conditions and/or mutual agreements in order to improve the business relationship that will create benefits for both parties. In addition, the Company establishes the Code of Conduct and Guidelines for QTC’s business partners so that they can comply with. The Company submits the handbook of practices for all business partners which is published on the Company's website, https://investor.qtc-energy.com/th/corporate-governance/cg-report-and-download
- Customers : The Company pays attention to customers and takes responsibility for customers by focusing on production of high-quality standardized products and responding to the needs of customers while maintaining customer confidentiality. In addition, the Company also focuses on the appropriate and fair pricing for products sold to customers.
- Competitors : The Company complies with the rules of good competition and stipulated laws, maintains the norms of codes of conduct for competition, and avoids any fraudulent methods which would destroy competitors.
- Community and Society : The Company conducts its business by mainly considering environmental impact. The Company emphasizes on continuously fostering awareness of social and community responsibility and improving the quality of life of everyone in the community and society, including promoting activities creating benefits to the public without performing any illegal acts or acts against the laws.
- The Company establishes the compensation measures, which are included in the Company’s Code of Conduct, in the case where stakeholders are suffered from the Company’s violation of the stakeholder’s legal rights.
- The Company declares that directors, executives, and employees who acknowledge important inside information possibly affecting the change in securities trading prices shall refrain from trading the Company's securities for a period of 1 month before the disclosure of operating results or such inside information to the public.
- The Company establishes the clear procedures in the case that there is a person whistleblowing any illegal acts, accuracy of financial reporting, defective internal control system, or misconduct. These matters can be reported via letter and e-mail to the Audit Committee of the Company. Furthermore, the Company also establishes measures to protect the whistleblowers’ rights.
- To lead to serious action, the Company establishes the handbook on ethics as a part of discipline that the directors, executives, and employees at all levels are required to strictly comply with. Any violations or non-compliance shall be subject to disciplinary action according to the regulations on human resources management.
- The Company establishes the policy on conflicts of interest in the handbook on ethics in order to prevent the exploitation for personal gain.
The Board of Directors pays attention to the correct, complete, and transparent information disclosure, including reports on financial data and general information, according to the rules of the SEC and the Stock Exchange of Thailand, as well as the significant information affecting the Company’s securities’ prices which may have an impact on the decision-making process of the Company’s investors and stakeholders. To allow all parties relating to the Company to obtain information equally, information of the Company is disclosed to the shareholders and the public via the channel and media for data dissemination of the Stock Exchange of Thailand and on the Company’s website, www.qtc-energy.com
The Board of Directors is aware of its responsibilities and firmly committed to strictly overseeing the compliance with laws, rules, and regulations relating to information disclosure and transparency as follows:
- The Company publishes information in line with the specified criteria through channels of the SET and the Annual Registration Statement (Form 56-1 One Report). Such information is also published on the Company’s website in both Thai and English versions with regular information updates.
- The Board of Directors reports the results of compliance with corporate governance policy through the Annual Registration Statement (Form 56-1 One Report) and on the Company’s website.
- The Board of Directors prepares the report on the Board of Directors’ responsibilities for financial reporting which is presented together with the auditor’s report and also prepares the report on corporate governance of the Audit Committee included in the Annual Report (Annual Registration Statement, Form 56-1 One Report).
- The Board of Directors discloses the list, roles and duties of the Board and sub-committees, number of meetings, and number of meetings attended by each director in each year through the Annual Registration Statement (Form 56-1 One Report).
- The Company discloses information through the Annual Registration Statement (Form 56-1 One Report).
- To ensure the compliance with the Capital Market Supervisory Board’s Notification on Rules, Conditions, and Procedures for Information Disclosure regarding Financial Position and Operating Results of the Company, information in the following areas is disclosed: Part 1 consists of; (1) Structure and Operation of Company Group, (2) Risk Management, (3) Driving Business towards Sustainability, (4) Management Discussion and Analysis, (5) General Information and Other Significant Information; Part 2 consists of; (6) Corporate Governance Policy, (7) Corporate Governance Structure and Significant Information on Board of Directors, Sub-Committees, Executives, Employees, and Others, (8) Report on Key Performances of Corporate Governance, (9) Internal Control and Connected Transaction.
- The Board of Directors and executives report shareholdings and the changes in shareholdings according to the rules stipulated by the Office of the Securities and Exchange Commission.
- The first four directors and executives ranking from the Chief Executive Officer are responsible for submitting a report on their stake holdings and the stake holdings of related parties to the Chairman of the Board and the Chairman of the Audit Committee and disclosing information to all directors according to the Securities and Exchange Act B.E. 2551 (2008). The Board of Directors establishes the policy to designate employees at the executive level, deputy managing manager, and department managers to submit the report on their stake holdings and the stake holdings of related parties to the Audit Committee in order to ensure the transparency and fairness in business operations. It shall be reported to the Audit Committee annually.
- The Board of Directors ensures the maintenance of the effective internal control system in order to provide reasonable assurance that accounting information is recorded accurately, completely, and sufficiently to maintain the Company’s assets, and to acknowledge the weaknesses to prevent corruption or significant misconduct. The Board of Directors appoints the Audit Committee, comprised non-executive directors responsible for auditing financial reports, connected transactions, and internal control system. The Audit Committee will directly report to the Board of Directors.
- The Company establishes the investor relation section to be responsible for communicating with external individuals, including shareholders, institutional investors, general investors, analysts, and related public sector as follows:
- Disclosing important information to the public
- Thoroughly publishing information to the public
- Clarifying rumors or news
- Promotional disclosure of unreasonable information
- Accurate, sufficient, timely, equal, transparent, and fair insider trading
- Performing operations when the securities trading of listed companies differs from the market’s normal conditions
For convenience, the Section can be contacted through the following channels:Telephone : (66)2379 3089 ext. 241
Fascimile : (66)2379 3099
In addition, the Company authorizes the Chief Executive Officer or the Managing Director to provide such information.
- The Company appoints contact persons who are authorized to provide coordinate with the SET for information disclosure as follows:
- Disclosing information based on situations, such as asset acquisition/disposal transactions, related transactions, shareholders’ meeting schedules, changes in directors and auditors, relocation of head office, minutes of the shareholders’ meetings, investment projects, dividend payments/ dividend payment omission, etc., which are performed by the Managing Director
- Disclosing information based on accounting period, such as annual financial statements and quarterly financial statements, Annual Registration Statement (Form 56-1 One Report), and Annual Report, which are performed by the Managing Director
- Regarding the provision of general news on corporate management, the Chairman of the Board of Executive or the Managing Director is responsible for providing news and information on corporate management to the mass media.
- Contact persons are assigned to coordinate with other related agencies as follows:
- The company secretary is assigned to coordinate with Thailand Securities Depository Company Limited.
- The company secretary is assigned to coordinate with the Office of the Securities and Exchange Commission.
The Company focuses on showing the duties and responsibilities of the Board of Directors in order to maintain the interests of stakeholders and shareholders, such as establishment of annual strategies for business operations, review of such strategies semi-annually, performances monitoring, and ensuring transparent business operations to create added value and sustainability to the Company. The Company continues performing the following actions:
- The Board of Directors consists of qualified persons with knowledge, capability, and experience at the executive level from various organizations. As a result, they are able to apply experiences, knowledge, and capability to effectively develop and establish the Company's policies and business directions which create the highest benefits to the Company and shareholders. The Board of Directors plays a significant role in establishing corporate policies and business overview and also supervising, inspecting, and monitoring the Management’s performances and evaluating the Company's performances according to the specified plans.
- The Company establishes the policy to separate the position of the Chairman of the Board and the Chief Executive Officer. These positions shall be held by different persons in order to prevent any one person from holding absolute power in any specific matter. The Board of Directors will determine the scope of the power and responsibilities and select persons to hold such position.
- The number of companies in which each director holds office shall be in compliance with good corporate governance principles. Each director shall hold directorship positions in no more than 3 listed companies.
- The Chief Executive Officer, the Managing Director, and top executives of the Company are entitled to hold directorship positions in no more than 3 companies with a prior approval of the Board of Directors.
- Each independent director shall hold the position of an independent director for no more than 9 consecutive years.
- The Board of Directors shall appoint a new director to serve for the remaining term of office of the former director with an approval of the Board of Directors.
- The Board of Directors discloses information on office holding in other companies to the shareholder in the Annual Registration Statement (Form 56-1) and the Annual Report (Form 56-2).
- The Company has the policy for non-executive directors to hold their own meetings for discussing any problems concerning management that are in the limelight without the participation of the Management at least once per year. In 2020, such meeting was held once on March 19, 2020.
- The Board of Directors cooperates with the Management to determine the Company’s vision, mission, strategies, goals, business plans, and budgets. The Company schedules the reviews of its vision, mission, strategies, goals, business plans, and budgets annually.
- Regarding the roles, duties and responsibilities of the Board of Directors, the Company assigns directors to comply with the Code of Best Practices according to SET’s guidelines. Directors shall understand and be aware of their roles, duties, and responsibilities, perform such duties in compliance with the laws, Company’s objectives, and Articles of Association as well as shareholders’ resolutions with integrity and honesty, and mainly consider the interests of the Company and its shareholders. Director’s roles, duties and responsibilities are as follows:
- Holding an annual general meeting of shareholders within 4 months from the end of the Company’s accounting period
- Holding a Board of Directors’ meeting at least once every 3 months
- Providing the reliable accounting system, financial reporting, and accounting audits, supervising efficient and effective internal control system, internal audit, and risk management
- Preparing the Company’s balance sheets and statements of income at the end of the Company’s accounting period, which must be audited by an auditor and presented to the shareholders’ meeting for consideration and approval
- Determining the Company’s policies and business directions, monitoring and supervising the Management to perform operations according to the specified policies effectively and efficiently in order to maximize economic value for the business and shareholders’ wealth. Furthermore, the scope of the Board of Directors’ duties includes the supervision to ensure that the Company complies with laws on securities and exchange, notifications of the Capital Market Supervisory Board, and regulations of the Stock Exchange of Thailand, such as connected transactions, and acquisition or disposal of significant assets, or laws relating to the Company’s businesses.
- Considering, reviewing, auditing, and approving plans of business expansion, large-scale investment projects, and participation in investments with other business operators proposed by the executives.
- Consistently monitoring performances to be in accordance with plans and budgets
- Considering and designating the management structures with authority to appoint the Board of Executives, Managing Directors, and other sub-committees as deemed appropriate, such as the Audit Committee, the Nomination Committee, the Remuneration Committee, etc., including determining the scopes of authority and duties of the Board of Executives, Managing Director, and any appointed sub-committees
However, the authorization under the scope of authority and duties shall not be in a manner that will enable the Board of Executives, Managing Director, and any sub-committees to consider and approve transactions possibly having conflicts, interests, or other types of conflicts of interest made with the Company or its subsidiaries (if any), unless it is the transaction approved under the policy and criteria completely considered and approved by the Board of Directors.
- The Board of Directors may authorize a director or several directors or any individuals to perform any actions on behalf of the Board of Directors under the control of the Board of Directors or may authorize such persons to have authority as deemed appropriate within the period deemed fit by the Board of Directors. The Board of Directors may cancel, withdraw, change, or revise such authorization as deemed appropriate. However, such authorization shall not be in a manner that will enable such persons to consider and approve transactions in which they or persons possibly having conflicts, interests, or other types of conflicts of interest will make with the Company or its subsidiaries, unless it is the approval of normal business transactions and it is in line with general trade conditions or policies and criteria completely considered and approved by the Board of Directors under the specified rules, conditions, and procedures regarding connected transactions and acquisition or disposal of significant assets of listed company pursuant to the notifications of the Capital Market Supervisory Board and / or the Stock Exchange of Thailand and/or any other notifications of related agencies.
- The Board of Directors prepares the corporate governance policy in writing and performs the evaluation of the compliance with policies and the review of policies at least once a year. The Board of Directors also promotes the preparation of written Code of Conduct so that all directors, executives, and employees understand the ethical standards applied by the Company to its business operations, monitor the compliance with such Code of Conduct, and establish the risk management policy and the quarterly evaluation of risk management effectiveness. In addition, the Board of Directors also monitors the implementation of the Company's strategies.
5.1 Development of Directors and Executives
- The Board of Directors has the policy to support and provide trainings and knowledge on the Company’s corporate governance system to related parties, including directors, members of the Audit Committee, executives, and company secretary, to ensure the continuous performance improvement, such as training courses of Thai Institute of Directors Association (IOD).
- The Company prepares documents and information that are beneficial to new directors and provides the handbook on business characteristics and guidelines for business operations of the Company to new directors.
- The Company has the plan to select personnel who will be responsible for important management positions at all levels in an appropriate and transparent manner to ensure that the Company recruits professional executives with management capability independently from the major shareholders or any other individuals. The Board of Directors will consider and review such plan annually. Executives who are assigned to be a successor will be developed according to the Individual Development Plan to be ready for further promotion in the future.
Orientation for New DirectorsThe Board of Directors schedules the orientation for all new directors in order to build knowledge and understanding about the business, including any operations of the Company in order to be ready for the performance of their duties. The Company has the policy to promote new knowledge and attitudes for all directors to learn the corporate governance, industrial situations, technology businesses, and new innovations so that directors are able to effectively take over their respective duties as soon as possible. The Company Secretary will provide coordination in any issues as follows:
In 2020, the Company provided the orientation to 2 new directors, namely, Mr. Norachit Sinhaseni and Mr. Apichart Sramoon. The secretary prepared information that the directors were required to be aware of and comply with rules and regulations, including policy on securities trading and Code of Conduct. In addition, both directors also visited the transformer manufacturing factory in Rayong.
- Matters Required Acknowledgement: Business structure, director structure, scope of authority and duty, laws required acknowledgement
- General Business Knowledge: Guidelines on operations, policies, and visit for production process, meeting with the Board of Directors to inquire in-depth data on business operations
Knowledge DevelopmentThe Board of Directors has the policy to support and provide trainings and knowledge on the Company’s corporate governance system to related parties, including directors, members of the Audit Committee, members of the Nomination, Remuneration, and Corporate Governance Committee, members of the Risk Management Committee, and company secretary, to ensure the continuous performance improvement as arranged by the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission, and training courses of Thai Institute of Directors Association (IOD). It also encourages the Board to have knowledge on administration from any institutes. In 2020, there were directors attending trainings and seminars as follows:
Name-Surname Training Course Institute 1. Mr. Norachit Sinhaseni
- Role of the Chairman Program RCP, Class 46/2563
- Board Nomination and Compensation Program, Class 10/2563
2. Mr. Apichart Sramoon
- Economic Mechanisms Promoting Greenhouse Gas Mitigation No. 6
- Leadex Boost Camp 2020
- AI & lot Summit 2022
Thailand Greenhouse Gas Management Organization (Public Organization)
SEAsia Leadavation Center Company Limited
Thai Digital Technology User Group Association (DUGA)
In addition, the Company revised documents and information that are beneficial to new directors and provided the handbook on business characteristics and guidelines for business operations of the Company to new directors. The Nomination, Remuneration and Corporate Governance Committee is also assigned to follow up the preparation of succession plans for Managing Director, Deputy Managing Director, and executives. Hence, the executives who are assigned to be a successor will be developed according to the Individual Development Plan to be ready for further promotion in the future.
5.2 Preparation of Succession Plan
To assure that the Company has directors with sufficient knowledge and capability to perform their respective duties, the Board of Directors establishes the top executive development plan by assigning the Nomination, Remuneration, and Corporate Governance Committee to prepare the succession plan for the positions of Managing Director, Deputy Managing Director, and Department Manager. Knowledge, capability, and experience required for each position shall be considered to select executives with specified qualifications and ability to succeed each position. Furthermore, the Human Resources Department is assigned to monitor trainings and knowledge and ability development of successors for the positions of Managing Director, Deputy Managing Director, and Department Manager.
5.3 Stake Holding Reporting
The Company assigns the directors, executive directors, and executives to report their own interests and those of related persons when they commence to hold the position or when there is any change of information. In addition, they have to revise information annually according to rules and methods of stake holding reporting of the Company’s directors and executives specified by the Board of Directors. In 2020, the Company required the directors, executive directors, and executives to submit the reports on stake holding to the company secretary to compile and prepare a summary of reports to the Audit Committee and the Board of Directors. Such matter was presented to the Board of Directors at the Meeting No. 12/2563 on December 17, 2020.