The Company recognizes the importance of all shareholders’ rights, including major and minority shareholders. Shareholders’ rights include the basic rights as investors and also as owners of the Company, such as rights to buy, sell, transfer their shares; right to receive dividends from the Company; rights to attend the shareholders’ meetings; right to receive comprehensive, sufficient and timely news and information through easily accessible channels; rights to express their opinions; rights to participate in making decisions on important issues, such as election of Director, approval of important transactions affecting the direction of the business and operation of the Company, amendment of Memorandum of Association and Articles of Association of the Company.
In 2021, the Company has implemented the followings to encourage and facilitate the exercises of shareholders’ rights in the annual general meeting of shareholders:
Prior to the shareholders’ meeting
1. The Company gives shareholders the right to propose important and appropriate issues as an agenda in the Company’s annual general meeting of shareholders and to nominate candidates with appropriate knowledge, abilities and qualifications to be considered for the position of the Company’s director in advance before the annual general meeting of shareholders. Shareholders can find details of the criteria and guidelines on the Company’s website. https://investor.chularat.com/en/downloads/shareholders-meeting
Invitation Letter to shareholders
2. The Company sends invitation letters to shareholders in advance at least 21 days prior to the meeting date informing the meeting agendas and the opinion of the Board of Directors on each agenda item, together with supporting documents and information sufficient to facilitate shareholders in making their decisions and fully exercise their rights. The invitation letter package includes details of required documents in order to protect shareholders’ rights to attend the shareholders’ meeting, together with their rights to vote. Moreover, the invitation letter for annual general meeting of shareholders is posted and disclosed on the Company’s website in advance. The Company has posted and disclosed an invitation letter for an Annual General Meeting 2021 on the Company’s website at least 30 days prior to the meeting date. https://investor.chularat.com/th/downloads/shareholders-meeting
3. The Company proposes and discloses all forms of remuneration provided to Directors in the meeting for shareholders’ approval. These remunerations include an attendance fee (the rate per meeting and the number of times per year) and the criteria determining an annual bonus/reward base on annual operation result with total amount not exceeding the amount offered per year and the length of service. In 2021, the Company has adjusted the disclosure of compensation in case of “No Pay”, specifying those remuneration and other benefits that the Company has no policy to pay Directors.
Proxy to attend the shareholders’ meeting
4. In the event that shareholders are unable to attend the meeting, these shareholders have the right to authorize a person or an independent director as their proxy to attend the meeting and vote on their behalf, using one of the proxy forms sent with the invitation letter. Moreover, shareholders can download the proxy form from the Company’s website.
Registration for the shareholders’ meeting
5. The Company implements the barcode system for registration and the voting process, including the use of voting cards. This helps accelerate and ensure the accuracy of the registration and vote counting process. In addition, shareholders are able to register after the meeting has started to exercise their rights to vote on agendas that have not been voted. Upon completion of the meeting, shareholders are able to verify the details.
On the date of shareholders’ meeting
6. Before going into each agenda, the Chairman of the Board of Directors, as a chairman of the meeting, assigns the Company Secretary to inform the voting process for each agenda. During the meeting, the chairman of the meeting gives all shareholders the opportunity to comment, ask question or give opinions and suggestions on any agenda items. The Chairman and management see the importance of every questions and give precise and clear answers.
Preparation of meeting minutes and disclosure of the shareholders' meeting resolutions
7. The Company Secretary records the minutes of the shareholders’ meetings with complete and accurate details on voting results of each agenda and submits them to the Stock Exchange of Thailand (SET) and posts on the Company’s website within 14 days after the meeting date, so that shareholders are promptly informed and are able to verify