INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

SAHA-UNION
47
CORPORATE GOVERNANCE
The Board of Directors and the management have always given importance to good corporate governance and adhered to
moral and ethic principles to incorporate corporate governance in many aspects for righteousness, transparency, and fairness
to all parties concerned. The Board of Directors is responsible for appropriate information disclosure with consideration of
the rights of Shareholders related. These corporate governance principles are in compliance with the principles and good
practices for the listed companies in the Stock Exchange of Thailand, accepted by the National Corporate Governance
Committee, with details as follows:
1. RIGHTS OF SHAREHOLDERS
1.1 Apart from a right to cast a vote, the Company shall offer the Shareholders the rights to receive investments returns
in terms of dividend with equality. Minor Shareholders are entitled to the same rate of dividend as major ones and
others (if any).
The Company provides opportunities for its Shareholders to propose meeting agendas or to send questions concerning
the Company in advance for 5 months before the date of the annual general meeting of Shareholders via the Company’s
website at www.sahaunion.co.th or directly to the Company.
1.2 Invitation letter to the annual general meeting
The Company shall send an invitation letter to the annual general meeting and related documents, to Shareholders
in advance at least 14 days before the meeting date, together with:
• Minutes of the previous Shareholders’ meeting for consideration of agendas to be approved.
• Financial statements, summary of Company’s performance, the latest annual report to study before considering
the agendas of acknowledgement the Company’s performance and preparing questions and inquiries (if any).
• Various agendas were identified with objectives, rationale and the Directors’ opinions.
• Agenda of Electing the Directors, with information about the Directors, educational background, working
experience, type of Directors, which have screened by the Nomination Committee using the methods and criteria
of nomination. In case the former Directors were nominated to reelect, information about attending the previous
year’s meeting and the number of years in the Company’s Directors positions will be provided.
• Agenda of Appointing the auditors will be provided with information about the auditor’s name, auditing office,
experience, remuneration, and the independency.
• Agenda to approve the dividend payment with information about dividend payment policy, proposed rate of
dividend and rationale.
1.3 Annual General Meeting of Shareholders
• The Company encourages Shareholders to exercise their rights in attending and casting their votes. In case of
absence, a Shareholder can exercise their rights through a proxy. The Company will also enclose a Proxy Form
with the invitation letter ahead of the meeting.
• The Company shall neither limit nor violate any rights of the Shareholders.
• The Company shall facilitate Shareholders on the meeting day by providing staff to help with registration and
documentation at least 1 hour before the meeting starts.
• The meeting venue shall be conveniently reached, near the main road and sky train station. Snacks, beverages,
and souvenirs shall be provided.
• In the Shareholders’ Meeting, before the meeting starts, the Chairman shall introduce Shareholders to know
each and every Board of Directors and the management including the Chairman, the President, the Chairman
of the Audit Committee, the Chairman of the Nomination and Remuneration Committee, the Chairman of the Risk
Management Committee, Independent Directors, Directors, the Company’s Secretary, the Account and Finance
Department Manager, and the Company’s Auditors.
• The Chairman shall announce how to cast a vote, use a ballot paper, and count the votes to Shareholders before
proceeding with the meeting.