SECURE: 15.80 THB -0.40 / -2.47%

1.1 The Board of Directors will ensure that important matters, such as those related to law and those that could affect the business direction, are taken into consideration and/or approved by the shareholders. Such important matters will be added as agendas during the shareholders’ meetings.

1.2 The Board of Directors will support the shareholders’ involvements, such as:

  • Be given to the minority shareholders to be able to propose additional agendas in advance of the meeting date. The Board of Directors will consider including the matters proposed by the shareholders on the meeting agendas. In the event that the Board of Directors rejects the matter proposed by the shareholders to be included in the agenda, the Board of Directors will inform the reason for the rejection to the shareholders' meeting for acknowledgement.
  • Be given to the minority shareholders to propose candidates for the position of director. The Board of Directors discloses the criteria to shareholders in advance.

1.3 The Board of Directors will ensure that the meeting invitational letters provide accurate, complete, and sufficient information for shareholders to exercise their rights.

1.4 The Board of Directors will ensure that shareholders' meeting invitation letters and related documents will be sent and published on the Company's website at least 28 days before the meeting date.

1.5 The Board of Directors will provide opportunities for shareholders to submit questions in advance of the meeting date by prescribing criteria for submitting such questions and publishing such criteria on the Company's website as well.

1.6 The invitation to the shareholders' meeting and related documents will be prepared and published in Thai and English version with accuracy, completeness, and sufficiency for shareholders to exercise their rights.

  • Date, time, and place of the shareholders’ meeting
  • Meeting agendas, which will be specified into ‘to inform’ and ‘pending approval’ and separated into defined topics. For example, director-related agendas will be separated into an agenda of director election and an agenda of directors’ remuneration.
  • Objectives and explanations, as well as comments by the Board of Directors in each suggested agendas, which include:
    • a. Agendas related to dividend payment approval - dividend policy, dividend payment ratio including an explanation and additional information. In the case of omitted divided payments, an explanation and additional information will be provided as well.
    • b. Agendas related to directors nomination - details such as name, age, education and career history, numbers of registered companies, companies in which the individual holds a director position, criteria and methods of selection, proposed type of director. In the case of a returning former director, information about the previous year’s meeting and the date appointed as a director will also be detailed.
    • c. Agendas related to directors’ remuneration, policies, and regulations on defining remuneration of each director, and all types of remuneration including financial and other benefits.
    • d. Agendas related to auditors - auditor name, company affiliation, working experience, auditor independence, audit fee, and other fees.
  • Power of Attorney as defined by the Ministry of Commerce
  • Miscellaneous information included in the meeting such as the voting procedure, vote counting and results announcement, voting rights of each shareholder type, information on independent directors that the Company selected to be proxy from shareholders, documents that shareholders must present before the meeting, documents related to Power of Attorney, the layout of the meeting place, etc.

2.1 The Board of Directors will schedule a date, time, and place for the meeting, which will take shareholders’ convenience to attend the meeting into consideration. For example, an appropriate meeting duration which is sufficient for the discussion, a convenient meeting location for travelling, etc.

2.2 The Board of Directors will ensure that there will be no action that limits the opportunity to attend the meeting or cause excessive burden to shareholders, such as obligating shareholders or proxy to bring more documents or proofs of identity than as required in the guidelines of related regulatory agencies.

2.3 The Board of Directors shall support implementing technology in shareholders’ meetings, including shareholder registration, vote counting and results announcement, to ensure quick, correct, and accurate meeting procedures.

2.4 The Chairman of the Board of Directors will be the chairman of the shareholders’ meeting, responsible for ensuring that the meeting proceed in accordance with related laws, , and regulations of the Company, managing time for each meeting agenda as defined in the invitational letter appropriately, and allowing shareholders to make comments and inquiries related to the Company during the meeting.

2.5 In order to allow shareholders to make joint decisions in the important matters, the directors acting as meeting attendees and as shareholders, will not make additional meeting agendas that are not informed in advance unnecessary, especially important agendas that shareholders need time to study on before making decisions.

2.6 All directors and related executives will attend the shareholders’ meeting, so shareholders can make inquiries in related topics.

2.7 Before the meeting begins, shareholders will be informed of the amount and ratio of shareholders who attended the meeting personally and shareholder proxies, meeting procedures, voting process, and vote counting process.

2.8 In the case of an agenda having several topics, the Chairman of the meeting will hold a vote in each separate topic. For example, shareholders will vote for each individual director in each director nomination agenda.

2.9 The Board of Directors will encourage to use the ballots for important agenda items. The Company shall have the independent individuals to count or check the votes in the meeting and disclose all voting results: approving, disapproving, and abstaining in each agenda item to the meeting for acknowledgement and recording in the meeting minutes.

3.1 The Board of Directors will reveal the meeting resolutions to shareholders along with the voting results on the next working day through SET’s news system and the Company’s website.

3.2 The Board of Directors will send a copy of the meeting minutes to SET within 14 days of the shareholders’ meeting date.

3.3 The Board of Directors will ensure the shareholders minutes of meeting containing as following information:

  • Name list of Directors and Executive attending in the meeting and the proportion of the absent directors
  • Other meeting information includes voting procedures, the method of counting and notifying the results of votes
  • Questionnaires and answers including name list of questioner and answerer