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Criteria for Minority Shareholders' proposal for Board of Director considered as an agenda
at the 2014 Annual General Meeting of Shareholders
Objective

LH Financial Group Pcl. realizes that all shareholders are important and have equal rights under the principles of good corporate governance and to encourage minority shareholders participation in Annual General Meeting of Shareholders. Therefore, The Company allows shareholders to propose issues which could be advantageous to the Company as agendas of Annual General Meeting of Shareholders, namely propose issues, the nominated persons to be elected as directors and questions in advance to the following criteria;

1. Submission Period

Since 1 October - 31 December 2013

2. The Qualifications of shareholders
3. Submission Channels

1.1 The shareholders, qualified in accordance with Article no. 2, are allowed to propose issues to be an agenda at the meeting by completely filling the form "Agenda Proposal of the 2014 Annual General Meeting of Shareholders Form" (Form A) and affix their names as evidence.

Click here to propose AGM agenda before fill form A

In case that a several shareholders propose an agenda, each individual shareholder has to fill out Form A completely and affix their names as evidence separately and the form should be gathered into one set.

1.2 Prepare the supplementary documents, as required, with Form A, as following;

  • (A) Evidence of being continuously Shareholder, namely the certificate from a securities broker or other evidences from the Thailand Securities Depository Company Limited or the Stock Exchange of Thailand.
  • (B) Evidence of Identification
    • In case that the shareholder is an ordinary person, the shareholder have to attach a certified true copy of valid National ID card or passport (in case of foreigner).
    • In case that the shareholder is a juristic person, the shareholder have to attach a certified true copy of the company's affidavit issued by Department of Business Development, Ministry of Commerce or other related agencies, and certified true copy of valid National ID card or passport (in case of foreigner) of authorized directors who signed Form A.

1.3 Please submit an unofficial proposal via facsimile, namely Form A with the supplementary documents according to criteria No. 1.2 at 02-677-7223 or via E-mail presidentoffice@lhbank.co.th ; info@lhbank.co.th

The shareholder must submit the original Form A attach with the supplementary documents according to criteria No. 1.2 to the Company within December 31, 2013 at the following address:

Company Secretary
LH Financial Group Pcl.
1 Q.House Lumpini, 5th Floor, South Sathon Rd.,
Sathon, Bangkok, 10120

1.4 Condition of consideration the proposal that will not be considered as agendas

To ensure an effective meeting, the company reserves the right to exclude the following issues as agenda.

  1. An issues that against the law, announcement, regulations, rules, and regulations of the government agency or agencies supervised the Company or not in accordance with objectives, regulations, resolution of the shareholders meeting and good corporate governance of the Company.
  2. An issues that proposed by the shareholders who are not qualified, or provide inadequate documentation, or unable to propose within the specified period.
  3. An issues related to the normal business operations.
  4. An issues beyond the authority of the Company to proceed for accomplishing the purpose as intended.
  5. An issues that the shareholders have previously proposed to the shareholder meeting during the last 12 months but approved by less than 10% of the total votes of shareholder attending the meeting and entitled to vote, whereby the facts of the issue has not significantly changed.
  6. Any others cases which the Board of Directors has considered that is not necessary to propose as agenda where the Board of Directors can explain to the shareholders as to such unnecessity.

1.5 Consideration Process

  1. The Company Secretary shall initially consider the proposal issues before submit to the Board of Directors Meeting. In case the provided information is incomplete or incorrect, the Company Secretary will inform the shareholders within January 15, 2014 to correct and submit the original to the Company within January 24, 2014. If the shareholder fails to correct, the Company Secretary will inform the shareholders the proposal is excluded.
  2. The Board of Directors will consider the proposed issues, which the Company Secretary had initially considered, in the Board of Directors' Meeting to consider as an agenda.
  3. An approved proposal by the Board of Directors will incorporate as meeting agendas in an invitation letter and specify as the issue proposed by Shareholders.
  4. The disapproved proposal by the Board of Directors, the Company will instantly inform the shareholders through the Company's website at www.lhfg.co.th or other appropriate channel within March, 2014.

2.1 The shareholder who are qualified in accordance with criteria no.2 is allowed to propose a qualified candidates by completely filling out the form "Nominating persons to be elected as the Company Directors of 2014 Annual General Meeting of Shareholders Form"(Form B) and affix their name as evidence. The nominated person must have the qualification according to related laws, namely the Financial Institution Businesses Act B.E. 2551, the Securities and Exchange Act B.E. 2535, the Public Limited Companies Act B.E. 2535 including others related laws, related announcement and amendment of such related laws.

Click Here to propose candidate as director before fill Form B and Form C

In case that several shareholders nominate the person, each individual shareholder must fill out Form B and affix their names as evidence separately. Then the form should be gathered into one set.

The person was nominated to be elected as Directors must completely fill out "Personal profile of nominating persons to be elected as the Company Directors of 2014 Annual General Meeting of Shareholders Form" (Form C) and affix their name as evidence. Then submit with the supplementary documents according to criteria no. 2.2(C).

2.2 Prepare the supplementary documents, as required, with Form B and Form C, as follows;

  • (A) Evidence of being continuously Shareholder, namely the certificate from a securities broker or other evidences from the Thailand Securities Depository Company Limited or the Stock Exchange of Thailand.
  • (B) Evidence of Identification;
    • In case that the shareholder is an ordinary person, the shareholder have to attach a certified true copy of valid National ID card or passport (in case of foreigner).
    • In case that the shareholder is a juristic person, The shareholder have to attach a certified true copy of the Company's affidavit issued by Department of Business Development, Ministry of Commerce or other related agencies, and certified true copy of valid National ID card or passport (in case of foreigner) of authorized directors who signed Form B.
  • (C) Certified true copy of support document of nominated person, namely;
    • A copy of valid National ID card
    • A copy of house registration
    • An educational records/Certificates
    • An evidence of tax payment of the previous year
    • A reference letter from a latest company
    • A reference letter from all company which take the position of
    • A copy of passport (for foreigners)
    • A reference letter or other document from financial institution or credit bureau Company to assure that person is not defined as sub-standard borrower, doubtful, doubtful of loss or loss including other support documents beneficial for consideration.

2.3 Send an unofficial documents via facsimile, namely Form B and Form C with the supplementary documents according to criteria No. 2.2 at 02-677-7223 or through E-mail presidentoffice@lhbank.co.th , info@lhbank.co.th

The shareholder must submit the original Form B and Form C with the supplementary documents according to criteria No. 2.2 to the Company within December 31, 2013 to the following address:

Company Secretary
LH Financial Group Pcl.
1 Q.House Lumpini, 5th Floor, South Sathon Rd.,
Sathon, Bangkok, 10120

2.4 Terms of consideration the nominated person must have full qualification according to the regulation of the Company's regulator and related law as follows.

  • (1) the Securities and Exchange Act B.E. 2535 and the Amendment
  • (2) the Public Limited Companies Act B.E. 2535
  • (3) the Financial Institution Businesses Act B.E. 2551
  • (4) Notification of the Securities and Exchange Commission
  • (5) Notification of Capital Market Supervisory Board
  • (6) The Bank of Thailand's Notification
  • (7) The Stock Exchange of Thailand's Notification
  • (8) Rules and Regulations of the Nomination and Remuneration Committee of the company

2.5 Consideration Process

  1. The Company Secretary shall initially consider the list of nominated persons before proposed to the company's Nomination and Remuneration Committee. In case the information provided are incomplete or incorrect, the Company Secretary will notify the shareholders within January 15, 2014 to correct and submit the original to the Company within January 24, 2014. If the shareholder fails to correct, the Company Secretary will inform the shareholders the proposal is excluded.
  2. The Nomination and Remuneration Committee will consider the person nominated by shareholders according to the director nomination process and propose their names with personal profile that is presented through a nomination process to the Board of Directors for consideration.
  3. The Company's Board of Directors will consider the nominated persons as directors who have been approved by the company's Nomination and Remuneration Committee to request for approval from the Bank of Thailand before list in the invitation letter of the 2014 Annual General Meeting of Shareholders.
  • If the nominated person has been approved by the Board of Directors and The Bank of Thailand, the Company will list their name in an invitation letter of the 2014 Annual General Meeting of Shareholders.
  • If the nominated person has not been approved by the Board of Directors and The Bank of Thailand, the Company will instantly inform the shareholders through the Company's website at www.lhfg.co.th or other appropriate channel within March, 2014.

3.1 The Shareholders is allowed to propose questions in advance by completely filling the form "Question Proposal in advance of 2014 Annual General Meeting of Shareholders Form" (Form D) and affix their signature.

Click Here to propose question before fill Form D

3.2 Send unofficial documents via facsimile, namely Form D with the supplementary documents according to criteria No. 1.2 at 02-677-7223 or through E-mail presidentoffice@lhbank.co.th , info@lhbank.co.th or send mail to the following address;

The shareholder must submit the original Form D with the supplementary documents according to criteria No. 1.2 to the Company within December 31, 2013 to the following address:

Company Secretary
LH Financial Group Pcl.
1 Q.House Lumpini, 5th Floor, South Sathon Rd.,
Sathon, Bangkok, 10120

3.3 Consider Process

  1. Company Secretary shall collect and initially consider the questions which could be advantageous to the Company and Shareholders before propose to the Board of Directors for consideration.
  2. The Board of Directors will consider the question proposal which the Company secretary had initially considered.
  3. The question approved by the Board of Directors must be informed in the 2014 Annual General Meeting of Shareholders.
  4. The question disapproved by the Board of Directors, the Company will instantly inform the shareholders through the Company's website at www.lhfg.co.th or other appropriate channel within March, 2014.