Recognising the importance of the rights of shareholders, the Company refrains from any act that may violate or curtail the rights of the shareholders, for instance, rights to attend shareholders' meeting and vote, rights to grant proxy to any one to attend the meeting and vote on behalf, rights to ask make comments and ask questions in the shareholders' meeting, rights to appoint directors and rights to appoint external auditors and determine auditors' fees, etc.
Determination of date, time, and venue of the Annual General Shareholders’ Meeting
The organization of the Annual General Shareholders’ Meeting shall be held within four months from the annual financial statement closing date. The Company will fix the date, time, and place where the meeting shall be held. The facility offered is deemed to support all groups of shareholders, including institutional shareholders, to attend the Annual General Shareholders’ Meeting of the Company. The policy is to avoid holding meetings on holidays and commercial bank holidays. The meeting starts at 8.30 to 16.00, and will allow for every shareholders to send a registration from or a proxy to the Company for pre-registration. The meeting will be held in the Greater Bangkok Metropolitan Area or in the vicinity where the Company Headquarter is located so that shareholders can easily attend the meeting. Information on the date, time, place, and agenda, will be provided with description and rationale for each agenda, or to support a consensus specified in the invitation to the Annual General Shareholders’ Meeting and Extraordinary Shareholder’ Meeting, or in the attachments to the meeting agenda. The shareholders will not be restricted from accessing the Company’s information. The Company may call an Extraordinary Shareholders’ Meeting if the Board of Directors deems it necessary.
The Company allows the shareholders to suggest additional agendas, nominate directors, and send questions regarding the company before the meeting date through the channels and under the criteria expressly specified, to ensure fairness and transparency.
Invitation to the meeting
According to the Articles of Association of the Company, it is specified that invitations shall be sent to the shareholders at least 7 days before the shareholders’ meeting. However, in practice, the Company’s policy is to send invitations to meeting together with supporting documents, both in Thai and English languages, at least 21 days prior to the shareholders’ meeting. However, the sending of invitation may change depending on the situation and readiness in each circumstance, but it should not be later than the timeframe specified by law and the Company’s Articles of Association. This is to allow shareholders sufficient time to consider the meeting agenda and matters to present to the meeting with sufficient details to support decision making. It will be clearly specified whether each matter is for acknowledgement, for approval, or for consideration. The invitation will also include the opinion of the Sub-Committees related to the respective matter and the opinion of the Board of Directors on the relevant matters.
The Company publicizes the invitation to the Annual General Shareholders’ Meeting (complete version) in a Thai daily newspaper at least three days before the meeting date and on the Company’s website at http://www.pruksa.com or http://www.psh.or.th , both in Thai and English (full version) at least 30 days before the meeting, in order to facilitate both Thai and foreign shareholders. The shareholders shall be informed of the date, time and place, meeting agenda, and information relevant to the matters that require decision-making during the meeting, sufficiently and in a timely manner.
Shareholders’ attendance and registration process
In attending a meeting, shareholders should carry a document showing their identity, for example, an ID card or passport. In case of attendance by proxy of a natural person, the documents of the appointer must also be produced, e.g. filled-out proxies from, a copy of ID card or passport. In case of a proxy of a juristic person, the documents of the appointer must be produced, e.g. a filled-out proxy from and a certified copy of the corporate registration certificate. The Company also allows the shareholders to the meeting in advance of the meeting time.
Stamp duty service
In order to facilitate a proxy who attends a shareholders’ meeting, stamp duty will be supplied without any charge at the registration desk in order to reduce burden for shareholders to bring their own
Attendance of shareholders’ meeting by the Board of Directors and the Chairman of the Board of Directors
The shareholders’ meeting is considered very important by the Company and the directors will normally attend such a meeting, which is usually chaired by the Chairman of the Board of Directors. In addition, the Chairman of each Sub-Committee, the Highest Ranking Executive (Group CEO), the top four executive, external auditors, or representatives will also attend the meeting to listen to comments and answer queries of the shareholders.
Offering of Opportunity for Shareholders to Query/Comment
At a shareholders’ meeting, the Company will disclose information about the method of vote casting. During the meeting, every shareholder will have an equal opportunity to present their views and discuss such within the appropriate timeframe. Each share shall have one voting right. If the votes are equal, the Chairman of the meeting will have the final vote in addition to voting in the right as a shareholder.
A shareholder with special interest in a particular agenda shall not vote in that agenda, except for the appointment or removal of directors.
Determining the Meeting Agenda
At a shareholders’ meeting, if an agenda has several items, the Company will provide details for each item and resolution shall be sought for each item, such as the election of BOD members, determination of director power and director remuneration.
The Company will avoid adding “others” agenda that are not specified in the Meeting agenda in advance as it might not be fair to other shareholders who are present at the Meeting who does not get to vote in a resolution.
The Company allows for the presence of independent individuals for vote counting and checking in the Annual General Shareholders’ Meeting and an extraordinary shareholders’ meeting, including disclosure to the Meeting of the results and recording the Meeting Minutes.
The use of ballots
The Company supports the use of ballot, both for the general legal matters and for important matters such as connected transactions, acquisition or disposition of assets, etc., for transparency and traceabikity in case of future objections.
Recording of the Meeting Minutes
The Company records minutes of the meeting, including when it has informed the shareholder of the voting method, vote counting, and use of before the meeting commences. The Company also records the list of directors present at the meeting, directors who sent their apologies for nonattendance, questions, answers, replies, opinions, and resolutions of the meeting for each agenda. Voting is divided into agreement, disagreement, and abstaining votes. The foregoing information is recorded in writing in the meeting minutes in details so as to inform shareholders who cannot attend the meeting and to allow for examination of participation of the Board of Directors in each shareholder’s meeting. In case where any member of the Board of Directors has a stake in a particular agenda, the said member shall not be present at the meeting and shall therefore have no voting right in that agenda, except for an appointment or removal of a Director.
The disclosure of resolutions of the shareholders’ meeting
The Company will disclose the resolutions and the voting results immediately after the meeting or the following morning at the latest by sending such information to the SET and disclosing the same on the Company’s website at http://www.pruksa.com
The Board of Directors may consider paying annual dividend of the Company, which requires approval of the shareholders’ meeting. Dividends can be paid to shareholders only when the Company has earned profit from its operation without any accumulated losses. The dividend amount is divided equally by the number of shares.
According to the Company’s dividend payment policy, the Company will pay an annual dividend to its shareholders twice a year at a rate of not less than 50.0% of the Company’s net profit in the consolidated financial statement after deduction of all legal reserves. In making dividend payments, the Company will consider both the operating results and long-term returns of the shareholders.
If the Board of Directors finds that the Company has earned sufficient profit to pay dividend, the Board of Directors may consider paying interim dividend payment from time to time, and inform the shareholders of such at the next Shareholders’ Meeting. The residual amount of annual dividend payment or interim dividend payment shall be allocated to legal reserves as the Board of Directors deems appropriate, or as capital reserve of the Company.
The payment dividends shall be made within one month from the date of the shareholders’ resolution, or one month from the date of the Board of Directors’ resolution in case of interim dividend payment. The shareholders will be informed in writing of the dividend payment, which will also be announced in a local newspaper.
The Annual General Shareholders’ Meeting will appoint the Company’s auditors and fix the audit fees, based on the suggestions of Board of Directors. The Company’s auditors shall not be a director, officer or employee or anyone who holds any position in the Company.