Shareholders’ Rights and Equal Treatment of Shareholders
The Company has a policy of treating all shareholders equally and ensuring that shareholders’ rights are protected, and every convenience is provided to exercise their rights in the many ways that they should receive. Every shareholder has the following rights and equality in the following ways:
Shareholders’ Rights
- 1. The right to be notified of all Company’s news and information, financial performance, operational policies consistently, accurately, and in a timely manner.
- 2. The right to receive dividends and/or any other benefits from the Company and/or repurchase share from the Company on an equal basis.
- 3. The right to participate in the Annual General Meeting, express their views, offer advice, and jointly evaluate and decide on important changes such as the Articles of Association, appointments of the member of the Board of Directors, appointment of External Auditors.
- 4. The right to receive information and/or approve of significant connected transactions.
- 5. Other rights of shareholders as stipulated in the Public Limited Companies Act.
Organizing the Shareholders’ Meetings
The Company realizes the importance of organizing shareholders’ meetings, including Annual General Meetings (AGM) and Extraordinary Shareholders’ meetings. Therefore, the Company supports these meetings with regards to shareholders’ rights in accordance good corporate governance principles. There should be one Annual General Meeting each year within 4 months of the last date of the accounting period. In cases where there are urgent matters for special events to discuss issues that affect or relate to shareholders’ benefits or are related to regulations, laws that require approval from shareholders, there will be a call for extraordinary meetings.
In 2010, the Company organized an Annual General Meeting held on the 26 April, 2010, at 14.00 at the Grand Meeting Room on 21st Floor of GMM Grammy Place, 50 Sukhumvit Road Soi 21 (Asoke), Klongtoeinuea, Wattana, Bangakok. A total of 9 Directors participated: Chairman of the Board, Co-Chief Executive Officers, and Chairmen of every Committee, as well as the senior management of financial and accounting, and the Legal Department. The external Auditor served as an objective examiner (Inspector). When ballots were cast in cases where there was a dispute in the meeting, the Chairman of the meeting appointed the Company Secretary to conduct the meeting to the end as demanded by law. Results of the meeting was resolved in every agenda. In 2010, there were no calls for Extraordinary Shareholders’ meetings.
Issuing Meeting Invitation Letters
The Company has appointed The Thailand Securities Depository Co., Ltd. as its securities registrar. The registrar is responsible for sending: detailed information packages with shareholders’ meeting invitations which include opinion and reasons from the Board of Directors / the advantages and shortfalls of decisions on each agenda / minutes of past meetings / the annual report (CD-ROM) and a summary of the past year’s financial performance (separate booklet) / resumes of candidates to be appointed to the Board of Directors / three proxy authorization forms (Form Gor, Form Khor, Form Kor) according to the Department of Business Development regulation, “Form on Proxy” (No. 5) B.E. 2550. (It is advised that Form Khor be used) along with detailed instructions / information on Independent Directors who can stand as proxies / relevant excerpts related to shareholders’ meetings from the Articles of Association / documents and evidence that have to be shown before entering the meeting and conditions for casting votes / registration form with barcode, and map of GMM Grammy Plc. The information package will be send at least 21 days prior to the meeting and the Company will publicise the details on the http://www.gmmgrammy.com website in Thai and in English, more than 30 days ahead of the meeting to provide sufficient time to study the agenda and thoroughly study detailed information in the package. This will allow shareholders sufficient time to decide whether to participate in the meeting and/or exercise their voting rights prior to receiving documents from the company.
The Company will also post a notice the date, time and venue of the meeting in Thai and English newspapers at least 3 days before the meeting, for 3 days consecutively, in case shareholders want to authorize proxies or the Company’s Independent Directors to attend the meeting and vote on their behalf. These measures comply with conditions laid out by the Department of Business Development, Ministry of Commerce and other regulatory authorities.
Rendering Convenience to Shareholders
The Company makes every attempt to render conveniences equally to every shareholders when organizing meetings, with staff on hand to take care and welcome everyone, and to ensure the safety of participants, which includes being prepared for emergencies. Arrangements have been made to accommodate early registration to check document completeness of those attending the meeting up to one and a half hours ahead of commencement, and barcodes are used to expedite registration. A banquet is held to host shareholders who attend the meeting.
Additionally, because every shareholder has equal rights to exercise at these meetings, the Company has made arrangements to send information packages in English to foreign shareholders.
Shareholders’ meetings in Session
Before the shareholders’ meeting commences, the Co Chief Executive Officer who presides over the meeting will introduce the Company’s Board of Directors, management team, and an external Auditor ,as Inspector, and then authorizes the Company Secretary to officiate the meeting as Chairman. The quorum will be announced, comprising shareholders, shareholders’ proxies, and the number of shareholders who authorized Independent Directors to serve as their proxies.
Details on how to cast ballots are announced for each agenda and votes are tallied for each resolution according to the Company’s Articles of Association and Public Limited Companies Act Section 107 (1) whereby one share is equivalent to one vote. In the event of a draw, the Chairman will add one more vote to make the final decision. Also detail the method in self vote or proxy vote and the way the ballot cards are used to count votes.
In every ordinary or extraordinary shareholders’ meeting, the Company Secretary will proceed according to the meeting agenda as outlined in the invitation. There will be no additional agenda items that have not been indicated in the invitation package. This is to make the meetings fair for those who cannot attend.
Significant Agendas at the Shareholders’ Meetings are
- • Reporting the Company’s Performance: The Company has provided details of its performance in terms of profits, revenue, expenses, and summaries of its operations.
- • Evaluating and approving the Balance Sheet and Profit and Loss Statements: The Company presents its balance sheet and profit and loss statements for the last year according to the Company’s fiscal year, and important financial figures that have been audited and certified by external auditors.
- • Appointing Directors: The Company extends the opportunity to shareholders to elect individual directors, whose names will be announced as nominees at the meeting. Information on each nominee’s background: education, work experience, number of directorships held in other companies, as well as criteria and methods in selecting nominees as directors or independent directors. This would include the proportion of shares held in the Company and whether they have legal disputes. In the case of re-electing a director to a new position, the history of the person’s meeting attendance over the past year, and term as the Company’s director is indicated. The Company is open to accepting nominations ahead of the meeting so shareholders have sufficient time to elect the director of their choice.
- • Appointing External Auditor: The Company provides details about the external auditor, from the accounting firm they work for to their work experience, their skills as an auditor, and the reasons why the auditor was chosen, the quality of their work over the past year, the auditor’s relationship with the company or vested interests in the Company, its subsidiaries, management, major shareholders, or related parties (if any), and the service fee for auditing and rendering other services (if any).
- • Allocating Profits: The Company provides details on the allocation of profits and reserve capital, policies on paying dividends, the rate of dividend payments which are expected to be paid out, the reasons and related information for the decision, together with the date of dividend payment and the date that the register is closed to determine who has the rights to the dividend payments. In the event that there is a proposal to withhold dividend payments, clear reasons and supporting evidence will be provided.
- • Directors’ Remuneration: The Company provides detailed criteria for directors’ remuneration, along with proposed payments, which are derived from policies and conditions determined by the Nomination and Remuneration Committee.
As information has been provided for each agenda item, the Chairman of the meeting opens the floor to shareholders to voice their opinions, advice, and questions on each agenda. After allowing for sufficient debate, the Chairman and management team will answer questions from the floor clearly, concisely, and place equal importance to every question. In answering questions, the Board of Directors values the need to be equal in disclosing information, and will require the meeting to vote on the agenda. In agendas related to appointing directors, the Shareholders vote will be requested to vote for individual directors of their choice, in accordance to good corporate governance practice.
At every meeting, there will be a summary of votes cast in each agenda item: agree, disagree, and abstain. The names and numbers of votes held by those who are not eligible to vote in certain agendas are also listed (if any). Minutes of the meetings which generally last 1 – 2 hours, are recorded in detail. At the 2010 Annual General Meeting, the meeting officially commences at 14.00. However, registration began at 12.30 and the meeting finished at approximately 15.45.
Procedure after Shareholders’ Meetings
The Board of Directors has assigned the Company Secretary to prepare reports on shareholders’ meetings, and to ensure that the content is complete and accurate. Details in the report include:
- • List of directors from the Board and Committees that participated in the meeting
- • Meeting quorum consisting of the number of shareholders who attended the meeting, the number of shareholder’s proxies, and the number of shareholders who authorized independent directors as their proxies
- • Method of voting used at each agenda item, counting the votes that is the resolution of the shareholders’ meeting before the meeting commences, and the way the ballot cards are used to count votes
- • Key questions asked by shareholders or advice at the meetings on each agenda item. Every question, answer, and clarification statement is summarized in the Shareholders’ Meeting report so shareholders who did not attend the meeting will be informed
- • The number of agree, disagree, and abstained votes received on each agenda item. The names and number of shares held by those who are ineligible to vote on each agenda item is also listed (if any)
The report is submitted to the Stock Exchange of Thailand and the Securities and Exchange Commission within 14 days so that shareholders can inspect without having to wait until the next meeting. There is also an excellent database where meeting reports are available for inspection and reference, in text form, as well as on videos with sound recordings of the meetings at the Company’s website (http://www.gmmgrammy.com) for interested shareholders.
EquitableTreatment of all Shareholders
The Board of Directors realizes that it is important to treat every shareholder equally and fairly, even though individual shareholders do not own the same number of shares, and do not have the same voting rights (according to the shares they hold). The Company will treat every shareholder equally without discriminating on the basis of gender, age, race, nationality, religion, beliefs, political beliefs, or their disabilities. So even though shareholders are unable to attend the meetings due to inconvenience, shareholders have the right to authorize a proxy to attend in their stead. All shareholders will abide by procedures for shareholders’ meetings according of good corporate governance guidelines issued by the Securities and Exchange Commission and Stock Exchange of Thailand, that the Company has adopted, as follows:
- 1. Do not transgress shareholders’ lawful rights
- 2. Treat all shareholders equally
- 3. Do not limit opportunities for shareholders to learn more about the Company. For instance, the shareholders’ meeting invitations will clearly indicate the date, time, and location of each meeting, summarize the Board of Directors’ views, provide sufficient reasons and clarifications, explain the necessity in taking certain decisions, and both the positive and negative ramifications of the actions in each agenda item.
- 4. Do not limit opportunities to attend the meeting by offering every convenience possible to shareholders equally. An invitation with details of the meeting is delivered well ahead of time, along with documents that have to be used to verify shareholders in order to enter the meeting, as well as proxy authorization forms for at least one independent representative who can attend the meeting.
- 5. Attending the shareholders’ meeting is not complicated nor requires excessive expenses.
- 6. Shareholders have the right to vote on agenda items in chronological order. The voting procedure and tallying methods are explained prior to ballot casting. In agenda items related to appointments and terminations, directors and nominees will receive votes on an individual basis. There will be no agenda items discussed outside those that are listed in the invitation that require a resolution from the meeting.
- 7. The meeting duration is appropriate, as determined by the Chairman of the meeting.
- 8. All shareholders are equally encouraged to ask questions and voice their opinions at the meetings.
- 9. All members of the Board of Directors, especially the Chairman, and Chairman of every Committee is expected to attend every shareholders’ meetings to answer questions at the meetings, except for unavoidable reasons.
- 10. Prepare meeting reports that list key issues: the names of directors of the Board and Committees that attended the meeting, questions, summaries of the answers, votes for each agenda item broken down (agree, disagree, abstain), and the names and numbers of shares held by those who are ineligible to cast votes on certain agenda items (if any).
Proposing Annual General Meeting Agendas and List of Nominees for Appointment to the Board of Directors
The Board of Directors has assigned the Company Secretary to announce to shareholders through the Stock Exchange of Thailand’s website and the Company’s Investor Relations webpage at http://www.gmmgrammy.com that shareholders may propose additional agenda items for the Annual General Meeting (ahead of time) including the names of nominees to replace directors of the board whose terms will expire, and general queries.
At the 2010 Annual General Meeting, the Company has indicated that additional agenda items will be accepted between 18 December 2009 to 31 January 2010 directly by the Company Secretary, Investor Relations Division, or the Company website, as explained in the Investor Relations webpage on the Company’s website. The Company Secretary will present candidates proposed by shareholders to the Nomination and Remuneration Committee for further evaluation of their qualifications and submission to the Board of Directors.
If the Board of Directors agree and believe it to be appropriate for the Company, the agenda and nominees will be proposed and discussed at the Annual General Meeting. For candidates that are not approved by the Board, the shareholders will be notified with supporting reasons via the Stock Exchange of Thailand and the Company website (www.gmmgrammy.com) under the heading “Investor Information” as well as announcing the information again at the Annual General Meeting
Between 18 December 2009 to 31 January 2010, there were no shareholders that proposed an agenda at the meeting or nominated anyone who was qualified as a director to the Company.
Authorizing Proxies to the Shareholders’ meetings
To protect shareholders rights who cannot conveniently personally attend the Annual General Meetings, the Board of Directors presents at least one Independent Director as an alternative to authorize as their proxy. The details are show in the proxy authorization form, which is used to attend the meeting and to cast votes on each agenda.
In the 2010 Annual General Meeting, the Board of Directors offered a list of 4 Independent Directors and there were 15 shareholders who jointly held 13,449,573 shares authorized Mr. Chai Nasylvanta, Independent Director and Chairman of the Audit Committee to act as their proxy to attend and vote on their behalf.
Accessing Company Information
The Company does not selectively offer any shareholder special treatment. Every shareholder has equal rights to gain access to sufficient disclosed information about the Company through the following channels:
| Telephone | : 0-2669-9000 |
| : GMM Grammy Plc 50 GMM Grammy Place, Sukhumvit 21 Rd. Klongtoeinuea, Wattana, Bangkok 10110 |
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| Website | : http://www.gmmgrammy.com |
| Company Secretary | : cs@gmmgrammy.com GMM Grammy Plc 40th Floor, 50 GMM Grammy Place, Sukhumvit 21 Rd. Klongtoeinuea, Wattana, Bangkok 10110 |
| Investor Relations | : ir@gmmgrammy.com Tel: 0-2669-9952, 02-669-9734 Fax: 0-2669-9737 |
| Audit Committee | : auditcommittee@gmmgrammy.com Audit Committee GMM Grammy Plc 50 GMM Grammy Place, Sukhumvit 21 Rd. Klongtoeinuea Wattana, Bangkok 10110 |
