In recognizing the importance on the rights of every shareholders; regardless of major shareholders, minor shareholders, institutional investors, or alienated shareholders, the best practices have been defined below to ensure that the shareholders shall be protected for their basic legitimate rights, such as equitable right on share of profits/dividends, right to buy-sell-transfer shares, right on benefits of share repurchase, right to obtain clear, accurate, adequate corporate information, and vote on significant issue(s), and so on as follows:
Before the Meeting of Shareholders
- The Board of Directors shall ensure that the points or important agendas which affect the business directions or as prescribed by law are being considered and/or approved by the shareholders so that the stakeholders can participate in the important decisions of the Company.
- According to the law, shareholders shall be provided with prior notice of shareholders’ meeting and supporting documents. The information presented shall be accurate, complete, and sufficient for exercising the shareholder’s rights and considering the meeting agendas. Such documents consist of the details of the agendas, facts and reasons, the Board of Directors’ opinions for each agenda’s item, proxy forms on which shareholders are able to specify their votes, the names of independent directors whom the shareholders can appoint as their proxy, documents to be presented to clarify on the meeting date, and the Company’s regulations relating to the meeting, the procedures, and the voting.
- In the Annual General Meeting of Shareholders, the Company shall manage to mail the notice of shareholders’ meeting and supporting documents to the shareholders at least 21 days ahead of the meeting date and disseminate both Thai and English versions via corporate website at least 28 days prior to the meeting date.
The Day of the Meeting of Shareholders
- The Company shall manage to support and facilitate both shareholders and institutional investors with clearly sufficient information, i.e., date, time and venue. In case of physical meeting, the meeting venue should be convenient and easily access to the mass transit system. Regarding the registration, the shareholders and institutional investors shall be allowed to register for the meeting at least one hour in advance and the registration counters should be sufficient. Barcode Technology shall be applied to facilitate the quick vote counting and exact result process. In case of electronic meeting, the system should be reliable and meet the standards in compliance with Standards for Maintaining Security of Meetings via Electronic Means B.E. 2563 (2020) of Ministry of Digital Economy and Society, Emergency Decree on Electronic Meetings B.E. 2563 (2020), and related regulations. In case of hybrid meeting, the aforementioned procedures should be applied.
- The Board of Directors should prohibit any actions which hinder shareholders to attend the meeting or place an undue burden on the shareholders. In this regard, there is no regulation that requires shareholders or proxy to present the identification documents exceeding the applicable regulatory requirements.
- Prior to the meeting, the Chairman shall inform the number and the proportion of self-attending shareholders and proxy holders as well as explain a meeting procedure, voting, and vote counting as specified in the Company’s regulations. The Company shall clearly separate vote for each agenda and committee voting shall be voted individually. Moreover, the Company shall ask non-stakeholders or representatives of shareholders to witness the counting of vote in order to protect the shareholders’ right.
- The Chairman shall ensure that the meeting of shareholders is abided by the law, related rules, and the Company’s regulations by allocating the meeting time sufficiently, and conducting the meeting appropriately and transparently. During the meeting, the shareholders shall be offered an opportunity to thoroughly express their opinions and raise their queries prior to voting and deciding resolution. All directors and executives in charge of core business shall attend the meeting so that the shareholders can raise any relevant questions to them.
- The Company promotes the use of ballot papers on significant agenda(s) such as related party transaction, acquisition or disposal of corporate assets, collecting ballot papers in the meeting room and calculate the scores altogether with the scores taken in advance from proxy forms. Then, the resolution of each agenda shall be announced to the meeting with the results on agreement(s), disagreement(s), abstention(s), and voided ballot(s). Also, the resolutions shall be reported in the minutes of the meeting.
After the Meeting of Shareholders
- The shareholders’ resolutions and voting results categorized by each agenda’s item shall be disclosed to the Stock Exchange of Thailand (“SET”) and on the Company’s website no later than the next day after the meeting.
- The Company shall submit the minutes of the meeting to The Stock Exchange of Thailand (SET) and The Securities and Exchange Commission (SEC) within 14 days after the meeting date and disseminate via the Company’s website. The minutes of the shareholders’ meeting shall be complete and accurate with the information including names of participating directors and executives and the proportion of participating and non-participating directors, clarification on the voting process and vote counting, resolutions, voting results in each agenda, questions and answers raised in the meeting, and name of the persons asking and answering.