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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 verify 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 directors 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 directors position in other listed companies
(7) Holding a directors 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)

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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
(%)

(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
companys auditor to the companys subsidiaries and
affiliates, (if any).
(6) Auditor compensation
(A) The disclosure of the auditors 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 payments 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
companys 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 verify 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

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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

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 companys 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 support 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.

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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
(%)

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 shareholders 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
companys 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
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.

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AGM Checklist