Equitable Treatment of Shareholders KCE recognizes the importance of all shareholders and adheres to corporate governance practice to ensure the

Transcription

1 Equitable Treatment of Shareholders KCE recognizes the importance of all shareholders and adheres to corporate governance practice to ensure the equitable treatment of all shareholders. There is no discrimination of shareholders whether major or minor, foreign or institutional. The shareholders are protected from abusive action by, or in the interest of controlling shareholders acting directly or indirectly. KCE s guideline to foster equitable treatment of shareholders includes the following. 1. Designation of proxies to the Annual General Meeting of Shareholders All shareholders received equitable and fair treatment and to maintain the rights to the AGM either in person or by proxy. Shareholders may also delegate their votes to any of the KCE independent directors. The names and details of each independent director were sent with the proxy forms as defined by the Ministry of Commerce without condition. All information was provided both in Thai and in English. All documents sent to foreign shareholders were translated into English. The Company s proxy forms comply with the regulations of the Business Development Bureau of the Ministry of commerce which recommended that each agenda can be voted specifically and separately. In 2012, the proxy forms sent with Annual Report to all shareholders 17 days prior to the AGM contain the following instructions for the shareholders: 1. In the event that the shareholder is a natural person: 1.1 Attendance in person: A valid official ID card in where a photograph is shown, e.g. personal ID card, driver license, or passport. 1.2 Attendance by proxy: (a) a proxy form, the form of which is attached hereto together with the notice for calling the annual general meeting of the shareholders, that is completely filled, signed by the proxy grantor (the shareholder) and the proxy;

2 (b) a copy of the proxy grantor s official ID card as referred to in 1.1 certified true and correct by the proxy grantor; and (c) an original of the proxy s official ID card as referred to in In the event that the shareholders is a juristic person: 2.1 Attendance in person by an authorized representative of the shareholder : (a) an original of such authorized representative s official ID card as referred to in 1.1 ; and (b) a copy of the Affidavit or Certificate of Incorporation of the shareholder showing the name of such authorized representative as a person having power and authority to act on the shareholder s behalf and such copy of the Affidavit or Certificate of Incorporation must be certified true and correct by such authorized representative. 2.2 Attendance by proxy: (a) a proxy form, the form of which is attached hereto together with the notice for calling the annual general meeting of the shareholders, that is completely filled, signed by the proxy grantor (the shareholder) and the proxy; (b) a copy of the Affidavit or Certificate of Incorporation of the shareholder showing that the name of the person who signs in the proxy form as the proxy grantor is an authorized representative of the shareholder having power and authority to act on the shareholder s behalf and such copy of the Affidavit or Certificate of incorporation must be certified true and correct by such authorized representative; and (c) an original of the proxy s official ID card as referred to in In the event that the shareholder is a non-thai shareholder or is a juristic person incorporated under foreign laws:

3 Provisions specified in paragraphs nos.1 and 2 above shall be applied mutatis mutandis to a non-thai shareholder or, as the case may, be a shareholder which is juristic person incorporated under foreign laws subject to the following conditions: (a) Affidavit or Certificate of Incorporation of such juristic person may be issued by either the governmental authority of the country in where such juristic person is situated or by an officer of such juristic person, provided that such an Affidavit or Certificate of Incorporation must contain the name of the juristic person, the address of the head office of the juristic person, and the name(s) of the person(s) having authority to sign on behalf of the juristic person together with any restrictions or conditions of the power of such person(s); and (b) English translation is required to be attached for any original document which is not made in English and such translation must be certified by the authorized representative(s) of such juristic person. 2 Facilitation for the shareholders to attend AGM KCE ensures the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders have the right to fair practice without discrimination. Registration to attend the AGM began 2 ½ hours prior to the commencement of the meeting and continued through the end of the AGM. AGM registration started at hrs. at the Ballroom B,,Westin Grand Sukhumvit Hotel. The venue was chosen for the AGM for its convenient location and to facilitate accessibility for the shareholders. KCE staff was presented at the meeting to provide information regarding registration, to collect and to count vote ballots, to collect questions and to provide any assistance that were required. - KCE organized a systematic and effective barcode registration process to facilitate the shareholders attending the meeting. Shareholders and their proxies were expedited through the registration process with a large number of staff on hand to facilitate the process.

4 - All shareholders and proxies were provided with the voting slips, one for each agenda. - Shareholders were offered snacks, souvenirs and refreshments. Voting Cards Procedure at the AGM KCE uses voting cards for all Meeting agendas and retained voting cards of those who did not agree with Meeting resolutions or abstained from exercising their rights. For the Director Election Agenda, the proposed nominees to replace vacancies arising by rotation were considered individually. 3 Prevention of use of internal information by directors and staff. Measures have been taken to prevent insider trading and the misuse of internal information by the Company s Board members, management and staff including their spouses and their under- aged children. Board members and those who have retired from office of no more than 6 months are prohibited from making any transactions in regards to KCE shares from 1 month prior and 3 days post-disclosure of the Company s financial performance. The Company s Board members and its executives are required to disclose their investments in KCE shares. Reports of their holding must be updated and submitted to the Board of Directors on a regular basis. All directors and executives are to disclose to the board whether they and their related parties have interest in any transaction or matter directly affecting the company. There were no related party transactions in Penalty regarding the use of internal information by executives and employee The Company has instituted measures to prevent the use of the Company s information by prohibiting the units to which the information is made known from disclosing such information to irrelevant units or persons. The Company executives who obtain the Company s financial information shall not personally use such information prior to public disclosure and will

5 refrain from the trading of the Company s securities for a period of one month prior to the public disclosure of the Company s financial statements. Upon the listing of the Company s securities on the Stock Exchange of Thailand, the Company requires that the directors and executives shall have the duty to report their holding of the Company securities under Section 59 of the Securities and Exchange Act B.E and shall comply with the Notification of the Office of the Securities and Exchange Commission No. SorJor 14/2540, dated May 21, 1997 re: Preparation and Disclosure of the Holding of Securities. Non-compliance with this provision will be subject to a penalty under the Securities and Exchange Act B.E and under the requirements of the Stock Exchange of Thailand. The Company will also take proper disciplinary action: verbal or written reprimand, probation, termination of employment by summary dismissal, discharge or deposition, against the persons who acquire benefit in using or disclosing the Company s internal information, which may cause damage to the Company. The severity of punishment shall be appropriate to the intention and severity of such offence. Conflict of interest and Related Party Transaction The Board of Directors does not allow directors, executives and staff to seek personal gains or to engage in business in direct competition with the Company or in transactions that may lead to a conflict of interests with the Company. If such a transaction is unavoidable, the Board of Directors shall ensure that the transaction is carried out with transparency and fairness similar to transactions carried out with unrelated parties. In all meetings including AGM meeting, the third party who may have conflicts, interests or any other conflict of interest is to inform the members of the meeting of the conflict of interest or relatedness and is to refrain from considering or approving that transaction.

6 The Company follows the guidelines and procedures as stipulated by the SET since September 2004 that : Information disclosure is a must; should there be any relationship that falls within the definition as stipulated by the SEC. Disclosure is made on the person or entity that is related. Each time there is a new management appointment; the Company Secretary sends the Details of Related Persons Form as per the SEC s guidelines relating to information disclosure for listed companies on related party transactions, B.E for the newly appointed person to fill and sign-off on the integrity of information provided. The document is to be returned to the Company s Secretary who is responsible for summarizing the information of related persons and business entities for review purposes. The information provided to each business unit serves as reference for screening proposals seeking management or Board of Directors approval. Related party transactions are to be disclosed in the Annual Report (Form 56-2) and the annual disclosure of the Company s information (Form 56-1). There were no related party transaction in All shareholders have equal access to KCE information through various channels. Phone : Fax : Website : information@kce.co.th Postal Mail: Executives Office KCE Electronics Public Company Limited /1,1 Moo. 4 Lat Krabang Industrial Estate

7 Chalongkrung Road, Kwang Lumplatew Lat Krabang, Bangkok 10520