(Translation) 1/22 Minutes of the 2017 Annual General Meeting of Shareholders Global Power Synergy Public Company Limited Date, Time, and Venue of the Meeting The 2017 Annual General Meeting of Shareholders (“the Shareholders’ Meeting”) was held on Monday, April 3, 2017 at 2.00 p.m. at Vibhavadee Ballroom, Centara Grand at Central Plaza Ladphrao, located at 1695 Phaholyothin Road, Chatuchak Subdistrict, Chatuchak District, Bangkok 10900. Directors Attending the Meeting 1. Mr. Surong Bulakul Director / Chairman of the Board 2. Mr. Norkun Sitthiphong Independent Director / Chairman of the Audit Committee 3. Mr. Chulasingh Vasantasingh Independent Director / Chairman of the Nomination and Remuneration Committee / Member of the Audit Committee 4. Ms. Panada Kanokwat Independent Director / Member of the Audit Committee 5. Mr. Payungsak Chartsutipol Independent Director / Chairman of the Corporate Governance Committee / Chairman of the Risk Management Committee / Member of the Nomination and Remuneration Committee 6. Maj. Gen. Chaowalek Chayansupap Independent Director / Member of the Audit Committee / Member of the Corporate Governance Committee 7. Mr. Chavalit Punthong Director / Member of the Risk Management Committee 8. Mr. Supattanapong Punmeechaow Director / Member of the Risk Management Committee 9. Mr. Patiparn Sukorndhaman Director / Member of the Nomination and Remuneration Committee 10. Mr. Atikom Terbsiri Director / Member of the Risk Management Committee 11. Mr. Somchai Wongwattanasan Director / Member of the Corporate Governance Committee 12. Mr. Toemchai Bunnag Director / Secretary to the Board / Member of the Risk Management Committee / Chief Executive Officer Directors Absent from the Meeting - None -
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(Translation)
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Minutes of the 2017 Annual General Meeting of Shareholders
Global Power Synergy Public Company Limited
Date, Time, and Venue of the Meeting
The 2017 Annual General Meeting of Shareholders (“the Shareholders’ Meeting”) was held on
Monday, April 3, 2017 at 2.00 p.m. at Vibhavadee Ballroom, Centara Grand at Central Plaza Ladphrao, located
at 1695 Phaholyothin Road, Chatuchak Subdistrict, Chatuchak District, Bangkok 10900.
Directors Attending the Meeting
1. Mr. Surong Bulakul Director / Chairman of the Board
2. Mr. Norkun Sitthiphong Independent Director /
Chairman of the Audit Committee
3. Mr. Chulasingh Vasantasingh Independent Director / Chairman of the Nomination and
Remuneration Committee / Member of the Audit Committee
4. Ms. Panada Kanokwat Independent Director / Member of the Audit Committee
5. Mr. Payungsak Chartsutipol Independent Director / Chairman of the Corporate
Governance Committee / Chairman of the Risk Management
Committee / Member of the Nomination and Remuneration
Committee
6. Maj. Gen. Chaowalek Chayansupap Independent Director / Member of the Audit Committee /
Member of the Corporate Governance Committee
7. Mr. Chavalit Punthong Director / Member of the Risk Management Committee
8. Mr. Supattanapong Punmeechaow Director / Member of the Risk Management Committee
9. Mr. Patiparn Sukorndhaman Director / Member of the Nomination and Remuneration
Committee
10. Mr. Atikom Terbsiri Director / Member of the Risk Management Committee
11. Mr. Somchai Wongwattanasan Director / Member of the Corporate Governance Committee
12. Mr. Toemchai Bunnag Director / Secretary to the Board / Member of the Risk
Management Committee / Chief Executive Officer
Directors Absent from the Meeting - None -
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Top Executives Attending the Meeting
1. Mr. Smornchai Khoonrak Executive Vice President, Operations
2. Mr. Somkiat Masunthasuwun Executive Vice President, Business Development and
Corporate Strategy
3. Mr. Kowit Chuengsatiansup Executive Vice President, Asset Management
4. Mrs. Wanida Boonpiraks Chief Financial Officer
Auditor Attending the Meeting
1. Mr. Waiyawat Kosamarnchaiyakij Certified Public Accountant Registration No. 6333
KPMG Phoomchai Audit Limited
Legal Advisor Attending the Meeting
1. Ms. Samata Masagee Partner
Weerawong, Chinnavat & Partners Company Limited
Preliminary Proceedings
The meeting participants were then shown a safety briefing video in the meeting room. Then, the
directors, executives, auditor, and legal advisor of Global Power Synergy Public Company Limited (the
“Company” or “GPSC”) as per the names listed above were introduced.
Meeting started at 2.00 p.m.
Mr. Surong Bulakul, Chairman of the Board, presided as the Chairman of the meeting (“the
Chairman”) informed the meeting that the Company has 1,498,300,800 common shares in total with a par
value per share of THB 10 and a paid-up registered capital of THB 14,983,008,000. He then informed the
meeting that there were 341 shareholders attending the meeting in person and 461 shareholders attending by
proxy, totaling 802 shareholders, representing 1,216,308,821 shares or 81.18 percent of the total issued shares of
the Company, more than one-third of the total issued shares. The quorum was thus constituted according to
Section 103 of the Public Limited Companies Act B.E. 2535 (1992) (including its amendment) and Article 35 of
the Articles of Association of the Company. The Chairman therefore announced the commencement of the
2017 Annual General Meeting of Shareholders held for consideration of business according to the agenda stated
in the invitation notice of the 2017 Annual General Meeting of Shareholders. In this regard, the Chairman
stated to the meeting that the Company would continue to accept registrations and allow the shareholders to
attend the meeting after the commencement of the meeting, whereby such shareholders would have the right to
vote on the remaining agenda items.
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Then, the Chairman assigned Mr. Viravong Chongkasemwong, the Company Secretary, to inform the
voting procedures in order to comply with related laws and the Articles of Association of the Company as
follows:
1. Article 37 of the Articles of Association of the Company states that one share is entitled to one
vote. A shareholder who has a conflict of interest on any issue has no right to cast their vote
except to vote for an election of a director(s).
2. A shareholder may cast all of his/her votes for only one of the following: approval, disapproval
or abstention, except for a shareholder who is a foreign investor and has appointed a custodian
in Thailand, who would be able to vote by splitting votes whereby the total number of votes
should not exceed the total number of voting rights it holds.
3. For voting on each agenda item, except for agenda item 3: To elect GPSC’s new directors in
replacement of those who are due to retire by rotation, if there are no disapproving and
abstaining votes, it would be considered that the shareholders approve the matter as proposed.
The chairman would ask the shareholders who wish to cast a disapproving vote or abstention
vote to fill out the ballots received at the registration, and to raise their hands so that officers
could collect the ballots for vote counting. For the counting of votes, the Company would
deduct the votes of disapproval and abstention votes from the total number of shares held by
the shareholders attending the meeting. The shareholders who cast the approval votes are asked
to keep the ballots and return them to the officers after the meeting is adjourned.
For voting on agenda item 3: To elect GPSC’s new directors in replacement of those who are
due to retire by rotation, the ballots were separated for each nominated candidate. In order to
comply with the AGM Checklist criteria, the Company would collect ballots from all
shareholders and proxies who hold the ballots.
The ballots for disapproval or abstention submitted after the Chairman announced the voting
result of each agenda item to the meeting would not be counted as voting results.
4. In the case of the shareholders who appointed a proxy and had specified their votes for each
agenda item, the proxies would not receive voting ballots as the votes would be counted into
the system as specified in the proxy form during the registration process.
5. For a shareholder or proxy who had registered but had not yet voted and was unable to be
present at the meeting until the meeting was over, the Company would ask for their
cooperation to submit the ballots which had been filled out for all remaining agenda items to
the Company’s officer who would record the votes for each agenda item.
6. The total number of votes the shareholders cast on each agenda item may not be consistent, as
there are shareholders and proxies entering the meeting room from time to time. Therefore, the
number of persons attending the Meeting for each agenda item may change.
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7. Any votes made in following manner shall be considered void:
(1) A ballot that is filled in with more than one mark in the space provided or that casts
with a vote expressing a conflict of intent;
(2) A ballot with a vote that has been crossed out with no signature; and
(3) A ballot that is worn out or that is in an unreadable condition.
The Chairman then introduced Ms. Pratumporn Somboonpoonpol, Legal Advisor from Weerawong,
Chinnavat & Partners Company Limited who was a witness in the vote counting and Ms. Arparkorn Krongyuti,
a shareholder, has volunteered as witnesses in the vote counting.
After that, the Chairman announced the procedures for questions and answers session as follows:
1. Before voting on each agenda item, the Chairman shall give the shareholders and proxies an
opportunity to ask questions and render their opinions concerning such agenda items,
if shareholders or proxies wish to express their views or ask questions on each agenda item,
they are asked to use the prepared microphones. For accurate and complete recording of the
minutes, they are requested to state their names, last names, and attending status (shareholders
or proxies).
2. Any opinion or question to be expressed or asked should be clear and concise. Please refrain
from questions or opinions on redundant issues so that the meeting would be conducted
effectively and in a timely manner. If a shareholder wishes to express an opinion or ask a
question on a matter that was not on the agenda being considered, such opinion or question
may be expressed or asked in the agenda item regarding other businesses or at the conclusion
of the meeting.
3. Should foreign shareholders or proxies ask questions in English, the Company has officers to
translate their questions into Thai for directors and executives to answer in Thai for the
accurate understanding by the majority of the participants. The officers are to translate the
replies into English for the inquiring shareholders or proxies.
The Chairman then informed the meeting that in the 2017 Annual General Meeting of Shareholders,
there were 7 agenda items. The Company posted the meeting invitation notice on the website on March 1, 2017
and sent the meeting invitation notice by post on March 13, 2017 to provide the shareholders with adequate time
to study the materials before the meeting. Thereafter, the Chairman proceeded with the meeting in accordance
with the following agenda items.
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Agenda Item 1 To acknowledge the operating results of GPSC for the year 2016 and to approve
the audited financial statements for the year ended December 31, 2016
The Chairman informed the meeting that Section 112 of the Public Company Limited
Act B.E. 2535 (1992) (including its amendment) (the “PLC Act”) and Article 42 of the Articles of Association
provide that the Company shall prepare a report of the Company’s operational results, balance sheet, and
a statement of profit and loss as at the end of the accounting year to be proposed to the shareholders’ meeting for
its consideration and approval.
The Board of Directors deemed it appropriate to propose the Shareholders’ Meeting
to acknowledge the operating results of GPSC for the year 2016 and to approve the audited financial
statements for the year ended December 31, 2016 as audited and certified by the auditor and reviewed by
the Audit Committee. The details are as set out in the 2016 Annual Report (which incorporates the 2016
financial statements) in Attachment No.1, page 175-279 which was distributed to the shareholders together with
the meeting invitation notice and was presented in the meeting through a 6-minute video presentation.
The Chairman then assigned Mr. Toemchai Bunnag, Chief Executive Officer (“the CEO”), to report the
Company’s operating results in addition to the content in the video as follows:
For the year ended December 31, 2016; GPSC derived THB 2,700 million,
increased by THB 794 million or 42% from the fiscal year in 2015, mainly because:
1) Rayong Central Utilities Plants’ new customers and an increase in sales volume
of electricity and steam to existing and new customers compared to 2015’s
2) Higher revenue booked by GPSC’s subsidiaries, notably IRPC Clean Power
Company Limited Phase 1 (IRPC-CP Phase 1), which booked its full-year
revenue for the first time
3) Higher shares of profits booked by associates and joint ventures, notably Nava
Nakorn Electricity Generating Company Limited, which began its commercial
operation in June, 2016
4) Dividends received from Ratchaburi Power Company Limited
In 2016, GPSC derived THB 20,675 million in revenue from sales and financial
leases, THB 1,769- million or an 8% drop from 2015, mainly due to the lower power distribution by
Sriracha Power Plant in line with the power demand from Electricity Generating Authority of Thailand
(EGAT). Still, GPSC received its availability payment from EGAT.
Thanks to efficient revenue and production cost management, GPSC’s profit
growth proved outstanding. With its robust financial structure, the world-class credit rating institution
Standard & Poor’s and domestic credit rating institution Fitch Ratings (Thailand) ranked it as the
Investment-Grade company with Stable Outlook. This underscored its management capability, conveyed
through three key strategies: “Maximize”: Growing value of GPSC-operated assets; “Manage”: Managing
invested companies and projects under construction so that they can operate commercially and achieve
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planned performance and growth; “Move”: Growing other businesses for sustainable growth. From this
year onward, GPSC safeguards its assets through optimization of management and production processes to
supplement value for the corporation, deployment of innovation in pursuit of modern power businesses,
and -above all-satisfaction of all stakeholders as follows.
Society and communities
GPSC values the environment and benefits communities by mounting projects
including one on waste disposal to show stewardship of society and communities while avoiding posing
pollution burdens on communities, and the “Light for Better Life Project”, under which experienced
volunteer employees inspected power-system safety and replaced schools’ light bulbs for their energy
saving. Following the severe flooding of the South earlier this year, to avert hazards, GPSC inspected and
revived power systems in hospitals and infirmaries ravaged and inundated by the floods.
Corporate governance and anti-corruption
GPSC declared itself a member of Thailand’s Private Sector Collective Action
against Corruption (CAC) and is under the certification process. To this end, it has stressed to all its units
observation of good governance and management of their entities with efficiency, transparency, and
auditability, with due regard to all stakeholders.
Customers
To ensure customers’ satisfaction and its own credibility, GPSC values
power-system security.
Shareholders
Managing with efficiency for healthy share prices as in previous years, GPSC
tries its best to ensure all shareholders’ satisfaction.
After that, the Chairman gave an opportunity to shareholders to ask questions and express
their opinions on the relevant matters which could be summarized as follows:
Mr. Boonchuai Tangwattanasirikul, Shareholder asked the following questions
1) What are the reasons for GPSC’s profit rise in 2016 despite the 2016’s revenue is 8% lower than the
2015’s revenue?
2) Referring to GPSC’s loan granted to Xayaburi Power Company Limited, is GPSC the sole lender here
or is equity lending observed by others too? (GPSC holds 25%-shares in Xayaburi Power Company
Limited through Natee Synergy Company Limited.)
3) Referring to GPSC’s investment in Ichinoseki Solar Power 1 GK, why would a Japanese company
need GPSC’s investment?
4) Referring to the Customs Department Thailand’s levy of THB 121 million in tax on GPSC, why did
this happen and what action has GPSC taken?
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The Chairman : Assigned the CEO to answer the questions
Mr. Toemchai : Answered as follows :
1) Explained in two main points: why GPSC’s sales revenue fell and why its profit rose :
1.1) GPSC’s sales revenue dropped in 2016 because of Sriracha Power Plant’s decreasing revenue
in line with EGAT’s lower call for power. Still, it earned EGAT’s availability payment, which
reflected returns on investment, since the power plant was always available.
1.2) The higher profit in 2016 came from two key events:
(1) Recent revenue booking from subsidiaries, namely IRPC-CP Phase 1, operating for
the full year, and Nava Nakorn Electricity Generating Company Limited. Both are
Small Power Producers (SPPs) and GPSC’s mainstays, generating both power and
steam with higher profitability than other power plants.
(2) The ability of Rayong Power Plants under the management of Mr. Smornchai
Khoonrak, Executive Vice President, Operations, to optimize power generation in line
with GPSC’s “Maximize” strategy, consisting of efficiency improvement of its
generation system, including timing for higher or lower power generation and that for
higher steam generation, and with the “Reliability” of the generation system. This
year the plant experienced no unplanned shutdown. This excellent practice by GPSC
contributed to its higher profit.
Mr. Boonchuai : Inquired about 2017’s operation outlook for Sriracha Power Plant
Mr. Toemchai : Assigned Mr. Smornchai Khoonrak, Executive Vice President, Operations,
to elaborate
Mr. Smornchai : In 2017, Sriracha Power Plant’s operation will pretty much follow the pattern of
2016. Power generation will be seasonal, that is, high summer power demand,
causing heavy machinery operation. Since this past February, the plant has been
operating at full block. In the cold season, one can expect operation to slow down
in line with EGAT’s call for power - much the same story as in 2016.
2) Granting of this loan to Xayaburi Power Company Limited followed the obligations and equity
shareholding imposed on GPSC
3) In the wake of the Fukushima Daiichi nuclear incident, Japan has lowered its consumption of nuclear
energy in favor of more renewable energy, thus opening up power plant investment opportunities there.
GPSC has therefore capitalized on this opportunity.
4) Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer (“the CFO”), to answer the question
Mrs. Wanida : This arose from an accounting dispute of 12-13 years ago, for which GPSC has
filed an appeal with Customs Department Thailand.
Mr. Boonchuai : Ask if GPSC has set aside a provision under its financial statements for this
matter.
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Mrs. Wanida : No. Following GPSC’s consultation with its legal adviser, it believes that no tax
payment is forthcoming from this assessment.
Mr. Piyapong Chanparso, Proxy
Impressed with GPSC’s credit rating despite its Stock Exchange of Thailand (SET) listing for under two
years. Asked the CEO whether such rating means that investors can be confident in GPSC’s enough liquidity to
support growth and pay out dividends.
The Chairman : Assigned the CEO to answer the questions
Mr. Toemchai :
Credit goes to the CFO’s team. Despite its small size, GPSC personnel has taken pride in fostering its
financial credibility and contributing to its solid credit rating. To this end, GPSC will continue to stress further
growth in line with its Growth Engines, as seen in the video presentation. Also, appreciated the Board’s support,
scrutiny, and advice given all along.
The Chairman :
Appreciated Mr. Piyapong’s encouragement to the Board. Since GPSC is part of PTT Group, the
confidence in PTT Group played a part in GPSC’s sound credit rating.
Mr. Somchai Charungtanakit, Shareholder asked the following questions about Xayaburi hydroelectric
power plant project :
1) Will the scheduled commercial operation date (SCOD) of the Xayaburi project be achieved in early
2019 or late 2019?
2) What is the percentage of Xayaburi hydropower’s plant factor? What is the average power tariff per
unit to be charged to EGAT? What is the average O&M (operation and maintenance) cost?
The Chairman : Assigned the CEO to answer the questions
Mr. Toemchai : Answered as follows :
1) At present, the Xayaburi project has posted superior progress to our plan. Power generation is in phase,
with generation installation to happen in stages. The first unit will be installed by early 2018, so its
phased start-up may be earlier than planned.
2) Assigned Mr. Kowit Chuengsatiansup, Executive Vice President, Asset Management, to address this
query
Mr.Kowit : Since Xayaburi is basically a run-off dam, operation is seasonal to leverage different
volumes of seasonal water. Nevertheless, the average annual plant factor is about 60%.
As for O&M, Xayaburi Power will be preparing a budget for its next year.
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Mr. Wichai Jiracharoenkijkul, Shareholder asked the following questions
1) Inquired about an investment update in 24M Technologies, Inc., of the US
2) Referring to the government’s Eastern Economic Corridor (EEC) development, does GPSC have an
investment project there?
The Chairman : Assigned the CEO to answer the questions
Mr. Toemchai : Answered as follows :
1) 24M Technologies, Inc., is an innovative technological start-up in which GPSC has put in 3-4 years of
investment. Following development moves and users’ battery tests, good feedback has come in price,
efficiency, and environmental friendliness. GPSC has decided to apply this technology to its business,
for which the Board has approved the management’s move.
2) As for the EEC, PTT Group has planned a development project around Wang Chan District of Rayong
for an industrial park. GPSC is keen to take part in the project, perhaps by using the area for energy
storage development in line with the government’s promotion of emerging technologies for national
development.
There were no further questions from the Meeting. Therefore, the Chairman asked the
meeting to cast their votes.
Resolution: Acknowledged the operating results of GPSC for the year 2016 and approved the
audited financial statements for the year ended December 31, 2016 by a majority
vote of the shareholders attending the Meeting and casting their votes, with the
votes as follows:
Approve 1,316,230,361 votes, or 100.00 %
Disapprove 0 votes, or 0.00 %
Abstain 15,200 votes, or N/A %
Voided Ballot 1,000 votes, or N/A %
Agenda Item 2: To approve the allocation of profit as a legal reserve and the dividend payment
from the operating results of GPSC for the year 2016
The Chairman assigned Mr. Toemchai Bunnag, Chief Executive Officer, to present the
details to the meeting.
Mr. Toemchai informed the meeting that Section 115 of the PLC Act and Article 47 of
GPSC’s Articles of Association, the dividend payment shall be approved by a general meeting of the
shareholders. The Board of Directors may pay interim dividends to the shareholders from time to time when the
Board of Directors finds that the Company has sufficient profits to do so and shall report to the next general
meeting of the shareholders. Furthermore, according to Section 116 of the PLC Act and Article 48 of the
Articles of Association, the Company must appropriate to a reserve fund, from the annual net profits, at least
(Translation)
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five (5) percent of the annual net profits, less the carried-forward accumulated losses (if any) until the reserve
fund reaches an amount of not less than ten (10) percent of the registered capital.
The Company has a policy to make a minimum dividend payment of not less than 30
percent of the net profits, after the deduction of the tax and the legal reserve and the obligations under the loan
agreement, in accordance with the financial statements. Notwithstanding the foregoing, the dividend payment is
subject to the investment plan, investment necessity, and other necessary factors in the future. If the Board of
Directors resolves to approve the payment of the annual dividend, it is required to propose to the annual general
meeting of shareholders for approval.
According to the operating results of the Company and its subsidiaries for the year 2016,
the Company recorded a net profit of THB 2,700 million. The Board considered various factors, such as the
Company’s operating results, cash flow estimation for 2017, and the Company’s dividend payment policy and
found it appropriate to propose that the meeting consider and approve the dividend payment with the following
details:
1) Approved the allocation of profit for the year 2016 of THB 127,000,808 as a legal
reserve
2) Acknowledged the interim dividend payment for the 2016 operating results for the
first six months at the rate of THB 0.45 per share, totaling THB 674,235,360 in
accordance with the resolution of the Board of Directors’ Meeting on August 18,
2016
3) Approved a dividend payment from the operating results of the Company and its
subsidiaries for the year 2016 at the rate of THB 1.15 per share, totaling of THB
1,723,045,920. After the deduction of the interim dividend payment for the 2016
operating results of the first six months, at the rate of THB 0.45 per share, totaling
of THB 674,235,360, paid to the shareholders on September 14, 2016, the
remaining dividend for the 2016 operating results for the last six months to be paid
at the rate of THB 0.70 per share, totaling THB 1,048,810,560 as follows:
- From the unappropriated retained earnings that derived from tax exemption
profit portion according to Board of Investment (BOI) privilege wherein
individual shareholders shall have tax-exemption and not be entitled to a
Dividend Tax credit in the computation of tax under Section 47 bis of the
Revenue Code at the rate of THB 0.52 per share and
- From the unappropriated retained earnings with 30 percent Corporate Income
Tax wherein individual shareholders are entitled to a tax credit for the received
dividend under Section 47 bis of the Revenue Code at the rate of THB 0.18 per
share
(Translation)
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The dividend will be paid to the shareholders who were entitled to receive dividend
payment on February 24, 2017 (Record Date), at the rate of THB 0.70 per share on April 11, 2017.
After that, the Chairman gave an opportunity to shareholders to ask questions and express
their opinions on the relevant matters which could be summarized as follows:
Mr. Boonchuai Tangwattanasirikul, Shareholder
Inquired about GPSC’s dividend policy, since its current payout rate is 64% of the net profit this year,
down from that of last year (75%)
The Chairman : Assigned the CEO to answer the questions
Mr. Toemchai :
Several factors play a part in GPSC’s dividend consideration, including the cash flows of 2017 and,
more important, preparation for its business growth.
There were no further questions from the Meeting. Therefore, the Chairman asked the
meeting to cast their votes.
Resolution: Approved the allocation of profit as a legal reserve and the dividend payment from
the operating results of GPSC for the year 2016 as proposed by a majority vote of the
shareholders attending the Meeting and casting their votes, with the votes as follows:
Approve 1,316,036,206 votes, or 100.00 %
Disapprove 48,000 votes, or 0.00 %
Abstain 16,200 votes, or N/A %
Voided Ballot 12,000 votes, or N/A %
Agenda Item 3: To elect GPSC’s new directors in replacement of those who are due to retire by
rotation
Before starting the agenda item, the Chairman asked the directors who retired by rotation,
namely Mr. Norkun Sitthiphong, Mr. Chulasingh Vasantasingh, Mr. Supattanapong Punmeechaow, and Mr.
Atikom Terbsiri to leave the meeting room and return to the meeting room after the consideration of this agenda
item was completed.
The Chairman assigned Mr. Payungsak Chartsutipol, Member of the Nomination and
Remuneration Committee, to present the details to the meeting.
Mr. Payungsak informed the meeting that Section 71 of the PLC Act and Article 17 of the
Company’s Articles of Association, at each annual general meeting, one-third (1/3) of the total number of the
directors at that time, or if the number is not a multiple of three, then the number nearest to one-third (1/3), must
retire from office. A retiring director is eligible for re-election. In the 2017 Shareholders’ Meeting, the
following directors are due to retire by rotation:
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1) Mr. Norkun Sitthiphong Independent Director
2) Mr. Chulasingh Vasantasingh Independent Director
3) Mr. Supattanapong Punmeechaow Director
4) Mr. Atikom Terbsiri Director
The Company made announcement on its website to invite the shareholders to nominate
the qualified candidates as the Company’s director according to related laws during October 1 to December 31,
2016. After the given period had expired, no minor shareholders proposed any person to be nominated as the
director of the Company.
The Nomination and Remuneration Committee has sought qualified candidates
according to the director nomination process, considering their qualifications as required by the relevant
laws and regulations as well as the Company’s Articles of Association. The Committee also brought into
consideration the candidate’s qualifications in terms of knowledge, expertise, and experience that are
suitable for the Company, including the appropriateness in variety of the director’s qualification. It is
deemed appropriate to propose the Board of Directors’ Meeting to consider and propose to the
Shareholders’ Meeting to consider the election of directors as follows:
1) Mr. Supattanapong Punmeechaow Director (reappoint)
2) Mr. Atikom Terbsiri Director (reappoint)
3) Mr. Kurujit Nakornthap Independent Director
(to replace Mr. Norkun Sitthiphong)
4) Ms. Peangpanor Boonklum Director
(to replace Mr. Chulasingh Vasantasingh)
Mr. Kurujit Nakornthap, an independent director candidate, is qualified as an independent
director according to the definition of independent director of the Company as detailed in Attachment 2 of the
invitation notice. Also, the profile of each candidate to be nominated as the Company’s directors appears in
Attachment 3 of the invitation notice which was sent to the shareholders in advance.
After that, the Chairman gave an opportunity to shareholders to ask questions and express
their opinions on the relevant matters. There was no shareholders asking questions or expressing opinions in this
agenda. Therefore, the Chairman asked the meeting to cast their votes by voting for each nominated candidates
separately in divided ballots. Additionally, the Company would collect ballots from all shareholders and proxies
who were given the ballots to comply with the AGM Checklist criteria. In addition, the Chairman announced
that for transparency and compliance with the corporate governance practice, the nominated directors who hold
GPSC’s shares have casted the abstention votes for their nominations in this agenda.
(Translation)
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Resolution: Approved the election of GPSC’s directors in replacement of those who are due to retire
by rotation by a majority vote of the shareholders attending the Meeting and casting
their votes, with the votes as follows:
1) Mr. Supattanapong Punmeechaow : Director (re-elected)
Approve 1,314,575,606 votes, or 99.89 %
Disapprove 1,454,000 votes, or 0.11 %
Abstain 86,800 votes, or N/A %
Voided Ballot 0 votes, or N/A %
2) Mr. Atikom Terbsiri : Director (re-elected)
Approve 1,316,023,273 votes, or 99.98 %
Disapprove 201,000 votes, or 0.02 %
Abstain 86,800 votes, or N/A %
Voided Ballot 0 votes, or N/A %
3) Mr. Kurujit Nakornthap : Independent Director (replace Mr. Norkun Sitthiphong)
Approve 1,315,022,939 votes, or 99.90 %
Disapprove 1,255,000 votes, or 0.10 %
Abstain 33,134 votes, or N/A %
Voided Ballot 0 votes, or N/A %
4) Ms. Peangpanor Boonklum : Director (replace Mr. Chulasingh Vasantasingh)
Approve 1,314,816,739 votes, or 99.89 %
Disapprove 1,454,200 votes, or 0.11 %
Abstain 40,134 votes, or N/A %
Voided Ballot 0 votes, or N/A %
Agenda Item 4: To approve GPSC’s director remuneration for the year 2017
The Chairman assigned Mr. Payungsak Chartsutipol, Member of the Nomination and
Remuneration Committee, to present the details to the meeting.
Mr. Payungsak informed the meeting that in Section 90 of the PLC Act, it is required that
the remuneration of the directors shall be in accordance with the Company’s Articles of Association and the
resolution of the shareholders’ meeting by the vote of not less than two-thirds (2/3) of the total number of votes
of the shareholders attending the meeting. According to Article 22 of the Company’s Articles of Association,
the directors shall be entitled to receive remuneration from the Company in the form of financial rewards,
meeting allowances, gratuities, bonuses or benefits of any other nature in accordance with a resolution of the
shareholders’ meeting by a vote of not less than two-thirds (2/3) of the number of shareholders attending the
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meeting. The remuneration may be designated in fixed amounts or as a specific guideline, for any specific time
of payment, or for continuous application until any future amendment by a resolution of the shareholders’
meeting. In addition, the directors shall be entitled to receive allowances and fringe benefits in accordance with
the Company’s regulations.
The Nomination and Remuneration Committee has considered the remuneration of the
Board of Directors and the Sub-Committees, by taking into account various relating factors e.g. the company’s
operating results, dividend payout to shareholders, the Board of Director’s performance, responsibilities of the
Board of Directors and the Sub-Committees, and comparison with other listed companies within the same
industry and having similar size. It is therefore deemed appropriate to propose that the shareholders’ meeting
consider the determination of the remuneration of the Board of Directors and the Sub-Committees for the year
2017 with the details as follows:
1) Retainer fee for directors (Same rate as 2016)
- Chairman THB 37,500 / Month
- Directors THB 30,000 / Month
2) Meeting allowance for Sub- Committee members (Same rate as 2016) comprising
the Audit Committee, Nomination and Remuneration Committee, Corporate
Governance Committee, Risk Management Committee and others (if any) (only
the directors who attend the meeting)
- Chairman THB 22,500 / Meeting
- Members THB 18,000 / Meeting
3) Annual bonus
Bonus for the 2016 operating results will be paid to directors who served GPSC in
2016, including those who completed the terms and/or retired during 2016, at total
amount of 0.6 percent of net profit but not exceeding THB 15 million. The bonus
portion is calculated based on the term of each director. Chairman of the Board
shall receive 25 percent higher than other directors.
4) Other remuneration: None
After that, the Chairman gave an opportunity to shareholders to ask questions and express
their opinions on the relevant matters which could be summarized as follows:
Mr. Boonchuai Tangwattanasirikul, Shareholder asked the following questions
1) In 2015, GPSC incurred Employee Stock Ownership Plan (ESOP) for directors. Does it plan to offer
directors’ ESOP again this year? What is its criterion for doing so?
2) Referring to the annual bonus criterion for directors at 0.6% of the net profit totaling up to THB 15
million, does this criterion apply to PTT Group as a whole or only to GPSC?
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15/22
The Chairman : Assigned the CEO to answer the questions
Mr. Toemchai : Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer to answer the questions
Mrs. Wanida :
1) The only ESOP exercise undertaken by GPSC, meant for directors, the management, and employees,
coincided with its Initial public offering (IPO) in May 2015. In 2016, there is no repeat of this exercise.
2) PTT Group’s uniform policy is to set the annual bonus for the Board at a given percentage of the net
profit. Each company, however, sets a different percentage, subject to its own performance outcomes
and nature of business.
Chairman : Each year, in paying out the annual bonuses, GPSC sets a certain ceiling sum for
transparency and prevention of direct revenue-based variation.
Ms. Bootsakorn Ngampasuthadol, Shareholder asked questions and expressing opinions as follows :
1) If the profits of the four special projects whose revenues were booked this year were excluded, would
GPSC still post a higher overall profit than last year?
2) If GPSC sets a criterion for annual bonus payment to the Board as a percentage of the net profit,
it should take only the incremental profit from last year’s projects (while excluding the profits from
booked new projects). That way, precise measurement is made for year-on-year development.
The Chairman : Assigned Mrs. Wanida Boonpiraks, Chief Financial Officer to answer the first question and
assigned the CEO to answer the second question
Mrs. Wanida :
1) Excluding the profits of the four special projects whose revenues were booked in 2016, GPSC would
still post a higher overall profit than that of 2015. In 2015, the EBITDA margin stood at 12%; in 2016,