Bangkok, Tuesday 19 May 2020 - SEC is seeking comments in relation to : regulations on shareholders meetings of listed companies to serve as a guideline; regulations on proposing agenda items by shareholders in order that the Boards of Directors shall receive sufficient information, and there will be no excessive burden; and regulations on proxy solicitation in order to facilitate shareholders who are unable to attend meetings to have sufficient information for consideration and to be able to vote according to their true intention.
In the past, proposing of agenda items by shareholders of
listed companies and proxy soliciting have been carried out differently for
each company and for soliciting person as there is no common regulations determining practices
to propose agenda items by shareholders and to solicit proxies from
shareholders. SEC, therefore, plans to issue regulations on these matters to promote uniformity in the practices.
In a matter of the proposal of agenda items by shareholders under Section 89/28 of the Securities and Exchange Act B.E.
2535 (1992), SEC considers to
impose a specific period for proposing agenda items for annual general meetings
and extraordinary general meetings, to require the persons proposing the agenda
item to possess sufficient information and supporting documents, to specify
details in the invitation letters to
shareholders meetings, and so forth, in order for listed companies and
shareholders to have clear practice guidelines, and the Boards of Directors
shall have sufficient information whereby it will not cause an excessive burden.
In addition, SEC considers to issue regulations on the proxy
solicitation under Section 89/28 of the
Securities and Exchange Act B.E. 2535 (1992) whereby necessary and sufficient
information for decision-making for shareholders must be provided in order to
facilitate the shareholders who cannot attend meetings to be able to vote
according to their true intention.
The new regulations will also specify the qualifications of the
soliciting persons and proxies and the minimum information to be disclosed in
soliciting shareholders, etc.
SEC
has made the public hearing document on the regulations on proposing agenda
items in shareholders meetings by shareholders available at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=623
and the regulations on proxy solicitation available
at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=624. Related
persons and interested parties may express their comments on the website or
send comments to e-mail: corporat@sec.or.th until 15 June 2020.