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CS LoxInfo Public Company Limited Annual Report 2010
8. Succession Plan
CG policy of the Company specifies that there should be a succession plan for the position of Executive Chairman and senior management to build up confidence among shareholders and staff that the operations of the Company will not be disrupted. The NCG will normally consult with the Executive Chairman and report the succession plan to the Board accordingly.
9. Meeting of Non-executive Directors (NED)
CG policy of the Company also specifies that there should be meetings of the NED without the presence of executive directors from time to time as appropriate, to provide an opportunity for the NED to discuss any subject of interest relating to the business operations of the Company. The conclusions made at each meeting shall be reported to the Board and the Executive Chairman. On August 9, 2010, 3 independent directors and 1 external director met to discuss effective ways of reviewing businesses performance, especially the business units that were experiencing changes of technology and consumer behavior. Result of the meeting was presented to the Board Meeting no.5/2010 on August 10, 2010.
10. Performance Assessment of the Board of Directors
In the Board Meeting No. 2/2011 on February 16, 2011 the Board conducted a self-assessment for 2010 collectively, to assess the effectiveness and efficiency of the Board performance. Overall, the Board was satisfied with the aggregated diversified knowledge and experiences of the Board members, as well as the openness and teamwork spirit of the Board. However, Board members also recommended more relevant information to be provided prior to the Meeting, etc.
Chapter 2: Shareholders’ Rights and Equitable Treatment and Roles of the Stakeholders 1. Shareholders’ Rights and Equitable Treatment
The Board respects the shareholders rights and has duty to protect the rights of every shareholder equitably, regardless of type of shareholders, i.e., retail, foreign, institutional, or wholesale investor. Every shareholder shall have the following rights and equitability. • Right in receiving shares certificate, shares transferring, acknowledging the information about operating performance and business policy, regularly and timely • Right in receiving profit sharing, equitably • Right in attending the shareholders meeting, expressing opinion, giving recommendation, and being involved in decision making in significant changes • Right in appointing the directors To promote equitable treatment of shareholders, commencing AGM 2009, the minority shareholders can propose meeting agenda(s) or person(s) to be elected as director(s) in the AGM. For the AGM 2011, the minority shareholders can propose agenda(s) or person(s) to the Board in the period from November 16, 2010 to January 15, 2011. The proposal reviewing criteria and procedure, before giving recommendation to the Board to consider whether the proposal should be included to the AGM, is published in the website of the Company. It covers both qualifications of the shareholder(s) who make(s) a proposal and the characteristics of the proposal which are in line with the relevant law, rules, and regulations. The Company has to announce the proposal acceptance period rather long time before the meeting date. The period is normally falling within December and January in the case of an AGM in March or April. This is to allow the Board having sufficient time to consider the suitability of the proposals in the context of existing laws and regulations and the best interest of all shareholders.