Recognizing the importance of the rights of all groups of shareholders, either minor shareholders or institutional shareholders, the Bank has established a policy of equitable and fair treatment to shareholders in compliance with the law and regulations.
Determination of date time and venue for shareholders’ meetings
The bank usually holds the annual general meeting of shareholders once a year within 4 months from the date of balance sheet. The bank will fix a date and time for the meeting which is normally held at the Bank’s headquarter where facilitation can be provided.
The bank may arrange an extraordinary meeting of shareholders if the Board of Directors has compelling and duly reasons to do so.
Notice of Meeting
The bank will send the notice of shareholders’ meeting to shareholders no less than 14 days prior to the meeting date in order to allow time for the shareholders to review meeting’s agenda as well as to provide the shareholders with sufficient information regarding the issues to be decided at the meeting. Each agenda will be specified whether it is for acknowledgement, approval or for consideration. The Board’s opinion will also be given for each agenda.
In addition, the bank will notify the shareholders of such meetings through a Thai newspaper for no less than three consecutive days.
Assigning a proxy to vote on their behalf in the meeting
In the case where a shareholder cannot attend the meeting, a proxy can be assigned to attend the meeting by completing a proxy form as described in the form which will be enclosed together with the notice of the meeting.
Meeting attendance and registration
To attend the shareholders’ meeting, shareholders shall present certain documents to verify their identities such as the identification card or passport. As for a proxy of a natural person, he/she must bring proxy evidence such as the completed proxy form along with a copy of identification card or passport of the shareholder. Where a proxy is assigned by a juridical person, he/she must bring proxy evidence such as the proxy form along with a certified copy of business registration certificate. The Bank will allow time for shareholders to register before the meeting begins. The barcode system will be used at the registration to facilitate shareholders.
Board of Directors Attendance in Shareholders’ Meetings
The bank recognizes the importance of shareholders’ meetings, therefore the meeting will be attended by the Board of directors and chaired by the Chairman of the Board.
Moreover, the President, Chairman of each Board Committee and the external auditor or a representative will also attend the meetings to listen to opinions and answer the questions raised by shareholders.
Shareholders’ opportunities to ask questions and give opinion, resolution and records of meetings
In the shareholders’ meeting, the Bank will explain the voting procedure and vote-counting method before the meeting begins. During the meeting, shareholders will have equal opportunity and be allowed sufficient time to give opinions and ask questions for appropriate time. The voting and counting of votes will be in an efficient and transparent manner. The vote is counted one vote per share and the resolution is by the majority votes. If the votes are equal, the Chairman of the meeting shall have one vote to decide besides the votes entitled to as shareholders. Voting tickets will be used where shareholders wish to make objection votes or abstention votes and will be kept for later inspection. The bank will record the resolutions of the meeting by classifying into approval votes, objection votes and abstention votes for each agenda in writing and will also record in details the questions, answers and opinions made during the meeting.
Shareholders having special interests in a given matter of an agenda have no right to vote on such matter except the agenda on election and removal of directors.
Click here for detail of General Meeting of Shareholders.
The Bank will pay dividends to shareholders when the Bank has profits and no accumulated losses upon an approval of the shareholders meeting. The dividends payment will be an equal amount per share.
Moreover, if the Board of Directors view that the Bank has gained sufficient profits and it is appropriate to pay dividends, the Bank may from time to time pay interim dividends to shareholders and report in the next shareholders’ meeting.
The remaining profits from dividend payment by the resolution of shareholders’ meeting or the remaining profits from interim dividend payment will be reserved as deemed appropriate by the Board or allocated as reserve capital of the Bank.
The payment of dividends will be made within one month from the date of shareholders’ meeting or the date the Board of Directors, as the case may be, has passed the resolution. The Bank will notify the shareholders by mail and publish the announcement of dividends payment in a newspaper.
The Annual General Meeting of Shareholders is to appoint the auditors and approve the annual audit fees every year. Ex-auditors may be re-appointed, but the auditors must not be directors, staff, employees or having any positions in the Bank. The list of auditors must also be approved by the Bank of Thailand.