Professional Documents
Culture Documents
Company ___________________________________________________________________
Name____________________________ Date______________________________________
Assessment topics
YES
NO
Weight
(%)
45
5
(2)
(3)
(4)
(5)
AGM Checklist
15
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 directors independent
judgment
(9) Was there any re-nomination of any director who has
completed his/her term at this AGM?
(A) Terms/years the director has been holding a
directors 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 companys 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
(%)
Assessment topics
YES
NO
Weight
(%)
AGM Checklist
10
10
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 directors 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
shareholders rights, procedure and deadline to propose
additional agenda in the companys website.
A5.3 In the directors 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
(%)
B. AGM day
45
AGM Checklist
10
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
companys 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
(%)
10
Assessment topics
- In the directors 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
(%)
10
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
directors 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 shareholders
registration and vote-counting procedure.
D1.4 Listed co. has recorded the meeting in the form of
multimedia (i.e. posted on the companys website or
publish in the form of VCD), and is ready for distribution
to shareholders who are interested to watch.
10
AGM Checklist