SCI Annual Report 2015

In addition, the Company manages to support and facilitate the shareholders’ right exercise as follows:
• The Company assigns the Board of Directors to arrange Shareholders’ Meetings invitation letters together with
meeting agenda and related documents with adequate facts for the shareholders to consider at least 7 days
prior to the meeting date or to comply with the Securities and Exchange Commission and the Stock Exchange of Thailand.
• During shareholders’ meetings, chairman of the meeting will clarify the rules for the meeting including the process of
voting and allocate sufficient time for the meeting.
• The Company provides shareholders to submit comments, suggestions, and questions prior to the shareholders’ meet
ings date.
• The Company provides equal opportunities for the shareholders to make enquiries, to express their views or
suggestions. Therein, all the Company’s directors and relevant management are present to answer the questions that
are raised. Every question-and-answer issue and all the significant opinions are recorded in the minutes of meeting
to facilitate the shareholders’ scrutiny.
• In the case where shareholders are unable to attend the meeting in person, the Company allows him/her to assign
an independent director or any person to attend the meeting on his/her behalf by filling in one of the proxy forms
attached with the meeting invitation letter.
Annual Report 2015
Category 2: The Equitable Treatment of Shareholders
The Company will treat every single shareholder equally and fairly whether the shareholders’ are executives, shareholders
who are not executives, foreign shareholders, and minor shareholders. The Company performed the following principles:
• The Board of Directors will not unnecessarily conduct un-informed agenda to the meeting without prior notifying to
the shareholders, especially, the significant agenda that the shareholders need some times to make a prudent study
before making a decision.
• Encourage shareholders to use the proxy forms as an alternative for shareholders to appoint one of the directors to
attend the meeting as their proxy and vote on their behalf.
• Independent directors are assigned by the Company to be responsible for looking after the minor shareholders. The
minor shareholders are entitled to propose any suggestions, comments or complaints to the independent directors.
The independent directors will conduct an investigation and determine appropriate remedies, including such
significant ones as connected transactions, acquisition or disposition of the Company’s assets, independent directors
will propose such matters at the next shareholders’ meetings in order to consider and determine the agenda for the
shareholders’ meetings.
• Encourage to exercise the rights such as provide opportunity for minor shareholders to propose agenda items in
advance for the meeting, provide opportunity for minor shareholders to propose persons to be appointed as direc
tor in advance at appropriate time, together with information of qualifications for consideration and the consent of
the nominees.
• The Company has set up measure to prevent “Insider Trading” by relevant persons who are directors and executives
related to the inside information (including their spouses and minors). In case that staffs or executives discloses or
makes use of the Company’s inside information for seeking his/her own personal interests. Heavy penalty, and firing
or dismissal, will be considered.
• Encourage the use of voting on the significant major shareholders’ meeting agenda such as the relevant transactions
operation, the acquisition or disposition of assets and so on, in order to ensure transparency and accountability, in
case of there is a dispute thereafter.
• Provide opportunity to the shareholders to exercise the right in appointment directors individually.
• At a shareholders’ meeting, directors and executives will disclose information about their interests on each agenda,
so the Board can consider the transactions that may have a conflict of interest and can decide the overall benefit
of the Company. However, a director or executive who has interests in the matter under consideration shall not join
the meeting and abstain from voting.
157