INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

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SAHA-UNION
• Shareholders have the rights to determine the remunerations of the Company’s Board of Directors, whose agenda
shall be considered and approved every year.
• For the agenda concerning the Board of Directors’ Remunerations, the Company shall propose the remuneration
determination policy and criteria with information about each position’s remuneration rate, which has been
considered by the Nomination and Remuneration Committee.
• For the agenda concerning the Board of Directors election, the Company shall allow Shareholders to cast a vote
either for an individual or for the whole board. The new Board of Directors shall be nominated, or the old Board
shall be proposed to continue their position after passing the selection process from the Nomination Committee.
Records and experiences of each committee member shall be provided.
• For the agenda concerning dividend payment consideration, the Chairman shall announce the Company’s
dividend payment policy, including the criteria and rationale of the dividend amount proposed for approval
this year, which is more than specified in the policy, together with the rate of investment returns, which is more
appropriate and higher than the fixed deposits interest rates of financial institutions. All Shareholders have the
equal rights to cast their votes for consideration of such agenda.
• For the agenda concerning appointing the auditors, the Chairman shall nominate more than one auditor working
for the same audit office and inform the audit records and the year of experience as the Company’s Auditor to
the Shareholders. The nominated auditors shall have qualifications as prescribed by the Office of the Securities
and Exchange Commission, and have their independency without relationship with the Company or the Board
of Directors, or the management. Information about the audit fee shall also be submitted to all Shareholders for
consideration and voting.
• The Chairman shall allow Shareholders to ask questions or express opinions concerning the meeting’s agendas,
which shall be answered by the President or related Directors until Shareholders’ satisfaction. Opinions and
suggestions shall be taken into consideration for future implementation. The Minutes of the Meeting shall contain
all points of questions and answers.
• The Minutes of Shareholders’ Meeting shall clearly record all resolutions to each agenda, together with a record of
vote counting of all choices, namely “Vote for”, “Against”, and “Abstention” for all agendas. The Chairman shall notify
the voting result processed by the computerized system for vote counting in each agenda. Moreover, the Minutes
of the Meeting shall contain all matters of each agenda and submitted to the Stock Exchange of Thailand within
14 days after the meeting, with an effective storage system for inspection and reference at all time. Shareholders
are entitled to access the said information through the Company’s website at www.sahaunion.co.th.
1.4 The Company shall not add other agendas proposed to Shareholders for consideration than those described in the
letter of invitation to the meeting.
1.5 The Company’s shareholding structure is not for the purpose of building a defense mechanism against taking over; however,
the cross-shareholding structure in the group has been observed for about 30 years for the purpose of management,
production and distribution to maximize the Shareholders’ benefits and to avoid the problems of conflicts of interest.
• The Company’s shareholding structure is not of a pyramid shape. Previously, there have been corrections on
the cross-shareholding structure to eliminate the relevancy.
• The Company’s Board of Directors collectively owns no more than 25% of the Company’s issued shares.
• The Company has more than 40% free-float shares of all issued shares; as a result, Shareholders shall be entitled
to trade
2. EQUAL TREATMENT TO ALL SHAREHOLDERS
2.1 The Company has a policy to treat all Shareholders equally and not to violate the rights of minor and foreign Shareholders
• According to the rights to vote under the Company’s Articles of Association, one share is entitled to one vote.
Whether they are major, minor or foreign Shareholders, they all have equal rights.
• The Board of Directors shall answer all the questions of the minor and the foreign Shareholders in the meeting.
• Before the meeting date, the Company shall disclose information on how the Company’s Shareholders can
propose an agenda or data to the Company for consideration in the meeting, which can be made through the
Company’s website from 1 month before the last day of the fiscal year or 4 months before the meeting date.