1. Rights of Shareholders

In recognizing the importance on the rights of every shareholders; regardless of major shareholders, retail 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 :

  1. According to the law, shareholders shall be provided with prior notice of shareholders’ meeting. The said notice shall contain necessary information about the meeting agenda(s), all supporting documents including facts, reasons, and the Board of Directors’ opinions for each agenda’s item, proxy forms as well as the names of independent directors whom the shareholders can appoint as their proxy. The notice shall contain lists of required documents that must be presented by the shareholders on the meeting date for the purpose of keeping their right to participate in the meeting. Also, the Company’s Articles of Association relating to rights, criteria and procedures of the meeting and voting must be specified in the notice, which the Company shall manage to mail to the shareholders at least 21 days ahead of the meeting date and disseminate both Thai and English versions via corporate website at least 30 days prior to the meeting date.
  2. The Company shall manage to support and facilitate both shareholders and institutional investors with sufficient information, i.e. date, time and venue together with clearly identified map for the 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 separately arranged for individual shareholders and institutional investors in a sufficient manner. Barcode Technology shall be applied to facilitate the quick vote counting and exact result process. Besides, stamp duty shall be provided for proxy form.
  3. Prior to commencement of the shareholders’ meeting, the Chairman shall explain to the meeting about voting and vote counting criteria and procedures as clearly specified in the Company’s Articles of Association. The Company shall also clearly separate vote for each agenda and ask for non-stakeholders or representatives of shareholders to witness the counting of vote in order to protect the shareholders’ right.
  4. The Chairman shall allocate the meeting time sufficiently, and conduct 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.
  5. The shareholders attending after commencement of the meeting were allowed to vote for agenda items that are still under consideration and do not reach the resolution.
  6. The Company promotes the use of ballot papers on significant agenda(s) such as related party transaction, acquisition or disposal of corporate assets, etc. Also, such ballot papers shall be classified for encouraging the shareholders to cast their votes as deemed appropriate. The scores on ballot papers (which will be collected in the meeting room) and on proxy forms shall be calculated altogether. Then, total scores shall be finally declared to the meeting.
  7. The shareholders’ resolutions and voting results categorized by each agenda’s item shall be notified to the Stock Exchange of Thailand (“SET”) and disseminated via the Company’s website no later than the next day after the meeting. The minutes of shareholders’ meeting shall be taken accurately and completely by including names of participating and non-participating directors, clarification on the voting process and vote counting criteria, questions and answers raised in the meeting, and voting results for each agenda’s item. Such minutes shall be submitted to the Stock Exchange of Thailand (“SET”) and the Securities and Exchange Commission (“SEC”) within 14 days after the meeting date as well as allowed the shareholders to view it thoroughly via corporate website.
  8. Necessary news and detailed information shall be regularly disseminated to the shareholders via corporate website as well as via communication channel(s) of the Stock Exchange of Thailand (“SET”) and the Securities and Exchange Commission (“SEC”). The Company shall ensure that all shareholders have equitable rights to access such news and information and shall not perform any act that limits the shareholders’ right in whole or in part to receive such news and information or obstructs the communication between the shareholders.
  9. Communication channel(s) for direct inquiry about directors’ activities, corporate governance, and auditing issue(s) via emails of independent directors shall be provided for retail shareholders. Furthermore, retail shareholders are able to send their inquiry directly to Company Secretary for asking necessary information.
  10. Shareholding structure of subsidiaries and associated companies (if any) shall be disclosed to all shareholders in order to ensure transparent and verifiable structure of corporate operation.
  11. Corporate operation shall be performed with efficiency in order to produce sustainable growth, thus enabling the shareholders to gain appropriate returns.