Rights of Shareholders
The Company recognizes and gives importance to the basic rights of shareholders as investors and company owners such as the rights to purchase, sell, and transfer their own shares; the right to receive the Company’s profit; the right to receive clear and accurate information; the right to attend shareholders’ meetings and vote on director appointment or dismissal, the right to appoint auditors, and the right to approve significant transactions affecting the Company’s business operational directions such as the approval of dividend payment, the amendment of the Company’s Memorandum of Association and Articles of Association, the approval of capital increase, capital decrease and special transaction.
The Company has the obligations in supporting and facilitating the shareholder’s rights as follows:
- Support and promote all shareholders to be granted basic rights, including:
- the right to purchase, sell, and transfer shares and to receive part of the profit.
- the right to receive adequate and proper information to make decision that effect the Company and the shareholders.
- the right to attend shareholders’ meetings and vote on significant transactions to make decisions on the Company’s fundamental changes according to laws or policies by facilitating and encouraging shareholders and institutional investors to attend the meetings.
- any other rights the shareholders deserve as specified by laws.
- For the shareholders’ meeting, the Company uses the record date so that shareholders have sufficient time to consider the meeting document and information prior to the meeting date.
- Provide details about date, time, place and meeting agenda, together with the descriptions and reasons for each respective agenda or supporting the resolutions requested in the ordinary and extraordinary general meeting of shareholders invitations or in the meeting agenda attachments. Refrain from any action that may limit the shareholder’s rights of access to the Company’s information, by delivering the documents to shareholders and registrar not less than 7 or 14 days (depending on the case) prior to the meeting date and advertising the meeting appointment in the newspapers for 3 consecutive days prior to the meeting date. The Company will comply with principles and conditions of the laws or the related announcement and try its best to make the shareholders informed before the meeting date as soon as possible.
- The Company facilitates the shareholders to exercise their rights in proper meeting attendance and voting and refrain from any action that may limit the shareholder’s rights of meeting attendance. For example, the Company will hold the meeting in an easily-accessible venue, attach the map showing the meeting venue in the meeting invitation, choose appropriate date and time, and allocate adequate time for the meetings.
- Prior to the meeting date, the Company will provide the shareholders opportunities to submit opinions, suggestions or questions in advance with clearly defined rules and inform the shareholders of the rules in the meeting invitation. The Company will also publish the rules on its website.
- Encourage the shareholders to use the proxy in the form that allows the shareholders to control their votes and to suggest at least 1 independent director as a choice in appointing their proxies.
- Provide the opinions of the Board of Director in each agenda item and attach the annual report and a proxy form with detail descriptions of the documents needed in granting proxy as supporting documents of the meeting invitation.
- Before considering the agenda items, shareholders are informed about the voting and vote-counting procedures and shareholders’ representatives are requested to witness the vote-counting.
- During the shareholders’ meeting, the Chairman will allocate proper time for shareholders to have chances in expressing their opinions, suggestions or asking questions in each related agenda freely before voting on resolutions in any agenda.
- Encourage all directors to attend the shareholders’ meeting to answer questions in the meeting.
- Prepare the vote casting in the shareholders’ meeting for each item in case that there are many items in the agenda, such as the director appointment agenda.
- The Company encourages the use of ballots for casting votes in every agenda for transparency and accountability in vote counting.
- The Company assigns an independent party to jointly examine the vote counting in each agenda for transparency of the shareholders’ meeting.
- After the shareholders’ meeting, the Company will prepare a complete and comprehensive minutes of the meeting which includes details of the important queries, opinions and suggestions for shareholders to later reviewed. Furthermore, the Company will publish the voting results of each agenda item and the minutes of the meeting on its website and the SET’s channels.