QTC Energy Public Company Limited
The company has not yet established a special agency for investor relations because the activities in the aforementioned matter remain too numerous. Nevertheless, the company has stipulated that the Managing Director be responsible for contacting and disclosing information to the shareholders, analysts and related agencies, whereby the aforementioned data must be accurate, complete, honest and thorough.
Section 5 Responsibilities of the Board of Directors 1. Board of Directors’ Structure 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.
The board of directors comprises independent directors for more than one third of the number of directors on the entire board. At present, the company has a total of eight directors, three of whom are executive directors and five who are non-executive directors (including the chairman of the board), with three auditing directors. The aforementioned structure will create a check-and-balance system for the voting when issues are under consideration. In addition, the board of directors also appoints various sub-committees to help with corporate governance as follows: 1.1 Executive Board of Directors – the company has a total of six executive directors, who set corporate governance and strategies in line with the goals set by the board of directors and so the work is executed and flows smoothly. 1.2 Audit Committee – The company has a total of three audit directors who perform specific tasks and present issues to the board of directors for acknowledgment and consideration, whereby the auditing committee is entitled to rights as stipulated in the authority of the Audit Committee. At least one of the auditing directors must have sufficient accounting knowledge to perform audits on the credibility of the company’s financial statements. In addition, the company has policy for separating the title of chairman of the board, chief executive officer and managing director for different persons to prevent one person from having absolute power on any one particular matter. The board of directors is the party to designate the authority and duties of the aforementioned persons and select the persons taking the aforementioned offices. The board of directors has appointed a corporate secretary to hold duties and responsibilities under the Securities and Exchange Act according to the details in 9.2.4 2. Roles, Duties and Responsibilities of the Board of Directors The company requires that the directors comply with the Code of Best Practices according to the guidelines set forth by the SET. The board of directors must understand and be conscious of its duties and responsibilities and must act in compliance with the law, company objectives and regulations and shareholder’s resolutions with integrity by taking company and shareholder interests into consideration. The board is the party setting policies, goals, business plans as well as budgets and governance, so the management proceeds according to the set policy, plans and budgets with effectiveness and efficiency for optimum benefits in the interests of the company and its shareholders.
ANNUAL REPORT 2011
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