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Pursuant to Section 89/28 of the Securities and Exchange Act B.E. 2535 (1992) (as amended), a shareholder or shareholders who hold shares and have a voting right amounting to not less than five per cent of the total number of the voting right of the company may submit a written proposal in order to request the board of directors to include such proposal as an agenda of the shareholders’ meeting. The proposal shall indicate (i) whether such proposed agenda is for the shareholder acknowledgment, approval, or consideration, as the case may be, and (ii) details of the proposed agenda for either annual general meeting or extraordinary general meeting of the shareholders, provided that it shall comply with the rules specified by the regulations of the Capital Market Supervisory Board. However, such rules have yet to be enacted by the Capital Market Supervisory Board. The listed companies therefore have had their own practice in order to submit the proposal such as a proposal submission period, required information and evidences for the proposal, grounds of a refusal of the proposed agenda, information in a notice for the shareholders’ meeting, and etc.
From 15 May 2020 to 15 June 2020, the Office of the Securities and Exchange Commission of Thailand (the “SEC Office”) sought public comments on the proposed rules related to shareholders’ proposal of an agenda for a shareholders’ meeting of listed company, which would lay down clear guidelines for listed companies and its shareholders, and allow its board of directors to receive sufficient information without causing excessive difficulties on the listed company. The main principles under these proposed rules include:
- The submission period for proposing an agenda for the annual general meeting and extraordinary general meeting of shareholders;
- The information required for the proposed agenda and the supporting documents;
- The grounds of a refusal of the proposed agenda; and
- The information to be contained in notices for shareholders’ meeting.
Whilst the public hearing period has ended, the relevant officers of the SEC Office have discussed internally on the comments obtained from such hearing and started preparing the draft of the rules.
This document is solely intended to provide an update on recent development in Thailand legislation and is not purported to provide a legal opinion, nor a legal advice to any person.