Principle : Ensure Engagement and Communication with Shareholders (In the Case that the Company is a Listed Company)

The Board of Directors shall supervise important matters, both issues specified in the law and issues that may affect the direction of the Company's operations, to pass the consideration and/or the approval of the shareholders. Such important matters shall be included in the agenda of the Shareholders' Meeting.
The Board of Directors shall support the participation of shareholders such as:
  1. Determining criteria for minority shareholders to propose additional meeting agenda items prior to the date of the Shareholders' Meeting. The Board of Directors shall consider the matters proposed by the shareholders as meeting agenda items. If the Board of Directors rejects to include such matters proposed by the shareholders in the meeting agenda, the Board of Directors shall inform the shareholders of the reasons.
  2. Criteria for minority shareholders to nominate persons to be appointed as directors. In this regard, the Board of Directors shall supervise the disclosure of such criteria to shareholders in advance.
The Board of Directors shall ensure that the Meeting invitation letter contains accurate, complete and sufficient information for the rights of shareholders.
The Board of Directors shall ensure that the Meeting invitation letter is sent with relevant documents and published on the Company's website at least 14 days prior to the Meeting date.
The Board of Directors shall give opportunity to shareholders to submit questions prior to the date of the Meeting by establishing criteria for submitting questions in advance and disseminate the established criteria on the Company’s website as well.
Notice of Shareholders' Meeting and any related documents shall be prepared entirely in English and disseminate along with a Thai version.
The notice of Shareholders’ Meeting is comprised of the following text:
  1. The date, time and venue of the Shareholders’ Meeting.
  2. The Meeting agenda which indicates the purpose of meeting agenda, whether it is for an acknowledgment or approval. The agenda items shall be clearly divided. For examples, in regards to agenda items regarding directors, the appointment of directors and the approval of remuneration for directors shall be divided in a different agenda.
  3. The objectives, reasons and opinions of the Board of Directors on each proposed agenda item. This includes:

    An agenda item for the approval of dividend payments - Dividend payment policy, the proposed payout rate along with the reasons and accompanying information. In the case of proposing no dividend payment, reasons and accompanying information shall be provided.
    An agenda item for the appointment of directors – Specify the name, age, educational background and work experiences. This includes the number of the listed companies and any companies that the nominee serves as director. This include the criteria and recruitment procedures for different types of directors proposed. In the case that director is re-nominated for the same position, the information regarding the meeting attendance of the re-nominated director in the previous year and the date of appointment as a director of the Company shall be specified.
    An agenda item for the approval of directors' remuneration - Policy and criteria for determining the remuneration for each director and all kind of remuneration for directors, both monetary and other kinds of benefits.
    An agenda item for the appointment of auditors –The auditor's name, audit Company’s name, work experience, independence of the auditor, audit fees and other service fees.
  4. Proxy forms as specified by the Ministry of Commerce.
  5. Accompanying information for other meetings, such as voting procedures, counting votes and declaring voting results, the voting rights for each type of share, information of independent directors that the Company proposes as a proxy for shareholders, documents that shareholders must show before attending the Meeting, proxy documents, and the map of the venue. etc.
The Board of Directors shall determine the date, time and venue of the meeting by taking into account the convenience of those attending the Shareholders' Meeting, such as an appropriate and sufficient Meeting time for discussion, a convenient meeting place to travel to, etc.
The Board of Directors shall oversee and ensure that no action is taken to limit the shareholder’s opportunity to attend the Meeting or create excessive burdens for shareholders, such as not requiring shareholders or proxies to bring documents or identification evidence greater than those specified in the guidelines of the relevant regulatory authorities.
The Board of Directors shall promote the use of technology in the Shareholders' Meeting during shareholder registration, counting votes or declaring voting results so that the Meeting can proceed quickly and accurately.
The Chairman of the Board is the chairman of the Shareholders' Meeting. The Chairman is responsible for ensuring that the Meeting is in accordance with the law, relevant rules, and the Company's Articles of Association. The Chairman shall allocate appropriate time for each agenda item as specified in the Meeting invitation letter and allows shareholders to express their opinions and consider the questions raised during the meeting on matters related to the Company.
In order to allow shareholders to jointly making important decisions, directors attending the meeting as an attendee or shareholders shall not support an addition of agenda items that were not notified in advance, if not necessary, especially important agenda items that shareholders must study the information before making a decision.
Encourage all directors and involved executives to attend the meeting so that shareholders can ask questions on various related issues.
Before starting the Meeting, the Company shall inform the shareholders about the number and proportion of shareholders who attended the Meeting in person and by proxy, methods for the Meeting, voting and counting votes.
In the case that any meeting agenda has many topics, the Chairman of the meeting shall arrange separate voting for each topic on the agenda. For example, shareholders exercise their right to appoint directors on an individual basis in the agenda item for appointing directors.
The Board of Directors shall support the use of ballots for important agenda items and encourage independent individuals to count or examine votes in the Meeting and disclose the number of votes that agree, disagree and abstain for each agenda item and record it in the Meeting’s minutes.
The Board of Directors shall supervise the Company to disclose the resolutions of the Shareholders' Meeting and voting results within the next business day through the news system of the Stock Exchange of Thailand and on the Company's website.
The Board of Directors shall supervise the delivery of a copy of the minutes of the Shareholders' Meeting to the Stock Exchange of Thailand within 14 days from the date of the Shareholders' Meeting.
The Board of Directors shall ensure that the minutes of the Shareholders' Meeting are at least recorded as follows:
  1. The name list of directors and executives who attended the Meeting and the proportion of directors who attended and did not attend the Meeting.
  2. The method of voting, counting of votes, resolutions of the Meeting and the results of voting (agree, disagree, abstain) for each agenda item.
  3. Questions and answers in the Meeting which includes name and surname of the person who made an inquiry and the person who answered.