3. The sign voting cards were collected from the Shareholders and the proxies after the voting had been cast after each agenda had been addressed and discussed. The Chairman would then either proceed with the meeting or wait for the result of the vote count as deemed appropriate. At the conclusion of the AGM 2007, the Chairman summarized the results of the voting for each of the agenda for the assembly. 4. Lieutenant Thapwara Thanapat, an officer from Chulalongkorn University,acted as the official observer of the counting of the votes.
During the AGM, the Chairman of the shareholders’ meeting gave opportunity for the shareholders to express opinions and ask questions relevant to the agendas or the company. Shareholders were given sufficient time to pose questions or make suggestions. Detailed and encompassing answers were provided by Board members and management in response to questions posed by shareholders. In counting votes, the Company abides strictly by its own guideline of one share one vote basis and approval is based on majority vote. The vote is counted one vote per share and the resolution is by the majority votes. If the votes are equal, the Chairman of the meeting shall have one vote to decide besides the votes entitled to as shareholders. The Company recorded the resolutions of the meeting by classifying into approval votes, objection votes and abstention votes for each agenda in writing and will also record in details the questions, answers and opinions made during the meeting. Resolutions with voting results were recorded in the shareholders’ meeting minutes. The Resolution of the AGM was reported to the Stock Exchange of Thailand and the company’s website within 14 days after the meeting. After the AGM, the Chairman of the AGM, directors, and KCE executives took the opportunity to converse with the shareholders informally for over one hour. The agenda presented in the 2007 AGM are summarized as follows: (See details in “Invitation to AGM 24/2007 at company’s website www.kcethai.in.th”)
Agenda 1 : To consider and certify the Minutes of the Annual General Meeting of Shareholders No.23/2006. Agenda 2 : To consider and acknowledge the report of the Board of Directors on the performance result of the Company for the year 2006. Agenda 3 : To consider and approve the audited Balance Sheet and the Profit and Loss statements for the year ending December 31, 2006. Agenda 4 : To consider and approve the omission of the annual dividend payment for the year 2006. Agenda 5: To consider and approve the election of new directors to replace the directors who retired by rotation. Agenda 6 : To consider and approve the determination of the remuneration and meeting allowance of directors and the remuneration for the audit committee for the year 2007. Agenda 7 : To consider and approve the appointment of the auditors for the year 2007 and determination of auditing fee. Agenda 8 : To consider and approve the cancellation of the resolution of the Annual General Meeting of Shareholders No.23/2006 held on April 27, 2006, agenda item 9 in relation to the approval of the issuance and offer for sale of convertible debentures of the Company and allocation of the newly issued shares to accommodate the exercise of the convertible debentures. Agenda 9 : To consider and approve the reduction of the registered capital of the Company from Baht. 450,000,000 to Baht. 317,930,000 by canceling 132,070,000 authorized but unissued shares at the par value of Baht 1 per share. Agenda 10 : To consider and approve the amendment to Clause 4 of the Memorandam of Association of the Company to be consistent with the reduction of the registered capital.
รายงานประจำปี 2550 35 ANNUAL REPORT 2007