Rights of Shareholders
The Board of Directors recognizes the basic rights of all shareholders (natural persons, juristic persons or institutional investors) and encourages each shareholder to exercise their rights such as
i) the right to receive a share certificate and to purchase or repurchase by the Company’s sale or transfer of shares, ii) the right to share in the profit/dividend of the Company, iii) the right to consider and approve the remuneration for directors every year, iv) the right to participate and vote in the shareholders’ meeting to elect or remove members of the Board, v) the right to appoint the company’s auditor and determine auditor’s compensation, and vi) other rights to make decisions on any transactions that create major effect to the Company, such as dividend payment, amendments to the Company’s Articles of Association or the Company’s by-laws, capital increases or decreases, and the approval of extraordinary transactions etc.
Last year, to maintain the right to attend the 2023 Annual General Meeting of Shareholders as mentioned above and to increase the option to attend the meeting, the Company organized the 2023 Annual General Meeting of Shareholders as a hybrid meeting (Physical & e-AGM) at the meeting venue and through an electronic media on 18th April 2023.
The Company distributes the invitation letters to the Annual General Meeting and other supporting documents, including the three proxy forms: Form (A) general and simple, Form (B) containing specific details, and Form (C) for foreign shareholders who have custodians in Thailand. We also distribute the document needed including details in a clear, correct, and sufficient manner at least 21 days before the meeting date. Additionally, the Company also publishes information on this matter on the website 30 days before the meeting date and publishes the invitation letter to the Annual General Meeting in the newspapers for three consecutive days before the meeting takes place at least three days.
For the 2023 Annual General Meeting of Shareholders, shareholders and proxies registered to attend the meeting via electronic system 7 days in advance before the meeting and registration would open one day on the meeting date until the end of the meeting as well as also provided stamps for proxies without any cost. The Company does not engage in any activity that would restrict the rights of the shareholders. All shareholders have the same basic rights to attend the meeting for the entire period of the meeting.
Last year, the Company allowed shareholders to propose the agenda of the Annual General Meeting and nominate candidates for directorship from 1st October 2022 - 15th December 2022. The criteria for proposing and nominating are disclosed on the Company’s website www.ifscapthai.com under the subject “Investor Relation” → “Shareholder Meetings”, as well as through the SET’s channel which is allowed before the end of the accounting period. After the said period, there was no agenda and nomination proposed by shareholders. In addition, the Board of Directors adheres to the policy not to add new agendas that have not been proposed in advance.
The Company held a hybrid meeting (physical & e-AGM) for the 2023 Annual General Meeting of Shareholders on 18th April 2023 by broadcasting live at the meeting room of IFS Capital (Thailand) Public Company Limited, 1168/55, 20th Floor, Lumpini Tower, Rama 4 Road, Tungmahamek, Sathorn, Bangkok. Shareholders attended the meeting either at the meeting room of IFS Capital(Thailand) Public Company Limited, or through electronic media under the Emergency Decree on Meetings via Electronic Media B.E.2563 (2020), including other related laws and regulations, and according to the Company’s Articles of Association. On the date of the meeting, the online registration was open for shareholders until the meeting ended.
Before commencing the meeting, the Chairman of the Meeting introduces the Board of Directors, Management Team, auditors, and legal advisors to the Meeting and then the Secretary to the Meeting explains all rules and regulations applicable to the Meeting, including the counting methods for voting in each agenda. The Chairman allows attendees to give opinions or suggestions, and ask queries in each agenda. After that, the Chairman and the management team answers/explains on those matters, then, the Chairman proceeds the voting of each agenda in consecutive order by providing scrutineers/inspectors to count and or validate the votes without adding new agenda that has not been notified to the shareholders in advance, except the Meeting resolves that the order of the meeting agenda should be changed with the votes of at least two-third (2/3) of the total shareholders who attend the meeting.
The 2023 Annual General Meeting of Shareholders went well according to the Company’s Articles of Association. The agenda is comprehensively discussed as detailed in the invitation letter without adding any other agendas or changing significant information without prior notice to shareholders. Details of every Annual General Meeting are recorded in the minutes and the resolutions concluded with the votes. The voting system for the Annual General Meeting was in accordance with Thailand Securities Depositories’ Standards ensuring correctness and transparency in the counting process. Shareholders are able to see the voting result on each agenda immediately after the counting process is finished.
The Company will inform all shareholders of the meeting resolutions via the SET’s available channels immediately on the meeting date. The meeting’s minutes will be compiled with key information covered, while questions and comments will also be recorded. The meeting’s resolutions will be disclosed on the Company’s website and will be submitted to the SET within 14 days from the meeting date, while the minutes will be kept at the Company’s office premises.