Agm Checklist 4lg6v
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AGM Checklist Company ___________________________________________________________________ Name____________________________ Date______________________________________
Assessment topics
A. Before the AGM day A1. Listed Co. has sent all types of documents regarding the AGM to shareholders. A1.1 Listed Co. has identified date/time and location in the notice of the AGM. A1.2 Listed Co. has attached the following documents in the notice of the AGM. (1) Map Detailed information of each agenda Annual report Proxy form (s) Explanations of what types of document that (Thai/International) shareholders or proxies need to bring in order to their identity during the registration process. (6) Article of association regarding AGM (i.e. quorum, voting policy, etc.) A2 Listed Co. should disclose sufficient information in each agenda. A2.1 In the director’s election agenda, listed co. must disclose the following information either in the notice of the AGM or in the annual report. (1) Name (2) Personal information (i.e. age/education/work experience, etc.) (3) Types of director (i.e. chairman of the board, independent director) (4) Criteria and procedure regarding the nomination process (i.e. specified qualifications and whether or not the candidate has been nominated through the nomination committee?) (5) Securities holding (6) Holding director’s position in other listed companies (7) Holding a director’s position in other companies which compete directly or has any related business, which is material to the company.
YES
NO
Weight (%) 45 5
(2) (3) (4) (5)
AGM Checklist
15
1
Assessment topics (8) Was there any nomination of an independent director at this AGM? (A) Listed co. disclosed its own definition of an independent director. (B) Relationships or any conflict of interests with the company/subsidiaries/management/major shareholders or any other related persons that may obstruct the nominated director’s independent judgment (9) Was there any re-nomination of any director who has completed his/her term at this AGM? (A) /years the director has been holding a director’s position in the listed co. (B) Attendance of the director at the board meeting from the previous year A2.2 Was there any agenda regarding the consideration of the directors’ compensation at this AGM? A2.2.1 In the directors’ compensation agenda, listed co. has disclosed the following information in the notice of the AGM or in the annual report. (1) Composition of the directors’ compensation (i.e. board-meeting allowances, gratuities, rights to purchase company’s securities (ESOP), other compensation or privileges. (if any)) (2) Comparable information regarding the director compensation during the past year. (3) Disclosed proposal procedure for director compensation (i.e. the proposal was made through the remuneration committee.) (4) Was there any consideration of the sub-committee compensation at this AGM? (i.e. executive committee, audit committee, nomination committee, remuneration committee) (A) Scope and responsibilities of each sub-committee (B) Extra compensation for being in the sub-committee A2.3 Whether or not such listed co. is a state-owned enterprise, which has the Office of the Auditor General of Thailand audits its financial statements? A2.3.1 In the agenda regarding the compensation and the appointment of the external auditor, listed co. has disclosed the following information in the notice of the AGM or the annual report. (1) Name of auditor(s) and audit firm (2) Proposing at least 2 auditors (3) Relationships or any interests with the company/subsidiaries/managements/major shareholders or any other related persons of the aforementioned
AGM Checklist
YES
NO
Yes, complete (A) and (B)
No, go to (9)
Yes, complete (A) and (B)
No, go to A2.2
Yes, complete A2.2.1
No, go to A2.3
Yes, complete (A) and (B)
No, go to A2.3
Yes, go to A2.4
No, go to A2.3.1
Weight (%)
2
Assessment topics
YES
NO
Weight (%)
(4) Numbers of year auditor(s) has/have been working for the company (In case of appointing the same auditor) or any other reasons for the company to appoint new auditor(s). (5) Disclosure of audit service(s), which performed by the company’s auditor to the company’s subsidiaries and s, (if any). (6) Auditor compensation (A) The disclosure of the auditor’s compensation was separated into two categories: (audit services) and (non audit services). (B) Comparable information on the auditors’ compensation in previous year. A2.4 In the dividend payment’s agenda, listed co. has disclosed the following information in the notice of the AGM or in the annual report. (1) Dividend payment policy (2) Comparable information on the dividend payment policy and the dividend paid to shareholders (3) Reasons that listed company made the dividend payment lower than what the company has stated in its dividend payment policy. (4) Comparable information on the dividend payment in previous year. A3. Listed co. should put in its website, any relevant documents/information relating to the AGM for the benefit of shareholders to have easy access to the company information. A3.1 Listed co. has disclosed the following documents/information relating to the AGM in the company’s website. (1) Detailed information of each agenda (2) Proxy form(s) (3) Explanations of what types of document that (Thai/International) shareholders or proxies need to bring with them to during the registration process. A3.2 Listed co. has disclosed the information in item A.3.1 in Thai and English language. A3.3 Listed co. has disclosed the information in item A.3.1 in its website and filed the information to the Stock Exchange of Thailand no later than 30 days before the date of the AGM. A4. Listed co. should provide proxy form(s) to those shareholders who could not participate in the AGM. A4.1 Listed co. has sent the proxy form(s) that allowed shareholders to vote for, against, or abstain. The proxy form(s) also includes additional spaces, which allowed shareholders to express personal opinions or add extra
AGM Checklist
10
10
3
Assessment topics information in each agenda. A4.2 Listed co. has sent the proxy form(s) that clearly separated important matters from one another so that shareholders could cast their votes independently on each important matter. - In the director’s election agenda, the proxy form(s) allowed shareholders to cast their vote for each director individually. A4.3 Listed co. has sent the proxy form(s) that include the following information. (1) Providing alternative choice for shareholders to use independent director(s) as proxy (2) Personal information of independent director(s) (i.e. name, address, whether or not such independent director has any conflicts of interest in the agenda(s)) A5. Listed co. should allow shareholders to propose additional agenda before listed company start to send out the notice of the AGM. A5.1 Listed co. has informed the Stock Exchange of Thailand regarding the AGM date at least 45 days prior to the AGM date. A5.2 Listed co. has disclosed the information regarding shareholder’s rights, procedure and deadline to propose additional agenda in the company’s website. A5.3 In the director’s election agenda, listed co. has allowed shareholders to nominate candidates, who have appropriate qualifications for directors’ positions, to the board of director/nomination committee.
YES
NO
Weight (%)
5
B. AGM day
45
B1. Listed co. has considered the convenience of shareholders when setting the date, time and location of the AGM. B1.1 The AGM was not carried on the national holiday. B1.2 The AGM was carried between 8.00 a.m.-17.00 p.m. B1.3 The AGM was carried within Bangkok district, the vicinity or at the company’s headquarter. B1.4 To facilitate shareholders who attend the AGM, the location of the meeting has sufficient parking spaces and is easy to commute. B1.5 Listed co. has provided technological or personnel to facilitate individual shareholder during the document verification process. B1.6 Listed co. has provided the revenue stamp to proxies at the AGM. B2. All directors and top managements should attend and answer to shareholders’ inquiries at the AGM. B2.1 The proportion of the directors participated at the AGM was greater than or equal to 90% of the board of director.
5
AGM Checklist
10
4
Assessment topics B2.2 The following directors and top managements have participated at the AGM. (1) Chairman of the board of director (2) Chairman of the audit committee (3) Chairman of each sub-committee (i.e. chairman of the remuneration committee, nomination committee and risk management committee) (4) Top management of the company (i.e. CEO or MD) (5) Highest ranking in financial management position (i.e. CFO) (6) Listed co.’s external auditor(s) B3. Listed co. should notify shareholders with important information at the start of the meeting or in the beginning of each agenda. B3.1 At the start of the AGM, listed co. has notified the number and proportion of shareholders and proxies participated in the meeting. B3.2 Listed co. has explained the voting procedure to shareholders and proxies including those votes that could be counted as “void”. B3.3 Listed co. has notified the vote-counting procedure to shareholders before they begin to cast their votes. (i.e. cumulative voting or 1 share: 1 vote) B4. Listed co. should carry the meeting according to the company’s article of association and the agenda specified in the notice of the AGM, which was sent to shareholders. B4.1 The meeting was carried out according to the article of association. B4.2 The meeting was carried out according to the list of agenda specified in the notice of the AGM without switching agendas. B4.3 Listed co. did not add any agenda other than those stated in the notice of the AGM. B5. Listed co. should allow shareholders to participate in the AGM. B5.1 Listed co. has allowed shareholders to raise questions and express their opinions at the AGM. B5.2 Listed co. has sufficiently answered shareholders’ questions regarding important matters. B6. Listed co. has clearly separated important matters from one another so that shareholders could exercise their rights by independently and transparently casting their votes. B6.1 Listed co. has distributed ballots to those shareholders who wished to vote against or abstain from voting. B6.2 Listed co. has clearly separated important matters from one another so that shareholders could exercise their rights by casting their votes independently.
AGM Checklist
YES
NO
Weight (%)
5
10
5
5
5
Assessment topics - In the director’s election agenda, listed co. has allowed shareholders to cast their votes for individual director. B7. Listed co. should be transparent during the votecounting procedure. B7.1 Listed co. has counted the votes and disclosed the voting results by indicating number of shares that voted for, against, or abstain in each agenda at the AGM. B7.2 None of the shareholders made any objection to the votingcounting results.
YES
NO
Weight (%)
5
C. After the meeting
10
C1. After the meeting, listed co. should disclose minutes of meeting on a timely basis to shareholders. C1.1 Minutes of meeting must include the following information. (A) List of directors and top managements that attended the meeting. (B) Voting results (vote for/vote against) of each agenda, which required shareholder’s approval. (C) Important matters that were discussed/asked and explained briefly by listed co. C1.2 Listed co. has sent minutes of meeting to the stock exchange within 14 days after the AGM date. C1.3 Listed co. has disclosed minutes of meeting in the company’s website within 14 days after the AGM date.
10
D. Bonus Points
10
D1. Listed co. has complied with other best practices to good corporate governance. D1.1 Listed co. has implemented cumulative voting in the director’s election agenda. D1.2 Listed co. has appointed inspector or representative of shareholders to inspect the vote-counting procedure. (i.e. auditors or legal consultants) D1.3 Listed co. has used the barcode system for the shareholder’s registration and vote-counting procedure. D1.4 Listed co. has recorded the meeting in the form of multimedia (i.e. posted on the company’s website or publish in the form of VCD), and is ready for distribution to shareholders who are interested to watch.
10
AGM Checklist
6
Assessment topics
A. Before the AGM day A1. Listed Co. has sent all types of documents regarding the AGM to shareholders. A1.1 Listed Co. has identified date/time and location in the notice of the AGM. A1.2 Listed Co. has attached the following documents in the notice of the AGM. (1) Map Detailed information of each agenda Annual report Proxy form (s) Explanations of what types of document that (Thai/International) shareholders or proxies need to bring in order to their identity during the registration process. (6) Article of association regarding AGM (i.e. quorum, voting policy, etc.) A2 Listed Co. should disclose sufficient information in each agenda. A2.1 In the director’s election agenda, listed co. must disclose the following information either in the notice of the AGM or in the annual report. (1) Name (2) Personal information (i.e. age/education/work experience, etc.) (3) Types of director (i.e. chairman of the board, independent director) (4) Criteria and procedure regarding the nomination process (i.e. specified qualifications and whether or not the candidate has been nominated through the nomination committee?) (5) Securities holding (6) Holding director’s position in other listed companies (7) Holding a director’s position in other companies which compete directly or has any related business, which is material to the company.
YES
NO
Weight (%) 45 5
(2) (3) (4) (5)
AGM Checklist
15
1
Assessment topics (8) Was there any nomination of an independent director at this AGM? (A) Listed co. disclosed its own definition of an independent director. (B) Relationships or any conflict of interests with the company/subsidiaries/management/major shareholders or any other related persons that may obstruct the nominated director’s independent judgment (9) Was there any re-nomination of any director who has completed his/her term at this AGM? (A) /years the director has been holding a director’s position in the listed co. (B) Attendance of the director at the board meeting from the previous year A2.2 Was there any agenda regarding the consideration of the directors’ compensation at this AGM? A2.2.1 In the directors’ compensation agenda, listed co. has disclosed the following information in the notice of the AGM or in the annual report. (1) Composition of the directors’ compensation (i.e. board-meeting allowances, gratuities, rights to purchase company’s securities (ESOP), other compensation or privileges. (if any)) (2) Comparable information regarding the director compensation during the past year. (3) Disclosed proposal procedure for director compensation (i.e. the proposal was made through the remuneration committee.) (4) Was there any consideration of the sub-committee compensation at this AGM? (i.e. executive committee, audit committee, nomination committee, remuneration committee) (A) Scope and responsibilities of each sub-committee (B) Extra compensation for being in the sub-committee A2.3 Whether or not such listed co. is a state-owned enterprise, which has the Office of the Auditor General of Thailand audits its financial statements? A2.3.1 In the agenda regarding the compensation and the appointment of the external auditor, listed co. has disclosed the following information in the notice of the AGM or the annual report. (1) Name of auditor(s) and audit firm (2) Proposing at least 2 auditors (3) Relationships or any interests with the company/subsidiaries/managements/major shareholders or any other related persons of the aforementioned
AGM Checklist
YES
NO
Yes, complete (A) and (B)
No, go to (9)
Yes, complete (A) and (B)
No, go to A2.2
Yes, complete A2.2.1
No, go to A2.3
Yes, complete (A) and (B)
No, go to A2.3
Yes, go to A2.4
No, go to A2.3.1
Weight (%)
2
Assessment topics
YES
NO
Weight (%)
(4) Numbers of year auditor(s) has/have been working for the company (In case of appointing the same auditor) or any other reasons for the company to appoint new auditor(s). (5) Disclosure of audit service(s), which performed by the company’s auditor to the company’s subsidiaries and s, (if any). (6) Auditor compensation (A) The disclosure of the auditor’s compensation was separated into two categories: (audit services) and (non audit services). (B) Comparable information on the auditors’ compensation in previous year. A2.4 In the dividend payment’s agenda, listed co. has disclosed the following information in the notice of the AGM or in the annual report. (1) Dividend payment policy (2) Comparable information on the dividend payment policy and the dividend paid to shareholders (3) Reasons that listed company made the dividend payment lower than what the company has stated in its dividend payment policy. (4) Comparable information on the dividend payment in previous year. A3. Listed co. should put in its website, any relevant documents/information relating to the AGM for the benefit of shareholders to have easy access to the company information. A3.1 Listed co. has disclosed the following documents/information relating to the AGM in the company’s website. (1) Detailed information of each agenda (2) Proxy form(s) (3) Explanations of what types of document that (Thai/International) shareholders or proxies need to bring with them to during the registration process. A3.2 Listed co. has disclosed the information in item A.3.1 in Thai and English language. A3.3 Listed co. has disclosed the information in item A.3.1 in its website and filed the information to the Stock Exchange of Thailand no later than 30 days before the date of the AGM. A4. Listed co. should provide proxy form(s) to those shareholders who could not participate in the AGM. A4.1 Listed co. has sent the proxy form(s) that allowed shareholders to vote for, against, or abstain. The proxy form(s) also includes additional spaces, which allowed shareholders to express personal opinions or add extra
AGM Checklist
10
10
3
Assessment topics information in each agenda. A4.2 Listed co. has sent the proxy form(s) that clearly separated important matters from one another so that shareholders could cast their votes independently on each important matter. - In the director’s election agenda, the proxy form(s) allowed shareholders to cast their vote for each director individually. A4.3 Listed co. has sent the proxy form(s) that include the following information. (1) Providing alternative choice for shareholders to use independent director(s) as proxy (2) Personal information of independent director(s) (i.e. name, address, whether or not such independent director has any conflicts of interest in the agenda(s)) A5. Listed co. should allow shareholders to propose additional agenda before listed company start to send out the notice of the AGM. A5.1 Listed co. has informed the Stock Exchange of Thailand regarding the AGM date at least 45 days prior to the AGM date. A5.2 Listed co. has disclosed the information regarding shareholder’s rights, procedure and deadline to propose additional agenda in the company’s website. A5.3 In the director’s election agenda, listed co. has allowed shareholders to nominate candidates, who have appropriate qualifications for directors’ positions, to the board of director/nomination committee.
YES
NO
Weight (%)
5
B. AGM day
45
B1. Listed co. has considered the convenience of shareholders when setting the date, time and location of the AGM. B1.1 The AGM was not carried on the national holiday. B1.2 The AGM was carried between 8.00 a.m.-17.00 p.m. B1.3 The AGM was carried within Bangkok district, the vicinity or at the company’s headquarter. B1.4 To facilitate shareholders who attend the AGM, the location of the meeting has sufficient parking spaces and is easy to commute. B1.5 Listed co. has provided technological or personnel to facilitate individual shareholder during the document verification process. B1.6 Listed co. has provided the revenue stamp to proxies at the AGM. B2. All directors and top managements should attend and answer to shareholders’ inquiries at the AGM. B2.1 The proportion of the directors participated at the AGM was greater than or equal to 90% of the board of director.
5
AGM Checklist
10
4
Assessment topics B2.2 The following directors and top managements have participated at the AGM. (1) Chairman of the board of director (2) Chairman of the audit committee (3) Chairman of each sub-committee (i.e. chairman of the remuneration committee, nomination committee and risk management committee) (4) Top management of the company (i.e. CEO or MD) (5) Highest ranking in financial management position (i.e. CFO) (6) Listed co.’s external auditor(s) B3. Listed co. should notify shareholders with important information at the start of the meeting or in the beginning of each agenda. B3.1 At the start of the AGM, listed co. has notified the number and proportion of shareholders and proxies participated in the meeting. B3.2 Listed co. has explained the voting procedure to shareholders and proxies including those votes that could be counted as “void”. B3.3 Listed co. has notified the vote-counting procedure to shareholders before they begin to cast their votes. (i.e. cumulative voting or 1 share: 1 vote) B4. Listed co. should carry the meeting according to the company’s article of association and the agenda specified in the notice of the AGM, which was sent to shareholders. B4.1 The meeting was carried out according to the article of association. B4.2 The meeting was carried out according to the list of agenda specified in the notice of the AGM without switching agendas. B4.3 Listed co. did not add any agenda other than those stated in the notice of the AGM. B5. Listed co. should allow shareholders to participate in the AGM. B5.1 Listed co. has allowed shareholders to raise questions and express their opinions at the AGM. B5.2 Listed co. has sufficiently answered shareholders’ questions regarding important matters. B6. Listed co. has clearly separated important matters from one another so that shareholders could exercise their rights by independently and transparently casting their votes. B6.1 Listed co. has distributed ballots to those shareholders who wished to vote against or abstain from voting. B6.2 Listed co. has clearly separated important matters from one another so that shareholders could exercise their rights by casting their votes independently.
AGM Checklist
YES
NO
Weight (%)
5
10
5
5
5
Assessment topics - In the director’s election agenda, listed co. has allowed shareholders to cast their votes for individual director. B7. Listed co. should be transparent during the votecounting procedure. B7.1 Listed co. has counted the votes and disclosed the voting results by indicating number of shares that voted for, against, or abstain in each agenda at the AGM. B7.2 None of the shareholders made any objection to the votingcounting results.
YES
NO
Weight (%)
5
C. After the meeting
10
C1. After the meeting, listed co. should disclose minutes of meeting on a timely basis to shareholders. C1.1 Minutes of meeting must include the following information. (A) List of directors and top managements that attended the meeting. (B) Voting results (vote for/vote against) of each agenda, which required shareholder’s approval. (C) Important matters that were discussed/asked and explained briefly by listed co. C1.2 Listed co. has sent minutes of meeting to the stock exchange within 14 days after the AGM date. C1.3 Listed co. has disclosed minutes of meeting in the company’s website within 14 days after the AGM date.
10
D. Bonus Points
10
D1. Listed co. has complied with other best practices to good corporate governance. D1.1 Listed co. has implemented cumulative voting in the director’s election agenda. D1.2 Listed co. has appointed inspector or representative of shareholders to inspect the vote-counting procedure. (i.e. auditors or legal consultants) D1.3 Listed co. has used the barcode system for the shareholder’s registration and vote-counting procedure. D1.4 Listed co. has recorded the meeting in the form of multimedia (i.e. posted on the company’s website or publish in the form of VCD), and is ready for distribution to shareholders who are interested to watch.
10
AGM Checklist
6
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