Rights of Shareholders
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.
2022 was the year of recovery from the COVID-19 pandemic and the tendency to return to normal, but we still kept an eye on the situation. For safety reasons and protection of shareholders’ rights to attend the meeting, the Board of Directors approved organizing the 2022 Annual General Meeting of Shareholders through electronic media (e-AGM) on 20th April 2022.
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.
For the 2022 Annual General Meeting of Shareholders, shareholders and proxies had registered to attend the meeting via electronic system 7 days in advance prior to the meeting and registration would open one day on the meeting date until the end of the meeting as well as also provide stamps for proxies without any cost. 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 and are also convenient and safe during the COVID-19 pandemic.
In 2022, the Company allowed shareholders to propose the agenda of the Annual General Meeting and nominate candidates for directorship from 1st October 2021 – 15th December 2021. 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 is allowed before the end of the accounting period. After the said period, there was no agenda and nomination proposed by shareholders. In addition, the Board of Directors adheres to the policy not to add new agendas that have not been proposed in advance.
The 2022 Annual General Meeting of Shareholders was held via electronic media (e-AGM) on 20th April 2022 by broadcasting live at the meeting room of IFS Capital (Thailand) PCL, 1168/55, 20th Floor, Lumpini Tower, Rama 4 Road, Tungmahamek, Sathorn, Bngkok. On the date of the meeting, the online registration was open for shareholders until the meeting ended.
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 those 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 resolves 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.