The Board of Directors recognizes the basic rights of all shareholders (natural persons, juristic persons or institutional investors) and encourages each shareholder to exercise their rights such as
i) the right to receive a share certificate and to purchase or repurchase by the Company’s sale or transfer of shares, ii) the right to share in the profit / dividend of the Company, iii) the right to consider and approve the remuneration for directors every year, iv) the right to participate and vote in the shareholders’ meeting to elect or remove members of the Board, v) the right to appoint the company’s auditor and determine auditor’s compensation, and vi) other rights to make decisions on any transactions that create major effect to the Company, such as dividend payment, amendments to the Company’s Articles of Association or the Company’s by laws, capital increases or decreases, and the approval of extraordinary transactions etc.
The Company distributes the invitation letters to the Annual General Meeting and other supporting documents, including the three proxy forms: Form (A) general and simple, Form (B) containing specific details, and Form (C) for foreign shareholders who have custodians in Thailand. We also distribute the document needed including details in a clear, correct, and sufficient manner at least 21 days prior the meeting date. Additionally, the Company also publishes information pertaining on this matter on the website 30 days prior to the meeting date and publishes the invitation letter to the Annual General Meeting in the newspapers for three consecutive days before the meeting takes place at least three days.
The Company allowed shareholders to propose agenda of the Annual General Meeting and nominate candidates for directorship during 1st October – 15th December 2020. The criteria for proposing and nominating are disclosed on the Company’s website www.ifscapthai.com under the subject “Investor Relation” → “Shareholder Meetings”, as well as through the SET’s channel which allowed before the end of the accounting period. In addition, the Board of Directors adheres to the policy not to add new agendas that have not been proposed in advance.
Due to the continuous outbreak of the Coronavirus 2019 (“COVID-19”) in many countries around the world, including Thailand, especially during the months of March – May 2020, the Thai government had declared a state of emergency throughout the Kingdom of Thailand, and the Bangkok Metropolitan Administration had issued the announcement on the Order of Temporary Closure of Premises to control the spread of COVID-19. In this regard, the Stock Exchange of Thailand had extended the period for holding the Annual General Meeting of Shareholders of listed companies as originally scheduled for every year and within four months after the end of its accounting periods. Therefore, the Company announced the postponement of its 2020 Annual General Meeting of Shareholders (“AGM”) indefinitely through SETLINK. After the situation had eased, the 2020 AGM was held on 29th June 2020 at the Meeting Room of IFS Capital (Thailand) PCL, 1168/55, 20th Floor, Lumpini Tower, Rama 4 Road, Tungmahamek, Sathorn, Bangkok. The guidelines and measures for the 2020 AGM under the COVID-19 outbreak situation were delivered to all shareholders in advance prior to the meeting. The meeting venue is close to the MRT Lumpini station in order to facilitate the shareholders when attending the meeting. The Company selects the meeting room that accommodates the attendees appropriately. The registration would open one hour prior to the meeting, as well as arrange staff adequately to take care and facilitate the attendees in accordance with the announcement of Bangkok Metropolitan and the Department of Disease Control, Ministry of Public Health, and also provide stamps for proxies. The Company does not engage in any activity that would restrict the rights of the shareholders. All shareholders have the same basic rights to attend the meeting for the entire period of the meeting.
Before commencing the meeting, the Chairman of the Meeting introduces the Board of Directors, Management Teams, auditors, and legal advisors to the Meeting and then the Secretary to the Meeting explains all rules and regulations applicable to the Meeting, including the counting methods for voting in each agenda. The Chairman allows attendees to give opinions or suggestions, and ask queries in each agenda. After that, the Chairman and the management team answers/explains on that matters, then, the Chairman proceeds the voting of each agenda in consecutive order by providing scrutineers/inspectors to count and or validate the votes without adding new agenda that has not been notified to the shareholders in advance, except the Meeting resolve that the order of the meeting agenda should be changed with the votes of at least 2/3 of the total shareholders who attended the meeting.
The 2020 Annual General Meeting of Shareholders went well according to the Company’s Articles of Association. The agenda is comprehensively discussed as detailed in the invitation letter without adding any other agendas or changing of significant information without prior notice to shareholders. Details of every Annual General Meeting are recorded in the minutes and the resolutions concluded with the votes. The registration to attend the Annual General Meeting is made by barcode system, whereas the voting system for Annual General Meeting in accordance with Thailand Securities Depositories’ Standards ensures correctness and transparency in the counting process. Shareholders are able to see the voting result on each agenda immediately after the counting process finished.
The Company will inform all shareholders of the meeting resolutions via the SET’s available channels immediately on the meeting date. The meeting’s minutes will be compiled with key information covered, while questions and comments will also be recorded. The meeting’s resolutions will be disclosed on the Company’s website and will be submitted to the SET within 14 days after the meeting date, while the minutes will be kept at the Company’s office premise.