| a. |
Approving balance sheets, operating results, and payment of dividends
- Not approve in cases where auditors have express reservations on the financial statements or issue a qualified opinion.
- Not approve when dividend payment does not comply with the company’s dividend payment policy and lacks proper reasoning for not complying.
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| b. |
Acquisition or disposal of a major asset, acquisition or leasing out the business, mergers and acquisitions, forming management contracts, and takeovers.
- Not approve in the absence of information disclosure of the acquisition or disposal of the asset , acquisition or leasing out the business, mergers and acquisitions, forming management contracts, and takeovers, where information disclosed should include details such as purpose of transaction, background information, price of transaction, etc.
- Not approve if decision is dependent on financial adviser’s guidance but fail to disclose details or the financial adviser issued an unfavorable opinion.
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| c. |
Appointment or removal of Board of Directors and Audit Committee members
- Not approve Board of Directors who attended fewer than 75% of meetings without sufficient explanatory reasons
- Not approve candidates for Board of Director position if that individual is concurrently a Board of Director at more than 6 companies listed on the Stock Exchange of Thailand.
- Not approve, if there is insufficient background information to accompany the nomination such as information regarding directorship at other companies.
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| d. |
Change of financial structure such as capital increase or capital write-downs
- Against approval of capital increases which offers existing shareholders (Rights Issue) shares greater than a 2:1 ratio (new:old) without justified reasoning.
- Against approval of capital increases without a rights issue whereby the increase results in more than a 30% dilution
- Against approval in cases where voting rights are diminished, such as grouping shareholders into several tiers or any action which causes shareholders to possess different voting rightsAgainst approval of share buybacks resulting in the Free Float receding below 20%.
- Approve capital increases where the purpose of the capital increase is clearly identified and the scheme and price is justified. Warrant issues should clearly state particulars of warrant, potential impact of dilution, exercise schedules, and any call option should not be at the discretion of directors and management
- In favor of having shareholder consent regarding allocation of shares that were not fully subscribed
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| e. |
Special renumeration given to the Board of Directors, sale of securities to the Board of Directors or employees of the company
- Against approval of special renumeration in cases where amount is not disclosed
- Not approve allocation of shares under ESOP (Employee Stock Option) programs where dilution information is not disclosed
- Not approve allocation of shares under ESOP (Employee Stock Option) programs where dilution exceeds 15%
- Against approval of ESOP (Employee Stock Option) programs where shares are offered annually and where ESOP (Employee Stock Option) shares offered each year exceeds 2% of outstanding shares (consideration on case by case basis).
- Against approval where the Exercise Price of the ESOP (Employee Stock Option) shares is more than 20% below market price (at time when ESOP (Employee Stock Option) program is seeking endorsement)
- Against provisions whereby the Exercise Price or period of the ESOP (Employee Stock Option) program can be modified subsequent to the Option having been issued, unless the change in terms arises from normal circumstances such as due to capital increases, etc.
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| f. |
Limitations on directors’ liabilities
- Against any proposal by the company to reduce or limit directors’ liabilities for losses which may arise from failure to effectively perform his/her duties.
- Approve an increase in compensation for directors’ liabilities to a director who is proven to have excelled in the performance of his/her duties.
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| g. |
Transactions and activities which may create a conflict of interest between the company and shareholders and persons related to shareholders or transactions and activities with connected parties
- Against approval of such transactions and activities which may create a conflict of interest between the company and shareholders and persons related to shareholders or transactions and activities with connected parties, in the absence of a review by a financial adviser
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| h. |
Change in the company’s business line or company’s mission
- Against approval if no clear explanation is made regarding reasons for the change in the company’s business line or company’s mission
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| i. |
Amendments to Company Articles
- Against approval if no clear explanation is made regarding reasons for amending the Company Articles
- Not approve, if the portion of the Company Articles to be changed is not specified and if the wording of the new amendment is not disclosed beforehand
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| j. |
Appointment / termination of financial auditor and approval of audit fees
- Against approval in situations where there is no disclosure of audit fee and other fees such as non-audit fees
- Against approval in cases where the auditor is associated with the company or is connected to the company in any significant way
- Not approve auditors who have not been approved by the Stock Exchange of Thailand
- The company should not employ the same auditor for over 5 years and there should be at least a 2 year lapse
- Change of auditor requires notification of reason for change
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| k. |
Other cases
- In cases other than those stated above, the fund manager must assess the pros and cons of the agenda at hand and uphold the best interests of unitholders
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