Board of Directors recognizes the importance of respecting the shareholders’ rights. The Company shall ensure that all shareholders are treated equally and have an ability to fully exercise their basic rights, such as
the right to buy, sell or transfer shares;
the right to share in the Company’s profits;
the right to obtain sufficient relevant information through the Company's website or the website of the Stock Exchange of Thailand or by any other means;
the right to attend the shareholders’ meeting to exercise their independent voting right for each agenda
including the appointment or removal of Board members, consideration of the remuneration of the company's directors, appointment of external auditors, payment of dividends, capital increase and issuance of new shares, as well as the right to make inquiries to the Board of Directors about the Board of Directors' report and any other matters purposed to the meeting for consideration and approval, in addition to the right to propose agenda for the meeting in advance, to nominate a qualified candidate to be elected as new directors, and to participate in decision-making involving significant corporate matters.
Additionally, the Board of Directors recognizes and respects the importance of shareholders’ rights and shall not act in violation or deprivation of shareholders’ rights. The Board of Directors advocates for and establishes the policy in regard to the shareholders’ rights as follows:
Protecting and respecting the basic rights of shareholders, namely the right to buy/sell or transfer shares, the right to share the Company’s profits, the right to obtain adequate corporate information, the right to attend the shareholders' meeting for the appointment or removal of the Company's directors, the appointment of external auditors, dividend payout, determination or amendment of Articles of Association or Memorandum of Association, capital reduction or capital increase, and approval of extraordinary transections, etc.
Encourage and support shareholders in exercising their rights in various matters at the annual general meeting of shareholders, such as the right to propose an additional agenda for the meeting in advance, the right to nominate a person to be elected as the Company's director, the right to submit questions to the meeting in advance, and the right to express opinions and make inquiries in the meeting, including facilitating the minority shareholders in nominating a person to be elected as the Company’s director by sending biographical information and a letter of consent of such person to the Chairman of the Board of Directors in accordance with the Company’s criteria, regulations, and procedures
Ensuring that the notice of the shareholders' meeting and related documents are prepared in both Thai and English versions that they are delivered and posted on the Company's website at least 14 days prior to the meeting,
Encourage shareholders to use an appropriate proxy forms so that shareholders can determine the direction of voting for agreeing, disagreeing, and abstaining by preparing proxy forms, both Form A, Form B, and Form C (for custodian only) for shareholders, as well as to facilitate shareholders who are unable to attend the meeting in person but wish to exercise their voting right via proxy by proposing an alternative to appoint one of independent directors as a proxy to attend and vote on their behalf.
Refrain from any actions that infringes or restricts the shareholdings’ rights or deprive shareholders of their rights to attend the shareholders' meeting and to access the Company's information that must be disclosed in accordance with the requirements, such as not suddenly presenting documents containing additional important information, not adding a meeting agenda or changing important information without notifying the shareholders in advance, and so on.
Facilitate the shareholders to exercise their rights by providing up-to-date important information on the Company's website, for example.
Facilitate the shareholders to exercise their rights to attend and vote in the shareholders' meeting and refrain from any actions that limit the opportunity to attend the meeting of shareholders. If the shareholders are unable to attend the meeting in person, the Company permits them to appoint independent directors or any other person as a proxy to participate on their behalf.
The rules and procedures for attending the shareholders' meeting shall be notified to the shareholders in the invitation letter. In addition, on the date of meeting, the shareholders shall be informed of the meeting’s rules and voting processes, and such notification shall be recorded in the minutes of shareholders' meeting.
Arrange the meeting appropriately and allow shareholders to ask questions about the agenda or the Company as well as express comments or suggestions. In the minutes of the shareholders' meeting, questions about the meeting agenda or the Company, shareholder opinions, and explanations from the Board of Directors and/or executives are recorded.
The meeting shall proceed in accordance with the agenda specified in the invitation letter, and the executives who are shareholders shall not propose any additional agenda item that are not necessary for the meeting, particularly agenda item that shareholders require the adequate time to study before making decision.
Encourage the adoption of technology such as barcodes, ballot cards, and so on, for shareholders’ meeting whether for shareholder the registration or vote counting and display of results so that the meeting can proceed swiftly, accurately, transparently, and verifiably. The voting results for each resolution in the meeting shall be revealed in the minutes of the shareholders’ meeting by identifying the number of votes for approving, disapproving, and abstaining.
Designate an independent representative, such as the external auditor or legal advisor, to witness the vote counting or to count or verify the votes for each resolution in the meeting, and disclose the voting results at the meeting for acknowledgement and record such results in the minutes of the shareholders’ meeting.
The Board of Directors recognizes the importance of having an annual general meeting of shareholders and respects the shareholders’ rights. As a result, all directors are encouraged to attend the shareholders' meeting.
Ensure that information about the date, time, venue, and agenda of the shareholders' meeting, including all information related to the matters to be considered at the meeting, as well as explanation and rationale supporting the agenda or proposed resolutions, are provided for the shareholders in advance of each shareholders' meeting with sufficiently and timely manner. The Company has a policy to allow shareholders to study information in advance prior to the meeting date via the Company's website, which is same information that the Company sends to shareholders in the form of documents
Following each shareholders' meeting, the relevant contents of the meeting are compiled, including the details of each meeting agenda, list of the Company's directors presenting and leaving the meeting, resolutions of the meeting, voting results, as well as shareholder questions and opinions, and are prepared as "Minutes of the Shareholders' Meeting", which shall be published on the Company's website and submitted to the SET and/or related agencies within 14 days from the date of meeting according to requirements of the SEC and SET. Furthermore, the voting results on proposed resolutions at the shareholders’ meeting shall be publicly disclosed through the designated SET channels within the time frame prescribed by law
The Company shall promote and not limit the exercise the shareholders’ rights by providing prior information disclosure via the Company's website. The Company shall not present documents containing additional importance information during the shareholders’ meeting, and the Company shall not add agenda items or amend essential information without notifying the shareholders in advance
Provide opportunities for shareholders to obtain up-to-date information on a regular basis through the Company's website