THE POST PUBLISHING PUBLIC COMPANY LIMITED

Transcription

1 THE POST PUBLISHING PUBLIC COMPANY LIMITED Registration No Minutes of the 2011 Annual General Meeting of Shareholders Friday 22 nd April 2011 Conference Room, Bangkok Post Building 8 th Floor 136 Na Ranong Road, Klongtoey, Bangkok The Meeting started at 11:05 hours. Directors Present: M.R. Pridiyathorn Devakula Mr. Ek-Rit Boonpiti Mr. John Thompson Mr. Kreingkrai Kanjanapokin Mr. Pichai Vasnasong Mr. Pramoj Rathavinij Dr. Siri Ganjarerndee Mr. Supakorn Vejjajiva Mr. Suthikiati Chirathivat Dr. Wissanu Krea-ngam Mr. Worachai Bhicharnchitr Directors Absent: Mr. Chartsiri Sophonpanich Ms. Cheung hoi Sze Elsie Ms. Kuok Hui Kwong Mr. Kuok Khoon Ean There were 11 shareholders holding 102,086,990 shares and 45 proxies holding 300,228,096 shares totaling 56 shareholders and proxies holding 402,315,086 shares, equivalent to per cent of the Company s issued and fully paid ordinary shares of 500,000,000 shares and the required quorum was met under the Articles of Association of the Company, Article 3. M.R. Pridiyathorn Devakula, Chairman of the Board of Directors, chaired the Meeting. The Chairman then instructed Mr. Puck Bhengsri, Chief Financial Officer and Company Secretary to introduce directors, senior management, auditor, and legal adviser to the Meeting. Page 1 of 12

2 Independent directors: Mr. Pichai Vasnasong Chairman of the Nomination and Remuneration Committee Member of the Audit Committee Dr. Siri Ganjarerndee Chairman of the Audit Committee and Member of the Nomination and Remuneration Committee Mr. John Thompson Member of the Audit Committee Mr. Pramoj Rathavinij Dr. Wissanu Krea-ngam Non-executive directors: Mr. Suthikiati Chirathivat Chairman of the Executive Committee Mr. Worachai Bhicharnchitr Member of the Executive Committee Member of the Nomination and Remuneration Committee Mr. Kreingkrai Kanjanapokin Mr. Ek-rit Boonpiti Executive Director: Mr. Supakorn Vejjajiva Member of the Executive Committee Chief Operating Officer Senior management: Mr. Pichai Chuensuksawadi Mr. Pattnapong Chantranontwong Mr. Nha-Kran Loahavilai Mr. Anil Pinrenu M.L. Dhanavisuth Visuthi Mr. Pornchai Saengaroon Mr. Surat Singsuksawad Ms. Suthida Maleipan Mrs. Siri Udomritthiruj Editor-in-Chief Editor, Bangkok Post Editor, Post Today Executive Vice President Operations Executive Vice President Marketing and Circulation Executive Vice President Human Resources Executive Vice President Distribution Executive Vice President Digital Media Managing Director, Post International Media Company Limited Page 2 of 12

3 Auditor who attended the Meeting to answer questions: Mrs. Saifon Inkaew Ernst & Young Office Limited Legal Counsel who attended the Meeting to supervise the registration, voting and vote counting process: Mr. Satit Sensupa Vickery & Worachai Limited Reference was made to the Proposal for additional AGM Agenda and/or Nomination of Candidates for Director of the Company. To follow the practice of Good Corporate Governance for the Annual General Meeting of Shareholders, the Company facilitated shareholders who wished to propose additional appropriate agenda of the Annual General Meeting of Shareholders and/or nominated candidates who had appropriate qualifications and possessed no prohibited characteristics for directors of the Company. Details of the procedure had been posted on the Company s website. The Company advised the Meeting that the Company did not receive any proposal for additional agenda or nomination of candidates for directors of the Company. The voting and vote procedures had already been sent to shareholders, together with the Invitation to attend the 2010 Annual General Meeting of Shareholders. Details of the voting and voting procedures are as follows: 1. For shareholders who come to the Meeting in person and proxies with the Proxy Form Type A (General and simple format), the Company provides them with vote cards for each agenda item at the registration prior to the Meeting. 2. For proxies with the Proxy Form Type B (Detailed and fixed format) and for foreign shareholders who appointed custodians in Thailand as proxies with the Proxy Form Type C (The form for foreign shareholders who appointed custodian in Thailand), the Company records fixed votes as stated in the proxy forms in our computer at the time of registration. In case those shareholders did not vote on any agenda item or the instruction was not clear, the Company provides them with vote cards for such agenda items only at the registration prior to the Meeting. 3. In voting for each agenda item, the Company will ask the Meeting for any disapprove or abstain. If both the records in our computer and the voting during the Meeting show no disapprove or abstain, it is deemed that the Meeting unanimously approves the matter. If certain shareholders vote disapprove or abstain in the Meeting, the Company will ask these groups of shareholders to complete the vote cards for record. To calculate the number of Page 3 of 12

4 approve votes, the Company will deduct disapprove and abstain votes from the total number of shares attending the Meeting. The Company will process the vote counting and disclose the results of the votes in the Meeting. The Chairman then proceeded with the agenda of the Meeting as follows: 1. To approve the Minutes of the 2010 Annual General Meeting of Shareholders that was held on Friday 9 th April 2010 The Minutes of the 2010 Annual General Meeting of Shareholders that was held on Friday 9 th April 2010 were sent to shareholders together with the Invitation to Attend the 2011 Annual General Meeting of Shareholders. The Board of Directors recommended shareholders to approve the Minutes. The Meeting approved the Minutes of the 2010 Annual General Meeting of Shareholders that was held on Friday 9 th April (Approve: 402,315,086 votes, disapprove: - votes, and abstain: - votes) 2. To acknowledge the Annual Report of the Company and approve the audited financial statements for the year ended 31 st December 2010 The 2010 Annual Report and the audited financial statements for the year ended 31 st December 2010 were sent to shareholders together with the Invitation to attend the 2011 Annual General Meeting of Shareholders. The Board of Directors recommended shareholders to acknowledge the Annual Report of the Company and approve consolidated balance sheet as at 31 st December 2010 and the related consolidated statements of earnings, changes in shareholders equity and cash flows for the year then ended and the separate financial statements for the same period that have been audited by the auditor. The Chairman then instructed Mr. Supakorn Vejjajiva, Chief Operating Officer, informed the Meeting further on the result of operation. The Company reported the consolidated sales and service income of 1,815.1 million baht in 2010, compared to 1,610.2 million baht in 2009 or an increase of 12.7 per cent. The Company spent 5.1 million baht as a capital of a newly established subsidiary, Post News Company Limited, to undertake the TV co-production of news with NBT Channel 11 and 36.3 million baht, compared to 89.3 million baht last year, in developing new computer applications. Page 4 of 12

5 Consolidated net profit for 2010 was 83.2 million baht, compared to consolidated net loss of 97.9 million baht in Cost of sales and services increased only 2.4 per cent from 1,235 million baht in 2009 to 1,265 million baht in Selling expenses, administrative expenses, and management s remuneration declined 5.8 per cent from million baht in 2009 to million baht in The Company also gradually made long-term loan repayments of million baht in 2010 and made an interim dividend payment of 25 million baht in December last year. Mr. Siriwat Voravetvuthikun, shareholder, asked how the Company managed to reduce selling expenses, administrative expenses, and especially management s remuneration from 84 million baht to 78 million baht. Mr. Supakorn Vejjajiva explained that the Company offered a staff early retirement plan at the end of There were three senior managers among those who joined the plan. The Company also better managed the selling expenses, distribution cost, printing cost, and cost of newsprint. Mr. Siriwat Voravetvuthikun asked how the Company managed to reduce interest expenses and about the trend for this year. He also asked how the Company managed to increase advertising sales by 20 per cent. Mr. Supakorn Vejjajiva explained that the advertising market improved substantially in Advertising increased in both newspapers and magazines. Outlook for advertising spending for this year remains positive especially real estate and automobile. Mr. Puck Bhengsri, Chief Financial Officer, explained that most of our borrowings were short-term loans from banks. Levels of interest rate were relatively low last year and the Company managed to pay down some of the loans. Levels of interest rate started to climb up and liquidity might be tight. The Company therefore had a plan to switch to long-term borrowing in Mr. Siriwat Voravetvuthikun suggested that the Company apply for a credit rating and issue debentures. The Company acknowledged. Page 5 of 12

6 The Meeting acknowledged the 2010 Annual Report and approved the financial statements for the year ended 31 st December 2010 that was audited by the auditor. (Approve: 402,315,186 votes, disapprove: - votes, and abstain: - votes) 3. To approve the appropriation of profit dividends The Company s statutory reserve had already attained the amount of ten per cent of the registered capital. The Company will not make any further appropriation of profits as statutory reserve. The Company has already paid the interim dividends of 25 million baht or 0.05 baht per share. The Board of Directors recommends shareholders to approve the full year dividends of 70 million baht or 0.14 baht per share for the year ended 31 st December Subject to the approval of shareholders, the Company will pay the final dividends of 45 million baht or 0.09 baht per share to shareholders whose names appear in the share register on the record date on Tuesday 3 rd May Share register shall be closed for a compilation of names of Shareholders on Wednesday 4 th May The Company will make the dividend payment on Friday 20 th May 2011 from net profits that were subject to corporate income tax at the rate of 30 per cent. Mr. Siriwat Voravetvuthikun asked about the Company s dividend payout policy. Chief financial Officer explained that the Company s Payment of Dividend Policy that had been disclosed was the Company is to maintain approximately 60 per cent of its profits for the payment of dividends each year. The fluctuation of payment will depend on capital spending commitment and liquidity of the Company s cash flows. Mr. Siriwat Voravetvuthikun thus recommended that there would be no need to pay dividend close to 100 per cent of profit. The Company should be looking to increase its book value as well. The Chairman advised that directors had already discussed this matter. We decided to pay out most of profit as dividends because we could not pay any dividend a year earlier. We would expect to pay normal dividends next year. The Meeting approved the full year dividends of 70 million baht or 0.14 baht per share for the year ended 31 st December The Company will pay the final dividends of 45 million baht or 0.09 baht per share to shareholders whose names appear in the share register on the record date on Tuesday 3 rd May Share register shall be closed for a compilation of names of Shareholders on Wednesday 4 th Page 6 of 12

7 May The Company will make the dividend payment on Friday 20 th May 2011 from net profits that were subject to corporate income tax at the rate of 30 per cent. (Approve: 402,315,186 votes, disapprove: - votes, and abstain: - votes) 4. To elect directors replacing directors who shall retire by rotation, elect additional directors, and fix the authority of directors (if any) Directors who shall retire by rotation are Mr. John Thompson, Mr. Suthikiati Chirathivat, Mr. Pichai Vasnasong, Ms. Kuok Hui Kwong, and Mr. Supakorn Vejjajiva. Mr. John Thompson and Mr. Pichai Vasnasong qualify as independent directors. The Board of Directors with the advice of the Nomination and Remuneration Committee recommends shareholders to reelect Mr. John Thompson, Mr. Suthikiati Chirathivat, Mr. Pichai Vasnasong, Ms. Kuok Hui Kwong, and Mr. Supakorn Vejjajiva as directors of the Company for another term. Chief Financial Officer and Company Secretary advised the Meeting further that the Company had already disclosed additional information of directors proposed for reelection such as number of years served as director and meeting attendance in the previous year in the 2010 Annual Report and in the Details of Persons Nominated Directors. Mr. Siriwat Voravetvuthikun asked about Ms. Kuok Hui Kwong s meeting attendance last year. The Chairman explained that the Company facilitated directors participation through teleconference and assured the Meeting that Ms. Kuok Hui Kwong has always followed up the operation of the Company even outside of the Board meetings. Mr. Suthikiati Chirathivat, Director and Chairman of the Executive Committee, informed the Meeting further that our meeting schedule might not accommodate directors who must travel from abroad, but they have always been active in the formation of the Company s policy and the follow up of the operation. For the election of directors, shareholders and proxies may elect the whole Board or individual directors. Each shareholder shall have one vote for each share for which the shareholder is the registered holder. A shareholder or proxy may vote only for as many persons as there are vacancies on the Board of Directors to be filled. A shareholder or proxy may not cast more than one vote for any person in respect of each share that the shareholder holds or that their proxy represents, and may not allot any portion of their votes to other persons. After the vote, the candidates shall Page 7 of 12

8 be ranked in descending order from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied in such a way as the number of directors is exceeded, the remaining appointments shall be made by drawing lots. The Company will collect all the vote cards for record. The Meeting reelected directors replacing directors who shall retire by rotation as follows: 1. Mr. John Thompson (Approve: 402,315,686 votes, disapprove: - votes, and abstain: - votes) 2. Mr. Suthikiati Chirathivat (Approve: 402,315,686 votes, disapprove: - votes, and abstain: - votes) 3. Mr. Supakorn Vejjajiva (Approve: 402,315,686 votes, disapprove: - votes, and abstain: - votes) 4. Mr. Pichai Vasnasong (Approve: 401,572,986 votes, disapprove: 742,700 votes, and abstain: - votes) 5. Ms. Kuok Hui Kwong (Approve: 392,459,386 votes, disapprove: 9,856,300 votes, and abstain: - votes) The directors of the Company and their most recent dates of election therefore are as follows: 1. Mr. Kreingkrai Kanjanapokin (10 th April 2009) 2. Mr. Ek-Rit Boonpiti (10 th April 2009) 3. Dr. Siri Ganjarerndee (9 th April 2010) 4. Mr. Worachai Bhicharnchitr (9 th April 2010) 5. M.R. Pridiyathorn Devakula (9 th April 2010) 6. Dr. Wissanu Krea-ngam (9 th April 2010) 7. Mr. Pramoj Rathavinij (9 th April 2010) 8. Ms. Cheung hoi Sze Elsie (9 th April 2010) 9. Mr. Chartsiri Sophonpanich (9 th April 2010) 10. Mr. Kuok Khoon Ean (9 th April 2010) 11. Mr. John Thompson (22 nd April 2011) 12. Mr. Suthikiati Chirathivat (22 nd April 2011) 13. Mr. Supakorn Vejjajiva (22 nd April 2011) 14. Mr. Pichai Vasnasong (22 nd April 2011) 15. Ms. Kuok Hui Kwong (22 nd April 2011) Page 8 of 12

9 5. To fix director remuneration Although the Company proposed an increase of the director remuneration from 11 million baht to 12.5 million baht since the economy had shown some improvement, the economy at present remained uncertain with interest rates and energy prices moving higher. The Shareholders were therefore asked to approve the remuneration of the Board of Directors for the year 2011 of not more than 11,000,000 baht (no increase from ) and empower the Board of Directors to consider the allocation of such remuneration, as they deem appropriate. The Meeting approved the remuneration of the Board of Directors for the year 2010 of not more than 11,000,000 baht (no increase from last year) and empowered the Board of Directors to consider the allocation of such remuneration as the Board of Directors deems appropriate. (Approve: 402,315,686 votes, disapprove: - votes, and abstain: - votes) 6. To appoint independent auditor and fix the audit fee The Board of Directors with the advice of the Audit Committee recommends shareholders to appoint Mr. Narong Puntawong, Certified Public Accountant Registration No. 3315, and/or Miss Thipawan Nananuwat, Certified Public Accountant Registration No. 3459, and/or Miss Siraporn Ouaanunkun, Certified Public Accountant Registration No of Ernst & Young Office Limited as the auditors of the Company for the year 2011 for a total audit of 1,170,000 baht. In the event those auditors are unable to perform their duties, Ernst & Young Office Limited is authorized to assign another of its auditors to perform the audit and express an opinion on the company s financial statements in their place. The audit fee for 2010 was 1,130,000 baht (same as 2009) and the Company did not paid any non-audit service fee to the auditors for their other professional and special audit service during the year. Mr. Narong Puntawong will be appointed the auditor of the company for the first year. Miss Thipawan Nananuwat is appointed the auditors of the Company for the past two years and Miss Siraporn Ouaanunkun has been appointed the auditors of the Company for the past four years. Auditors from the same office shall also be appointed auditors of the Company s subsidiaries. The Meeting appointed Mr. Narong Puntawong, Certified Public Accountant Registration No. 3315, and/or Miss Thipawan Nananuwat, Certified Public Accountant Registration No. 3459, and/or Miss Siraporn Ouaanunkun, Certified Public Accountant Registration No of Ernst & Young Office Limited as the auditors of the Company for the year 2011 for a total remuneration of 1,170,000 baht. In the event those auditors are unable to perform their duties, Ernst & Young office Limited is Page 9 of 12

10 authorized to assign another of its auditors to perform the audit and express an opinion on the Company s financial statements in their place. (Approve: 402,315,686 votes, disapprove: - votes, and abstain: - votes) 7. To approve an amendment of the Articles of Association of the Company The Board of Directors wanted to change authorized director signatory so that an authorized director has authority to sign to bind the Company on the matters concerning defending all criminal complaints charged against the Company at all stages and certifying true copies of documents of the Company or related to the Company in addition to two directors affixing signatures jointly and therefore advised the Meeting to approve the amendment of the Articles of Association of the Company, Article 9 General Powers, Delegation of Powers and Authorized Director Signatory From: The business of the Company shall be managed by the Board of Directors in accordance with these Articles of Association and resolutions adopted by General Meetings. The Board of Directors may delegate one (1) or more directors or any other persons to carry out any task on behalf of the Board of Directors, unless prohibited by these Articles of Association, and all such delegations shall be in writing signed by the authorized director signatory of the Company. jointly. The authorized directors of the Company are Two directors affix signatures The Board of Directors has authority to appoint or change the authorized directors of the Company. To: The business of the Company shall be managed by the Board of Directors in accordance with these Articles of Association and resolutions adopted by General Meetings. The Board of Directors may delegate one (1) or more directors or any other persons to carry out any task on behalf of the Board of Directors, unless prohibited by these Articles of Association, and all such delegations shall be in writing signed by the authorized director signatory of the Company. The Board of Directors has authority to appoint or change the authorized directors of the Company. Page 10 of 12

11 The Meeting approved the amendment of the Articles of Association of the Company, Article 9 General Powers, Delegation of Powers and Authorized Director Signatory to: The business of the Company shall be managed by the Board of Directors in accordance with these Articles of Association and resolutions adopted by General Meetings. The Board of Directors may delegate one (1) or more directors or any other persons to carry out any task on behalf of the Board of Directors, unless prohibited by these Articles of Association, and all such delegations shall be in writing signed by the authorized director signatory of the Company. The Board of Directors has authority to appoint or change the authorized directors of the Company. (Approve: 402,315,686 votes, disapprove: - votes, and abstain: - votes) 8. To consider other matters (if any) The Board of Directors advised shareholders that shareholders holding shares amounting to not less than one-third of the total number of shares sold may request the Meeting to consider matters other than those indicated in the Notice calling for the Meeting. There was no other matter. The Chairman then asked if shareholders had any query or recommendation to the Board of Directors and senior management. Mr. Siriwat Voravetvuthikun advised the Company that the Company should announce the results of the votes using a projector. The Company acknowledged. Mr. Kitti Snidvongs Na Ayudhya, shareholder, advised the Company to produce more book titles and to invest in retailed book stores. The Chairman explained that investing in retailed book stores would incur cost and therefore might reduce profit. Mr. Supakorn Vejjajiva explained further that our main activities are publisher and distributor of the Bangkok Post, Post Today, CLEO, ELLE, ELLE Decoration, Marie Claire, and Martha Stewart Living. Our Thai editions of these international magazines have been popular among the readers and generated good revenue. The Company has expanded its multimedia presence with the launch of Thai-language TV and radio programmes on TNN24, TV Channel 5, and with the co-production of news with NBT Channel 11. We also broadcasted our radio program on FM and invested in Flash News Company Limited that broadcasted Page 11 of 12

12 its radio program on FM As for book publishing which was not the main business of the Company, we published more than 90 titles in the last two years and distributed them through retailed book stores. The Company would continue to expand its online news editions such as mobile applications on iphone, ipad, and Blackberry to better serve our readers. Shareholders did not have any more query or recommendation to the Board of Directors and senior management. The Meeting adjourned at 12:07 hours. (M.R. Pridiyathorn Devakula) Chairman of the Board of Directors Chairman of the Meeting (Puck Bhengsri) Chief Financial Officer and Company Secretary Page 12 of 12