Rights and Equitable Treatment of Shareholders
1. Rights of shareholders
Recognising the importance of the rights of shareholders, the Company refrains from any act that may violate or curtail the rights of the shareholders, for instance, rights to attend shareholders’ meeting and vote, rights to grant proxy to any one to attend the meeting and vote on behalf, rights to ask make comments and ask questions in the shareholders’ meeting, rights to appoint directors and rights to appoint external auditors and determine auditors' fees, etc.
- Shareholders’ Meeting
- Date, time, and venue of the meeting
- Invitation to Shareholders’ Meeting
- Board of Directors’ attendance in shareholders’ meeting
- Queries and comments from the shareholders, voting, and minutes of the meeting
- Dividend Payment
- Appointment of the Company’s Auditors
The Company shall hold an annual general shareholders’ meeting within four months of the annual account closing date, and will fix the date, time, and venue of the meeting that are convenient for the shareholders to attend. The Company may call an extraordinary meeting of the shareholders if the Board of Directors deems this necessary. The Company shall send an invitation to the shareholders to attend the meeting at least 14 days in advance to allow sufficient time for shareholders to consider the agenda and prepare details of the matters they wish to propose for consideration at the meeting. Each agenda item shall clearly indicate whether it is a matter for acknowledgement, deliberation or approval, and shall be accompanied by opinions of the Board of Directors. In addition, the Company shall publish the invitation in a Thai daily newspaper for at least three consecutive days as well as in the Company’s website, www.ps.co.th (Investor Relations / Shareholders’ Meeting), complete with details of the date, time, venue and agenda of the meeting, downloadable proxy form B and proxy foam C and sufficient information pertaining to the matters to be considered at the meeting.
In attending a meeting, shareholders should carry a document showing their identity, for example, an ID card or passport. In case of attendance by a proxy of a natural person, the documents of the appointer must also be produced, i.e. a filled-out proxy, a copy of ID card or passport. In case of proxy of a juristic person, the documents of the appointer must be produced, i.e. a filled-out proxy form and a certified copy of the juristic person registration. The Company will arrange for the shareholders to register for the meeting in advance of the meeting time.
Shareholders’ Meeting is considered very important and the directors will normally attend such a meeting, which is usually chaired by the Chairman of the Board of Directors. In addition, the Chairman of Executive Committee, Managing Director, Chairman of each sub-committee, and the Company’s auditors or representative and legal advisor will also attend the meeting to listen to comments and answer queries of the shareholders.
At a shareholders’ meeting, the Company shall explain to shareholders voting and vote-count procedures prior to the meeting. During the meeting every shareholder is offered an opportunity to make comments and ask questions on a fair basis. In voting, one share is represented by one vote and the resolution is passed by majority of votes. In the event of a tie, the chair shall have a second and casting vote. The Company shall record the resolutions passed at each meeting, clearly indicating the “yes,” “no,” and “abstain” votes in the minutes of the meeting, together with the details of questions, answers and comments raised during the meeting. A shareholder who has an interest in a matter being considered shall refrain from voting, except in the vote to appoint or remove a director.
The annual dividend payment must be approved at a shareholders meeting. Dividends can be paid to shareholders only when the Company has earned profit from its operation and registered no accumulated losses. The dividend amount is divided equally by the number of Company shares. In case the Company has earned profit from its operation enough to pay dividend, from time to time the Board may consider interim dividend payment and inform shareholders in the next shareholders’ meeting. The residual amount of annual dividend payment or interim payment shall be allocate to reserves and is subject to justifications and considerations that the Board of Directors deems appropriate. The payment of dividends shall be made within one month of the date of the shareholders’ resolution, or one month of the date of the Board of Directors’ resolution in case of interim dividend payment. The shareholders will be informed in writing of the dividend payment, which will also be announced in a newspaper.
The Shareholders’ Meeting will appoint the Company’s external auditors and also fix the audit fee, proposed by the Board of Directors. The Company’s auditors shall not be a director, officer or employee of the Company. The Company shall hold an annual general shareholders’ meeting within four months of the annual account closing date, and will fix the date, time, and venue of the meeting that are convenient for the shareholders to attend.
2. Equitable Treatment of ShareholdersThe Company is responsible for the fair and equitable treatment of all the shareholders in order to uphold their basic rights.
- Nomination of Candidates for Directorship
- shareholders’ Meeting
- Appointment of proxy to attend and vote at Shareholders’ Meeting
A process for a shareholder to nominate a candidate for directorship has been established, according to which a shareholder can nominate a qualified person to be elected as director by submitting background information as well as the consent of the nominee to the Chairman of the Board of Directors three days in advance of the shareholders’ meeting In accordance with the Company’s policy and best practice of promoting good corporate governance as well as for the purpose of equitable and fair treatment to all shareholders, the Company invited shareholders to nominate persons whom he deem qualified, knowledgeable and competent as their representatives to act as directors 3-4 months in advance of the shareholders’ meeting (during November 9 – December 28, 2007)
Prior to each Shareholders’ Meeting, the Company will invite the shareholders to propose agenda items in advance through the Company’s website so that the Board of Directors can consider the appropriateness of the proposed agenda items for inclusion in the meeting agenda The Company, however, will not unnecessarily take any agenda item that has not been proposed well in advance, especially one which requires considerable time to study before deciding on it. In accordance with the Company’s policy and best practice of promoting good corporate governance as well as for the purpose of equitable and fair treatment to all shareholders, the Company invited shareholders to propose the agenda of the 2008 Annual General Shareholders’ Meeting 3-4 months in advance of the shareholders’ meeting (during November 9 – December 28, 2007)
If a shareholder is not able to attend a meeting, he or she can appoint a proxy to attend and vote on his or her behalf by completing a proxy form provided with explanation in the invitation to a meeting. In the invitation, the Company will propose at least one independent director as a choice for the shareholders to appoint as their proxy. (Proxy form B and Proxy form C can be downloaded from the Company’s website: www.ps.co.th (Investor Relations / Shareholders’ Meeting))