Corporate Governance Policy
Rights of Shareholders
The Company recognizes and values the rights of the shareholders, hence it tried to promote and protect the shareholders to exercise their fundamental rights including to facilitate them to exercise their rights in various matters which shareholders should receive equally such as the dissemination of information related to the Company, details of the exercise of rights in various matters through the news system of the Stock Exchange of Thailand and the Company’s website. Including providing the shareholders to propose the meeting agenda and to nominate the persons to be the Company’s directors and providing an opportunity to ask questions on various agendas via the website, to exercise of Voting right on significant issues including the approval of dividend payment etc. The Company will not do anything that violates or deprives the rights of shareholders. In addition, the Company also promotes the shareholders especially the institutional investors to attend the shareholders’ meeting through the coordination of the Company’s investor relations unit.
Equitable Treatment of Shareholders
The Company has set the policy to support and emphasizes fair treatment to all shareholders equally and fairly to protect the basic rights of all shareholders especially the minority shareholders who may have been violated and should receive the opportunity to get the compensation.
The Company has published the invitation letter together with supporting documents for each meeting agenda on the Company’s website www.lh.co.th under the topic “Investor Information I Information for Shareholders I Invitation to Shareholders Meeting” at least 30 days in advance prior to the meeting date so as to allow shareholders to have enough time to study the information supporting each agenda before receiving the information in form of the hard copy documents from the Company. The Company has sent the invitation letter together with the supporting documents for the agenda of the shareholders’ meeting and also supporting documents for attending the meeting to shareholders in advance. The documents sent to shareholders consist of a registration form, a copy of the minutes of the Annual General Meeting of Shareholders No 1/2021, details of the meeting agenda, supporting documents for each agenda together with the opinions of the Board of Directors, the method of voting and guidelines for attending of Electronic Meeting by Inventech Connect. In such case that the shareholder cannot attend the meeting, the Company has sent the Proxy forms in the form prescribed by the Ministry of Commerce along with the profiles of all independent directors as proxies so that the shareholders who are unable to attend the meeting in person can choose to appoint any persons or an independent director whom the Company has designated as a proxy in the shareholders’ meeting. In addition, shareholders can also browse and looking at the documents such as invitation letter, documents for attending the meeting, which appears in the registration form delivered or disclosed on the website.
The Company has used the Company’s office as a place of meeting at the 37th floor, Q House Lumpini Building, No.1 South Sathorn Road, Thungmahamek, Sathorn, Bangkok. The meeting was conducted in the form of electronic meeting (E-AGM) only, pursuant to the Royal Decree on Teleconferences through Electronic Means B.E. 2563 (2020) including but not limited to other related rules and regulations and the on-site meeting was not available. Prior to the meeting, the Company had sent the meeting invitation declaring the method of the meeting. The Company appointed Inventech System (Thailand) Company Limited, a service provider certified by the Electronic Transactions Development Agency, to facilitate the Electronic Meeting and broadcast the live meeting to the shareholders as well as to conduct the registration and vote counting process.
At the shareholders’ meeting, the Chairman of the Board of Directors is a Chairman of the meeting and has Chairman of sub-committees and Company’s directors attended the meeting. Before the meeting started, the secretary of the meeting had explained the voting method, vote counting, the ballot used and disclosure of the vote counting results in each agenda for transparency of the meeting as well as giving the shareholders equal opportunities to express their opinions, suggestions and asking their questions. The Chairman then answered the questions and gave complete information to the shareholders as well as allocating sufficient time to discuss each agenda.
The Annual General Meeting of Shareholders No. 1/2022 had a total of 1,446 shareholders and proxies, counting the number of shares of 6,505,466,656 shares (or representing 54.44%) which is more than one-third of the total number of shares which is 11,949,713,176 shares. Mr. Naporn Sunthornchitcharoen presided over the meeting with Mr. Nantawat Pipatwongkasem, director and secretary of the Board of Directors acting the secretary of the meeting with the directors attended the meetings of 9 persons (100%) as follows :
|1. Mr. Naporn Sunthornchitcharoen||Chairman, Chairman of the Meeting|
|2. Mr. Pakhawat Kovithvathanaphong||Independent Director and Chairman of Audit Committee|
|3. Mr. Piphob Veraphong||Independent Director and Chairman of Nomination and Remuneration Committee and Audit Committee|
|4. Mr. Bundit Pitaksit||Independent Director and Chairman of the Risk Management & Sustainable Development Committee, Audit Committee and Nomination and Remuneration Committee|
|5. Mr. Wit Tantiworawong||Director, Managing Director (Support), and Risk Management & Sustainable Development Committee|
|6. Mr. Watcharin Kasinrerk||Director, Managing Director (Operation), and Risk Management & Sustainable Development Committee|
|7. Mr. Chokchai Walitwarangkoon||Director, Managing Director (Operation - Condominium Project)|
|8. Mr. Achawin Asavabhokhin||Director|
|9. Mr.Nantawat Pipatwongkasem||Director and Senior Executive Vice President, Company Secretary, Risk Management & Sustainable Development Committee|
Also on this day, the Company had also invited the auditor from EY, who is Ms. Rosaporn Decharkom, the Company’s external auditor to attend the meeting and answered any relevant issues. In addition, the Company also invited independent legal consultant to observe the meeting and to responsible for conducting the meeting to be transparency, legally in accordance to the law and regulation including the Company’s Article of Association and acted as a person who count the voting-count of each agenda.
For the minutes of the Shareholders’ meeting, the Company has clearly recorded the meeting information including the list of directors attending the meeting, the significant questions and Company’s clarification, the details of the resolution of each agenda which the Company has disclosed the meetings’ resolution and the results of the voting within the following business day from the date of meeting to inform the shareholders through the SET Portal of the Stock Exchange of Thailand and also sent to other related parties within 14 days from the meeting date, including the disclose of minutes, both in Thai and English, through the website of the Company www.lh.co.th so that the shareholders can access to the information instantly without need to wait until the next meeting. Afterwards, the minutes will be submitted to the shareholders for approval in the next shareholders’ meeting.
The Company has resolved to adopt the following treatments :
- At the shareholders’ meeting, each agenda will be proceeded in the order that has mentioned in the invitation letter. The Company shall not add any agenda to the meeting without prior notice to the shareholders. This is to ensure that the shareholders have sufficient time to study the information which supporting each agenda before making their decision.
- The Board of Directors resolved to allow the Company to provide the opportunity to shareholders to have the rights to propose additional agenda items in advance which the Company has notified all the shareholders to acknowledge through the website of the Company www.lh.co.th and website of the Stock Exchange of Thailand including the method for proposing the agenda and criteria for considering adding agenda to the meeting agenda clearly in advance. The Company’s independent directors shall consider and screen the agenda proposed by the shareholders before submitting to the Board of Directors. The matters approved by the Board of Directors will be included as the agenda for the next meeting. For the proposed agendas which are not approved by the Board of Directors, the Company will inform the shareholders with the rationale on the Company’s website.
- The Board of Directors has resolved to allow the Company to allow its shareholders to nominate persons to be elected as directors. The nominated candidates must have all the qualifications specified by the Company and must give their consent for nominating as well in order that the Nomination and Compensation Committee of the Company will then proceed in accordance with the recruitment, scrutiny and selection process of the names of persons proposed before submitting to the Board of Directors for further consideration. Any person who is approved by the Board of Directors, the name will be included in the agenda for election of the directors of the Company at the next meeting. For the name that is not approved by the Board of Directors, the Company will notify the shareholders of this matter with the rationale on the website of the Company or other appropriate information dissemination channels. This year, no shareholder proposed any additional agenda or nominate a person to be elected as a director in any way.
- Propose a list of all independent directors as an alternative for proxy and can choose to appoint any independent director as a proxy. The proxy form is in the form prescribed by the Ministry of Commerce. The form is in the pattern that the shareholders can determine the direction of their votes by themselves. This measure is to encourage the shareholders to exercise their rights to attend the meeting and to vote on each agenda.
- Encourage shareholders to use ballots for every agenda by providing the ballots separately for every important issue so that shareholders can vote as they deem appropriate. The ballots will be collected in the meeting room so that there will be counted and combine the scores for the calculation with the votes that have been voted in advance in the proxy form before making the announcing of the resolution of the votes in the meeting room.
- The election of the director to replace those who retired by rotation, the Company also allows the shareholders to exercise the rights to elect the directors individually.
- The Company has set the measures to prevent the use of inside information for benefit of directors and executives. The directors and executives will have the responsibility to submit the reports of their interests and those of their related parties, as well as their shareholdings including those of their spouses and children under age and have to report every time such shareholdings was changed whether by a purchase, sale, transfer or acceptance of transfer of securities.