Corporate Governance Principle

The Rights of Shareholders

The Company adhere the importance and respects the rights of shareholders. The Company’s policy to ensure that shareholders have the basic right to attend the shareholders’ meeting and to exercise the right to vote on important issues of the Company independently such as appointment of directors, directors’ remuneration, appointment of auditors, the audit fee, amendment of Article of Association and Memorandum of Understanding (if any) and etc. The shareholders can exercise their rights for their interests by asking questions, commenting, suggesting and independently voting in the shareholders’ meeting. In addition, other basic rights, such as profit sharing or dividends, sufficient and accurate information are provided through accessible channel in order to ensure that shareholders have sufficient information for making decision in timely manner.

In addition, shareholders and minority shareholders are able to address their questions, agendas of the meeting and proposal of qualified candidates for the Company’s director nomination via post to the Company Secretary or E-mail: in advance. In addition the Company informs the shareholders via SET online system. Any criteria concerning such matter are posted in the Company’s website as well. The shareholders can submit information prior to the meeting of Board of Directors in order to set the agendas of the meeting of shareholders 3 months in advance, during 1 October 2018 to 31 December 2018. In 2018, there is no any shareholder presented any agenda or nominate any candidate for the position of director for the 2019 Shareholders' meeting.

The Company places an emphasis on arranging the Shareholders' meeting, including the Extraordinary Meeting of Shareholders by adhering to and following the practical guidelines of the AGM Checklist provided by the Securities and Exchange Commission (SEC).

The Company Secretary informs the schedule, date and time of the meeting to each director in advance in order to enable all directors to allocate time for the meeting especially the Chairman, Chairman of the sub committee and president unless such director is unable to attend due to reasonable cause.

Arranging the meeting

The Company supports all types of shareholders, including institutional investors to attend the shareholders’ meeting with no restriction on the right to attend the meetings for shareholders who show up late. The Company has a policy to equally treat every shareholder as well as facilitates shareholders to attend the meetings both in terms of necessary documents for registration including revenue stamp, venue, food and beverages preparation as well as proper time setting. The shareholders have 2-hour registration period before the meeting. The Company uses computer and bar code system for registration and vote counting. Additionally, independent persons are also responsible for vote counting for the acceleration and reliability of information.

In addition, The Company provides lists of independent directors who do not have any conflict of interest issues related to the agendas to be appointed as proxy. Shareholders are allowed to appoint either other persons or the Company’s independent directors as their proxy.

The Company clearly and adequately provides shareholders with invitation letter that contain all agenda details, facts and reasons in each agenda along with Board of Directors’ opinions such as:

• Dividend payment agenda, the Company gives adequate and clear details, facts and reasons on the proposed amount asked for approval including comparing with the dividend payment of the previous year.
• The directors’ appointment agenda, the Company presents the director candidates’ resume together with the invitation letter to the shareholders’ meeting. In voting for director, the Company allows the shareholders to be able to vote individual person.
• The directors’ remuneration agenda, the Company proposes the shareholders for approval every year as well as submits the clear policy and criteria on remuneration and comparing to the paid amount of the previous year to the shareholders for acknowledgement.
• The appointment of auditor and consideration of audit fee agenda, the Company presents adequate information of the auditor in order to demonstrate the independence, a number of appointed years (in case of appointing the existing auditor) including opinion of the Audit Committee, audit fee and compare with the audit fee of the previous year.

In addition, the Company has provided a detailed list of supporting documents that require for meeting in both of shareholder who come by themselves or proxy. The Company does not require to bring the original identification card or passport of proxy to attend the Shareholders' meeting and also disseminate the procedure and all support documents for attending the Meeting. All supporting documents both in Thai and English versions along with the proxy forms, Forms A, B and C, are also posted on the Company’s website at least 30 days in advance of meeting. Such documents are also sent to shareholders at least 21 days in advance of meeting.

In each meeting of the shareholder, the Company has neither additional meeting agenda nor changes on important information without prior notice and the Company has not distributed any additional information at the meetings, especially the important agendas that required shareholders’ times to make consideration. The Company continuously adheres to this practice.

Regarding the minutes of the shareholders’ meeting, the Company provides the minutes both in Thai and English versions with each agenda for complete and clear consideration, the name of directors, executives, auditor and other related persons and the voting result of each agenda in the form of approve, disapprove and abstain vote. In addition, there is completely a record of questions and answers raised by the shareholders.

Convene a meeting

Before the meeting formally began, Chairman of Board of Directors will explain detail of making up a quorum, voting right, voting procedures and vote counting clearly to shareholders, whereby, one share is for one vote.

In 2018, the Company did not have any connected transactions agenda to approve. If there is such agenda, the Company has to comply with the connected transaction guideline that are connected person and shareholder, who has conflict of interest, shall not have a right to vote. By this, the Company’s invitation letter shall provide sufficient information together with financial advisor’s opinion regarding the reason of entering into such transaction as supporting information for shareholder and propose to shareholder for approval such transaction.

The Company provides ballot for shareholders in every agenda. Voting in every agenda is conducted through computer and bar code systems for shareholders and proxy holders. With transparency and verification, separate voting slips are provided for each agenda item. In every meeting, shareholders are allowed to freely express their opinions, give suggestions, raise questions on any agenda item, and timely discussion. Each query shall be considered materially where chairman and management answer clearly with sufficient detailed information on the matters. After that, chairman shall convene the meeting agenda accordingly. In addition, the Company will not consider other agendas apart from meeting‘s invitation agenda. After the meeting is adjourned, the Company will keep all ballots as reference.

In vote for election of directors, the Company conducts voting procedure to electing each candidate nominated as a director only and also encourages shareholder to apply proxy which dominated direction of voting (Proxy Form B). Additionally, the Company provides special proxy for the custodian, foreign institution shareholder (Proxy Form C).

To report minute of the meeting and disclose the meeting resolution

After finished Shareholders' Meeting, the Company informs the Company’s resolutions in the next working day through the SET channel and posts in the Company’s website in the investors section: within 14 days after the meeting. Moreover, the Company discloses minutes of the meeting accurately and exhibits voting results of each agenda.