Article 1: Right of Shareholders

Corporate Governance Principles


Article 1: Right of Shareholders

The Company recognizes and respects the right of shareholders. Thus, issued policies to protect shareholders’ rights by encouraging shareholders to exercise rights and prohibit any violation of shareholders' right as follows:  

1. Annual General Meeting of Shareholders (AGM)

 - Arrange the Annual General Meeting of Shareholders (AGM) every year within 4 months after the end of each fiscal year.If there is an urgent need to consider any special matter that may or in connection with the interests of shareholders,  which need shareholders' approval, the Board of Directors can call an extraordinary meeting of shareholders on case  by case.

2. The Issuance of Invitation Notice to the Shareholders

- Send invitation notice, meeting agenda with the opinion of the Board of Directors along with proxy forms, comprised of  form A, B, and C (for foreign shareholders that have appointed custodians in Thailand), in accordance with the Ministry  of Commerce together with other supporting information. The Company shall publish these items on the Company's website prior to the delivery of the meeting notice at least 30 days in advance of the AGM.

- Prepare AGM notice which clearly specifies meeting venue, date, time, agenda, and matters to be proposed to the meeting together with appropriate detail. The opinion of the Board of Directors, minutes of the previous meeting, annual report, all proxy forms and other relevant documents shall also be provided and distributed to shareholders not less than 14 days prior to the meeting. This is to ensure that the information related to voting decision received by the shareholders is sufficient, accurate, complete and transparent. The information must also be announced in the newspaper both Thai and English for 3 consecutive days and at least 3 days prior to the AGM for the shareholders to prepare themselves in joining the meeting.
- In the event of an emergency to protect the rights and benefits of the Company, notice shall be delivered not less than seven days in advance. Information on agenda items shall be made available at the corporate website prior to being delivered to shareholders.

3. To Facilitate the Shareholders

- To facilitate all the shareholders at the meeting date. Adequate number of officers shall be assigned to welcome and check registration documents.

The Company will make registration process available 2 hours prior to the meeting, by using bar code system to shorten the registration process. In addition, the Company also arranged each shareholder's meeting at a venue of adequate size in Bangkok or its vicinity under good security and set up an emergency plan to increase confidence and security to all shareholders during the meeting.

4. The Shareholders' Meeting

4.1 Treatment of the Shareholders' before the AGM

- We allow shareholders to propose agenda and nominate qualified persons to be elected as directors of the Company. The details are provided on the Company's website and the nomination must be done 3 months before the end of the accounting period. Included in a letter to the Stock Exchange, the Company has determined that the shareholders can propose agenda. The persons must be one or several shareholders and the shareholding and voting rights in the aggregate is not less than 1 percent of the total voting rights of the Company.

- The notice of the meeting is published as agenda to the Board of Directors. The forms include a Proxy Form B and Form C (for foreign shareholders to appoint a custodian in Thailand only), and according to the Ministry of Commerce, must be in both in Thai and English, with the condition and steps on how to register. Documents / evidence-based proxy must be information included on the agenda. The website may be checked prior to the meeting by 30 days before the delivery of such documents to shareholders.

- The invitation to the AGM and the date, time and venue of the meeting, together with details of the agenda will be sent along with the background of members of the Board of Directors, past minutes of Annual Report Proxy with the explicit proxy method, and other documents of the meeting. They will be delivered to shareholders 21 days in advance to allow shareholders to receive accurate and complete information, which can be used to decide on the resolution, and a chance to study the agenda. The announcement will be in the newspaper in both Thai and the English language version 3 days before the meeting at least with 3 days to notify the shareholders of the General Meeting in advance, so they may prepare for attendance.

In the case where the agenda is announced to the shareholders, it would be in the event of an emergency. To protect the rights and interests of the Company, a notice will be sent no less than 7 days before the meeting. The agenda will be published in advance of the AGM before the shipping documents.

4.2 Treatment of the shareholders at the AGM

- At the meeting, major shareholders and minor shareholders are treated equally, especially institutional investors, with necessary information in the provided document. Registered attendance is open to the shareholders 2 hours before the meeting with no expiration of registration. This provides an opportunity for shareholders who wish to attend and registration is free by right.

- A convenient to travel to place of attendance of sufficient size to support a number of shareholders and situated in Bangkok and nearby provinces will be provided. A plan for an emergency meeting as to increase confidence and security to all shareholders will also be created.

- The bar code system is used to register and vote accurately and quickly.

- The Company has not limited the right to attend meetings of shareholders in any way. All shareholders are entitled to attend the AGM for the duration of the conference.

- Prior to each meeting, the Chairman of the meeting will clarify the rules related to all meetings, including the opening of the meeting and voting including how to count the votes of the shareholders to vote on each topic in accordance with the Company's rules.

- The Company will identify the stakeholders and the cost of membership in the Notice of the Meeting and the AGM. If the director has interest or involvement in any agenda, the Chairman will let attendees know prior to the meeting as well as the directors who do not participate in the meeting agenda.

- The Company has an opportunity for shareholders to volunteer to acts as witness to the counting of votes. This will include the opportunity for shareholders to raise questions about the process and how to vote.

- Participants are encouraged to use their rights to maintain their interests by requesting comments, giving feedback aloud together and deciding on matters of importance that may affect the Company. In the AGM, activities such as the appointment or removal of directors, nomination of an Independent Director, and approval of auditor of dividend to reduce or increase capital requirements or to amend the Memorandum of Association as well as approving items are encouraged.

- An assessment of the AGM will be provided using the data used in the development conferences in order to provide better performance that is transparent and beneficial to shareholders.

4.3 Treatment of Shareholders after the Annual General Meeting of Shareholders

- The Company has announced the resolution of the AGM with the results of the vote in the next general meeting of shareholders in a newsletter to inform the Exchange via Electronic Listed Company Information Disclosure (ELCID) of the Stock Exchange of Thailand (SET). The Company's Website has the disclosed information.

- The suggestions and comments received from shareholders to evaluate the quality of the Annual General Meeting of Shareholders are taken into consideration and we are always finding ways to improve and develop the general meeting of shareholders continuously. As a result, the company has been rated 98 points out of 100 points based on assessment of the General Meeting of Shareholders during the assessment of the General Meeting of Shareholders (AGM Checklist) for the year 2556 which was organized by the Federation of Thailand.

5. Practical Guidance on Reporting Conflicts of Interest

 - The Company has specified director's interest in the invitation letter and in the AGM.  If any directors have particular interest or involved in any agenda, Chairman of the meeting must notify the participants prior to the meeting. The directors involved in the interests must not participate in the meeting and must not abstain on such matter