Rights of Shareholders
The Company places importance on shareholders as business owners and protects the rights of shareholders and ensure that they are treated equally in accordance with the corporate governance code of the regulatory agencies.
Directors, executives and employees of the Company must respect the rights of shareholders and give importance to equal treatment towards them by encouraging shareholders to exercise their rights in various matters, both basic and necessary rights. Shareholders shall be entitled to the following rights:
- Shareholders have equal rights to receive information regarding the status and turnover of the Company. Shareholders can request to see documents and inspect documents related to shareholder’s meetings.
- Shareholders have the right to receive an equal share of profits in the form of dividends.
- Shareholders have equal rights to attend meetings. The Company will inform shareholders about meeting rules, voting rights according to each type of stock, voting process, and expressing opinions.
- The Company will hold an annual shareholder meeting called an “ordinary meeting”. Other shareholder’s meetings will be held when necessary as the case may be. This type of meeting is called an “extraordinary meeting”.
- Before holding a shareholder’s meeting, the Company will send a meeting invitation with agenda prior to the date of the ordinary shareholder meeting in both Thai and English, as well as the agenda and opinions of the Board of Directors to the Stock Exchange according to the period specified by law. The Company will ensure that such information is published on the Company’s website at least 28 days before the date of the shareholder’s meeting, except in the case of reasonable necessity. The Thailand Securities Depository Co., Ltd. (Securities Registrar) is assigned to act as the Company’s registrar in delivering documents, as well as various information to the Company’s shareholders.
- At the shareholder’s meeting, the Company determines the rights of shareholders in various matters as follows:
- The rights of shareholders to nominate individuals to serve as directors. Minority shareholders (who collectively hold shares of not less than 5 percent of the Company’s total voting rights) can nominate individuals to serve as directors through the Nomination and Remuneration Committee, along with their qualifications and consents for the consideration. The Board of Directors will ensure that such criteria are disclosed to shareholders in advance.
- Every shareholder has the right to attend and vote in every meeting on every agenda, except for the one in which he or she has an interest and is prohibited by law to vote on such agenda.
- The Company will arrange for the information dissemination related to the business to shareholders sufficient to make decisions at each meeting, which has been prepared in accordance with relevant laws and guidelines determined by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, Thailand.
- The right to appoint and dismiss individual directors as specified by law.
- The right to appoint auditors
- Any shareholder can appoint another person as his or her proxy to attend meetings and vote on his/her behalf by granting the power of attorney as specified by law.
- Shareholders can check their shareholding information on the book closing date at the Company or the Thailand Securities Depository Co., Ltd.
- The Company has a policy that all directors are required to attend every shareholder’s meeting, except in the case of reasonable necessity. The Company secretary is assigned to be responsible for carrying out the shareholder’s meeting in an orderly, transparent, and efficient manner, as well as facilitating shareholders in every meeting, including enabling them to exercise their rights.
Date, time and venue of the meeting
In organizing each meeting, the date, time and venue of the meeting should be considered to decide an appropriate timing, such as not holding a meeting during public holidays or long holidays. and using the meeting venue in Bangkok or Samut Sakhon where the Company’s headquarter is located, or in nearby provinces. This is to ensure that shareholders are able to participate equally. The meeting venue must be of sufficient size to accommodate shareholders, as well as suitable facilities, atmosphere and equipment such as sound equipment, microphones, and stationary equipment, etc.
Voting
The Company arranges for voting on each agenda or on each agenda item in cases where there are many items on the agenda, such as the agenda to appoint directors.
- Preparation of minutes of shareholder’s meetings. The Company will prepare minutes after every meeting, consisting of the number of shareholders who attended the meeting in person and those granting a proxy to other persons to attend the meeting, including both the number of persons and the number and proportion of shares, in comparison with the total number of shares sold.
- The minutes shall be completed within 14 days from the date of the shareholder’s meeting. It shall contain the names of directors who attended the meeting and those who were absent, record explaining voting procedures and how the results will be displayed to the attendees before holding the meeting, as well as opening opportunities for shareholders to raise issues or inquire. In addition, it shall record questions and answers, details of considerations, discussions, and opinions of shareholders, and the voting results with the number of shareholders who voted for, voted against, and abstain from voting each agenda. Shareholders can read and download the details of the minutes of the shareholder’s meeting from the Company’s website.
- The Company will disclose to the public the voting results of each agenda of the ordinary and/or extraordinary general meeting of shareholders on the next business day in accordance with the criteria specified by law.