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In brief

On 10 January 2024, the Office of the SEC issued guidelines relating to listed company shareholder meetings to enhance good governance, transparency, and efficiency of the meeting, and to allow shareholders’ participation.


In more detail

Key considerations of the guidelines are set out below:

  • Methods and Procedures   

The guidelines recommend that the board of directors of a listed company consider holding an on-site shareholder meeting or a combined on-site and online meeting (hybrid).

In the case of an online meeting, the listed company must consider procedures that allow shareholders who attend the meeting to participate and exercise their rights in accordance with the laws, regulations, and articles of association of the listed company. The procedures include the use of standardized e-meeting systems with proper communication methods and administrative procedures, e.g., registration, verification and Q&A sessions. For more information, please see the SEC’s FAQ.

  • Presentation of Agenda Items 

The listed company must allocate appropriate and sufficient presentation time and Q&A sessions for each agenda item to ensure that the shareholders receive complete and adequate information for consideration and voting. For example, in an agenda item regarding a major or related party transaction, the board of directors or executives should present the background information, material conditions, analysis of pros and cons and the effects of the transaction on the listed company and the shareholders. Further, the scope of delegation of authority from the shareholders’ meeting to the director(s) or any person must be explicitly set out.

  • Inquiries and Q&A sessions

The listed company must prepare and dispatch an invitation to the shareholders’ meeting (including the agenda items and the attachments) in accordance with the period specified by law and also disclose the documents on the company’s website. The listed company must allocate sufficient time during each agenda item for shareholders’ inquiries and comments and also provide clear and complete answers to the meeting.

In the case of an online meeting, the listed company must inform all shareholders of any questions asked and the responses of the listed company. The listed company must also disclose all Q&As to the public as required under the Stock Exchange of Thailand’s disclosure rules and on the company’s website. In addition, the listed company must ensure that the meeting minutes are accurate, complete and clear, and are disclosed to investors and the public.

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Call for action

As the season for annual general meetings is approaching, it is likely that the manner in which the listed companies will hold their shareholder meetings will be scrutinized. Listed companies should note and comply with the above guidelines to support good governance and encourage shareholders to participate.

If you have any questions, please contact us.

Author

Kowit Adireksombat is a member of the Financial Services Division. He joined the Firm in 2007 and became a partner in 2018. Since joining the Firm in 2007, he has been active in corporate transactions which include capital markets, banking and financial transactions, and mergers and acquisitions.

Author

Theppachol Kosol joined Baker McKenzie in 1995 and currently serves as partner in the Firm’s Capital Markets & Securitization Practice Group in Bangkok. He routinely advises clients on dealings with government agencies and authorities, particularly the Securities and Exchange Commission, the Stock Exchange of Thailand, the Bank of Thailand and the Ministry of Commerce.

Author

Manita Hengriprasopchoke is an Associate in Baker McKenzie, Bangkok office.

Author

Warittha Jitvuttichod is an Associate in Baker McKenzie, Bangkok office.

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