Page 162 - BTSGroup ONE REPORT 2021/22_EN

160 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l

for approval, the Company arranged for its auditor to be present. In addition, documents before the meeting date to reduce the time and procedures for
the Company encouraged all directors, members of the sub-committees, and such process on the meeting date.
senior executives to attend the shareholders’ meetings, except in case of
necessity or emergency. Procedures of the shareholders’ meetings: The Company has adopted the
following procedures as its practices of good corporate governance. Prior
Invitations and facilities for shareholders: To protect shareholders’ equal to the commencement of the shareholders’ meeting, the secretary to the
rights and not restrict their access to information, the Company prepared and meeting introduced the members of the Board of Directors, the executives,
provided the invitation to shareholders’ meeting and supporting documents and the Company’s auditor(s) and legal advisor(s) who attended the meeting.
in both Thai and English, and engaged Thailand Securities Depository Co., The secretary to the meeting also informed the shareholders’ meeting about
Ltd., its securities registrar, to undertake the delivery of the invitation to all the voting procedures and the vote count method in the meeting. Rights to
shareholders. The invitation provided adequate information regarding the vote are allocated to each shareholder according to the portion of shares held
place, date and time of the meeting, meeting agenda, objectives and rationale in the Company whereby one share is entitled to one vote. After providing
of each agenda together with the opinion of the Board of Directors, number information in each agenda item, the chairman of the meeting granted equal
of votes required for each agenda item, and other supporting documents. opportunities to all attendees to make their comments or enquiries relevant to
This allowed the shareholders to have sufficient time to study the documents the agenda. The enquiries were answered and adequate time was given for
beforehand. There were no hidden agenda or addition of other agenda that discussion as appropriate. As for the agenda on the appointment of directors,
were not stated in the invitation. The Company publicised the invitation together the shareholders cast their votes to appoint each director individually. In
with the supporting documents on the Company’s website and allowed the addition, in order to promote compliance with the principles of good corporate
shareholders to submit their inquiries at least 30 days in advance, and made governance, directors who were due to retire by rotation and were nominated
an announcement of the invitation in the newspaper for three consecutive for re-election as directors of the Company for another term left the meeting
days, at least three days prior to the meeting date. room temporarily during the consideration of such agenda.

In normal situation, the Company arranged the shareholders’ meeting at The Company arranged for minutes of meetings to be recorded correctly and
the appropriate venue that could accommodate all shareholders, having a completely so that the shareholders can inspect the same. Resolutions of the
good security system and being conveniently accessible for shareholders. meeting were clearly recorded with details of the quorum; the list of directors,
The Company used the barcode system for the registration and vote count executives, and advisors attending the meeting; the vote count method; the
to enhance transparency and provide convenience to the shareholders. The witnesses to the vote count; and the voting results, i.e. approvals, disapprovals,
registration opened at least two hours prior to the meeting. In addition, the and abstentions. Furthermore, comments, suggestions, questions, and answers
Company arranged for its officers to welcome and facilitate at the meeting, which were significant and relevant to each agenda were recorded in the
and also set up an Investor Relations desk where investor relations officers minutes. The Company reported a summary on significant meeting resolutions
provided information as well as answered shareholders’ questions in relation through the SET’s website within the meeting date or no later than 9.00 a.m.
to the Company’s businesses. The Company also provided stamp duties for of the following business day. The minutes of the shareholders’ meeting was
attendees by proxy. To facilitate the shareholders who are institutional investors submitted to the SET within 14 days from the meeting date and publicised
or who hold shares through custodians, the Company provided an opportunity on the Company’s website.
to such shareholders to verify their names, information, and supporting