information in support of consideration prior to casting votes. Company’s website one month in advance. In this regard, the Company’s website is a channel for shareholders to access (9) The Company sets out the written guidelines to prevent the details of the shareholders’ meeting prior to delivery of the use of insider information of the Company under the the notice of the shareholders’ meeting at a later date. resolution of the Board of Directors, whereby the Company treats this as important policy which will prevent directors, (4) Any shareholder unable to attend the meeting in person management and staff from abusing their position for may exercise his/her right to vote by appointing proxy personal interests, as specified in the Annual Report. In to attend and vote on his/her behalf and the Company addition, the Code of Conduct and Business Ethics are nominates two independent directors for optional distributed and disseminated to all directors, management appointment of proxy by shareholders. In this regard, the and staff of the Company for acknowledgment and Company sends the proxy form, together with the notice compliance, which are available on the Company’s website of the shareholders’ meeting, in order for the shareholder as a channel for all staff to access such information. unable to attend the meeting on such specified date to still have his/her equal right as shareholder. (5) The notice of the shareholders’ meeting sent by the The Company’s directors and management are required Company with the proxy form specifies clear details, to disclose the reports to the Securities and Exchange documents and evidence in support of the appointment Commission on their holding of securities, his/her spouse’s of proxy, together with suggestions and procedures holding of securities and minor children’s holding of for appointment of proxy to enable the shareholders to securities which are securities in the Company, as well as produce complete documentations without any difficulty reporting on every change in such holdings of securities in attending the meeting by proxy. in respect of purchase, sale, transfer or acceptance of (6) As for the requirement for appointment of proxy by any transfer, under Section 59 of the Securities and Exchange shareholder unable to attend the meeting in person, the Act B.E. 2535 (1992) within three business days after the Company has not set out any rules or conditions causing date of purchase, sale, transfer or acceptance of transfer of any difficulties to the appointment of proxy to attend the securities. Moreover, the directors and management realise meeting on his/her behalf. Instead, such documents shall their duties and responsibilities as specified, including be certified by the proxy grantor and the proxy holder to the penalty provisions as specified in the Securities and confirm the exercise and granting of the right to attend Exchange Act B.E. 2535 (1992). the shareholder’s meeting in accordance with the criteria. (7) The Company has the process and channels for minority The Company pays significant attention to the efficient shareholders to involve in the Company’s management, internal control system by setting out the internal by allowing the minority shareholders to propose any item controlling guidelines to prevent and minimise risks of agenda of the ordinary general meeting of shareholders which may arise, namely, the Company specifies that the and propose any qualified person to be considered management with access to insider information shall be and appointed as the Company’s director prior to the prohibited from taking any actions in violation of Section meeting date. In this connection, the Company clearly 241 of the Securities and Exchange Act B.E. 2535 (1992), notifies the shareholders of the details, together with the including applicable regulations. Due to the guidelines criteria for the consideration via channels of the Stock to prevent the use of insider information, in each past Exchange of Thailand and the Company’s website, for year, there has never been any case that the Company’s three months, in order to build up the confidence of the directors and management abuse insider information for minority shareholders to exercise the right to propose any personal interests or others. matters relating to any significant change of the Company and the right to elect any independent directors to take (10) The Company clearly discloses to shareholders the details care of the benefits on their behalf. and reasons of execution of related party transactions requiring the disclosure or approval of shareholders (8) The Company proceeds the shareholders’ meeting in under the Stock Exchange of Thailand’s regulations, by accordance with the agenda as notified in the notice of the disclosing names and relationship of connected persons, meeting without addition of any agenda item without prior pricing policy and transaction value, including opinion of notice to shareholders in order for shareholders to study
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Annual Report 2012