Policy and Rules for Exercising the Right to Vote at Meetings of Shareholders

Policy for exercising the right to vote at Meetings of Shareholders

On behalf of the funds under the Management of KASIKORN ASSET MANAGEMENT CO., LTD. (The Management Company)

  • 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 exercise the right to vote for agenda at Meetings of Shareholders of the companies that the Management Company expects will create benefits to the shareholders or shareholder value and for agenda at regular meetings of investee companies for which the Management Company will give support to their management’s business operations.
  • The Management Company shall exercise the right to object to agenda at the meetings of companies that the Management Company expects will create damage to 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 meetings that do not provide sufficient details for making a decision.
  • The Management Company may exercise the right to object or abstain from voting for agenda at the 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 chiefly on the benefits to the funds under management.
  • Voting guidelines for securities in the country differ from those for securities abroad because supervisory regulations and disclosure policies vary in each country.
  • “Securities” in the policies for exercising the right to vote herein refers to shares, investment units of the infrastructure fund and property fund, and investment units of the Real Estate Investment Trust (REIT). “Global property fund” refers to a fund, which has been established in accordance with the laws abroad, based on a collective investment scheme. Its main objective is to invest in properties or companies engaging in the real estate development business. It can be set up as a trust company or in other forms.

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 conditional or unconditional, 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:

1) The director proposed for another term of office has participated in board meeting of the company less than 75 percent of total meetings over the past year without appropriate reason.

2) The proposed person holds a directorship in more than 5 listed companies.

3) In case of independent director, the director proposed for another term of office has held the directorship for more than 9 consecutive years.

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.


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 incurrred, except for cases with justifiable reason.

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
Approve employee stock option plans unless they are not in alignment with the guidelines of the Management Company.

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
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. Do not approve:

1) The appointment of any existing auditor (individually) who has been investee company’s auditor of more than 5 consecutive years, except for the Office of the Auditor General of Thailand or other agencies of the same characteristics.
2) 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 retail shareholders or give rise to 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.

Voting guidelines for securities abroad
The same as voting guidelines for securities in Thailand.

  • For matters that are not specified in the voting rules above, the Investment Subcommittee shall consider exercising the right to vote 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.