The Company fully recognises and gives great importance to its Shareholders, who are owners of the Company and who have various inherent equal basic rights; whereby the Company will not act in any way whatsoever that violates or deprives such rights of its Shareholders, including restricting any opportunities for Shareholders to receive Company-related information or to attend Shareholders Meetings.
As such, the Company has determined various policies and procedures guidelines, based on the principles of good corporate governance, aimed at ensuring that the following basic rights of all Shareholders are fully upheld as well as protected:
- The right to register their ownership of the shares of the Company.
- The right to transfer the ownership and rights relating to those shares owned.
- The right to receive and be informed of any Company-related news or information of any significance in a regular and adequate manner.
- The right to attend the Company's Shareholders Meetings, in order to exercise their votes.
- The right to elect or discharge Company Directors.
- The right to review and approve compensation for the Directors of the Company.
- The right to appoint external auditors of the Company together with the associated audit fee.
- The right to receive a share in the net profits of the Company (or dividend payments).
- The right to participate in the decisions of the Company (as well as be informed of the results from such decisions), relating to any proposed changes in the basic components of the Company's overall business operations, namely:
- The sale or transfer of any business units/activities of the Company - in its entirety or any significant portion thereof - to other parties
- The purchase by the Company or transfer to the Company of business units/activities of other (private or listed) companies to be owned by the Company.
- The execution, amendment, or termination of any agreements, relating to the rental/leasing of any Company business units/activities - in its entirety or of any significant portion thereof.
- The authorisation of others to take control of or to manage the business units/activities of the Company; or the establishment of any joint business activities together with other parties, with the objective of sharing in the profits/losses of that joint activity.
- The implementation of any amendments to the Company's Memorandum of Association/Articles of Association and any other regulations of a similar nature.
- The increase or decrease of the Company's registered capital.
- The merger or divestment of the Company/Business.
- The issuance of debentures by the Company.
- The undertaking of any other 'extraordinary' activities, that are not considered as a normal business activity of the Company.
The Company places great importance on Shareholders' rights, as well as supports and promotes that all Shareholder groups actively participate in the Shareholders' Meetings together with exercising their votes in regards to the various resolutions resulting from these Meetings - especially institutional investors. As such, the Company undertakes these various activities relating to holding its Shareholders' Meetings.
Prior to the Shareholders' Meetings
- Allowing Minority Shareholders to submit comments as well as to propose matters or names of qualified persons to be nominated as Company Directors, for possible inclusion as Agenda Items for consideration at the Shareholders' Meetings in accordance with the criteria and procedures specified by the Company.
- Arranging Letters of Invitation to the Shareholders Meeting, together with complete and concise supporting documentation that relate to the consideration of the proposed Agenda Items - including details of the proposed Agenda Items for consideration, procedures for conducting the Meeting, opinions of the Board relating to the respective Agenda Items, and a map of the Meeting venue; whereby such documentations are in both Thai and English.
- Posting the Letters of Invitation to the Shareholders Meetings, together with the abovementioned supporting documentations, on the Company's official website (www.centarahotelsresorts.com) at least 30 days prior to the date of the Shareholders Meeting, as well as via the news/information broadcasting network of the SET.
- Dispatching the Letters of Invitation to the Shareholders Meeting, together with the abovementioned supporting documentations, to all Shareholders at least 21 days prior to the date of the Shareholders Meeting, so that Shareholders will be able to review them and decide on how they will vote regarding the various matters being considered.
- Also allowing Shareholders to submit in advance, to the Company Secretary, any questions relating to the proposed Agenda Items to be considered.
On the day of the Shareholders Meeting
- Determining the date, time and venue for the Shareholders Meeting, through always keeping in mind the Shareholders' convenience in easily accessing the location in order to attend the Meeting.
- Making use of available technology to facilitate the conduct of the Meeting in an efficient, accurate and effective manner - from the attendance registration process, the recording and counting of votes, as well as the announcement of the voting results.
- The Chairman of the various Board Committees being present at the Shareholders Meeting, in order to answer any questions or queries made by attending Shareholders/Proxies that are relevant to their specific areas of responsibilities; whereby the Meeting Chairman will give all Shareholders/Proxies equal opportunity to raise any questions or to make any comments relating to the review of the Company's operations.
- All Directors and Senior Management members being present at the Shareholders Meeting; whereby all Shareholders/Proxies have the opportunity to raise questions, make comments, as well as to request additional clarifications from the Board, any Directors and Senior Management members or the attending external Auditor of the Company in regards to any respective relevant Agenda Item being considered.
- At the start of the Meeting, informing all attending Shareholders/Proxies, in a clear concise manner, about the procedures to be used for conducting the Meeting as well as in regards to exercising and counting of their votes; whereby votes are taken for each respective individual item in the event that an Agenda Item contains several matters for approval.
- Allowing Shareholders/Proxies to vote for each proposed new Company Director on an individual basis, as well as encouraging them to use the applicable 'voting forms' given out for the various Agenda Items.
- After the Meeting has started, allowing Shareholders/Proxies to join the Meeting as well as to exercise their votes for any Agenda Item still being considered at the time or thereafter, for which votes have not been taken.
- For those Shareholders not able to attend the Meeting in person, allowing them to appoint an Independent Director of the Company (or any other person considered by them as being appropriate) to represent them as their authorised Proxy to attend the Meeting and cast their vote, as specified, by them.
- Encouraging the Company to appoint an independent person to act as the 'Recorder' to check and monitor the counting of Shareholders votes for all General and/or Extraordinary Shareholders Meetings, so that the respective voting results can be announced to the Meeting in a concise, accurate and transparent manner as well as to enable the respective vote counts for each Agenda Item to be recorded in the Minutes of the Meeting.
- Not allowing any new Agenda Items to be added or any amendments to be made to the Agenda Items already informed in the Letter of Invitation to the Shareholders Meeting without Shareholders being informed in advance of the Meeting.
After the Shareholders Meeting
- Disclosing to the general public the outcome of General/Extraordinary Shareholders Meetings in regards to the resolutions approved/disapproved together with the respective Shareholders vote counts via the news/information broadcasting network of the SET as well as the Company's official website on the next working day after the Meeting date.
- Posting a VDO recording of the Shareholders Meeting as a webcast on the Company's official website.
- Arranging that the official Minutes of the Shareholders Meeting are made, which will include all significant information announced and discussions points made during the Meeting, together with the procedures (announced at the start of the Meeting) to be used relating to exercising/counting and announcing the results of Shareholders votes, and a list of those Company Directors present at or excused from attending the Meeting. These Minutes are then submitted to the SET and posted on the Company's official website within 14 days after the Meeting date.