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C o rpo ra t e G o v e r n a n c e R e p o r t
ANNUAL REPORT 2013
opportunity for shareholders to exercise the rights to
Moreover, the Company established ethical codes on
propose agenda items and qualified nominees for election
maintaining confidential information and the use of inside
as directors in advance during the period specified by the
information and conflict of interests in the corporate
Company at least 3 months ahead of the AGM by
governance manual and code of conduct handbook, which
publishing the procedure on the Company’s website.
can be downloaded via the Company’s website.
Shareholders are entitled to assign proxies to the meeting to cast ballots for them. To this end, they are entitled to receive documents and advice for the purpose, as well as the names of legitimate proxies. Once proxy forms have been handed to directors at meetings, proxies are entitled to participate in the meeting and cast their ballots like all other shareholders. Shareholders may also delegate proxies to independent directors, and are entitled to receive complete profiles, data on work experiences, and reports on conflicts of interest for the consideration of
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THAI OIL PUBLIC COMPANY LIMITED
Article 3: Roles toward the Stakeholders Recognizing stakeholders’ legitimate rights and any agreement with the Company, the Company treats all stakeholders fairly. The guidelines for compliances related to corporate governance for stakeholders are shown in the corporate gover nance manual (downloadable at www.thaioilgroup.com). The following guidelines clearly define work principles for all employees to strictly perform on stakeholder engagement.
agenda items from independent directors for their own
Equitable Treatment of Major Stakeholders
consideration.
Shareholders
The AGM shall be conducted according to the agenda notified in the notice and it is our policy not to add items to the agenda without advance notice to shareholders.
The Company, as a representative of the shareholders, is committed to conducting business with transparency, to put in place reliable financial and accounting systems, and to deliver optimum shareholder satisfaction. To achieve this, we
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Adequate time shall be allocated for the meeting and
shall take long-term growth of the Company and reasonable
equal opportunities provided for shareholders to express
sustained returns into account. Directors, executives and
their opinions, ask questions and exercise the rights to
all employees shall perform duties with integrity and make
elect individual directors. Shareholders vote on every item
decisions in good faith and in fairness to major and minor
using the polling card distributed at the meeting.
shareholders alike, as well as for the good of relevant parties.
Directors and executives involved in matters on the agenda
They shall refrain from any activities that could cause conflicts
shall attend the AGM to answer the questions raised by
of interest and serve self-interest. Confidential information
shareholders. The main questions, answers and opinions
shall not be divulged to outside parties.
shall be recorded in the minutes of the meeting for future
Customers
review by shareholders.
Customer satisfactions shall be achieved by deliver quality
Current information shall be published at the Company’s
products which meet their requirements; report the
website to inform shareholders of major Company’s
Company’s status and performance to shareholders equally,
data and information which have changed, including
regularly, and completely; perform duties with integrity and
information sheets disclosed in accordance with various
make decisions in good faith and in fairness to major and
regulations. After disclosure to SET, the information shall
minor shareholders alike, as well as for the good of relevant
be published at the Company’s website both in Thai and
parties; refrain from potential conflicts of interest with the
English.
Company; refrain from seeking undue benefits for oneself