Page 161 - BAM ONE REPORT 2564 (ENGLISH VERSION)

Form 56-1 One Report 2021
Bangkok Commercial Asset Management Public Co., Ltd. 159

the speed and accuracy of vote counting and provide The Company explained the voting rules and
convenience for the shareholders. methods to the shareholders before the start of the
meeting. The shareholders and proxies shall have the
The Company conducted the meeting transparently voting rights equal to the number of their shares for each
with a mechanism for examination. The shareholders agenda item where the votes are not divisible, except for
were allowed to raise questions and express opinions proxies under Form C. In addition, the Company arranged
relevant to the meeting agenda, which were recorded in for an independent legal advisor to monitor the meeting
the minutes of the meeting. The Company encouraged the and review the vote counting to ensure compliance with
directors, the concerned top executives, and the auditor to the laws and the Company’s Articles of Association. At the
participate in the meeting in order to answer the questions shareholders’ meeting, the Chairman of the meeting gave
and take note of the shareholders’ opinions. the opportunity to the shareholders to freely express their
opinions and raise questions relating to the Company and
The Company engaged a specialized firm to the meeting agenda.
organize the meeting and assigned Thailand Securities
Depository Company Limited, its registrar, to submit the The Company notified the resolutions of the 2021
notice of the shareholders’ meeting and other materials Annual General Meeting of Shareholders, with voting
to its shareholders as from 1 April 2021. The Company results of each agenda item divided into “Approve,”
publicized the notice of the shareholders’ meeting “Disapprove,” and “Abstain,” through a newsletter
and other materials, in both Thai and English versions, submitted to the Stock Exchange of Thailand within the
through its website 26 days ahead of the meeting date meeting date after adjournment of the meeting. The
to provide the shareholders with quick and easy access Company prepared minutes of the 2021 Annual General
to the information. The notice of the shareholders’ Meeting of Shareholders and publicized the minutes on
meeting gave sufficient and complete details of all its website within 14 days from the meeting date.
agenda items, together with meeting documents and the
Board of Directors’ opinion on each agenda item, and Guideline 8.3 Channel for submitting information
clearly specified the items proposed for information or on the shareholders' meeting
for consideration. It was also enclosed with the proxy The Board of Directors monitors and ensures that
forms, as determined by the Ministry of Commerce, with the resolutions of the shareholders’ meeting are disclosed
names of two independent directors specified therein and the minutes of the meeting are prepared in a correct
for the shareholders to alternatively assign either one and complete manner, with all important and essential
of such independent directors to serve as their proxy. information being provided to the shareholders. The
important news and information must be disclosed on
The Company provided the opportunity for the the Company’s website and via the Stock Exchange of
shareholders to submit their questions relevant to the Thailand’s information disclosure system to ensure that
meeting agenda, propose matters for including in the all shareholders will receive such news and information.
agenda, and nominate persons for election as directors
prior to the 2021 Annual General Meeting, i.e. during Board-Level Committees
15 November - 31 December 2020. The Company The Company has six board-level committees,
provided details of the criteria and methods for the said namely (1) the Audit Committee, (2) the Executive
proceedings in a newsletter submitted to the Stock Committee, (3) the Risk Oversight Committee, (4) the
Exchange of Thailand and also posted on its website Nomination and Remuneration Committee, (5) the
as from 13 November 2020. However, none of the Corporate Governance and Social Responsibilities
shareholders submitted any questions relevant to the Committee, and (6) the Technology Committee. The
meeting agenda, proposed any agenda item, or nominated details and scope of authority and duties of these
any persons for election as directors. committees are as follows: