AGM / EGM Reports

The 1/2012 Annual General Meeting

Minutes of the Annual General Meeting of Shareholders No. 1/2012 (Thai Version) (311 Kb) Download

Notice Calling For The 1/2012 Annual General Meeting (“1/2012 AGM”)
Of The Shareholders of Thoresen Thai Agencies Plc. (the “Company”) (57 Kb) Download

The 1/2011 Annual General Meeting

The 1/2010 Annual General Meeting

The 1/2009 Annual General Meeting

The 1/2008 Annual General Meeting

The 1/2007 Annual General Meeting

The 1/2006 Annual General Meeting  

The 1/2005 Annual General Meeting  

Extraordinary General Meeting 1/2007

Minute of Extraordinary General Meeting of Shareholders No. 1/2007(496.13 KB) Download

Notice of the Extraordinary General Meeting of Shareholders No. 1/2007(42.19 KB) Download

Proxy Form B (For individuals and juristic persons)(101.54 KB) Download

Proxy Form C (For An Offshore Investor who appoints a local custodian in Thailand to keep his/her shares in the custody(96.88 KB) Download

Extraordinary General Meeting 1/2006

THORESEN THAI AGENCIES PUBLIC COMPANY LIMITED

Policy Regarding Shareholder Ability To Recommend
Agenda Items And Director Candidates
For Future Annual General Shareholders’ Meetings

1. Objectives

The good corporate governance practices of Thoresen Thai Agencies Public Company Limited (the “Company” or “TTA”) define the structure and process of relationships among the Company’s shareholders, Board of Directors, and management. The Company’s good corporate governance practices emphasise business management in an ethical and transparent manner for the long-term benefit of our various stakeholders.

The Company stresses unbiased entitlement and fair treatment to all shareholders. Therefore, shareholders have the right to recommend agenda items and director candidates for future annual general shareholders’ meetings.

In order to properly process any shareholder recommendations of agenda items and/or director candidates, the Company has established a number of criteria that are outlined in this paper.

2. Shareholder Qualifications

Shareholders who wish to recommend an agenda item and/or a director candidate must meet the following requirements:

2.1 Ownership of at least 100,000 of the Company’s common shares, either individually or as a group of shareholders and;

2.2 Ownership of the above shares for at least one year prior to recommending an agenda item and/or a director candidate.

3. Directors’ Qualifications

The Company continually seeks highly qualified director candidates from diverse professional backgrounds who combine broad business management experience and expertise and a strong reputation for integrity. Directors should have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated.

A number of criteria are applied by the Nomination Committee when judging director candidates. They include:

• Belief, character, expertise, skills and knowledge useful to the oversight of TTA’s business;
• Diversity of viewpoints, backgrounds, experiences, and other demographics; and
• Interaction of the candidate’s expertise, skills, knowledge, and experience with other Board members.

The Company recommends Board members based upon contributions they can make to the Board and management and the ability to work together as an effective, collegial, and responsive Board to work for the best interests of the company and our shareholders, regardless of gender or race.

Because of the potential for conflicts of interest, the Board does not seek members who have been or are being employed as attorneys, investment bankers, accountants, or consultants for the company. TTA’s Corporate Governance Policies provide that our Board should have a significant majority of independent directors.

Nomination Committee identifies and evaluates director candidates. The Committee accepts shareholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. The Committee initially determines the need for additional or replacement Board members and evaluates the director candidate under the criteria described above based on the information the Committee receives with the recommendation or otherwise possesses, which may be supplemented by certain inquiries. The Committee may engage a third party to assist in the search for director candidates or to assist in gathering information regarding a director candidate's background and experience.

4. Consideration of Shareholder Recommendations of Agenda Items and Director Candidates

4.1 Consideration Process

1. A shareholder or group of shareholders, who meets the qualifications in Clause 2 above, must complete the form of Recommendation of Agenda Item (Form A) and/or the form of Recommendation of A Director Candidate (Form B) for future Annual General Meeting of shareholders in writing using the attached forms to the following address:

Office of the Secretary to Board of Directors
Thoresen Thai Agencies Public Company Limited
26/26-27 Orakarn Building, 8th Floor
Soi Chidlom, Ploenchit Rd.
Lumpinee, Pathumwan
Bangkok 10330, Thailand

The original signed form, proper evidence of share ownership (namely, a certified letter from the securities company or other evidence from the Thailand Securities Depository Co., Ltd. (“TSD”) or the Stock Exchange of Thailand (“SET”)), and any supporting documents relevant to the recommendation of an agenda item and/or the recommendation of a director candidate (if any) must be delivered to the Company within 30 September of each year.

2. In case a group of shareholders recommends an agenda item and/or a director candidate, each shareholder must individually complete the entire form of Form A and/or Form B and sign it. Each shareholder must submit a completed form, evidence of share ownership, and any supporting documents relevant to the recommendation (if any). All documents must be bound together as one set. Each group of shareholders must nominate a representative who will act as a contact person for the group.
3. In case one or more shareholders recommend more than one agenda item and/or more than one director candidate, the shareholders must complete one set of Form A per one agenda item and /or one set of Form B per one candidate according to the above procedures.
4. The Board of Directors will review all agenda recommendations and the Nomination Committee will review all director candidate recommendations and, if deemed appropriate, will include any or all of them in the agenda of the next annual general shareholders’ meeting. If the Board of Directors does not approve any recommendations, the matter will be informed to the shareholders. This information will also be posted in the Company’s website and announced to all shareholders in the next annual general shareholders’ meeting.In case one or more shareholders recommend more than one agenda item and/or more than one director candidate, the shareholders must complete one set of Form A per one agenda item and /or one set of Form B per one candidate according to the above procedures.




4.2 Shareholder Recommendation Exceptions

Recommendations will be distributed to the Board of Directors, except for the following matters:

1. Any recommendation that violates any laws, rules, regulations of government agencies or other governing agencies, and the Company’s articles of association, shareholders’ resolutions, or good corporate governance practices.
2. Any recommendation that is beyond the Company’s immediate control.
3. Any recommendation that is beneficial to a specific person or group of persons.
4. Any recommendation that was proposed at shareholders’ meetings within the past twelve (12) months and was supported by less than 10% of the total votes, provided that the facts of said matter have not yet changed significantly.
5. Any recommendation that is within the power and authority of the Board of Directors, unless it causes a significant effect on shareholders in general.
6. Any recommendation that the Company has already implemented.
7. Any recommendation in which the information provided by shareholders is incomplete, incorrect, or not submitted within the deadline.
8. Any recommendation from a shareholder or group of shareholders who does not meet the minimum qualifications in Clause 2.
9. Any recommendation related to any form of job inquiry.
10. Any recommendation related to solicitations, advertisements, and surveys.