Translation | |
CSO S63-120 | June 8, 2020 |
To President, | |
The Stock Exchange of Thailand |
Subject: Resolutions of 2020 Annual General Meeting of Shareholders (The 27th Meeting)
The Siam Cement Public Company Limited (or "SCC") hereby announces that at its 2020 Annual General Meeting of Shareholders (The 27th Meeting) held on Monday, June 8, 2020 at Hall 1, 10th Floor., Multipurpose Building and Extra seating area, The Siam Cement Public Company Limited, No.1 Siam Cement Road, Bangsue, Bangkok, the Meeting has passed the following resolutions:
Agenda 1: Acknowledged the Company's Annual Report for the year 2019
Agenda 2: Approved the Financial Statements for the year ended December 31, 2019,
as duly audited and certified by SCC's auditor and reviewed by the Audit Committee.
The Meeting, by a simple majority of total number of votes of the shareholders present at the meeting and eligible to vote, approved this agenda as follows:
Approved | 668,142,965 | votes, | equivalent to | 99.9334% |
Disapproved | 0 | votes, | equivalent to | 0.0000% |
Abstained | 444,700 | votes, | equivalent to | 0.0665% |
Void | 0 | votes, | equivalent to | 0.0000% |
Agenda 3: Acknowledge two interim dividends paymentat the combined rate of 14.00 Baht per share, amounting to a total of 16,800 million Baht. Therefore, any further annual dividend payment for 2019 will not be proposed.
Agenda 4: Elected the Directors in Replacement of those retired by Rotation, two of whom were retiring directors namely Mr. Kan Trakulhoon and Mr. Prasarn Trairatvorakul being re-electedas the directors of the Company for another term and the other two were newly elected directors namely Mr. Cholanat Yanaranop and Mr. Thapana Sirivadhanabhakdi being elected as the directors replacing the retiring directors. The Meeting resolved to elect each individual director as follows:
Name of Directors | Approved | Disapproved | Abstained | Void |
1. Mr. Kan Trakulhoon | 652,305,073 | 16,292,506 | 200 | 0 |
2. Mr. Prasarn Trairatvorakul | 664,419,256 | 4,178,123 | 400 | 0 |
3. Mr. Cholanat Yanaranop | 656,858,666 | 11,547,813 | 191,300 | 0 |
4. Mr. Thapana Sirivadhanabhakdi | 636,041,950 | 31,635,203 | 920,626 | 0 |
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Agenda 5: Appointed the Auditors of the Company for the year 2020from KPMG
Phoomchai Audit Ltd. as follows:
- Mr. Vairoj Jindamaneepitak (Certified Public Accountant No. 3565) or
- | Ms. Pornthip Rimdusit | (Certified Public Accountant No. 5565) or |
- | Ms. Thanyalux Keadkeaw | (Certified Public Accountant No. 8179). |
The proposed auditing firm and auditors have no relationship or conflict of interest with the Company/subsidiaries/managerial staff/major shareholders, or persons related to the said parties.
and Approved the Audit Fees for the year 2020totaling 4.58 million Baht (a decrease of 1.40 million Baht from the year 2019) as follows:
Audit Fees for the year 2020 | Amount (million Baht) | |
1. Annual audit fee for the Company's financial | 0.28 | |
2. | Annual audit fee for the Company's consolidated | 0.80 |
financial statements | ||
3. | Quarterly review fee for the Company's financial | |
statements and annual audit fee and quarterly review | 3.50 | |
fee of the consolidated financial statements | ||
Total audit fees | 4.58 |
The Meeting also acknowledged the annual audit fees for the year 2020 financial statements of the Company's subsidiaries, and quarterly review fees of listed subsidiaries audited by KPMG Phoomchai Audit Ltd. In Thailand and other countries, totaling 214 companies for the total audit fees of 64.01 million Baht which are borne by each subsidiary.
The Meeting, by a simple majority of total number of votes of the shareholders present at the meeting and eligible to vote, approved this agenda as follows:
Approved | 658,348,701 | votes, | equivalent to | 98.4668% |
Disapproved | 10,245,478 | votes, | equivalent to | 1.5323% |
Abstained | 4,900 | votes, | equivalent to | 0.0007% |
Void | 0 | votes, | equivalent to | 0.0000% |
Agenda 6: Approved the Remuneration of the Company's Directors and Sub-committeeMembers for the year 2020by retaining the remuneration for the year 2020
pursuant to the rules and rates approved by the General Meeting of Shareholders as follows:
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- Directors' Remuneration
- Monthly remuneration: The Board of Directors would receive monthly remuneration at the total amount of 1.8 million Baht per month which would be distributed among the directors in such manner as they themselves determined.
- Bonus: The Board of Directors would receive a bonus in the amount not exceeding 0.5 percent of the dividend distributed to the shareholders. The Board of Directors would fix the appropriate amount which would be distributed among the directors in such manner as they themselves determined.
- Other remuneration and benefits: None
- Sub-CommitteeMembers' Remuneration
Position | Retainer Fee | Attendance fee | |
(Baht/person/year) | (Baht/person/meeting) | ||
Audit Committee | Chairman | 180,000 | 45,000 |
Member | 120,000 | 30,000 | |
Governance and | Chairman | 150,000 | 37,500 |
Nomination Committee | |||
Member | 100,000 | 25,000 | |
Remuneration Committee | |||
The Meeting, by an affirmative vote of not less than two-thirds of total number of votes of the shareholders present at the meeting, approved this agenda as follows:
Approved | 661,197,727 | votes, | equivalent to | 98.8943% |
Disapproved | 7,382,958 | votes, | equivalent to | 1.1042% |
Abstained | 9,499 | votes, | equivalent to | 0.0014% |
Ineligible to vote | 0 | votes, | equivalent to | 0.0000% |
Void | 0 | votes, | equivalent to | 0.0000% |
Please be informed accordingly.
Yours faithfully,
The Siam Cement Public Company Limited
Signed by
(Mr. Roongrote Rangsiyopash)
President & CEO
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Siam Cement pcl published this content on 08 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2020 05:47:02 UTC