The board of directors of the company realizes the importance of good governance since it is an important mechanism that leads to an efficient, transparent and verifiable management system which, in turn, creates trust and confidence in the shareholders, investors, stakeholders and all parties involved. Having good governance will be a value adding tool that helps build the competitiveness and promotes sustainable growth of the company in the long run. The board of directors has, therefore, assigned the Remuneration and Good Governance Committee the task of following up on compliance with policy and human resources development to build good people with sound morals and ethics.
In following up on compliance with corporate governance policies in 2015, the company made arrangements for the companywide promotion and communication of information to directors, executives and employees at all levels by the distribution of letters, good governance and the business code of conduct. The company’s board of directors, executives and employees has acted in compliance with good governance policy and the business code of conduct. Moreover, compliance has been regularly monitored and there were no issues or situations involving non-compliance with the abovementioned. By removing the IOD's approach comes as the next Pat guidance.
The aforementioned commitment in 2015 has resulted in the company’s evaluation in the annual meeting of shareholders 2015 with a score of 100 points, or a good level according the Quality of Annual General Meeting (AGM) Project, the Thai Investors Association (TIA) Project, which is another means of building sustainable good governance. In addition, the results of the survey of information on Corporate Governance Report of Thai Listed Companies 2015 earned an overall score of 91%, which falls within a Excellent CG Scoring range, which is above average for listed company scores. Nevertheless, the company remains firmly committed to developing the company’s good governance policies for sustainability.
The company has set policies for good corporate governance as set forth by the Stock Exchange of Thailand in the 3rd/2557 meeting of the board of directors on 15 December 2015, which covered five sections of principles detailed as follows:
- Section 1: The Right of Shareholders
Our company realizes and emphasizes on fundamental rights of individual shareholders and corporate shareholders such as the right to buy, sell and transfer shares, the right to receive the share of the company’s profit, the right to receive sufficient business information, the right to take part at the meeting of the shareholders in order to vote for the appointment or removal of the directors, the appointment of the auditor and significant matters of the company such as dividend allocation, establishment or amendment of the regulations of the company, the memorandum and article of association, and the change in capital.
The company is aware of and gives importance to the basic rights of shareholders such as rights to purchase, sell, or transfer shares, rights to receive shares in the business, rights to receive sufficient news and information about the business, rights to participate in meetings to exercise rights to vote in shareholders’ meetings to appoint or remove directors, appointments of auditors and issues with impact on the company, such as distribution of dividends, specifications or reviews of regulations, memorandums of association, regulations, reductions or increases in capital, etc.
Apart from the above mentioned basic rights, the company has also acted on various issues to promote and facilitate the exercising of shareholders’ rights as follows:
- The company sends letters of notification to attend shareholders’ meetings to shareholders no less than twenty-one days before the meeting date for 2016 sending it at 10 March,2016. Letters contain schedules for dates, times, places and agendas of the meetings,including data regarding topics requiring resolutions at the meeting. The information is also posted at the company’s website in Thai and English for at least one month for 2016 it was posted at 26 Febuary,2016 so shareholders are given a sufficient amount of time to study the information accompanying the meeting before receiving information in the form of documents from the company.
- The company has set agendas for the annual shareholder’s meeting for compliance with the principles of
corporate good governance as follows:
Agenda 1 Consideration to approve the minutes to the shareholder’s general meeting. Agenda 2 Consideration to acknowledge the company’s performance for the previous year. Agenda 3 Consideration to approve the company’s financial budget for the accounting cycle for the year ending 31 December of the previous year. Agenda 4 Consideration to approve the allocation of profits from operations for the previous year. Agenda 5 Consideration of the nomination of replacement directors for directors whose terms of office have expired. Agenda 6 Consideration to approve director’s compensation. Agenda 7 Consideration of the appointment of auditors and set compensation for the annual audit. Agenda 8 Consideration of other matters by giving the shareholders opportunities to inquire about key issues.
- In the event that a shareholder is unable to attend a meeting, the shareholder may authorize an independent director or an individual to attend the meeting on his/her behalf by using any one of the letters of proxy sent by the company with the meeting invitation.
- Shareholders are given opportunities to send questions on meeting agendas to the board of directors no less than 20 days before the meeting date via the company’s website at 26 Febuary,2016 or investor relations e-mail notified through the SET news system.
- Shareholders are fully and independently given opportunities to ask questions, express opinions and suggestions.
- The company fully facilitates shareholders in exercising their rights to attend meetings and cast votes. The meetings are held on working days at hotels in Bangkok and Bangkok suburb areas where transportation is convenient for the shareholders travelling to attend the meetings and prepare a revenue stamp for the shareholder proxy.
- All directors and high-ranking executives attend the meeting and address questions raised in the shareholder’s meetings together.
- After the meetings, the company posts the voting results for each agenda from the shareholder’s general and special meetings on the next day at the company’s website, at 31 March,2016 and prepares minutes to the meetings with accurate and complete data disclosed via the company’s website within 14 days from the meeting date, so shareholders are able to verify the results. The company post it at 8 Apirl,2016
- The company employs technology in the shareholder’s meetings in terms of shareholder registration, vote counting and display so the meeting can proceed quickly, accurately and precisely.
- Section 2: The Equitable Treatment of Shareholders
The company has policies for practicing and protecting the rights of every shareholder equally and fairly, including shareholders who are executives, shareholders who are not executives, Thai shareholders or foreign shareholders, major shareholders or minor shareholders and corporate shareholders. Shareholders are entitled to equal fundamental rights.
- The company allows shareholders who are unable to attend meetings to authorize an independent director or an individual as a proxy to attend the meeting on the shareholder’s behalf.
- The company allows shareholders to propose issues to be listed as meeting agendas and nominate persons as director candidates in the shareholder’s meeting in advance in line with criteria set by the company as posted 64 Annual Report 2016 QTC ENERGY PUBLIC COMPANY LIMITED at the website http://www.qtc-energy.com. The proposal must be made three months before the shareholder’s meeting. For 2016 the company post it between 29 September,2016 until 1 December ,2016
- 2016, the company will not add meeting agendas without sending notification to shareholders, particularly agendas that are important and require time to study information before making decisions.
- The board of directors grants shareholders opportunities to exercise the right to appoint individual directors and encourages the use of voting cards to ensure voting transparency.
- The board of directors sets up measures to prevent insider trading by related individuals, including directors, executives, employees, employees as well as the spouses and underage children of the aforementioned individuals.
- The board of directors has also set up punitive regulations on the company’s disclosure of information, or the use of the company’s information for personal gain in line with the policy to prevent insider trading.
- The company educates directors and its executives on the burden and duty to report shareholdings of the directors as well as the director’s spouses and underage children, and to report changes in shareholdings to the Securities and Exchange pursuant to Article 59 and the punitive clauses of the Securities and Exchange Act of 1992.
- Section 3: The Role of Stakeholders
The company gives importance to the rights of stakeholders and treats all related parties with fairness, as follows:
- Employee : The company is aware of the importance of every company employee who will take part in pushing the company toward developing its business to the future. Therefore, the company is focused on continually developing the capabilities, knowledge and skills of employees, including considerations of suitable remuneration according to the knowledge and capacity of each employee in addition to the maintenance of work environments by considering quality of life and occupational safety. The company treats every employee equally and fairly.
- Trading Partners and Trade Accounts Receivable : The company treats trading partners who are suppliers and financial debtors fairly, equally and without taking advantage by strict adherence to trading conditions and/or agreements made with one another in order to improve business relations in the interests of both parties.
- Customer : The company pays attention to customers and takes responsibility by focusing on production of high quality standardized products and responding to the needs of customers while maintaining customer confidentiality. The company also gives importance to setting proper equal prices for products sold to customers.
- Competitor : The company behaves in compliance with the rules of good competition and set laws, maintaining the norms of codes of conduct for competition with avoidance of fraudulent methods which would destroy competitors.
- Community and society : The company conducts its business with consideration of environmental impact. The company emphasizes continually building conscience, social and community responsibility in the company and support of activities in the interests of the public without violating laws.
- The company has a compensation measures published in the company’s code of conduct in case where stakeholders are damaged by the company’s violation of the stakeholder’s legitimate rights.
- The company declares that directors, executives and employees who learn of important inside information potentially affecting securities trading prices must stop trading the company’s securities within one month before the company announces its performance or before the inside information is disclosed to the public.
- The company has clear procedures for cases where persons disclose matters of legal violation,s financial reporting accuracy, internal control errors or misconduct. These persons can report such matters by letter to the board of audit. Furthermore, the company has set up measures to protect the informants’ rights.
- In order to lead to earnest practice, the company has established a manual on ethics as a part of discipline. The directors, executives and employees at all levels are required to strictly adhere to the aforementioned and violations or non-compliance will be subject to disciplinary action under the regulations governing human resources management.
- The company has set policy involving conflicts of interest in the manual on ethics in order to prevent the use of opportunities for seeking personal gain.
Notification of Complaint Policy
The committee provides employees and interested persons channels of providing complaints, comment and inform the trace of any illegal action through mail to the audit committee of the company at: QTC Energy Public Company Limited 2/2 Soi Krungthep Kritha 8 Yaek 5, Krungthep Kritha Road, Huamark sub-district, Bangkapi district, Bangkok 10240 or send e-mail to email@example.com
- Section 4: Disclosure and Transparency
The board of directors places importance on correct, complete and transparent information disclosure, from reports on financial data and general data according to the criteria of the SEC and the Stock Exchange of Thailand to the key information which may affect the company’s security’s prices and potentially affect the decision-making process of the company’s investors and stakeholders, so the company’s related individuals receive equal the information. Following this proposed sale of stock and following the company’s listing on the Stock Exchange of Thailand, the company will disclose information to the shareholders and the public via Stock Exchange of Thailand data dissemination channels and the company’s website.
The board of directors is aware of its responsibilities and firmly committed to strictly overseeing compliance with the laws and regulations related to information disclosure and transparency as follows:
- The company publishes information in line with the set criteria through channels of the SET, Annual Disclosure Form (Form 56-1) and the Annual Report (Form 56-2) and via the company’s website in both Thai and English with regular information updates.
- The board of directors reports corporate governance compliance results through the Annual Disclosure Form (Form 56-1) and the Annual Report (Form 56-2) and company’s website.
- The board of directors compiles reports on the board of directors’ responsibilities for financial transactions displayed together with the auditor’s report and arranges for reports on corporate governance by the Board of Audit in the Annual Report (Form 56-2).
- Annual Disclosure Form (Form 56-1) and the Annual Report (Form 56-2) the board of directors publishes name list, roles and responsibilities of members of the board of directors and sub-committees, number of meeting and number of meetings attended by each director in each year through the Annual Disclosure Form (Form 56-1) and the Annual Report (Form 56-2).
- The company has set policy for information disclosure through the Annual Disclosure Form (Form 56-1)to assure compliance with the Capital Market Supervisory Board’s notification on the criteria, terms and methods for information
- disclosure regarding a company’s financial status and business performance in the following areas: 1) general information; 2) risk factors; 3) characteristics of business operations; 4) business operations of each product line; 5) assets utilized in business operation; 6) legal disputes; 7) capital structure; 8) management; 9) internal control; 10) related transactions; 11) financial status and business performance; and 12) other related information.
- The board of directors and executives report shareholdings and the changes in shareholdings in line with regulations set by the Securities and Exchange Commission.
- The first four directors and executives counted from the Managing Director are under obligation to submit a report on their own stake holdings and the stake holdings of related individuals to the chairman of the board and the chairman of the Board of Audit with disclosure of information for all directors’ awareness in line with the Securities and Exchange Act of 2008. The board of directors has set policy to designate executive level employees with the title of division manager to submit to the Board of Audit their personal stake holdings and the stake holdings of related individuals in order to assure transparency and fairness in business conduct.
- The board of directors arranges for the maintenance of effective internal controls in order provide reasonable assurance that accounting records are recorded accurately, completely and sufficiently to maintain the company’s assets, and in order to be aware of the weaknesses so misconduct or significant irregular operations can be prevented. The board of directors has established the Board of Audit composed of non-executive directors serving to audit financial transactions, related party transactions and internal control systems. The Board of Audit directly reports to the board of directors.
- The company has established an investor relation unit for the purpose of communications with outside individuals, namely, shareholders, institution investors, general investors and related public analysts as follows:
- To disclose important information for public awareness.
- To thoroughly publish information to the people.
- To clarify rumors or news.
- To prevent the promotional disclosure of unreasonable information.
- To use inside information in the trading of listed companies with accuracy, sufficiency, modernity, equity, transparency and fairness.
- To carry out procedures when the securities trading of listed companies deviates from the market’s normal conditions.
he unit can be contacted through the following channels:
Telephone : (66)2379 3089 extension. 241
Fax : (66)2379 3099
In addition, the company has appointed the Chief Executive Officer or the Managing Director as the party with the authorization to provide the aforementioned information.
- The company has appointed contact persons who are authorized to coordinate with the SET in disclosing
- Matters on the disclosure of information in line with events occurring, namely, asset acquisition/discharge (sales) transactions, related transactions, shareholders’ meeting schedules, changes in directors and auditors, relocating headquarters, minutes to the shareholders’ meetings and investment projects, dividend payments/ dividend payment suspensions are to be made by the Managing Director.
- The disclosure of information according to accounting cycle, namely, annual financial statements, and quarterly financial statement, Annual Disclosure Form (Form 56-1) and the Annual Report (Form 56-2) are to be made by the Managing Director.
- The Chairman of the Board or the Managing Director are the parties authorized to provide general news and information on corporate management to the media.
- Appointing contact persons with other related agencies:
- The corporate secretary is the party to coordinate with Thailand Securities Depository Company Limited
- The corporate secretary is the party to coordinate with the Securities and Exchange Commission.
- Section 5: Responsibilities of the Board of Directors
The company gives importance to showing the duties and responsibilities of directors in order to maintain the interests of stakeholders and shareholders such as setting annual strategies for business practices and reviewing the aforementioned strategies semi-annually and monitoring performance audits. And to ensure transparent business practices for added company value and sustainability, the company will take the following actions:
- The board of directors is made up of qualified experts with knowledge, ability and experience at the executive level from various corporations. The board of directors is able to use its experience, knowledge and ability to effectively develop and set the company’s policies and governance to maximize benefits to the company and shareholders. The board of directors plays a significant role in setting corporate policies and overall business in addition to supervising, auditing and monitoring management performance and evaluating the company’s performance according to plans. Each director is allowed to hold the office of director for no more than three listed companies.
- The company has set policy for the Chairman of the Board and the Managing Director are held by different persons in order to prevent any one person from holding absolute power in any specific matter. The board of directors will set the scope of the power and responsibilities in addition to selecting the persons to hold the aforementioned offices.
- The number of companies in which each director holds office must be compliant with good corporate governance and each director must be a director in no more than three listed companies.
- The Managing Director and high-ranking executives can hold the office of director in no more than three companies, and must be approved by the board of directors in advance.
- Each independent director may be an independent director for no more than nine consecutive years.
- The board of directors will appoint a new director to serve for the remaining term of office for the previousdirector with approval from the board of directors.
- The board of directors discloses information on office holding in other companies to the shareholder’sawareness in the Annual Disclosure Form (Form 56-1) and the Annual Report (Form 56-2).
- The company has policy for non-executive directors to hold meetings for the purpose of discussing various problems concerning management issues of interest without the presence of management at least once per year. In 2014, the aforementioned meeting was held once in the month of April.
- The company’s board of directors has participated with the management in setting the company’s vision, mission, strategies, goals, business plans and budgets. Thus, the company has scheduled annual reviews of the company’s vision, mission, strategies, goals, business plans and budgets.
The Roles, Duties and Responsibilities of Directors
The company stipulates that directors comply with the code of best practice in line with SET guidelines. Directors must understand and be aware of their roles, duties, and responsibilities, performing those duties in compliance with the law, company objectives and regulations as well as shareholders’ resolutions with integrity, honesty and maximum consideration of the interests of the company and its shareholders. Director’s roles, duties and responsibilities are as follows:
- The board of directors must arrange a general shareholder’s meeting within four months from the end of the company’s accounting cycle.
- The board of directors must arrange a meeting of the company’s board of directors at least every three months.
- Arranges a credible accounting system, financial statement reports and financial audits for the company. The board of directors must arrange credible systems for accounting, financial reports and auditing, including efficient and effective systems for internal control, internal auditing and risk management.
- The board of directors must arrange the company’s balance sheets and profit-loss statements at the end of the company’s accounting cycle, which must be audited by an auditor and presented to the meeting of shareholders for consideration and approval.
The board of directors must set the company’s goals, guidelines, policies, business plans and budgets along with monitoring and supervision, so the administration and management of executives concurs with work planning policies and setting budgets with efficiency and effectiveness.
Furthermore, the scope of the board of directors’ duties includes direction for the company to comply with laws on securities and securities exchanges, announcements of the Capital Market Supervisory Board, specifications of the Stock Exchange of Thailand such as engaging in connected transactions, acquisitions or sales of significant properties, or laws associated with the company’s businesses.
- The board of directors must consider reviews, audits and approvals of plans by the executives for business expansion, large investment projects, including participation in investments with other business operators proposed by the executives.
- The board of directors must continually monitor performance for concurrence with plans and budgets.
- The board of directors must consider designating executive structures with authority to appoint the Executive Board of Directors, Managing Directors and other sub-committees as deemed fitting, such as the Audit Committee, the Recruitment Committee, the Remuneration Committee, etc., including the setting of the scopes of authority and duties of the Executive Board of Directors, Managing Directors and various appointed sub-committees.
- The board of directors may authorize a director, several directors, or any other persons to perform any actions on behalf of the board of directors under the control of the board of directors, or the board of directors may authorize the aforementioned persons to have authority as deemed necessary by the board of directors within the period of time the board of directors deems fitting. The board of directors may cancel, withdraw, change or revise authorizations as deemed necessary. The power to authorized must not be in a manner that would enable the aforementioned individual to consider or approve transactions or persons with potential conflicts of interest, stakeholders or any other types of conflicts of interest occurring with the company or its subsidiaries (if any), unless the approval involves normal business transactions in line with general trade conditions or compliance with policy QTC ENERGY PUBLIC COMPANY LIMITED Annual Report 2016 69 and criteria already considered and approved by the board of directors under the criteria, terms and methods set forth regarding related transactions and acquisitions or discharges of listed company main assets pursuant to SEC and/or SET notifications and/or any other notifications by related agencies.
- The board has prepared corporate governance policy in writing with performance evaluation and policy review at least once a year, promoting the preparation of written code of conduct so all directors, executives and employees understand the ethical code by which the company conducts its business, monitors compliance with the aforementioned ethical codes, and sets up risk management policy with evaluation of risk management effectiveness at least once a year.
Development of Directors and Executives
Orientation for New DirectorsThe company’s board of directors has scheduled orientation for every new director in order to build knowledge and understanding about the business, including the performance of various company tasks. In order to prepare directors for the performance of their respective duties, the company has policy for promoting the building of new knowledge for every director in learning about good governance, industrial conditions, technology businesses and new innovations in order to enable directors to efficiently take over their respective duties as soon as possible. The Corporate Secretary will coordinate various issues as follows:
In 2016, the company provided orientation for four new directors, namely, Mr. Krirk-krai Jirapaet, Dr. Kamol Takabut, Mrs. Wasara Chotithammarat and Mr. Ruangchai Kritsnakriengkrai. The secretary prepared various information that the aforementioned directors needed to be aware of and to follow various regulations and rules in addition to asset purchase-sales and business ethics.Learning DevelopmentThe company’s board of directors has policy for supporting and facilitating training to impart knowledge about the company’s governance system, which included directors, auditing directors and recruitment directors in the setting of remuneration and corporate governance, and directors for risk management and the corporate secretary in order to improve practice on a continual basis as arranged by the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission and courses sponsored by the Thai Instiitute of Directors Association (IOD). In 2015, the company director who participated in the training and seminars was Mr. Poonphiphat Tantanasin trained CG Forum 2/2016 the course. In addition, the company has made arrangements for documents and information for the benefit of new directors in performing their respective duties as well as a manual on business characteristics and guidelines for conducing the company’s business operations for new directors. The aforementioned was given to the Recruitment, Remuneration and Corporate Governance Committee with follow-up on succession plans for managing directors, deputy managing directors and executives. Hence, the executives who have been assigned the role of succession will be developed according to Individual Development Plans in order to prepare them for future succession.
- Things to Know: Business infrastructure, director infrastructure, scope of duty, laws directors need to know.
- General Business Knowledge: Guidelines for practice in line with various policies and visiting the production process.
- Make arrangements for collaborative meetings with the entire board of directors, so in-depth questions can be asked about the business operations.
Making Succession PlansIn order to assure that the company has knowledgeable directors with sufficient ability to perform their respective duties, the company’s board of directors has made capacity building plans for high ranking executives by appointing the Remuneration and Good Governance Committee with the task of making plans for succession in the positions of managing director, deputy managing director and department manager based on consideration of knowledge, ability and experience required for each position for the selection of executives possessing set qualifications with ability to succeed to each position. Furthermore, the Human Resources Management Department has been assigned the task of monitoring training and the development of knowledge and ability for persons succeeding to the positions of managing director, deputy managing director and department manager.
Report of Interest of Directors and shareholding reportOur company assigns the committees and Board of Directors to report their own interests and those of related persons when they commence to hold the position or when there is any changing of information. In addition, they have to revise all information annually according to rules and methods of report on interests of company’s committees and executives defined by Board of Directors. In 2016, the company stipulated that directors, executive directors and executives send reports on stake holdings on 10 November 2016.