Right of Shareholders

CG on Shareholders’ Right Protection Policy

The Company’s Board of Directors formulates the shareholders’ right protection policy in writing in 2006. The policy emphasizes on allowing shareholders to have equal rights to have access to the Company’s operational performance; and to participate in important decisions making, as well as protecting, promoting, encouraging but not to infringe shareholders’ rights. The policies are as follows:

Policy on shareholders’ right protection

  • The Board of Directors is responsible for protecting and respecting basic rights of the Company’s shareholders, such as right to purchase, sell or transfer shares, right to the Company’s profit sharing; right to obtain sufficient information about the Company’s operation, right to attend the shareholders’ meeting to appoint or terminate directors and independent auditors, allocate dividend payment, formulate or amend the provisions or Memorandum of Association, approve capital increase or decrease, and special items, etc.
  • The Board of Directors has duty to promote and support shareholders to exercise their rights in various areas at the Annual General Shareholders’ Meeting, i.e. the right to propose meeting agenda in advance, the right to nominate persons as directors, the right to submit questions to the Company prior to the annual shareholders’ meeting and the right to openly express opinions and ask questions at the shareholders’ meeting, etc.
  • The Board of Directors shall not take any action which may violate or limit, or infringe the shareholders’ right to study the Company’s information that shall be disclosed according to the related requirements, and the right to attend shareholders’ meeting; for example, not to distribute significant information document unexpectedly added, not to add agenda or amend the important data without advance notice to shareholders.
  • The Board of Directors has responsibility to facilitate the applying of the shareholders’ rights such as giving the significant information updated via website, inviting the shareholders to visit factory, etc.

The Board of Directors and the Management have implemented the policy relating to shareholders’ right that covers more the rights than those required by law, especially the right to general and significant information. At the Annual General Meeting of the Shareholders, the Company provided the shareholders with sufficient opportunity to study the information to the meeting date via the Company’s website. Such information was also published in both Thai and English similar to the hard copy the Company submitted to shareholders.

On 11 April 2018, the Company had disclosed information via the Stock Exchange of Thailand (“SET”), notifying of Resolution of the Board of Directors Meeting No. 4/2561 on 11 April 2018, that the Company was informed of the progresses of the investigation of the criminal case from the Economic Crime Suppression Division regarding the complaint of the Company, the case of the scrap steel embezzlement. The meeting therefore resolved to postpone the 2018 Annual General Meeting of Shareholders until the Company has complete the auditing and amending the accounting information and numbers of the Company. Details were as information disclosed to the SET on 11 April 2018.

To deliver to the documents of the Annual General Meeting of Shareholders (“Meeting”), the Company assigned the Thailand Securities Depository Company Limited (TSD), which is the Company’s share registrar, to distribute the invitation to the Meeting to all shareholders 14 days prior to the Meeting date in order to provide shareholders with sufficient time to study the information. Such delivery period of meeting documents was more than that specified by the applicable laws.

At the Meeting, the Company facilitated shareholders to exercise their rights to attend the meeting by implementing a barcode system for registration and vote counting, as well as providing the revenue stamps for proxy authorization. The label of registered shareholder was provided for access convenience while meeting, without time loss to recheck their documents.

In addition, at the Meeting, for the purpose of transparency and good corporate governance imposed by Securities and Exchange Commission Thailand (SEC), the Company has invited shareholders to witness the vote-counting. There were no shareholders volunteered, but there was Mr. Supapong Tun-ngern, independent Legal Advisor to witness the vote-counting.

Furthermore, the Company has informed the Meeting the number and ratio of attending shareholders either by themselves or by appointment of proxies, the procedures of vote-casting, vote-counting, including notification of voting result.

After the Meeting of the Shareholders for the year, the Company compiled the document, including agenda, meeting resolutions, voting results, questions and shareholders’ opinion expressed at the meeting, so as to provide “The minutes of Annual General Meeting of the Shareholders for publishing on the Company’s website is in compliance with the regulations of SEC and SET.

The Annual General Meeting of Shareholders of the Company for year 2018 had not been held, in which details as disclosed to the SET on 11 April 2018

Through publishing all information on the Company’s website prior to the Annual General Meeting of the Shareholders, the Company’s Board of Directors supported and not to infringe the shareholders’ rights exercise while the Company did not distribute additional document containing significant information during the meeting, or add or change meeting agenda or amend significant information without advance notice. There has been no complaint from shareholders on this case.

The Company facilitated the shareholders and shareholders’ proxy to register attending the meeting by implementing a barcode system for registration and vote counting as well as distributing voting ballots to the shareholders before meeting.

The Company clearly stated shareholders’ meeting rules and process in the meeting invitation. The moderator of the meeting also informed the attending shareholders of the rule and voting process at the meeting. The shareholders’ meeting minutes also included a record that the meeting was informed of the rules and voting process.

Moreover, the Company invited its shareholders to exercise their right to visit its factory. Regularly, the Company updates current information and data published on its website.

The Chairman of the Board of Directors asked the meeting at the end of each agenda whether the shareholders ask questions related to the meeting agenda or related to the Company, whereby they could openly express their opinion. Any questions related to the meeting agenda or the Company together with shareholders’ opinion as well as the answers or clarification made by the Board of Directors or the Company’s management, were entirely recorded in the minutes.

The Company provided recording sound of the shareholders’ meeting, and disclosed the significant matters arising during the meeting in the meeting minutes for reference in the future and enables shareholders who could not attend the meeting to follow up the meeting particulars.

With fully respect of shareholders’ right, the attendance of Directors, Chief Executive Officer, and Chief Financial Officer, are normally required to attend the Annual General Meeting of the Shareholders.

The Annual General Meeting of Shareholders of the Company for year 2018 had not been held, in which details as disclosed to the SET on 11 April 2018