In Summary
On January 10, 2024, the SEC issued guidelines to improve the governance, transparency, and efficiency of listed company shareholder meetings, as well as to facilitate shareholder participation.
Key points from the guidelines are as follows:
- Methods and Procedures
The guidelines recommend that listed companies consider holding on-site or hybrid (on-site and online) shareholder meetings. For online meetings, proper procedures must be in place to allow shareholder participation and rights exercise in compliance with laws, regulations, and the company’s articles of association. Standardized e-meeting systems and administrative procedures, such as registration, verification, and Q&A sessions, should be used. For more information, refer to the SEC’s FAQ.
- Presentation of Agenda Items
Listed companies must allocate sufficient time and Q&A sessions for each agenda item to ensure shareholders receive comprehensive information for consideration and voting. For instance, in items related to major or related party transactions, the background information, material conditions, pros and cons analysis, and effects of the transaction on the company and shareholders must be presented. Furthermore, the scope of authority delegation from the shareholders’ meeting to directors or other individuals must be clearly outlined.
- Inquiries and Q&A Sessions
Listed companies must send invitations to the shareholders’ meeting, including agenda items and attachments within the specified period and disclose the documents on the company’s website. Sufficient time must be allocated for shareholder inquiries and comments during each agenda item, with clear and complete answers provided. For online meetings, shareholders should be informed of questions asked and the company’s responses, and all Q&As must be disclosed to the public as required by the Stock Exchange of Thailand’s disclosure rules and on the company’s website. Accurate, complete, and clear meeting minutes should be disclosed to investors and the public.
As annual general meeting season approaches, listed companies should ensure compliance with the guidelines to promote good governance and encourage shareholder participation. For inquiries, please contact us.