Matters to be informed

Transcription

1 In keeping with the guidelines for good corporate governance promoted by the supervising authorities discouraging the distribution of souvenirs at the annual general meeting of shareholders, the Company will no longer distribute souvenirs to shareholders. However, the Company will still provide a snack set for shareholders or their proxies attending the meeting. 27 February 2017 Registration No Subject Invitation to the Annual General Meeting of Shareholders for the year 2017 To All Shareholders of Thaicom Public Company Limited Enclosures: 1. A Copy of the Minutes of the Annual General Meeting of Shareholders for the year 2016 held on 30 March 2016 (supporting document for Item 2) 2. The Annual Report and the Company s financial statements for the year ended 31 December 2016 in CD-ROM (supporting document for Items 3, 4 and 9) 3. Information on auditor s profile for the year 2017 (supporting document for Item 6) 4. Profiles of Directors who will retire by rotation (supporting document for Item 2) 5. Profiles of Candidates Nominated for Election as a New Director ( supporting document for Item 8) 6. The Notification of the National Broadcasting and Telecommunications Commission Re: The prohibition of acts that appear to be dominated by Foreigners B.E and Copy of the Notification of Thaicom Public Company Limited Re: The prohibition of acts that appear to be dominated by Foreigners B.E (supporting document for Item 11) 7. Explanation of documents and evidence to identify shareholders or their proxies who are eligible to attend the meeting and have the right to vote 8. The Definition of Independent Director including profiles of Independent Directors acting as shareholder proxies 9. The Company s Articles of Association relating to shareholder meetings 10. Procedures for attending the Meeting 11. Map of Venue for the Annual General Meeting of Shareholders at Centara Grand Central Plaza Ladprao Bangkok 12. Proxy Form 13. Registration Form Notice is hereby given by the Board of Directors (Board) of Thaicom Public Company Limited ( the Company ) that the Annual General Meeting of Shareholders for the year 2017 will be held on Page 1 of 16

2 Wednesday, 29 March 2017 at hours (registration opens at 12:00 hours) at Vibhavadee Ballroom, Lobby Level, Centara Grand at Central Plaza Ladprao Bangkok, 1695 Phaholyothin Road, Chatuchak, Bangkok The agenda is as follows: Item 1 Matters to be informed Item 2 To consider and adopt the Minutes of the Annual General Meeting of Shareholders for the year 2016, held on 30 March 2016 Objective and Reason: The Annual General Meeting of Shareholders for the year 2016 was held on 30 March 2016 and the minutes of the Annual General Meeting of Shareholders for the year 2016 were prepared and sent to the Stock Exchange of Thailand within 14 days of the meeting. The details were publicly disclosed on the Company s website ( and submitted to the Ministry of Commerce within the period required by law. The Board s Opinion: The Board has recommended that the minutes of the Annual General Meeting of Shareholders for the year 2016, held on 30 March 2016, be adopted because they were accurately recorded as shown in Enclosure 1. Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Item 3 To acknowledge the Company s operating results for the fiscal year 2016 Objective and Reason: The Company has summarized the operating results for 2016 along with the significant changes that occurred during the year in the Annual Report for The Board s Opinion: The Board has agreed to present the Company s operating results for 2016 along with the significant changes that occurred during the year, as shown in Enclosure 2. Item 4 To consider and approve Financial Statements of the Company and its Subsidiaries for the year ended 31 December 2016 Objective and Reason: According to the Public Limited Companies Act, B.E. 2535, the Company must prepare a statement of financial position and Page 2 of 16

3 statements of comprehensive income at the end of the fiscal year, have them audited by an external auditor, and submit them to the shareholder meeting for approval. The Audit Committee s Opinion: The Audit Committee has reviewed the Company s financial statements for the year ended 31 December 2016, which have been audited and certified by Mr. Chavala Tienpasertkij a certified public accountant (registration No. 4301) of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., and recommended that the Board submit the Company s financial statements for the year ended 31 December 2016 to the shareholder meeting for approval. The Board s Opinion: The Board has agreed to present the Company s audited financial statements for the year ended 31 December 2016, which have been reviewed and accepted by the Audit Committee, to the shareholder meeting for approval. A summary of the Company s significant financial status and operating results for the year 2016 is shown in the table below. Selected Information from the Company s Financial Statements Description Consolidated Financial Statements (Restated) (Unit: million Baht) The Company s Financial Statements (Restated) Total assets 32,840 33,592 28,466 29,283 Total liabilities 13,919 15,481 12,029 15,168 Total revenue 11,871 12,943 9,714 8,344 Net Profit (loss) (equity holders of the Company) Earnings (loss) per share (Baht/share) 1,612 2,122 3, Page 3 of 16

4 The Company s financial statements are shown in the Annual Report for the year 2016 included with the invitation to this meeting and shown in Enclosure 2. Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Item 5 To consider and approve the appropriation of the net profit from year 2016 for dividend payments Objective and Reason: Pursuant to the Public Limited Companies Act B.E and the Company s Articles of Association, no dividends shall be paid otherwise than out of profits. In the case that the Company still sustains an accumulated loss, no dividends shall be paid. Payment of dividends shall be approved by the shareholder meeting. The Company shall allocate no less than 5 percent of the annual profits as reserved funds, less the accumulated losses brought forward (if any), until the reserved fund is no less than 10 percent of the registered capital. The Company has a policy to pay dividends of no less than 40% of net profits after deducting the legal reserve (if any) and no more than the accumulation of profit as shown in the financial statement. Therefore, the dividend payment shall not significantly affect the Company s investment plan and daily business operations, including cash flow and others matters such as the future financial condition of the Company and its subsidiaries. In 2016, the Company had a net profit of Baht 3,027,738,267. Pursuant to Section 116 of the Public Limited Companies Act and Article 39 of the Company s Article of Association, the Company shall allocate reserve funds from the annual net profit in an amount of no less than 5 percent of the annual profits deducted by the total accumulated losses brought forward (if any) until the reserve fund reaches an amount of no less than 10 percent of the Company s registered capital. In 2016, the Company allocated net profits in the amount of Baht 537,150 as legal reserve, fulfilling the legal requirement and resulting in reserve funds totaling Baht 549,988,420 or equivalent to 10% of the Company s registered capital. The Company sees fit to consider Page 4 of 16

5 approving the appropriation of net profits to pay dividends of Baht 0.70 per share, amounting to Baht 767 million. Comparison of recent dividend payments is as follows: Dividend payments for the year 2016 Details of the Dividend Payments Net Profit on separate financial statements (Million Baht) 3, Number of shares (Million Shares) 1,096 1,096 Total Dividend per share (Baht/share) Total dividend payment (Million Baht) Dividend Payout Ratio (%) The dividend payments described above are below the rates prescribed by the Company s dividend policy as the Company intends to maintain cash funds for future investment in new satellites and repayment of debts. The Board s Opinion: It is considered appropriate for the meeting of shareholders to approve the appropriation of profit from 2016 operating results for dividend payments of Baht 0.70 per share, amounting to Baht 767 million. The close of the shareholder register book for the rights to receive the dividend payments shall be recorded on 10 April 2017 and the date of the dividend disbursement will be on 26 April Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Item 6 To consider and approve the appointment of the Company s auditors and fix their remuneration for the year 2017 Objective and Reason: According to the Public Limited Companies Act, B.E. 2535, the appointment of the Company s external auditors and the audit fees must be approved at the annual general meeting of shareholders. In addition, a notification from the Securities and Exchange Commission limits the appointment of individual external auditors (but not the audit firm) of listed Page 5 of 16

6 companies to no more than five consecutive one-year terms. After five years, the auditors must be rotated although they can be reappointed after a two-year break. The Audit Committee s Opinion: The Audit Committee has considered and selected Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., (Deloitte) to be the audit firm for the Company, its subsidiaries, and its associated companies for the year This is the second consecutive fiscal year for which Deloitte has been appointed, continuing from the fiscal year. Deloitte is a leading international audit firm, offering independence, considerable expertise, and reasonable audit fees. Moreover, Deloitte s performance over the past year was satisfactory. The appointment of the auditors is as follows: Name of Auditor CPA Registration No. Number of years certified the Company s financial statements. 1. Mr. Chavala Tienpasertkij (Y2016) 2. Mr. Suphamit Techamontrikul Mr. Permsak Wongpatcharapakorn Any of the above auditors can conduct the audit and express and opinions on the Company s financial statement. Each auditor s profile is shown in Enclosure 3. The firm has agreed to charge fees of Baht 1,860,000 (One Million Eight Hundred and Sixty Thousand Baht) for the year The Audit Committee then recommended that the Board propose this matter to the shareholder meeting for approval. Comparative information on the payment of auditor remuneration in the previous year is shown in the following table. Page 6 of 16

7 (Unit: Baht) Type of Fee 2017 (the proposed year) 2016 (the previous year) Audit 1,860,000 1,860,000 Remark: The above audit fee for the year 2016 excludes non-audit fees paid by the Company and audit fees for the Company s subsidiaries. In 2016, the Company paid other compensation for special audit and nonaudit consultant services (non-audit fees) to Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. in the amount of Baht 3.20 million. In addition, Deloitte and the proposed auditors are independent and have no conflicts of interest with the Company, the management, the major shareholders, or any related person. The Board s Opinion: The Board has agreed with the Audit Committee and proposed that the shareholder meeting approve the appointment of the auditors from Deloitte as the external auditors of the Company, its subsidiaries, and its associated companies, and fix the audit fees for 2017 at Baht 1,860,000 ( One Million Eight Hundred and Sixty Thousand Baht), the same amount as the previous year. Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Item 7 To consider and approve the appointment of directors to replace those who retire by rotation in 2017 Objective and Reason: According to the Public Limited Companies Act B.E and the Company s Articles of Association, at every annual ordinary meeting, one-third of the directors, or the number nearest to one-third if their number is not a multiple of three, must retire from office. The three directors listed below are due to retire by rotation in Page 7 of 16

8 Name of Director Positions 1. Mrs. Charintorn Vongspootorn Independent Director 2. Prof. Samrieng Mekkriengkrai Independent Director 3. Mr. Paiboon Panuwattanawong Director The Company provided an opportunity for shareholders to propose names of qualified candidates for the directorship via SET Community Portal and on the Company s website from 1 October to 31 December, However, no minority shareholders nominated a candidate for directorship. The Governance and Nomination Committee s Opinion: The Governance and Nomination Committee, with the excepting of the members with conflicts of interest, has considered the director qualifications, knowledge, competency, experience, and performance of each director due to retire by rotation, and recommended that Mrs. Charintorn Vongspootorn and Prof. Samrieng Mekkriengkrai be re-appointed as independent directors and Mr. Paiboon Panuwattanawong be re-appointed as a director for another term. Mr. Paiboon Panuwattanawong has only served on the Board for 1 year and 5 months, as he entered in between terms to replace a resigning director. Though Mrs. Charintorn Vongspootorn and Prof. Samrieng Mekkriengkrai have already served for 9 full years, their qualifications and performance as directors are outstanding and they are well-respected. They also possesses expertise, experience, and understanding of the Company s business. The Board s Opinion: The Board, with the exception of the directors who have conflicts of interest, has agreed with the Governance and Nomination Committee and recommends that the following retiring directors be re-elected as recommended by the Governance and Nomination Committee; Page 8 of 16

9 Name of Director Positions held Year of Directorship 1. Mrs. Charintorn Vongspootorn Independent Director 17 years 3 months 2. Prof. Samrieng Mekkriengkrai Independent Director 9 years 7 months 3. Mr. Paiboon Panuwattanawong Director 1 years 5 months All 3 directors proposed for re-appointment meet all the requirements and no record of illegal actions according to the Public Limited Companies Act B.E and shall not have characteristics indicating a lack of appropriateness in respect of trustworthiness in managing business whose shares are held by public shareholders pursuance to the laws on securities and exchange. Details of the age, percentage of shareholding, educational background, work experience, Board meeting attendance record, and contributions to the Company of each director appear in Enclosure 4. Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Item 8 To consider and approve the appointment of new director Objective and Reason: Clause 14 of the Domestic Communications Satellite Operating Agreement between the Ministry of Transport (currently the matter is under the supervision of the Ministry of Digital Economy and Society) and Shinawatra Computer and Communications Co., Ltd. (currently Intouch Holdings Public Company Limited), stipulates that once a new company has been established to operate under the agreement (this refers to the company now named Thaicom Public Company Limited), said company agrees to reserve a directorship for a representative from the Ministry. In accordance with the terms of the aforementioned agreement, the Ministry of Digital Economy and Society has nominated Mr. Virasak Kittivat to fill the directorship reserved for the Ministry s representative on the Company s Board of Directors. The Governance and Nomination Committee s Opinion: The Governance and Nomination Committee has considered Mr. Virasak Kittivat s record and has Page 9 of 16

10 found him to hold qualifications and no record of illegal actions according to the Public Limited Companies Act B.E and shall not have characteristics indicating a lack of appropriateness in respect of trustworthiness in managing business whose shares are held by public shareholders pursuance to the laws on securities and exchange. Therefore, in order to fulfill the terms of the Domestic Communications Satellite Operating Agreement, the Governance and Nomination Committee considers it appropriate to nominate Mr. Virasak Kittivat for appointment as a director. With the proposed addition, the composition of the Board would be as shown in the table below. Board of Directors Independent Director Non-Executive Director Executive Director Sex (IDD) (NED) (ED) M F 1. Mr. Paron Israsena P P 2. Prof. Hiran Radeesri P P 3. Mrs. Charintorn Vongspootorn P P 4. Prof. Samrieng Mekkriengkrai P P 5. Mr. Prasert Bunsumpun P P 6. Mr. Somprasong Boonyachai P P 7. Mr. Kwek Buck Chye P P 8. Mr. Paiboon Panuwattanawong P P 9. Mr. Virasak Kittivat P P 10. Mr. Philip Chen Chong Tan P P 11. Ms. Patareeya Benjapolchai P P Ratio The Board s Opinion: The Board concurred with the proposal of the Governance and Nomination Committee, and considered it appropriate for the shareholder meeting to appoint Mr. Virasak Kittivat as a director in fulfillment of the terms of the aforementioned agreement. The Board has found Mr. Virasak Kittivat to hold qualifications and no record of illegal actions according to the Public Limited Companies Act B.E.2535 and shall not have characteristics indicating a lack of appropriateness in respect of trustworthiness in managing business whose shares are held by public shareholders pursuance to the laws on securities and exchange. Details of previous working experience and biography of the nominee for election appears in Enclosure 5. Page 10 of 16

11 Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Item 9 To consider and approve the remuneration of the Company s Directors for the year 2017 Objective and Reason: According to Clause 16 of the Company s Articles of Association, the directors of the Company shall be entitled to receive remuneration, such as salary, meeting allowances, allowances for food and other expenses, and bonuses. The Compensation Committee s Opinion: The Compensation Committee has carefully considered director remuneration to ensure that it is commensurate with the number of directors, Company performance, business size, each member s responsibility and performance, and other companies listed on SET in similar industries. Also, director remuneration must be sufficient to attract and retain quality directors. The committee recommended that the remuneration budget for the Board and its sub-committees in 2017 be set at no more than Baht 25 million, which is same as in the year The remuneration policy and the rate of monthly retainer, meeting fee and annual compensation including other benefits remain unchanged from the year However, only the Chairman of the Board, independent directors, and nonexecutive directors are eligible to receive a monthly retainer, meeting fee, annual compensation and other benefits. The policy is as follows: The Chairman of the Board shall receive a monthly retainer of Baht 200,000 ( Twenty Thousand Baht), an annual compensation and other benefits (includes office car with driver and health care cost) but shall not receive a meeting fee or any other remuneration for the position of chairman or member of a board committee. Directors shall receive a monthly retainer of Baht 50,000 (Fifty Thousand Baht), an annual compensation and a meeting fee of Baht 25,000 (Twenty Five Thousand Baht) for each Board or Board committee meeting. Page 11 of 16

12 The Chairman of the Audit Committee and the Chairman of the Executive Committee shall each receive an additional monthly retainer of Baht 25,000 (Twenty Five Thousand Baht). The chairman of other Board committees shall receive an additional monthly retainer of Baht 10,000 (Ten Thousand Baht). Directors who are Company executives shall not receive any remuneration as members of the Board. Each member of the Board is eligible for per diem while traveling for the Company s business, at the rate determined by the Company Directors shall receive life insurance and an annual health insurance except the Chairman of the Board. The Board is authorized to determine the necessary conditions and set out the details as appropriate. The roles, duties, and responsibilities of the Board and its sub-committees are shown in the section on Management and Corporate Governance in the Annual Report for 2016, which is provided in Enclosure 2. Summary of Director s Remuneration Policy for 2017 Position The Board of Directors Monthly Retainer Remuneration (Baht) Year 2017 (as propose) Meeting Fee Annual Compensation Chairman 200,000 Member 50,000 25,000 Audit Committee Chairman 25,000 25,000 Member 25,000 Page 12 of 16

13 Position Executive Committee Monthly Retainer Remuneration (Baht) Year 2017 (as propose) Meeting Fee Annual Compensation Chairman 25,000 25,000 Member 25,000 Other Sub-Committee Chairman 10,000 25,000 Member 25,000 Note: The Chairman of the Board of Directors also receives an office car, a driver, and coverage of expenses related to the office car, as well as up to Baht 1 million in health care costs. The Board s Opinion: The Board has agreed with the Compensation Committee s recommendations and proposed that the shareholder meeting approve the Board s remuneration for 2017 as proposed. During 2016, total director remuneration was Baht 17,962,600 ( Seventeen Million Nine Hundred Sixty-Two Thousand and Six Hundred Baht) which does not exceed the budget amount approved in the 2016 shareholder meeting. A comparison is provided in the following table: Year Budget 25,000,000 15,000,000 Actual 17,962,600 14,541,935 Portion of Budget Used 71.85% 96.95% The details are shown in the section on Management and Corporate Governance in the Annual Report for 2016, which is provided in Enclosure 2. Voting: To approve this matter, a resolution must be passed by no less than two-thirds of the shareholders who attend the meeting. Page 13 of 16

14 Item 10 Item 11 To consider and approve the amendment of the Company objectives and the amendment of Article 3 of the Memorandum of Association Objective and Reason: Due to the fact that the Company obtained the license to function as a Treasury Center from the Ministry of Finance in August 2016, the Notification of the Ministry of Finance Re: Directions of the Minister to Treasury Centers (No.2) provided that the objectives of the Company need to be amended. Therefore, Clause 3 of the Memorandum of Association of the Company shall be amended. Board s Opinion: In order to comply with the aforementioned Notification of the Ministry of Finance, the Board recommended proposing that the shareholder meeting consider and approve the amendment of Clause 3 of the Memorandum of Association of the Company, and that the amendment be presented to the shareholder meeting for approval. Clause 3 would be amended to read as follows: Clause 3. The Company has 28 objectives (Bor Mor Jor 002 attached) No. 28 of the Company s objectives would be added as follows: 28. To operate as a treasury center in order to manage foreign currency for the Group of companies. Voting: To approve this matter, a resolution must be passed by a vote of no less than three-fourths of the shareholders who attend the meeting and are entitled to vote. To approve prohibition of business domination by foreigners Objective and Reason: Referring to the Notification of the National Broadcasting and Telecommunications Commission Re: The Prohibition of acts that appear to be dominated by Foreigners B.E (2012), which became effective on 24 July 2012, the Company has established a prohibition of acts that appear to be dominated by foreigners per the attachment to the Notification of NBTC, as shown in Enclosure 9. The said notification was considered and approved at the 2013 shareholder meeting and filed with NBTC on 19 April Page 14 of 16

15 Item 12 According to the Notification of NBTC, the Company must review its prohibition every year. This year, the Company has no amendments to the prohibition and is also in compliance with the terms and conditions of the Notification of NBTC. Board s Opinion: The Board sees fit to propose that the shareholder meeting consider and approve the said prohibition which is the same as the previous version approved by the shareholder meetings and shown in Enclosure 9. Voting: To approve this matter, a resolution must be passed by a majority of the shareholders who attend the meeting and cast their votes. Other matters, (if any) The Record Date (to collect the names of shareholders who have the right to attend the shareholder meeting as stipulated in Section 225 of the Securities and Exchange Act, B.E. 2535) will be 16 February The Company s share registration book will be closed on 17 February All shareholders are invited to attend the Annual General Meeting of Shareholders for the year 2017 on Wednesday, 29 March 2017 at hours at Vibhavadee Ballroom, Lobby Level, Centara Grand at Central Plaza Ladprao Bangkok, No Phaholyothin Road, Chatuchak, Bangkok Registration will open at hours. Any shareholder who wishes to appoint a proxy to attend the shareholder meeting and vote on his or her behalf must complete either Proxy Form, which can be found in Enclosure 12 or downloaded from the Company s website at (Proxy Form C is only for foreigner investors who have authorized a custodian in Thailand to look after and safeguard their shares). Any shareholder who is unable to attend the shareholder meeting can authorize one of the Company s independent directors to attend and vote on his or her behalf. Details of independent directors can be found in Enclosure 8. The Company must receive the shareholder s power of attorney by 21 March 2017 by mail addressed to the Company Secretary, Thaicom Public Company Limited 63/21 Rattanathibet Road, Bang Kra Sor Sub-District, Muang Nonthaburi District, Nonthaburi Province, Page 15 of 16

16 Yours faithfully, - Sign - (Mr. Paiboon Panuwattanawong) Director Authorized by the Board of Directors Thaicom Public Company Limited Any shareholder can access the Invitation Letter of the Annual General Meeting of the Shareholders for the year 2017 and all related documents at the Company s website ( from 27 February 2017 under Investor Relations > Shareholders Meeting. If any shareholder has a query about the agenda, he or she can contact the Company through the Company Secretary, Thaicom Public Company Limited at 63/21 Rattanathibet Road, Bang Kra Sor Sub-District, Muang Nonthaburi District, Nonthaburi Province, or address at comsec@thaicom.net The shareholders can access further information of Annual Report 2016 by scanning QR Code for download both Thai and English version. Invitation Letter 2017 Annual Report 2016 Page 16 of 16