Documents

AGM Checklist

Description
AGM Checklist - India
Categories
Published
of 6
All materials on our website are shared by users. If you have any questions about copyright issues, please report us to resolve them. We are always happy to assist you.
Related Documents
Share
Transcript
    AGM Checklist 1   Assessment topics YES NO Weight (%) A. Before the AGM   day     45 A1. Listed Co. has sent all types of documents regarding the AGM to shareholders. 5 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 (2)   Detailed information of each agenda   (3)   Annual report   (4)   Proxy form   (s)   (5)   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. 15 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.   AGM Checklist Company  ___________________________________________________________________  Name  ____________________________ Date  ______________________________________    AGM Checklist 2 Assessment topics   YES NO Weight (%) (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) Terms/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   Yes, complete (A) and (B) No, go to (9) Yes, complete A2.2.1 Yes, complete (A)and(B) No, go to A2.2 No, go to A2.3.1 No, go to A2.3 Yes, go to A2.4   No, go to A2.3 Yes, complete (A) and (B)    AGM Checklist 3 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 affiliates, (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. 10 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 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.  10 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 4 Assessment topics   YES NO Weight (%) 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. 5 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.  B. AGM day   45 B1. Listed co. has considered the convenience of shareholders when setting the date, time and location of the AGM. 5 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 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. 10 B2.1 The proportion of the directors participated at the AGM was greater than or equal to 90% of the board of director.  
We Need Your Support
Thank you for visiting our website and your interest in our free products and services. We are nonprofit website to share and download documents. To the running of this website, we need your help to support us.

Thanks to everyone for your continued support.

No, Thanks