1.1 Shareholders' right protection policy
The company’s Board of Directors formulates the shareholder’s right protection policy in writing in 2009. The policy emphasizes on allowing shareholders to have equal rights to have access to the company’s operational performance; participating in various decision making; and protecting, promoting, and encouraging shareholders to fully exercise their rights; and not infringing shareholder’s rights. Key policies are as follows:
Policy on shareholders’ right protection
- The Board of Directors is responsible for protecting and respecting basic rights of the company’s shareholders, such as a right to purchase, sell or transfer shares, a right to the company’s profit sharing; right to obtain sufficient information about the company’s operation; right to attend the shareholder’s meeting to appoint or terminate directors and independent auditors, approve dividend payment, formulate or amend Article and Memorandum of Association, and also a right to approve capital increase or reduction and special items.
- The Board of Directors has duty to promote and support shareholders to exercise their right in various areas at the Annual General Shareholder’s Meeting, including the right to propose meeting agenda in advance, the right to nominate persons as directors, the right to submit questions to the company prior to the annual shareholder’s meeting and the right to openly express opinions and ask questions at the shareholder’s meeting.
- The Board of Directors shall not take any action which may infringe or limit shareholders’ right.
- The Board of Directors has responsibility to facilitate the applying of the shareholders’ rights such as giving the significant information updated via website, inviting the shareholders to visit the theatre, etc.
1.2 Allowing shareholders to study information prior to the shareholder's meeting
The Board of Directors and the company’s administration has implemented a policy on shareholder’s right, which covers the areas beyond those required by law, especially the right to receive information and significant information. At the Annual General Meeting of the Shareholders for the Year 2017 on 5 April 2017, the company provided sufficient opportunity for shareholders to study the information for 30 days prior to the meeting date and document of the Annual General Meeting were published both in Thai and English languages.
The information published on the company’s website: corporate.majorcineplex.com is as follows:
- Invitation to the Annual General Meeting of the Shareholders for the Year 2017
- Attachment 1: The minutes of the Annual General Meeting of the Shareholders for the Year 2016
- Attachment 2: Annual Report for the Year 2016 in CD-ROM format
- Attachment 3: Brief Biographies of Directors to be elected as Directors to replaces those retiring by rotation, and Definition of the Independent Director
- Attachment 4: Directors remuneration details for the year 2017
- Attachment 5: List of independent auditors and auditors’ remuneration
- Attachment 6: Guidelines for Proxy Appointment, Registration, and Identification Documents required for attending and voting at the Meeting of Shareholders
- Attachment 7: Profiles of Independent Directors for proxy
- Attachment 8: Proxy form
- Attachment 9: The Company’s Articles of Association with regard to the Meeting of Shareholders
- Attachment 10: Map of the meeting venue
The information and document of the Annual General Meeting of the Shareholders for the Year 2017 were published in both Thai and English languages and are the same as the printed document mailed to shareholders by Depository for Securities (Thailand) Limited (TSD), the company’s registrar. Shareholders were given sufficient time to study the information before receiving the printed document from the company 7 days in advance before the meeting.
In the meeting day, the company facilitated shareholders to exercise their rights to attend the meeting by implementing a barcode system for registration and vote counting, as well as providing the stamps for proxy authorization. The label of registered shareholders was provided for access convenience while meeting, without timeless to recheck their documents.
After the Annual General Meeting of the Shareholders for the Year 2017, the company compiled the document, including agenda, meeting resolutions, voting results, questions and shareholders’ opinion expressed at the meeting, and prepared the “Annual General Meeting of the Shareholders for the Year 2017 Minutes” for publishing on the company’s website.
1.3 Preventing limitation of shareholders' right
The company’s Board of Directors did not take any action that might infringe or limit shareholders’ right must to published all the information on its website prior to the annual general meeting of the shareholders for the year 2017. The company did not distribute additional document containing significant information during the meeting, or add or change meeting agenda or amend significant information without prior notice.
1.4 Providing convenience in shareholders' right exercising
The company provided sufficient convenience for shareholders and shareholder’s proxy to register to attend the meeting by implementing a barcode system for registration and vote counting as well as distributing voting ballots to the shareholders before the meeting began.
The company clearly stated shareholders’ meeting rules and process in the meeting invitation. The moderator of the meeting also informed the attending shareholders of the rule and voting process at the meeting. The shareholders’ meeting minutes also included a record that the meeting was informed of the rules and voting process.
The company invited its shareholders to exercise their right to site visit. The company also regularly updates information and significant information published on its website.
1.5 Giving sufficient time and opportunity for shareholders to express their opinions
The company provided opportunity for shareholders to ask questions related to the meeting agenda openly express their opinion. The chairman of the Board of Directors asked the meeting at the end of each agenda. Questions related to the meeting agenda or the company and shareholders’ opinion, as well as the answers or clarification by the Board of Directors or the company’s management were all record in the meeting minutes.
The company arranged for voice recording of the shareholder’s meeting, and disclosed the significant issues raised during in the meeting minutes for reference in the future and enable shareholders who could not attend the meeting to catch up with the meeting details.
1.6 Meeting attendance of directors
With fully respect of shareholder’s right, all the 11 members of the Board of Directors attended annual general meeting of the shareholders for the year 2017. It could conclude that the company still developed organizing the 2017 annual general meeting of shareholders as more strict than the Good Corporate Governance guideline.