Investor Relations
Shareholder's Meeting
Subject : Invitation to 2016 Annual General Shareholders’ Meeting
To : Shareholders
Attachment:
- 2015 Annual Report , 2015 Financial Report and 2015 Sustainability Report
- PTTEP Definition of Independent Director
- Information on proposed candidates to be elected as directors
- Duties and responsibilities of PTTEP Sub-Committees
- Document and evidence required for meeting attendance and proxy granting
- Registration Form to be submitted on the Meeting day and process of attending the Meeting
- Proxy Form A. , Form B. , Form C.
- Name List and Details of PTTEP Independent Directors proposed to serve as Proxy for Shareholders
- Envelope for returning Proxy Form to PTTEP
- PTTEP Articles of Association, the Public Limited Company Act and the Securities and Exchange Act concerning the Shareholders’ Meeting and Vote Casting
- 2015 Annual Report and/or 2015 Sustainability Report Requisition Form
- Map of the Meeting location
PTT Exploration and Production Public Company Limited (PTTEP) would like to invite all shareholders to attend the 2016 Annual General Shareholders’ Meeting on Monday 28 March 2016 at 14.30 hours, at Bangkok Convention Center, 5th Floor, Central Plaza Ladprao (Plaza Zone), 1695 Phaholyothin Road, Chatuchak, Bangkok 10900. The meeting agendas are as follows:
Agenda Item 1 To acknowledge the 2015 Performance Results and 2016 Work Plan of the Company
Related Information:
The 2015 Company’s performance is as detailed in Attachment 1, whereas the 2016 work plan will be presented on the Meeting day.
The Board of Directors’ Opinion:
The meeting should acknowledge the 2015 performance results including the financial statements and other matters as illustrated in the 2015 Annual Report and the 2015 Sustainability Report. The meeting should also acknowledge the Company’s 2016 work plan which will be presented on the meeting day.
Agenda Item 2 To approve the financial statements for the year ended 31 December 2015
Related Information:
PTTEP’s financial statements for the year ended 31 December 2015 were audited by the Auditor and reviewed by the Audit Committee that they were presented fairly. The details of the financial statements are in Attachment 1 and are summarized comparing with last year as follows:
Items | Million US Dollar | Million Baht | ||
---|---|---|---|---|
2015 | 2014 (Restated)* | 2015 | 2014 (Restated)* | |
Total Assets |
19,642 |
23,271 |
708,864 |
767,073 |
Total Liabilities |
8,314 |
10,723 |
300,053 |
353,453 |
Total Shareholders' Equity |
11,328 |
12,548 |
408,811 |
413,620 |
Total Revenues |
5,654 |
7,834 |
193,268 |
254,308 |
Profit (loss) for the year |
(854) |
677 |
(31,590) |
21,490 |
Basic earnings (loss) per share |
(0.22) (US Dollar/Share) |
0.16 (US Dollar/Share) |
(8.24) (Baht/Share) |
5.19 (Baht/Share) |
*Remark: Restated figures due to the changes in accounting policy in accordance with Thai Financial Reporting Standard No. 11 – Joint arrangements, which the Company has adopted effectively on 1 January 2015. The Company has retrospectively adjusted the impact to the comparative figures for the year ended 2014.
Board of Directors’ Opinion:
The Meeting should approve the financial statements for the year ended 31 December 2015 which have been audited by the Auditor and reviewed by the Audit Committee as proposed. The Board of Directors has also endorsed the financial statements.
Agenda Item 3 To approve the dividend payment for 2015 performance
Related Information:
It is the policy of the Company that PTTEP will pay dividend to shareholders of no less than 30 percent of net income after tax. According to the Public Company Act B.E. 2535 Section 115 and the Company’s Articles of Association Clause 32, PTTEP Board of Directors may resolve to pay the interim dividend to shareholders in case the Company has adequate profits and subsequently inform the shareholders at the next shareholders’ meeting.
For the year ended 2015, PTTEP reported total revenue of US Dollar 5,654 million, net loss of US Dollar 854 million, total assets of US Dollar 19,642 million, total liability of US Dollar 8,314, equity of US Dollar 11,328 million and cash and cash equivalents, including short-term investment of US Dollar 3,260 million. In addition, PTTEP had net income before impairment loss on asset of US Dollar 531 million.
The Company’s Board of Directors has considered that PTTEP should pay the dividend for the year operations of 2015 to the company’s shareholders at 3.00 Baht per share. The company has already made an interim dividend payment for the first-half-year operating of 2015 on 21 August 2015 at the rate of 1.00 Baht per share from profit under Petroleum Income Tax Act. The remaining 2015 dividend of 2.00 Bath per share; consisting of a dividend 1.00 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act and a dividend 1.00 Baht per share from unappropriated retained earnings under the Revenue Code, shall be payable on 11 April 2016, after obtaining approval from the 2016 AGM, to those shareholders who are entitled to receive the dividend as listed on the Record Date on 11 February 2016
The dividend payment in Baht is in reference to the company performance in US Dollar and the Weighted-average Interbank Exchange Rate published by Bank of Thailand of 3 business days prior to the Board meeting date.
The payment record of 2015 and 2014 are as below:
Details of Dividend Payment | 2015 | 2014 | ||
---|---|---|---|---|
US Dollar | Baht | US Dollar | Baht | |
USD |
Baht |
USD |
Baht |
|
1. Net income (Million) |
-854 |
|
677 |
|
1.1 Net Income before Impairment (Million) |
531 |
|
1,674 |
|
2. Basic Earnings per Share |
-0.22 |
|
0.17 |
|
3. Net income after legal reserve (Million) |
-854 |
|
677 |
|
4. Dividend Payout Ratio (Percentage) |
- |
|
82 |
|
4.1 Dividend payout ratio before impairment (%) |
63 |
|
33 |
|
5. Total Dividend Payment (per Share) |
|
3 |
|
4.50 |
5.1 First-half-year Operations Dividend |
|
1 |
|
3.00 |
5.2 Second-half-year Operations Dividend |
|
2 |
|
1.50 |
6. Total Dividend Amount (Million) |
|
11,910 |
|
17,865 |
7. Number of Share (Million shares) |
|
|
||
7.1 At the interim dividend payment |
3,970 |
3,970 |
||
7.2 At the second-half-year operations dividend payment |
3,970 |
3,970 |
The Board of Directors’ Opinion:
The meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2015 at 3.00 Baht per share. The company has already made an interim dividend payment for the first-half-year operating of 2015 on 21August 2015 at the rate of 1.00 Baht per share from profit under Petroleum Income Tax Act. The remaining 2015 dividend of 2.00 Bath per share; consisting of a dividend 1.00 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act and a dividend 1.00 Baht per share from unappropriated retained earnings under the Revenue Code, shall be payable on 11 April 2016, after obtaining approval from the 2016 AGM, to those shareholders who are entitled to receive the dividend as listed on the Record Date on 11 February 2016.
Agenda Item 4 To appoint the auditor and consider the auditor’s fees for year 2016
Related Information:
PTTEP has appointed the Office of the Auditor General (OAG) to be its independent auditor since the establishment of the Company. The OAG has neither relationship with nor financial interests in the Company, its subsidiaries, executives, major shareholders, or others related to parties mentioned herein. Certain oversea subsidiaries and associates of the Company are audited by other independent auditors because they are incorporated and registered in a foreign countries and are required to be audited by auditor licensed in those countries.
The Audit Committee considers the OAG to be a reliable institution with a high performance record and an institution endowed with a sufficient number of qualified staff. In addition, the audit fee proposed by the OAG was considered reasonable. The Audit Committee proposed that the OAG be appointed as the independent auditor of the Company for year 2016 with an annual audit fee of 2,350,000 Baht which was the same rate as the fee in 2015.
In 2015, the Company did not pay non-audit services fee to the OAG.
Board of Directors’ Opinion:
The Meeting should approve the appointment of the Office of the Auditor General of Thailand to be the Auditor of PTTEP for the year 2016 with a fee of 2,350,000 Baht as proposed by the Audit Committee. The Audit Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors.
Agenda Item 5 To approve the board of directors’ and the sub-committees’ remuneration
Related Information:
The 2015 Annual General Shareholders’ Meeting, held on 26 March 2015 has approved the board of directors’ and the sub-committees’ remuneration for 2015 onwards. For this year, the Remuneration Committee has reviewed the remuneration package of the board of directors and sub-committees by comparing with other leading listed companies and among the companies of PTT Group. The Board of Directors agreed, in accordance with the recommendation of the Remuneration Committee, and deemed it appropriate to remain the 2016 remuneration package of the board of directors and the sub-committees to be the same rate as 2015 as follows:
Board of Directors’ Remuneration:
Items | Payment Principle |
---|---|
(1) Retainer fee |
40,000 Baht each per month, paid in full each month |
(2) Meeting fee |
40,000 Baht each per meeting, paid when attending the meeting only |
(3) Bonus |
The Board of Directors would receive the bonus payment in the year that the Company pay dividend to shareholders. The bonus rate is at 0.1 percent of retained net profit with ceiling of 60 million Baht and adjusted according to each director’s office period. |
(4) Other Remuneration |
N/A |
Remark: The Chairman of the Board shall receive a 25 percent increase of the above fees and bonus |
Sub-committees’ Remuneration: There are five standing Sub-committees according to the Company’s Article of Association: (1) the Audit Committee (2) the Remuneration Committee (3) the Nominating Committee (4) the Corporate Governance Committee and
(5) the Risk Management Committee. Details of duties and responsibilities of each
Sub-committee are in Attachment 4. The five Sub-committees’ remunerations, which are the same rate as 2015 are as follows:
Items | Payment Principle |
---|---|
Meeting fee |
40,000 Baht each per meeting, paid when attending the meeting only |
Remark: The Chairman of the Sub-committees shall receive a 25 percent increase of the above meeting fee. |
In year 2015, the total remuneration of the board of directors was 15,350,000 Baht, and the total remuneration of the Sub-committees was 5,000,000 Baht. However there is no bonus payment for the Board since the Company has no net profit in 2015. The details of the remuneration of each director are presented in the 2015 Annual Report (Attachment 1). Directors who are shareholders and independent directors, who have been granted proxies by shareholders, shall refrain from voting on this agenda, to avoid conflicts of interest.
The Board of Directors’ Opinion:
The meeting should approve the remuneration package of the Board of Directors and sub-committees for 2016 and onwards which is the same as that of 2015 for monthly and meeting allowances. The Remuneration Committee has duly reviewed this proposal, which has been subsequently endorsed by the Board of Directors
Agenda Item 6 To approve the appointment of new directors in replacement of those who are due to retire by rotation
Related Information:
Pursuant to the Public Limited Company Act and Clause 11 of the Company’s Articles of Association, one-third of the Board of Directors or five directors who assume the offices of director for longest period must retire by rotation at the Annual General Shareholders’ Meeting every year. In 2016, 4 retiring directors are qualified as independent directors as prescribed in PTTEP Definition of Independent Director. The said definition is stricter than the rule set by the Capital Market Supervisory Board regarding the shareholding as details in item 1 of PTTEP Definition of Independent Director (Attachment 2). The 5 directors who are due to retire by rotation are:
1. Mr. Achporn Charuchinda - Independent Director, Chairman of the Remuneration Committee and Member of the Audit Committee
2. Mr. Sethaput Suthiwart-Narueput - Independent Director, Chairman of the Risk Management Committee and Member of the Audit Committee
3. Colonel Nimit Suwannarat - Independent Director, Member of the Nomination Committee and Member of the Risk Management Committee
4. Mr. Wirat Uanarumit - Director and Member of the Risk Management Committee
5. Mr. Piti Tantakasem - Independent Director, Member of the Corporate Governance Committee and Member of the Risk Management Committee
The Company has invited all shareholders to nominate qualified person to be elected as PTTEP director through the Stock Exchange of Thailand channel and the Company’s website during 1 October – 31 December 2015. However, there was no proposal of director nominee submitted to the Company.
The Nominating Committee has thoroughly considered, for maximum benefit of the company, the existing board composition together with qualification, experience, expertise, term of directorship, the list of state enterprises directors of the State Enterprise Policy Office and proposal of PTT Public Co., Ltd. (PTT), PTTEP’s major shareholder. The Nominating Committee deemed it appropriate to propose 5 director nominees who are qualified for being PTTEP directors to the shareholders to elect in replacement of those who are due to retire by rotation in 2016, as follows;
1. Mr. Achporn Charuchinda Re-election for another term
2. Mr. Sethaput Suthiwart-Narueput Re-election for another term
3. Colonel Nimit Suwannarat Re-election for another term
4. Mr. Wirat Uanarumit Re-election for another term
5. Mr. Piti Tantakasem Re-election for another term
The Nominating Committee has considered the abovementioned director nominees to be persons who possess knowledge, competency, and experience of managing large enterprises, vision and outstanding success. Besides, they have good knowledge of petroleum exploration and production, regarded as a specific business, which will be beneficial to PTTEP’s business operations, as follows;
1. Mr. Achporn Charuchinda be re-elected for another term because he possesses legal knowledge, expertise and experience. He also served as Member of the Constitution Drafting Committee by which he could have knowledge of the legal movement and government policy for PTTEP. He is also keen in good corporate governance and the rules and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). Thus, he has thorough understanding in the legal scope and could set the corporate governance frame for PTTEP.
2. Mr. Sethaput Suthiwart-Narueput be re-elected for another term because he possesses specialization in national and global macroeconomic. He has various work experiences in banking and many other businesses including consultant to leading private companies of both domestic and international; and with his expertise in doing business, he can use it to improve PTTEP’s efficiency, e.g. the improvement of PTTEP Risk Management Framework to cover all aspects. He took the roles as the member of the Audit Committee and the Chairman of the Risk Management Committee by which he gained to understand PTTEP’s business and the further need of organizational management for sustainable growth.
3. Colonel Nimit Suwannarat be re-elected for another term because he possesses specialization in human resources management and leadership, as he is the Commanding Officer of the Royal Thai Army, which will be beneficial for strategic security planning of PTTEP’s operations. He has passed the training courses of the National Crisis Management, the Computer Emergency Response Team from United States of America and from the Command and General Staff College, which these experiences will support PTTEP in strategic planning of current national energy issues raised by the public.
4. Mr. Wirat Uanarumit be re-elected for another term because he possesses good knowledge of financial management, as well as energy industry because he has many experiences in the International Oil Company and is now the CFO of PTT. He has good knowledge and understand of listing in SET and its regulations.
5. Mr. Piti Tantakasem be re-elected for another term because he possesses good knowledge and experience in strategic planning and organizational design and restructure for business recovery. He has planned the strategy for a leading financial institution. He is also very keen in financial investment for leading companies and in good corporate governance for fair and transparent operation.
Details of personal information and vision of the abovementioned director nominees are as in Attachment 3.
The Board of Directors’ Opinion:
The meeting should approve the election of 5 director nominees as screened and proposed by the Nominating Committee namely, (1) Mr. Achporn Charuchinda (2) Mr. Sethaput Suthiwart-Narueput (3) Colonel Nimit Suwannarat (4) Mr. Wirat Uanarumitand (5) Mr. Piti Tantakasem. The Nominating Committee has duly reviewed this proposal which has been subsequently endorsed by the Board of Directors to further propose the list of director candidates to the State Enterprise Policy Committee for approval in accordance to the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination. Among 5 nominated directors, 4 directors (numbers 1, 2, 3 and 5) will be independent directors according to their notification that their qualifications are conformed to the PTTEP Definition of Independent Director. Besides, the directors who are considered to have potential conflicts of interest in this election did not vote for the proposal and the Board of Directors’ Meetings.
Addition; the State Enterprise Policy Committee on 12 February 2016 has agreed with the list of five director candidates to be elected as the members of the Board of Directors of PTTEP as proposed.
Agenda Item 7 Other matters (if any)
Related Information:
According to the Public Limited Company Act B.E.2535, shareholders who together have total shareholding of no less than one-third of the total number of shares sold may propose other matters to the Meeting for consideration other than the agenda items of the Meeting prescribed above.
The Board of Director's Opinion:
The meeting should not consider any other matters proposed at the meeting. This is to comply with the Principles of Good Corporate Governance for Listed Companies 2012 and the Annual General Shareholders Meeting Assessment Project that the Meeting should consider only the issues already informed in advance for fairness of the overall shareholders.
PTTEP has fixed the Record Date on which shareholders have the right to attend the 2016 Annual General Shareholders’ Meeting and to receive dividend on 11 February 2016 and fixed the share registration book closing date on 12 February 2016 for gathering shareholders’ names under the Section 225 of the Securities and Exchange Act B.E. 2535 (Revised B.E. 2551).
All shareholders are cordially invited to attend the Meeting on the date, time and place aforementioned and the registration counters will be opened for shareholders’ registration from 10.30 hours onwards. The Chairman has designated related officers who register the meeting attendants to collect the proxy forms on his behalf. For greater convenience of all shareholders and proxy holders, it is recommended that all required documents and evidences as stated in Attachments 5, 6 or 7 (if any) be declared at the meeting’s registration. Besides, shareholders may appoint PTTEP independent directors, whose list and details are in Attachment 8, as their proxy holders, and return the proxy forms together with supporting documents, Attachments 5, 6 and 7, to PTTEP by 21 March 2016 using the enclosed envelope (Attachment 9).
The Company recommends that shareholders use Proxy Form B (Attachment 7) so that they can specify the vote casting of each agenda item. Shareholders can download Proxy Forms A and C from PTTEP website. PTTEP reserves the right not to register shareholders in case where required documents and evidences are incomplete or inaccurate or do not meet the requirements and conditions specified.
PTTEP will conduct the Meeting in accordance with the Company’s Articles of Association and Public Limited Company Act concerning the Shareholders’ Meeting as detailed in the Attachment 10.
For any questions concerning the above agenda items or any matters relevant to the Company, PTTEP welcomes opportunity to clarify these matters in the meeting. Please submit your questions in advance to CorporateSecretary@pttep.com or to the facsimile number 0-2537-4500. PTTEP will provide snacks and beverages for shareholders and proxy holders who attend the meeting, but will not distribute any souvenir at this meeting.
PTTEP has sent the 2015 Annual Report and 2015 Sustainability Report (Attachment 1) to all shareholders in CD-ROM format. However, if any shareholders would like to have the hard copies of the 2015 reports, they may request them from the Corporate Secretary Office at the Energy Complex Building A, No. 555/1, Vibhavadi-Rangsit Road, Chatuchak, Bangkok 10900. Shareholders may also fill in the Reports Requisition Form (Attachment 11) and return it to PTTEP. For greater convenience and speed in receiving dividend, shareholders can request the Thailand Securities Depository Co., Ltd. (TSD) to transfer their dividend to their bank accounts (E-dividend), which will then be incorporated into their next dividend payment.
Yours sincerely,
Somporn Vongvuthipornchai
President and Chief Executive Officer
For more information, please contact:
- Montana Chai-oon Tel: 0-2537-4775 or
- Porntipa Khanthavichai Tel: 0-2537-4819 or
- Pimsuda Sirichote Tel: 0-2537-4832 or
- Nalinrach Suksathaporn Tel: 0-2537-4000 ext. 2233
Corporate Secretary Division, PTTEP
Related Documents
Proposal of AGM Agenda and Director Nominees in advance
"Agenda" means Agenda of the 2016 Annual General Shareholders' Meeting of PTTEP
"Board" means Board of Directors of PTTEP
"Director" means Director of PTTEP
- Being the shareholder of the Company at the date proposing agenda or director nominee either for one shareholder or combined shareholders.
- Holding minimum shares of 100,000 shares
- Must proposed by the shareholder possess qualification according to Topic No.3 of the criteria
- Must fill in "The Proposed Agenda to the 2016 Annual General Shareholders' Meeting Form (Form A)" and submit the original Form A together with other supporting document as required the Company to the Company within January 4, 2016 in order to allow the Board for adequate consideration. However, the shareholder can submit Form A to the Company unofficially via facsimile number 0-2537-4500 or through email at corporatesecretary@pttep.com before submitting the original form.
- In case shareholders have unified to propose the agenda, each shareholder must fill in Form A and sign their name as evidence separately. Then the form should be gathered and submit into one set.
- The Board will consider the agenda proposed by the shareholder which must not possess the following matters;
- Matter that defined in clause 89/28 of the Securities and Exchange Law B.E. 1992 and its amendment1
- Matters that violate the laws, rules, regulations of government agencies and other governing agencies or that are not complied with the objective, the Articles of Association, the Shareholders' resolution and the Good Corporate Governance and Business Ethics of PTTEP and its subsidiaries
- Matters that the Company has already implemented
- Matters proposed by the shareholder who fill in incomplete or incorrect information or is unable to contact or do not follow the Criteria required by the Company
- The proposal approved by the Board along with the Board's opinion will be included in the Agenda.
- For the proposal disapproved by the Board, the Company shall inform the shareholder with the reason of the Board's refusal through the channel of the Stock Exchange of Thailand or any other appropriate information dissemination channels and include in the Agenda for acknowledgement.
(2) The proposal is relevant to the ordinary business operation and the fact given by the shareholders does not indicate any reasonable ground to suspect the irregularity of such matter;
(3) The proposal is beyond the company's power to produce the purposed result;
(4) The proposal was submitted to the shareholders' meeting for its consideration within the previous twelve months and received the supporting votes of less than ten percent of the total number of the voting rights of the company, unless the fact pertaining in the resubmission has significantly changed from that of the previous shareholders' meeting;
(5) Any other cases as specified in the notification of the Capital Market Supervisory Board.
- Must proposed by the shareholder possess qualification according to Topic No.3 of the criteria
- Must fill out “Form to Nominate Director” (Form B)” and Resume of Director Nominee, and submit the original Form B and Resume of Director Nominee together with other supporting document as required the Company to the Company within January 4, 2016 in order to allow adequate consideration period for PTTEP before proposing Director Nominee list to State Enterprise Policy Committee for approval. However, the shareholder can submit Form B to the Company unofficially via facsimile number 0-2537-4500 or through email at corporatesecretary@pttep.com before submitting the original form.
- In case shareholders have unified to propose the agenda, each shareholder must fill in Form B and sign their name as evidence separately. Then the form should be gathered and submit into one set.
- The Board will consider the director nominee who must not possess the following qualification.
- Not over 70 years old (until the end of year 2015)
- Having the qualification according to the Public Company Act, Securities and Exchange Act and the Good Corporate Governance and Business Ethics of PTTEP and its subsidiaries.
- Having knowledge and skill in the areas significantly beneficial to the Company.
- Should not serve more than 4 board positions in listed companies.
- Does not serve more than 3 board positions in the State Enterprises and/or juristic persons with State Enterprise’s shareholding.
- PTTEP’s Board will propose list of persons with appropriate experiences and qualifications as in (1) to the State Enterprise Policy Committee for further consideration in accordance to the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination No. 12.
- The director nominee approved by the Board or State Enterprise Policy Committee will be included in the agenda along with the Board and State Enterprise Policy Committee’s opinion (if any).
-
For the director nominee disapproved by the Board or State Enterprise Policy Committee, the Company shall inform the shareholder with the reason of the Board’s refusal through the channel of the Stock Exchange of Thailand or any other appropriate information dissemination channels and include in the Agenda for acknowledgement.