Page 41 - Charn Issara Development Public Company Limited | Annual Report 2014

Annual Report 2014 39
remuneration.
2.4 The Company considered appointing an impartial person
to count or supervise vote counting in the annual general
meeting of shareholders or extra ordinary general meeting
of shareholders and to announce the voting results to the
meeting with record in the minutes of the meeting.
2.5 The Company has arranged to have a ballot on all agenda
no matter how important they may be for transparency and
to be used as evidence for further inspection in the event
of doubt or disagreement.
2.6 Chairman of the meeting has allocated time for all
shareholders to voice their opinions and make enquiry on
unclear issue to the meeting on every related issue to the
Company, both directly and indirectly.
3. The preparation of minutes of the meeting and disclosure of
the meeting’s resolution.
3.1 The Company has prepared minutes of the meeting in details
with note of clarification, voting process with voting results
announced to the meeting before the meeting convene.
There is an opportunity provided for shareholders to make
enquiry with the record of such enquiry and its respective
response including name of the person who made enquiry
in the minutes. There is a voting result of each agenda
showing the number of those voted for, against and
abstained as a percentage of all shareholders attending the
meeting. There is a record of Directors attended the meeting,
absent with apology, all staff from different department
attended the meeting as well as those others in attendance
such as auditor, financial or legal advisor for instant.
3.2 The Company has disclosed voting results of each agenda
of the annual general meeting of shareholders and extra
ordinary general meeting of shareholders by the meeting
date or on the next working day on the company’s website.
Chapter 2 Equitable Treatment of Shareholders
The Company’s Board of Directors has a policy of equal treatment
to all shareholders, including those shareholders who are also the
Company’s management, shareholders who are not the Company’s
management and foreign shareholders.
The Board shall arrange to convene shareholders’ meeting by
treating all shareholders equally. The Company has a policy to give
an opportunity to minority shareholders to propose candidate for
Director at least 4 months in advance. There is also an opportunity
for those shareholders who cannot attend the meeting by oneself
to appoint a proxy to attend the meeting and cast vote on one’s
behalf. The minority shareholders will also be given an opportunity
to propose additional agenda prior to the date of shareholders’
meeting.
Charn Issara Development Public Company Limited
The Board of Directors has a measure to prevent its management
to use insider information for personal or others’ interest. The
Company’s Directors and managements are required to disclose
its connected transaction including those of related parties for
the Board to consider if there is any conflict of interest and if
decision made was of the Company’s interest. In this connection
the Company’s Director or management who has interest in the
connected transaction shall not involve in the decision making for
such transaction.
The Company’s Board of Directors has set out the following guideline
for equal treatment to all shareholders as follows:-
1. Information given prior to the shareholders’ meeting
1.1 The Company has a policy to give notice of the shareholders’
meeting including agenda and opinion from the Board of
Directors to the Stock Exchange of Thailand and publish
such on the Company’s website at least 28 days prior to
the date of shareholders’ meeting.
1.2 Prior to the meeting the Company shall inform shareholders
of all regulations used in the meeting, process of casting
vote including right to cast vote on each agenda.
1.3 The Company has posed notice of meeting both in Thai
and English on the Company’s website.
2. Right of minority shareholders
2.1 The Company has set out a procedure to allow minority
shareholders to propose additional agenda 15 days prior
to the date of the meeting for transparency and fairness
in consideration if such additional agenda can be included
as proposed.
2.2 The Company has set out a procedure for minority shareholders
to propose candidate for Director together with information
on qualification and letter of consent from the candidate
through the Board of Directors 4 months prior to the
shareholders’ meeting.
2.3 The Company has a policy to prevent shareholders who
are also management of the Company to propose additional
agenda without prior notice especially those important
agenda that shareholders need lead time to study
information before making decision.
2.4 The Company has stipulated that shareholders shall exercise
its right to appoint Director on an individual basis.
3. The prevention of the use of insider information.
The Company has a policy to prevent its management and staff to
use insider information for personal interest. Those management
and staff who are aware of such insider information shall refrain
from buying or selling the Company’s stock for 1 month prior to the