On behalf of the funds under the Management of KASIKORN ASSET MANAGEMENT CO., LTD. (The Management Company)
• “Securities" in this voting rights policy refers to the following securities: shares, investment units of the infrastructure fund and property fund, and investment units of the Real Estate Investment Trust (REIT). “Foreign property fund" refers to a fund, which has been established in accordance with the foreign laws, based on a collective investment scheme which have main objective to invest in properties or companies engaging in the real estate development business. It can be set up as a company, trust or in other forms.
• The Management Company shall exercise the right to vote for agenda at Meetings of Shareholders of various companies, in which the funds under the Management Company invest, with the exception of the funds for which the customers have specified that they intend to vote by themselves. The Management Company shall incorporate the environmental, social and governance (ESG) factors into the consideration for exercising the right to vote at Meetings of Shareholders and will support companies that are responsible, and considerate of ESG aspects as well as exhibiting a commitment to anti-corruption. The Management Company may abstain from voting or do not approve specific agendas for companies that have ESG issues. However, the consideration to exercise the voting right on ESG aspects could be done through certain agendas deem appropriates such as:-
- Approving the appointment or removal directors
- Approving the remuneration of directors of investee
- Approving the special remuneration of directors of investee and the offering of securities to directors and employees of investee
The consideration of each ESG factor that the Management Company prioritizes is aligned with the guidelines specified in the Responsible Investment Policy, for example:-
Environmental:
- Climate risks
- Greenhouse gas emissions and pollution
- Biodiversity
Social:
- Human rights which are aligned with international principles
- Business that uses natural resources and violate community rights
- Product quality and safety, including responsibility towards consumers
Governance:
The exercise of voting rights at Meetings of Shareholders of KASIKORN ASSET MANAGEMENT CO., LTD. are based on corporate governance principles listed below:-
- Integrity
- Transparency
- Independence
- Responsibility
- Accountability
- Fairness
• The Management Company shall exercise the right to vote for agendas at Meetings of Shareholders of the companies that the Management Company expects will create benefits to the shareholders or shareholder value and for agendas at regular meetings of investee companies for which the Management Company will give support to the investee companies for their business operations.
• The Management Company shall exercise the right to object to agendas at the shareholders' meetings of companies that the Management Company expects will destroy/deteriorate the rights or benefits of shareholders.
• The Management Company may abstain from voting (or make an “objection" if there is no option to abstain from voting) for any agenda at the shareholders' meetings that do not provide sufficient information for making a decision.
• The Management Company may exercise the right to object or abstain from voting for agenda at the shareholders' meetings for which their schedules are not provided in the notices of the meeting in advance, or are provided, but in a manner deemed by the Management Company to provide insufficient time to respond.
• The Management Company shall exercise the right to vote, based primarily on the benefits of the funds under management.
• If there is a conflict of interest with the Management Company or related persons, the Management Company shall vote or abstain from voting, based solely on the benefits to the funds under management.
• For securities in securities borrowing and lending transactions that require the exercise of voting rights, the Management Company will recall such securities for the exercise of voting rights as same as the securities which the Funds under Management are invested.
• The Management Company may propose shareholder's agenda to the board of directors of the investee to be included in the meeting of shareholders' agendas. The proposed agenda may be proposed for acknowledgment, approval, or consideration as appropriate for the annual general meeting or extraordinary general meeting, in accordance with the criteria set forth by the Capital Market Supervisory Board.
• The guidelines to considering the exercise of voting rights at shareholders holders' meetings in Thailand and aboard may differ due to supervisory regulations and disclosure policies vary in each country.
• For matters that are not specified in the guidelines for exercising voting rights at shareholders' meetings, the Investment Committee shall consider and approve the exercise of voting rights under the Management Company's policy framework for exercising the right to vote at the Meetings of Shareholders.
• The Management Company may not exercise the right to vote at the Meetings of Shareholders if their agenda does not have any significance to the benefits of the funds.
Guidelines for exercising the right to vote at Meetings of Shareholders
1. General agenda
Voting guidelines for securities in Thailand
For the general agenda concerning business operations of the investee companies, such as adopting the minutes of the General Meeting of Shareholders and acknowledging the annual operation report of the Board of Directors, the Management Company shall adopt this agenda to ensure that the investee companies continue their ordinary course of business, unless the Management Company has a specific reason for doing otherwise.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand, but some countries may have different general agenda from Thailand.
2. Consider approving balance sheets and income statements of the companies
Voting guidelines for securities in Thailand
Approve financial statements and the auditor's report of the companies if their auditors express views, either unconditional or conditional on issues that do not have any significance for their financial statements.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
3. Consider approving dividend payment and legal reserve
Voting guidelines for securities in Thailand
Approve dividend payment that is consistent with the investee company's policy which has been informed to the shareholders and is suitable to its operational performance.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
4. Consider approving the appointment and removal of directors
Voting guidelines for securities in Thailand
Do not approve if:
4.1 The proposed person has participated in the board meeting of the company less than 75 percent of total meetings over the past year without appropriate reason.
4.2 The proposed person holds a directorship in more than 5 listed companies.
4.3 In case of independent director position, the proposed person has held the directorship for more than 9 consecutive years.
4.4 The proposed person lacks qualifications or has apparently tainted business reputation.
The number of independent directors of a listed company should not be less than the minimum number required by law, except for cases with justifiable reason.
4.5 The proposed person held the director position in the investee company during a period when the company engaged in business activities that significantly impacted the environment and society, which have not been addressed appropriately and in a timely manner including not aligned the Management Company's expectation.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand, but the required qualifications of directors and criteria for their appointment and removal may vary in each country, depending on the regulatory authorities.
5. Consider approving the remuneration of directors of investee
Voting guidelines for securities in Thailand
5.1 Approve the increase of director remuneration at not more than 10 percent p.a. from the latest request for an increase of director remuneration, except for cases with justifiable reason.
5.2 Do not approve the increase of director remuneration or payment of special director remuneration (bonus) in the year when operational losses are incurred, except for cases with justifiable reason.
5.3 May consider objecting to the increase in remuneration or payment of special director remuneration (bonus) in the event of any action of the companies that causes the Management Company to believe that it will have a negative impact on the environment, social and governance without timely clarification or measures to solve problems.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
6. Consider approving special remuneration of directors and employee stock option plans
Voting guidelines for securities in Thailand
6.1 Approve employee stock option plans unless they are not in alignment with the guidelines of the Management Company.
6.2 May not approve the increase in remuneration or special remuneration (bonus) to directors when there are/were business operations that the Management Company believes have a significant negative impact on the environment, society, and governance, which have not been addressed appropriately and in a timely manner including not aligned the Management Company's expectation.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
7. Consider approving the appointment and removal of auditors, and the remuneration of auditors
Voting guidelines for securities in Thailand
7.1 Approve the appointment of auditors having qualifications that meet the regulatory requirements and criteria of the Office of the Securities and Exchange Commission of Thailand.
7.2 Do not approve the appointment of auditors if they are not in alignment with the auditor rotation guideline as specified in the Notification of Capital Market Supervisory Board TorChor. 44/2556 and other related regulations.
7.3 Do not approve the increase of auditor remuneration at more than 10 percent over the previous year, without any justifiable reason.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand, but the required qualifications of auditors or criteria for their appointment and removal may vary in each country.
8. Consider approving the acquisition or sale of important assets, acquisition or sale of business or business lease out, merger of business, business management outsourcing and business takeover
Voting guidelines for securities in Thailand
Approve these matters if an analysis shows that the merger or companies' restructuring offers long-term benefits to them, and relevant conditions and proposals are appropriate and fair to the existing shareholders.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
9. Consider approving the amendments of capital structure of the companies, such as capital increase, capital reduction, not to offer new shares for sale to existing shareholders, debt restructuring and issuance of debentures
Voting guidelines for securities in Thailand
9.1 Approve the capital increase on the following conditions:
(a) The objectives of capital increase must be clear and appropriate.
(b) The amount of capital increase must be appropriate and consistent with the objectives mentioned in (a).
9.2 In case of capital increase under general mandate, the Management Company's consideration shall be on a case by case basis.
9.3 Approve the companies' borrowing plans, issuance of debentures for repayment of existing debt and borrowing restructuring in accordance with their ordinary course of business.
9.4 Make an objection if the increase in registered capital or any transactions of the companies may negatively impact the rights and benefits of shareholders.
9.5 Approve the repurchase of Treasury Stocks, unless it is not consistent with business operations of the companies.
9.6 Approve the amendment of the par value, unless such an amendment is in conflict with the benefits of shareholders.
9.7 Approve the clearance of accumulated losses by transferring other items from shareholders' equity.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand, except for capital increase under general mandate, the Management Company shall vote for the capital increase in accordance with the stock exchange where the company is listed and other details, if there are changes in the future.
10. Consider approving transactions that may involve a conflict of interest between the companies and shareholders, persons related to shareholders or connected transactions
Voting guidelines for securities in Thailand
Make an objection to any transactions of the companies that may create unfairness to minority shareholders or incur a conflict of interest.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
11. Consider approving the amendment of business nature or objectives of the companies
Voting guidelines for securities in Thailand
Approve if an analysis shows that the amendment of the business nature or objectives of the companies will benefit them in the long term, and conditions and various proposals are appropriate and fair to the existing shareholders.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.
12. Consider approving the amendments of the companies' Articles of Association and Memorandum of Association
Voting guidelines for securities in Thailand
Approve the amendments of the companies' Articles of Association and Memorandum of Association in accordance with the resolutions of their Meetings of Shareholders.
Approve the amendments of the companies' Articles of Association to change quorum requirements for any such separate resolutions of the meetings, change in number of directors, and to expand company's scope of business.
Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.