The following principles are set to protect and facilitate the exercise of shareholders’ rights
A) Big C protects basic shareholders’ rights as follows:
- Right to secure ownership registration
- Right to convey or transfer shares
- Right to share the profits of the corporation
- Right to obtain relevant and material information on the corporation on a timely and regular basis
- Right to participate and vote in general shareholder meetings
- Right to elect and remove members of the board
B) Big C Shareholders have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as:
- Amendments to the statutes, or articles of association or similar governing documents of the company
- The authorization of additional shares
- Extraordinary transactions, including the transfer of all or substantially all assets, which in effect result in the sale of the Company.
C) Big C Shareholders have the opportunity to participate effectively and vote in general shareholder meetings and are informed of the rules, including voting procedures that govern general shareholders’ meetings:
- Big C Shareholders are provided with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
- Big C Shareholders can ask the Board questions, including those related to the annual external audit, to add more items onto the agenda of general meetings, and to propose amendments to Articles on Association of the Company.
- Big C supports effective shareholder participation in making key corporate governance decisions, such as the nomination and election of board members. Shareholders are able to make their views on the remuneration policy known to board members. The subject of equity in compensations for board members shall be subject to shareholders’ approval.
- Big C Shareholders shall be treated equally and given equal opportunities to vote either in person or by proxy.
D) Any shareholders’ agreement that enables certain shareholders to obtain a degree of control disproportionate to their equity ownership will be disclosed in the Annual Report.
E) Markets for corporate control should be allowed to function in an efficient and transparent manner.
- The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur with transparency and under fair conditions that protect the rights of all shareholders according to their share classification.
- Anti-takeover devices should not be used to shield management and the board from accountability.
F) Big C shall facilitate the exercise of ownership rights by all shareholders.
G) Big C shall not cause any obstacle for shareholders to consult with each other on issues concerning their basic rights as shareholders.
Examples of our implementation of the principles outlined above:
- The Company has appointed TSD as the Company’s share registrar
- The Company proposed dividend on a regular basis and in line with the dividend payment policy
- The Company provided sufficient information on a timely basis. Shareholders can access the Company’s information through the Company’s investor relations website. The Company gathered beneficial information for shareholders and investors and updated them on a regular basis.
- The Company provided shareholders with a clear AGM agenda in accordance with the law and in line with best practice guidelines in keeping agendas for directors’ appointments and remunerations separated.
- The Company promoted shareholders’ right to participate in the AGM as follows:
AGM 2016 Shareholders’ privileges in relation to the meeting Shareholders were given opportunities to propose an agenda, nominate directors or ask questions prior to the meeting. 29 September to 31 December 2015 More than 3 months Date and venue of the meeting Monday, 25 April 2016,
at Arnoma Hotel Bangkok
- Easy to access, with many modes of public transportation (by bus or BTS etc.);
- Used recorded dates to identify shareholders who could attend the meeting.
Registration starts 12 p.m. 3 hours before the meeting commenced Meeting started 3 p.m.
- Used barcode for e-registration and e-voting;
- Dispatched staff to check and facilitate registration documents;
- Institutional investors could register early.
Published details about the meeting on the company’s website under “investor relations” 4 April 2016 21 Days prior to the meeting Sent meeting details by post 15 April 2016
- 9 Days prior to the meeting, available both in Thai and English;
- Clear agenda, such as separation between directors’ election and directors’ remunerations;
- Each agenda has clear purposes, e.g., for information or for consideration. The Board’s opinion is also clearly presented;
- Documentation required at the meeting, meeting regulations and voting requirement are specified;
- All types of proxy are included in the announcement of the meeting
Advertisement in newspapers 18-20 April 2016 Submitted shareholders’ resolutions to SET 25 April 2016 Published minutes of the meeting on the Company’s website, under “investor relations” 9 May 2016 Within 14 days after the meeting
- Transparency and governance of the AGM proceedings
- Before the meeting started, the Chairman of the Meeting assigned a person to introduce the Board, executives, external auditor, legal advisor who supervised the vote counting process and provided explanation (if any) to the meeting. Shareholders at the AGM were briefed on meeting regulations which include voting procedure, void ballot criteria, ballot collection, vote counting and announcement and required votes for each agenda according to the Company’s Articles of Association.
- During the meeting, shareholders could share opinion or make inquiries on each agenda. An Interpreter (from Thai to English) was hired for foreign shareholders. Key questions and responses were recorded in the minutes of meeting.
- All decisions were based on one share - one vote principle. Ballots were used for every agenda under consideration. Particularly the election of directors, voting was proceeded on an individual basis. The Company could not use cumulative voting, as it is obliged to comply with the Company’s Articles of Association. Ballots for all votes were collected for the election of directors (for, against, and abstention).
- Shareholders considered remunerations for the Board and subcommittees. The subcommittees included the Audit Committee and the Corporate Governance Committee.
- No surprising agenda. At each AGM, the board does not add any new agenda for consideration other than that identified in the Invitation Letter.
- There were no obstacles for shareholders to exchange information regarding their fundamental rights.
As a result of our continuous improvement on meeting arrangements, in 2016, Big C received 5TIA score (excellent level for the 2nd consecutive years) from the Thai Investors Association.