Rights of Shareholders
The company shall protect the rights of shareholders, to ensure that shareholders, owners of the company, receive equitable treatment as per good corporate governance principles.
Directors, executives and employees shall respect the rights of shareholders and treat the shareholders equally by encouraging shareholders to exercise both basic rights and any other rights as appropriate, as follows:
- Shareholders have equal rights to receive information concerning the company financial position and performance. The shareholders may request to inspect documents relating to shareholders' meetings.
- Shareholders have the right to an equal distribution of the company's profit in form of dividend.
- Shareholders have an equal right to participate in the shareholders' meetings. The Company shall inform the shareholders relevant regulations, criteria, and procedures governing the meetings, as well as voting rights, and process for voting, and expressing of an opinion.
- The Company shall hold once a year a General Meeting of Shareholders, called the "Annual General Meeting". Other shareholders' meetings shall be held when it is deemed necessary; such meetings shall be called "Extraordinary General Meetings".
- Prior to the shareholders' meeting date, the company shall provide, both Thai and English version of the general meeting's notice of the meeting, agenda items, and opinion of the Board of Directors of the company to the shareholders to the Stock Exchange of Thailand within the period specified by law, and to publicize such notice of the general meeting on the company's website at least 28 days prior to the shareholders' meeting day unless there is an exceptional necessity. In this regard, the company shall assign Thailand Securities Depository Co., Ltd., (TSD) (securities registrar) as the company's registrar, to deliver relevant documents and disclosure, to the shareholders.
- In every shareholders' meeting, the shareholders shall have the following rights:
- The right to nominate directors: minority shareholders (holding an aggregate not less than 5 percent of all issued shares of the company) have the right to propose to the Nomination and Remuneration Committee any person to be a director, with qualification and letter of consent of the nominee provided. In this regard, the Board of Directors shall have such criteria announced to shareholders in advance.
- All shareholders are entitled to attend every meeting and vote on each agenda item, except for those who are considered having an interest in each particular agenda where the provisions of the law prohibited the voting in such agenda.
- The company shall publicly disclose adequate information of its business to the shareholders for them to be able to make decision. Such information shall be made in accordance with the requirements of the relevant laws and guidelines prescribed by the Stock Exchange of Thailand and the Security and Exchange Commission.
- The right to appoint and remove directors as specified by law.
- The right to appoint auditors.
- The right to appoint representatives as their proxy to attend and vote at the meetings by appointing such persons in writing in accordance with the proxy form specified by law.
- The right to request information of their own shares from the company or from Thailand Securities Depository Co., Ltd. (TSD) as at the record date,
The Company has a policy that all the directors shall attend the shareholders' meeting except for the case of exceptional circumstance. The company secretary shall be responsible for arranging shareholders' meetings to be orderly, transparent and efficient, also facilitating shareholders to exercise their rights, as follows:
Date, Time and Venue of the Meeting
To set a date, time and venue for the meeting, the company shall consider arranging meetings at a suitable time i.e. not holding the meeting during the public holiday or a continuous holiday; the venue of the meeting shall be in Bangkok where the head office of the company is located, or hold meetings in nearby provinces in order to equally facilitate shareholders to attend the meetings. The meeting's venue should have capacity to accommodate all shareholders with suitable atmosphere and reasonably adequate facilities, i.e. sound system, microphone and stationery, etc.
- The company shall arrange for resolutions based on voting of each agenda item or of each sub-agenda item i.e. appointment of the Company Director.
- The company shall utilise technology in proceeding with the shareholders' meetings, including attendee registration and registration record, printing ballots and processing voting results in order to support prompt, correct and accurate meeting processes and its voting results.
- The chairman of the meeting or any person assigned by the chairman shall report of voting results from proxies received prior to the meeting date together with the voting results collected in the meetings to the shareholders' meeting for acknowledgement.
- The company shall appoint an independent party/inspector to observe the vote counting and/or to validate the voting results at the annual general meeting or extraordinary general meeting. The independent party/inspector shall be announced at the meeting and recorded in the minutes of the shareholders' meeting.
Agenda of the Meeting
- The company should arrange to have agenda items with background/explanation for each agenda or each requested resolution in the notice to the annual general meeting and/or extraordinary general meeting, or in the supporting documents attached to each agenda. The company shall refrain from any action which may cause limitation to access the company's information of the shareholders.
- The company should arrange to have criteria for minority shareholders (holding in aggregate at least 5 percent of all issued shares of the company) the rights to propose agenda, prior to the meeting, in order to ensure fairness and transparency for the company to consider whether to include additional agenda items proposed by minority shareholders or not. The Board of Directors shall arrange to have the process to ensure that such criteria will be disclosed to shareholders in advance.
- The Company should allow shareholders to submit any queries to the company prior to the meeting date. The company should publish the criteria for submitting the queries on the company's website and provide these criteria in the notice of the shareholders' meeting.
- Minutes of the Shareholders’ Meeting
- After each shareholders' meeting, the company should have the resolution passed by the meeting, having list of number of shareholders who attend the meeting in person and by proxy, compared to total number of total issued shares.
- Minutes of the meeting shall be prepared within 14 days after the shareholders' meeting. The minutes of shareholders' meetings should consist of list of the board members who present or absent, record of explanation of the voting and vote counting procedures prior to the meeting commenced; as well as questions and answers session, which should include discussion and opinions expressing by the shareholders, and voting results of each agenda item. The voting results should show the vote counting as approve, disapprove, and abstain. The shareholders should be able to access the details of the minutes of the shareholders' meeting and download it from the company's website.
- The company shall make publicly available the voting results of the general meeting and/or extraordinary general meeting of shareholders on the next working day as required by law.