Corporate Governance Policy

Qualitech Public Company Limited is aware of the importance of compliance with the principle of good corporate governance in the operation of its business. Thus, the Board of Directors has implemented its policy for the Directors of the Company to comply with the principles and best practices in line with the Code of Best Practices for Directors of a Listed Company in accordance with the guidelines of the Stock Exchange of Thailand. In this regard, practicality is taken into account during the formulation of any relevant provision.

The Company has implemented Good Corporate Governance in developing guidelines for policies as regards the rights and equality of the shareholders and stakeholders, structures, roles and duties, responsibility and independence of directors, disclosure of information and transparency, risk control and management, as well as business ethics to enable the Company to manage and operate business efficiently and transparently.The Company reviewed practice to assure it was in accordance with the Corporate Governance Code for Listed Companies 2017 (CG Code) regulated by the Securities and Exchange Commission and the Stock Exchange of Thailand. The Company’s Board of Directors considered adapting the principles of CG Code in the business context of the Company for appropriateness and practicality. The principles cover six categories:

Chapter 1 Shareholders’ Rights

The Company is aware of and places as high priority Shareholders’ rights by not acting in any way to violate or deprive them of such rights and by supporting the Shareholders in exercising them. The basic rights of the Shareholders consist of purchasing, selling or transferring of share, receiving profits from the Company, receiving sufficient information and data of the Company, participating in meetings, including voting in the Shareholders’ Meeting to remove a Director, appointing an auditor, and participating in any matter that affects the Company, such as the allocation of dividends, formulation or amendment of articles of association and memorandum of association, capital reduction or capitalization, and the approval of any special programs. In this regard, the Company performs the following actions to promote and facilitate the exercising of the Shareholders’ rights:

• The Company stipulates that an arrange Annual General Meeting be held once a year within no more than 4 months after the end dates of the Company’s accounting year so that Shareholders can participate in monitoring and inspecting the operation report of the Company in the previous year.

• The Company prepares complete meeting documents for the voting support of Shareholders by revealing information to Shareholders in advance through the information reporting system of the Stock Exchange of Thailand and on the Company’s website.

• The Company assigns the Thailand Securities Deposit Company Limited which is the security registrar of the Company, to deliver an invitation letter to the meeting with details attached relating to the agenda items at least 14 days before the meeting date, in addition to publicizing the invitation letter to the Shareholder’s Meeting with details on the Company’s website before sending out the invitation letter and advertising in the newspaper for 3 consecutive days to make shareholders aware.

• The Company facilitates shareholders who desire to receive a copy of the annual report (Form 56-1 One Report) through contact via channels such as email, telephone, fax and return envelopes that the Company sends out by post immediately upon request This is in addition to copies being prepared for the Shareholders in attendance at the meeting.

• The Company must not add any additional agenda items without prior notice to the Shareholders or deprive them of the right to express their opinions and questions before making such decisions.

• During each Shareholders’ Meeting, the Chairman of the meeting shall inform the attendees
the relevant rules concerning the procedure of the meeting, including those related to the
voting and allocation of sufficient time for the meeting.

• The Directors of the Company have to attend the Sshareholder’s Meeting, answer the questions clearly and directly. In addition, the Accounting and Finance Division Manager jointly answers questions related to financial statements.

• Shareholders are allowed to submit questions or suggestions prior to the meeting as well as to express their opinions and file questions prior to the meeting. The relevant Directors and executives shall attend the Shareholders’ Meeting to answer the questions before the meeting.

• Where a Shareholder cannot attend the meeting, the Company allows the Shareholder to authorize an independent director or any person to attend the meeting as a proxy.

• The Company will record any important issues or opinions in the report of the meeting as reference for the Shareholders.

Chapter 2 Equal Treatment of Shareholders

The Company shall treat each Shareholder, whether he/she is an executive, non-executive, foreign or minority Shareholder, equally and fairly. The principles of such treatment are as follows:

• The Company entitles the Shareholders of the Company to trade the securities they are holding freely.

• The Company entitles Shareholders to accept the share certificate and right of transfer.

• The Company provides the Shareholders the right to vote equally.

• The Company entitles Shareholders to receive sufficient and punctual information in forms
suitable for decision-making.

• The Company provides the opportunity to minor Shareholders to nominate a person to a position on a committee in advance and at an appropriate time.

• The Company entitles Shareholders to appoint and demote the committee.

• The Company entitles Shareholders to agree with the auditor appointment and audit fee specifications.

• The Company entitles Shareholders to receive profit share from the Company in the form of dividends.

• The Company has attached the proxy form (Form B.) with the Invitation to the Annual General Meeting of Shareholders, which is intended for Shareholders unable to attend to follow the voting directions, by giving the right to attend and vote to independent directors or another individual.

• The Company provides the Shareholders with the right to propose agenda items for the meeting and candidates for the director election prior to the Annual General Meeting of Shareholders.

• The Board of Directors shall not include any additional agenda items for the meeting, without advance notice to the Shareholders, particularly those important agenda items that require time for the Shareholders to study the information before making a decision.

• The Company does not permit the use of the Company’s data. Any agency holding the Company’s data is forbidden from disclosing such data to any unrelated agency or person. Disclosure or use of the data by the staff or executives for the benefit of their own or of other related persons is considered as a serious wrongdoing and shall be subject to disciplinary punishment. In addition, the Company has a policy and method to scrutinize Directors and Executives who use the data which is not yet disclosed to the public for their own benefit in buying or selling securities as stipulated in the topic: Supervision on the Use of Internal Data.

• Directors and Executives of the Company who are Shareholders shall disclose data relating to their own interests for each agenda item so that the Shareholders’ Meeting will be able to consider any transactions in which a conflict of interest may arise and to decide for the benefit of the Company as a whole. The Directors and Executives who have such personal interests shall not be permitted to vote on the relevant agenda item at the meeting. The Company will compile the agenda item information and publish it on the Company’s website at www.qualitechplc.com (click investors relations > shareholder information > shareholders’ meeting invitation letter) 30 days prior to the meeting so that Shareholders have sufficient time to study the information well in advance.

Chapter 3 The Role of Stakeholders

The Company places importance on the rights of every group of stakeholders and has a policy to treat each important group as follows:

Shareholders:

The Company is committed to operating its business to the best of its ability by using knowledge and management skills and by upholding the values of honesty and fairness for the benefit of all Shareholders as a whole, as well as by regularly disclosing complete and accurate data.

Staff:

The Company provides fair remunerations to the staffs who are the crucial factor behind the Company’s success. Thus, the Company emphasizes fair treatment both in terms of career opportunity and compensation by using the Key Performance Index (KPI) as a measurement, maintains a working environment that is safe for life and property, places importance on the capacity building of the staff thoroughly and on a regular basis, strictly complies with laws and regulations relating to the staff, including omitting any act that is unfair and that may affect the employment security of the staff, as well as treating members of staff politely and respecting their human dignity.

Customers:

The Company is committed to delivering products and services with quality, meeting standards, and at reasonable price to ensure client confidence strictly and regularly, to continuously seek out business opportunities to benefit clients and to strictly honor the conditions agreed with the clients.

Traders and Creditors:

The Company shall not commit any fraud in dealing with traders or creditors and is committed to strictly complying with the conditions agreed with the creditors, whether they are related to the purpose of payment, reimbursement, securities, guarantees, business negotiations and other matters that it has agreed with the creditors for their common interests.

Competitors:

The Company shall comply with the rules of fair competition, shall not illegally and inappropriately seek data in the form of competitors’ trade secrets and shall not defame its trade competitors by maliciously making any false claims.

Public Society:

The Company will not take any actions that cause damage to society and will foster social responsibility among employees at every level continually and seriously along with practices or controls against any serious action according to the law and regulations issued by governance institutes including seeking opportunities to support creative activities within the community.

Environment:

The Company will not take any actions negatively impacting natural resources and the environment and supports employees at every level to recognize the importance of utilizing resources effectively with all employees and the relevant parties being able to participate in environmental stewardship.

Complaints or comments can be made to the Company through the following channels:

– Website : http://www.qualitechplc.com
– E-mail : info@qualitechplc.com
– Tel : (+66) 3869-1408-10 Fax:(+66) 3869-2028
– Mail to : 
                    1. Ms. Pattawan Chaipim, Human Resource Division Manager
                    2. Ms. Wimol Saephung, Audit Committee Secretary
                        Qualitech Plc. 21/3 Banplong Road, Maptaphut, Muang, Rayong 21150

The Company follows up/evaluates after receiving the complaints and notifies the relevant party as soon as possible. Employees can complain or make suggestions to the Operation Committee via the internal email of the Company.

Chapter 4 Disclosure of Data and Transparency

The Company places importance on the disclosure of accurate, complete, and transparent data in a timely manner which meets the standards in accordance with the criteria provided by the Stock Exchange of Thailand, such as the annual report (Form 56-1 One Report), together with financial reports and general data, as well as other important data that may affect value of securities or procedures of decision making by the Company’s investors and stakeholders. This is to ensure that those related to the Company receive data fairly and equally. In this regard, the Company has publicized the data through the Stock Exchange of Thailand and the website: www.qualitechplc.com.

The Board of Directors is aware of its responsibility to financial reporting that is accurate, complete, true, and reasonable. The Company’s budget is determined in accordance with certified accounting standards, with a suitable accounting policy. The record of accounting data must be accurate, complete, and sufficient in order to help keep an up-to-date record of the assets and to acknowledge any weak points which will then prevent material fraud or irregularities. The Company always adheres to this practice, including sufficiently disclosing important data as appears in the remarks of the budget. Furthermore, the Board of Directors also appoints the audit committee to examine the financial report, check against the list and inspect the internal audit system. In this regard, the audit committee will report on the results of the examinations to the Board of Directors at every Board meeting. At all events, the report of the Board of Directors, the Audit Committee, and the Auditors, along with the Directors’ name list, duties and responsibilities, and tenure are disclosed in the annual report (Form 56-1 One Report).

As regards investor relations, the Company is yet to establish a unit responsible for investor relations; however, it has entrusted Managing Director and Accounting and Finance Department Manager to contact Shareholders, analysts, and other relevant individuals.

Chapter 5 Responsibilities of the Board of Directors

(1) Structure of the Board of Directors

The Board of Directors consists of Directors who are knowledgeable, competent and have experiences in business benefiting the Company and without any record of failure to abide by The Securities and Exchange Commission regulations. The Board of Directors is appointed by the Shareholders’ Meeting comprising no less than 7 Directors, The Audit Committee must have at least three members from the entire Board of Directors, whereas the number on the Auditing Committee must be at least one-third of the Board with at least one with sufficient knowledge in accounting to review the reliability of the financial statement. The Company requires that at least 1 out of 3 of all the Directors, with no less than 3 in total, be independent directors In addition, at least half of the total number of directors must reside in Thailand’s Kingdom, acting on behalf of minority Shareholders in examining and keeping the balance of the business management of the Company to ensure soundness, fairness and maximum benefit for the Shareholders.

(2) Subcommittees

The Board of Directors has appointed a sub-committee to assist in corporate governance, namely:

The Executive Committee comprising no less than 3 persons, responsible for facilitating management, with the terms of reference mandated by the Board of Directors

Audit Committee should consist of at least 3 people responsible for auditing financial reports, related items and internal control system and assist in supervising the operations of the company which covers the scope of authority as assigned by the Board of Directors. All members are qualified according to the Securities and Exchange Act or the rules, announcements, regulations or rules of the Office of the Securities and Exchange Commission of Thailand.

Nomination and Remuneration Committee should consist of at least 3 members, half of whom must be independent directors. The Chairman of the Nomination and Remuneration Committee must be an independent director only and should be responsible for the nomination and consideration of the remuneration of the Company’s directors and sub-committees.

Risk Management Committee consists of the company’s directors, and at least 3 executive directors and at least 1 person who must be an independent director covering the scope of authority as assigned by the Board of Directors in accordance with and in accordance with the risk management guidelines of the Stock Exchange of Thailand and the Association of Internal Auditors of Thailand.

At the present, Qualitech Public Company Limited has not appointed a corporate governance committee as a sub-committee, but this in turn is the duty of the Board of Directors to supervise the work in accordance with the best practices of listed companies to cover the requirements of each category by assigning the management department to strictly follow the company’s corporate governance policy.

However, in the future, the company may recruit other sub-committees to work as assigned to relieve the management burden of the Board of Directors.

(3) Roles, Duties, and Responsibilities of Directors

The Board of Directors is responsible for setting the policy, vision, strategy, aim, mission, business plan and budget of the Company. It also supervises management to be in line with the policy, efficiently and effectively as by law, the objectives, and the articles of association of the Company as well as the decisions of the Shareholders’ Meeting. The Board of Directors has designated the guidelines for the following matters:

Policy for Corporate Governance

The Board of Directors has had its policy for corporate governance put in writing. The policy shall regularly undergo any needed revision and implementation at least once a year.

Practices regarding No Piracy

The Company operates by not infringing the intellectual property or copyright of other persons or parties by specifying and disseminating the following guidelines:

Work from operations belongs to the intellectual property of the Company.

• Employees shall use only computer software authorized by the Company to prevent any intellectual property violations.

• Work or data that belongs to an external party to be used by the Company shall be inspected to ensure that it is not in violation of the intellectual property of any other party.

• Employees shall not bring or take part in or perceive matters contrary to law that are deemed intellectual property infringement as stipulated in the Copyright Act B.E. 2537 or other relevant laws to be used in the course of business of the Company.

Business ethics

The Company provides codes of conduct relating to business ethics for the Board of Directors, Audit Committee and practitioners in each unit. The principal issues relate to company confidentiality, acting in good faith and in accordance with the law, respecting each other’s rights and looking after the resources both within the Company and the external environment. The emphasis on business ethics will contribute to working in good faith. It will also help internal supervision be more efficient, further raise credibility in the capital market and build confidence for investors.

Policy relating to conflict of interests

The Company has set policy relating to the conflict of interests on the basis that every member of staff shall perform their duty for the maximum benefit of the Company only. Any act or decision shall be without influence of personal desire whether coming from family or relatives or other individuals known on a personal level. The policy covers 2 issues:

Related transactions: The Company carefully considers the suitability of every related transaction before taking action, including the price determination and conditions of the related transaction, as if it was dealing on an arm’s length basis. The Audit Committee considers the necessity and reasonableness of the transaction. When the Company or affiliated companies conclude the related transaction and if the transaction in question is stipulated in the “Notification of the Security and Exchange Commission of Thailand Re: Disclosure of Information and Other Acts Listed Companies Concerning the Connected transactions 2003”. The Company shall comply with the criteria, conditions, and methods of that Notification, including disclosure of the transaction in the annual report and the annual data form for the transaction (form 56-1 One Report). This results in the greater transparency in concluding related transactions and eliminating any problems arising out of the conflict of interests and other situations that result in a conflict of interests.

Other Situations Resulting in a Conflict of Interests

1. In general investment, the Company does not permit personnel who are Shareholders or derive benefit from competitor companies or traders having business with the Company to engage in decision making relating to business matters with such businesses except where the Board of Directors has approved otherwise.

2. In receiving gifts, personnel at every level should not receive gifts, travel tickets, sporting event tickets, recreation proposals, accommodation, or other personal proposals if such an act will lead to commitments for the Company or cause the Company to lose any benefit.

3. In doing academic work, public services, being speakers or taking up any position, personnel at every level of the Company can request approval from the Director of their chain of work to work at academic institutions, to perform public services, to be speakers, or to take any position, such as that of the Company’s Director, consultant, that will help expand the vision and gain further experience for the personnel. However, the personnel shall not engage the Company or use their position at the Company for such activities except were permitted to do so.

Internal Control and Risk Management

The company has set up an internal control system to give investor a degree of confidence that the company will operate efficiently and increase the credibility of the financial statements. The company has an internal audit department responsible for assessing risks and reviewing the internal control system every year, and appointed, Mrs. Wimon Sae-Fung, the company’s internal auditor serves as the secretary of the audit committee, and present the internal audit results to the audit committee at least every 3 months.

Board of Director’s emphasis has been placed on the risk management process for both internal and external risks that may affect the Company. The Risk Management Committee is responsible for reviewing the risk management policy and improving it to be efficient and effective enough to control risks.

(4) Board of Directors Meeting

The Board of Directors meets at least once every 3 months and additional special meetings may be held as necessary. A meeting invitation letter will be sent to the directors for consideration at least 7 days prior to the meeting date, unless it is urgent to protect the rights or benefits of the Company. Directors can request additional necessary information from the Company Secretary.

The Chairman of the Board of Directors and the Executive Chairman will jointly determine the meeting agenda by giving the opportunity for each director to propose an item to be included in the agenda of the meeting. In some agenda, senior executives may attend the meeting to provide additional information.

(5) Remuneration

The company has a policy to determine the remuneration of directors based on the Nomination and Remuneration Committee who is responsible for considering the remuneration of directors to be at a level that can motivate and retain knowledgeable and capable directors suitable as desired. Remuneration will be at a level comparable to that of the same industry and linked to the company’s performance. The Nomination and Remuneration Committee will present the information to the Board of Directors for their consideration before requesting approval of the directors’ remuneration at the shareholders’ meeting every year.

(6) Development of knowledge of company directors

The Board of Directors encourages and facilitates Company Directors, Executives and Company Secretary to attend training or seminars for courses that are beneficial to the performance of duties in order to continuously improve operation. The training and knowledge sharing may be done within the company or use the services of external institutions.
Every time there is a new director change, the company secretary will provide information and documents that are beneficial to the performance of duties of new directors including providing advice on business characteristics and business guidelines for new directors.

Chapter 6 Anti-Corruption Policy

Anti-Corruption Policy

The Company operates business by employing its competitive strategy fairly, transparently and by upholding the high quality of service and always working in strict adherence to the relevant laws under the business values of “Reliability, Safety, Agility, Customer Focus and Quality”. Therefore, the Company recognizes the importance and determination of every form of anti- corruption and the Company’s committee stipulates anti-corruption policy to declare the intentions of the Company so as to insist on a position against corruption and have a target for every employee in the organization along with the relevant parties to understand the anti-corruption principles under the same policy. The Company was certified by Thailand’s Private Sector Collective Action against Corruption (CAC) on 22 July 2016 and was certified to renew the certificate on November 4, 2019 In 2023, the company is renewing the certificate, which is expected to be completed by the first quarter of 2023.

Anti-corruption policy specifies that the committees, executives and employees of the Company, subsidiaries, and joint ventures along with other enterprises that have the power of regulation including individuals relevant to the business’s operation strictly abide by the policy. Nevertheless, the Board of Directors revises the anti-corruption policy every year, and this policy is disclosed to the public on the Company’s website at www.qualitechplc.com (Investor Relations > Anti-Corruption Policy)

Supervision of the Use of Internal Data

The Company has the policy and method of scrutinizing the Directors and Executives who use the data not yet disclosed to the public for their own benefit in buying or selling securities as follows:

1. Educating the Directors, including the Executives on their duty to report the holding of securities by themselves, their spouse and children under legal age, in accordance with Section 59 and the punishment provision, Section 275 of the Security and Exchange Act 2016 (issue5).

2. The Company required the manager, the next four management levels of personnel under the manager and equivalent personnel, as well as the accounting and finance department manager or above to comply with Section 275 of the Security and Exchange Act 2008 (issue4) so that the Company is able to scrutinise the buying and selling of all the Executives.

3. The Company shall circulate a written notification to the Executives stating that executives who are informed of important internal data which will influence change in the value of securities shall cease any buying or selling of the securities of the Company within 1 month prior to the disclosure of the budget or such information to the public. Furthermore, they shall not disclose such important data to other persons. Where it is found that personnel at the level of the Executive Committee use internal data in such a way that will cause damage to the Company or its Shareholders, the Board of Directors will consider measures for punishment as it deems appropriate. Where the individual who commits such an act is a less senior executive, the Executive Committee will consider the measures for punishment of such an individual.