Practice
8 Ensure Engagement and
Communication with Shareholders
The
company has realized on basic right of shareholders both as investor and owner
of company and taking into account of maximize benefits for shareholders
equally by giving importance and respecting the rights to ownership rights, not
beneficial to any group of stakeholders, take care of various information
veritable for shareholders to be confident, participate in decision-making on
important matters of the company such as acknowledge business operation,
management policies or make related reports correctly and completely as
according to the truth through communication channel; company website www.cenplc.com both Thai and English version and www.set.or.th The Board of Directors has guidelines for
the company to perform as follows
1. The company has assigned Thailand
Securities Depository to act as company’s securities registrar in order to facilitate
shareholders to proceed with securities registration of company
2. In
the formulation of Shareholders Meeting, the company will not schedule meeting
on public holidays and commercial
bank holidays by specifying as
appropriate time 08.30 – 5.00 pm as located
in Bangkok
Year 2020, total shareholders’
meeting equal to 1 time as 2020 Annual General Meeting of Shareholders held on Tuesday, April
30, 2020 Vimarnthip Room, 5th Floor, Montien Riverside Hotel, No.372, Rama 3 Road, Bangklo,
Bangkoleam, Bangkok 10120 stared at 2.00 pm. The company has a policy to promote and facilitate shareholders
which includes any investors to attend
the meeting in which company selects a meeting venue that has a public
transportation for convenience
shareholders to attend the meeting because closed to Rama 3 Road as in accordance to policy and criteria for
treating shareholders
There is no Extraordinary Meeting
held in year 2020
3. The company has play importance roles
in every issue as defined law and may have an impact
on the company’s business direction by specify clear agendas to certify,
acknowledge, consider thus each
agenda in invitation letter included objective, reasons and comments from Board of Directors clearly defined along
with supporting documents for consideration by the shareholders thus agenda in shareholders meeting as
importance are as follows:
- Agenda related to directors: has separate RE: appointment of directors and compensation for directors
- Appointment of Director: companies allow shareholders to elect directors to the right people. The basic information of the person who is nominated for the election of directors together with specify the position in other companies If a company is defined by the operator which has the same nature and in competition with the business of the company. Number of participant the Board of Directors meetings by consideration from Boards which are suitable for a wide range of professional qualifications, experience and expertise with a moral vision, an unblemished track record, independently including performance as directors in the past. The Company shall appoint a Nominating Committee
- Remuneration for Directors: Remuneration Committee has considered on amount of compensation and allocated by consideration of time attended the meeting as refine details of appropriate reasons and compare with same kind of reference from industry and economic conditions in accordance with policies and criteria for determining the remuneration. By this, company has proposed remuneration to shareholders meeting for approval annually which can be divided into compensation as money is the meeting allowances and no pay for other benefits and disclose remuneration individually in annual report as title of “Shareholding Structure and Management No.2 Management Structure as sub title of Remuneration of Directors and Executives” and Form 56-1 title of “8.4 Remuneration for Directors and Executives”
- To appoint company’s auditor and Auditor fees: Details on the name of Auditor Company, independence Relationship with the company, number of years served, compares the remuneration of the auditor during the current year by passed and other fee of services from accounting office as auditor belong to both company and subsidiaries. By this, it passed consideration from company’s Audit Committee which has disclosed in the annual report in the title of “Remuneration fee of Auditor” and Form 56-1 No. “9.6 Remuneration fee of Auditor”
-
Allocated of Profit and Dividend
Payment: The detail of this has shown in allocation
of profit, Dividend Payment under The Company’s dividend policy and comparison of dividend payment during the year together with schedule record date and close registration book
for shareholders to be allocated for dividend payment
4. In
every shareholders meeting, company has sent invitation letter to shareholders
meeting together with related
documents and comments from Board of Directors in each agenda. In addition, company has disclose invitation
letter and related documents both Thai and English version in advance for shareholders to
have more time to consider on the website www.cenplc.com
5. The
company has set Annual General Meeting of Shareholders 1 time per year at
reasonable place within 4 months
(120 days) from end of fiscal year: The company has sent notice of meeting together with related documents
with sufficient complete details as shown background
details and comment from Board of Directors each agenda in both Thai and English version as well as practice in
accordance to AGM Checklist by following details:
- Date, Time and Place held Shareholder
meeting
- Minute of last shareholder meeting
- Annual Report together with Financial
Statement
- Agendas; each agenda propose to
shareholder for consideration such as To consider,
To approve, To consider the election, To appoint
- The appointment of directors It
consists of information of persons nominated to be directors in place of those who are due to retire
by rotation such as age, educational background,
training course, work experiences at the present and passed, Number of listed companies and
general companies that hold position of directors, job expertise, illegal record in 5 year, transaction
history that may cause conflicts in the past year, information for consideration of election of
independent directors
- Agenda for consideration of remuneration of directors and sub-committee consists of compensation information of directors and sub-committee, credit limited, actual amount use in past year compared of 2 years, policy and criteria for remuneration both in monetary, other compensation and comment from remuneration committee
- Agenda for
appointment of auditor and determination of remuneration for directors consists of auditor
information compared of 2 years and opinion of the audit committee
- Article of Association related to
shareholders meeting
- Documents and evidence that attendees
must present before attending the meeting,
method of proxy for registration and voting method in shareholders meeting
- Information about the independent
directors nominated by the shareholders to be proxies
- Definition of Independent Director
- Map of venue of Shareholders meeting
- Proxy Form Type A (General
Form) and Proxy Form Type B (Specific Details Form) for shareholders who are unable to attend the
meeting by themselves could give proxy
to Independent Director or any person as specified to be a proxy or choose any proxy type A or C (choose
one) which can be download all 3 types at company website www.cenplc.com. In
addition, company has announced said distribution method through system of Stock
Exchange of Thailand in another way
- Requesting Form of Annual
Report in paper format
6. The
company has notified resolution from Board of Directors as schedule 2020 Annual
General Meeting of Shareholders with
agendas and details in both Thai and English version since March 21, 2020 thus 41 days in advance before meeting date
through Stock Exchange of Thailand
system so that shareholders can allocate time to attend the meeting
7. The
company has published newspaper namely “Kaohoon” advertisements for 3
consecutive days and 30 days before
meeting date as the day of April 1-3, 2020 in order to inform shareholders meeting in advance
sufficient for preparation before attending the meeting
8. If
shareholders could not attend the meeting, company has send proxy as in
accordance to Ministry of Commerce
together with invitation letter to shareholders meeting for shareholders wishing to appoint a proxy to attend
instead by choosing to appoint either a person as a proxy or one of company's independent
directors to attend the meeting on their behalf. In order to protect the rights of shareholders
In
shareholders meeting year 2020 held on Tuesday, April 30, 2020 there are
proxies given to Independent
Directors, Audit Committee and other as follows:
|
Details |
Amount |
Amount Of Shares |
Percentage |
|
Shareholders
according to the registrar |
2,831 |
745,141,929 |
100.00 |
|
Shareholders attended the meeting |
53 |
384,793,360 |
51.64 |
|
-
attend the meeting in person |
22 |
89,358,850 |
23.22 |
|
-
proxies |
31 |
295,434,510 |
76.78 |
|
Proxies given to
Independent Directors and Audit Committee |
20 |
166,626,500 |
43.30 |
|
Proxies given to
others |
11 |
128,808,010 |
33.48 |
9. The
voting rights in meeting are determined according to number of shares held by shareholders as one share equal to one
vote (all company share are common shares) and no shares have special privileges to
limit rights of other shareholders, voting to be done openly by collecting ballots (which has barcode) officials
will record votes by scan barcode.
10. Every
shareholders meeting, documents and evidence that shareholder or their representatives must present before attending
the meeting, method of proxy registration as determined
by company; a guideline as required by law and regulatory agencies such as The Stock Exchange of Thailand and
Securities and Exchange Commission
11. The
company has more channels to disclose information related to invitation to
shareholders meeting together with
same documents as send to shareholders includes rules and regulations related to shareholders
meeting in both Thai and English version on company website www.cenplc.com 30
days in advance thus so shareholders have times to consider with completed and enough details
Year
2020, the company has schedule shareholders’ meeting on Tuesday April 30, 2020 and public invitation letter and
related documentation through company website in both Thai and English version dated March 29, 2020 as
33 days before meeting date.
12. The
company gave Thailand Securities Depository (TSD) as company registrar to
deliver invitation letter to
shareholders meeting together with related documents before meeting date not less than 14 days
The
2020 Annual General Meeting of Shareholders dated Tuesday April 30, 2019 TSD
has delivered Invitation Letter
of Shareholders dated April 12, 2020 which is 19 days in advance
In
case of foreign shareholders or institution; company has sent invitation letter
together with related documents
(both Thai and English version) in order to encourage all type of shareholders and investor to attend
the meeting
13. In
shareholders’ meeting company has set up in accordance to law and aware of convenience,
right and equality of shareholders thus we uses barcode system for registration
at least 1 hour before meeting and
continue until meeting ended in which company registration
is provided
- Provide sufficient personnel
for registration to attend the meeting
- Provide stamp duty for allocating
a proxy without charge as provided to shareholders who gave proxies to other on their behalf
- Provide ballots for every agenda
for shareholders to votes
14. Each
shareholders’ meeting; before starting meeting in accordance to agenda –
corporate secretary is
responsible to notify number and proportion of shareholders attending meeting
Include explanation on voting
method, how to count votes of shareholders in each agenda in accordance to rule and Article of
Association, introduce Board of Directors, subcommittee, top management as attend the meeting as well
as Certified Public Accountant of company for year
2020 in totaling of 2 people namely Dr. Suwatchai Meakhaamnouychai and Miss Kamolthip Rattananantawatee from
Deloilte Touche Tohmatsu Jaiyos and Legal Counsel (Mr. Nattawat Tumawong) from Banchong and Vidhya
Law Office to attend the meeting as votes
counting inspector for this meeting to be transparently, in accordance with law
and company’s Article of
Association thus there is volunteer representing the rights of shareholders from Thai Investor
Association for observation
15. Board of Director give importance to
shareholders’ meeting which consider as duty to attend proxy every meeting except illness or important mission,
shareholder can ask each chairman (subcommittee)
in related issues
In shareholders’ meeting if any
director considered as stakeholders or involved in any agenda then that director will notify the meeting
to request not to attend meeting and abstain in those agenda
The 2020 Annual General Meeting
of Shareholders dated Tuesday April 30, 2020 there are 10 directors in total and 9
directors attended meeting as 1 director absent (due to business engagement accounted for 90% of total
Directors thus Chairman, Executive Chairman, Chairman of Audit Committee, Chairman of Remuneration
Committee, Chairman of Risk Management
Committee, Chief Executive Officer and Chief Finance Officer attended the meeting in order to certify and
answer questions relating to meeting agenda or company
16. The company conduct shareholders’
meeting in accordance with order of agenda specified in invitation letter no added agenda or change importance
information without notifying shareholders
in advance and allocates enough time for presentation of various issues in
each agenda. By this, each
agenda Board of Director give an opportunity for shareholders to fully express their opinion on each agenda
related to business operation of company and subsidiaries.
If
any shareholders wish to add more agenda during the meeting apart from
specified agenda then need approval
from shareholders’ meeting with vote not less than 1 in 3 of shareholders attend meeting and have right to
votes
17. The
company provides us of ballots in every agenda that has to be resolved for
transparency and accountability thus
voting method of each agenda, corporate secretary will as meeting whether any shareholders or proxies disapprove
or abstain then raise up their hand and vote in
ballots together with their signatures then related person will record votes by
scan barcode together with
collect ballot
By
this, shareholders give proxy to independent director thus company will proceed
with vote to agree, disagree or
abstain according to shareholders desires
Details
of voting of each agenda, company has used barcode system as helping tool for counting votes thus voting results
were displayed on screen to acknowledge shareholders at the same time for accuracy results can be announced
immediately after consideration of each agenda
18. Shareholders
are eligible to acknowledge information equally by company public information both Thai and English version through
company website www.cenplc.com and
SET Channel www.set.or.th. In some case, although not
within criteria required by law to be disclosed that information accurately, completely, on time and
transparently
- The company has reveal company
shareholding structure which includes top 10 shareholders
as at record date for current Annual General Meeting of Shareholders before date of meeting, amount
of shares which minor shareholders holds
- Process of related transaction any
importance trade for securities
- Minute of shareholders’ meeting
within 14 days counting from meeting date and public
on company website to be a channel for shareholders to acknowledge and able to verify information without having to wait for next
meeting
- Information related to business operation, management policies, related transaction and importance securities trading as well as other information as necessary for shareholders’ to make decision, give shareholders confidence an operating structure is transparently and verifiable. In addition, doing efficiently operate in order to create prosperity with suitable and continuous in term of returns
- The company has provides a channel
for shareholders; no matter major shareholders, minor shareholders,
institutional investors or foreign investor can contact corporate secretary through E-mail: jantharat@cenplc.com or directly (02)
049 1041 - 3
19. Every
Annual General Meeting of Shareholders thus election of directors in
replacement of there who retired
by rotation thus company give opportunities for shareholders to vote for director individually. In addition, gives
opportunities to shareholders to have right to elect director that they want thus company will attach details of each
director whom elected to hold position
for consideration
20. Every
Annual General Meeting of Shareholders; company gives shareholders right to consider and approve compensation of
directors and subcommittee as details of these compensation
on Board and subcommittee as enough information for consideration
21. Every
Annual General Meeting of Shareholders; the company has schedule agendas on appoint company auditor and their fee to
shareholders for approval. Details on appointed auditor and fees are enough for consideration
22. During
the meeting Board of Director gives opportunities to shareholders to give
opinion suggestion or
ask question in various agendas independently; before voting, chairperson give opportunity to shareholders to ask
question or express opinions
Year 2020 there are 5 people questioning and chairman and related directors answered questions clearly and to the point thus company has recorded in the minutes including question and answer in written
23. The
company has publics resolution of 2020 Annual General Meeting of Shareholders
held on April 30, 2020 which includes
votes of agrees, disagree and abstain, voided ballot in each agenda both
Thai and English version through SET Portal (Stock Exchange of Thailand) with meeting dated April 30, 2020
24. The
company has prepared minute of 2020 Annual General Meeting of Shareholders held
on April 30, 2020 after meeting adjured, recorded the minute,
voting each agenda together with questions
or comments from shareholders completely according to fact shown in shareholders’ meeting to directors and
Managing Director (Stock Exchange of Thailand) within
14 days counting from meeting which is May 13, 2020 along with publishing
through company website www.cenplc.com both Thai and English
version, sent Minute of Shareholders’
meeting to Ministry of Commerce within period specified by law, for shareholders who cannot attend the
meeting, taken pictures of meeting and publish through company website www.cenplc.com to
acknowledge information related to meeting
25. After
Annual General Meeting of Shareholders; the company has prepared Minute of Shareholders meeting as was record
correctly and completely to meeting which importance factors consists of
- Procedure and method of voting in
each agenda
- Names of Board of Directors,
subcommittee, top management as attended meeting and not attended meeting includes reasons for
absent, Auditor, Legal counsel and representative
of minority shareholders
- The resolution of each meeting on
agenda, voting result consisting of agrees, disagrees,
abstains and voided ballot
- Questioning from shareholders
including name-surname and answers from Board of Directors and Executives
26. Voting
on each agenda will be done openly, have ballot for every agenda distributed to
shareholders for only abstain then
deducted with total number of votes in attendance, the rest will be considered as agreed therefore if any
agenda is disapproved by shareholders of abstaining
then those shareholders will sign ballot and raise ballot that has been given
while registering thus those ballot
card (will be named of attendee, amount of shares, barcode) personnel will record score with
using barcode system and keep ballot as evidence which can verifiable along with voting results
will show on screen real-time (agree, disagree and abstain)
Unless
agenda related to election of director individually then will collect ballot
from shareholders/proxies as
attended meeting together with signing
Year
2019, the company uses ballot in every agenda including important agenda which
is agenda on election of
directors by allowing shareholders to select individually and collect ballot at the office for transparency which
can be examined after meeting adjured
27. The
company has policies to pay dividend equally
By
this, in case approval from shareholders on dividend payment, company has
informed resolution of meeting
includes details of dividend payment to shareholders through SETSMART and coordinate with registrar “TSD”
so that shareholders are confident that will receive
compensation based on their right completely and correctly
28. The company gives right to shareholders who joined after meeting has begun with right to vote on agenda being considered and not yet resolved. It was counted as a quorum starting agenda as attended and vote onward
29. The
company care shareholders by providing information, news, business operation, management policies regularly and on
time. Apart from this, disclose information through SET channel and also brought important information includes
current news on company website www.cenplc.com
30. The
company determined to create equality for all shareholders and all groups no
matter major shareholders,
minor shareholders, institutional investors of foreign investors which company gives importance and determine
tools that encourage equality; irrespective of gender,
age, race, nationality, religious beliefs, social status, disability or
political opinion by determine
process that facilitate shareholders to participate in the meeting without
getting too much hassle and without
restriction
31. Board
of Directors has realized and respect right to ownership of shareholders, no
actions are taken to violate or
infringe the rights of shareholders, by look after the interests of shareholders fairly as well as support and
encourage shareholders no matter domestic or foreign
shareholders no matter major shareholders, minor shareholders or any
institutional investors including
basic rights of shareholders, right to sufficient and timely access to information, in time and right to attend
meeting in order to determine director on operation
32. The
company gives chance to shareholders send any questions related to agendas
specified in invitation letter to
shareholders started from April 12-25, 2019 and deliver procedures for the said matter together with invitation
letter to shareholders’ meeting through following channels
- Website: www.cenplc.com
- E-mail: jantharat@cenplc.com
- Postal To
Jantharat Sodsonchit
Capital
Engineering Network Public Company Limited
1011
Supalai Grand Tower, 17th Floor, Room No. 1703 & 1704
Rama
3 Road, Chongnonsi, Yannawa, Bangkok 10120
Year
2020 no shareholders send question in advance
33. Distribution of shares of shareholders’
equity
·
The
company has no cross of shareholding within group of company
·
The
company has set record date for shareholders to attend the meeting on April 4,
2019
·
Board of Directors, their mate and child
under 20 holding shares together equals to 5.01% which is not more than 25% of
shares sold
·
Free Float equal to 69.73% of total shares
sold which more than 25% shares sold to public
· The company has proportion on holding total shares on institutional investor equals to 7.60% of total outstanding shares.
The company has realized corporate
governance by seeing that principles are beneficial to company in term of
development so company has practices in accordance to CG Code as appropriate to
business of company (most of data links from CG to CG Code) thus some topics
are being study to be adapt and suitable to context of company; resolution from
Board of Directors meeting No.1-2020 has resolved to adopt good corporate
governance for listed companies year 2017 to be deployed according to company’s
business context and relevant to Securities and Exchange Commission regulations
Year 2019, The Company has practices
in accordance to suggestion of IOD by considering the suitability of the
company but there are still some things that company does not fulfill all the
requirements, namely
1. The Company should have Social Responsibility report which can be includes in Annual Report or separated in accordance to Global Reporting Initiative (GRI)
The
company has acknowledged and has commented which include in Annual Report
2. Companies
should communicate information about arranging for analysts.
Company
has investor relation department that provides information to securities analysts and investors
3. The company should communicate the information through the
press release/ creating
a newsletter presented to Financial Status of company
The
company has published Financial Status and Notes to Financial Statement of management regularly every
quarter through SETSMART of Stock Exchange of Thailand
4. Director should clearly specify the term of office of
independent directors in the corporate
governance policy by not more than 9 years without exception
The company has acknowledged and has
commented; presently there are 2 people of
Independent Director who holds the position more than 9 years however, Board of
Directors seems that
independent director are fully qualified according to qualification of independent director
of company and requirement of Capital Market Supervisory Board who is capable and
independent expression includes well perform in term of independent director, have counterbalance in term
of management, can examine as adhere under good corporate
governance thus shareholders’ meeting is the only person to approve election of
directors and independent directors
Practice according to good
corporate governance in others
The
process on Anti-Corruption
Board of Directors continuously raising awareness and promoting good corporate governance culture to directors, executives and employees in order to access any risks happened in operation thus internal audit act as appraiser
In year 2019, Audit Committee has set up risk report on corruption in every quarter, showing no irregularities
- The company has some communicated and public practice in accordance to business ethic and anti-corruption policies by following channels:
- Give orientation to new employees
- Company website www.cenplc.com
- Publicize through Brochures / Public Relation Board
Survey Results on Corporate Governance
of Listed Companies
Year 2019, Thai
Institute of Director jointly with Securities and Exchange Commission and Stock
Exchange of Thailand announce survey results regarding corporate governance of
listed companies for year 2019 in totaling of 657 companies by evaluating from 2018
Annual Report and information which revealed to public thus company received
“very good” survey results.
|
Score
Range |
Meaning |
|
90-100 |
Excellent |
|
80-89 |
Very
Good |
|
70-79 |
Good |
Criteria
and weight use in assessment
|
Section |
Criteria
(No.) |
Weight
(%) |
||
|
2019 |
2018 |
2019 |
2018 |
|
|
1.
Right of Shareholders |
32 |
32 |
15 |
15 |
|
2.
To treat shareholders equally |
19 |
19 |
10 |
10 |
|
3.
Roles of stakeholders |
29 |
29 |
20 |
20 |
|
4.
Disclosure and Transparently |
53 |
53 |
20 |
20 |
|
5.
Responsibilities of Board |
108 |
108 |
35 |
35 |
|
TOTAL |
241 |
241 |
100 |
100 |
