Investor Relations
Shareholder's Meeting
Subject : Invitation to 2017 Annual General Shareholders’ Meeting
To : Shareholders
[Publish date : 24 February 2017]
Attachment:
- 2016 Annual Report and 2016 Sustainability Report
- Duties and responsibilities of PTTEP Sub-Committees
- Definition of Independent Director
- Information on proposed candidates to be elected as PTTEP directors
- 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
- 2016 Annual Report and/or 2016 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 2017 Annual General Shareholders’ Meeting on Wednesday 29 March 2017 at 14.00 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 2016 Performance Results and 2017 Work Plan of the Company
Related Information:
The 2016 Company’s performance is as detailed in Attachment 1, whereas the 2017 work plan will be presented on the Meeting day.
The Board of Directors’ Opinion:
The meeting should acknowledge the 2016 performance results including the financial statements and other matters as illustrated in the 2016 Annual Report and the 2016 Sustainability Report. The meeting will also acknowledge the Company’s 2017 work plan which will be presented on the meeting day.
Agenda Item 2 To approve the financial statements for the year ended 31 December 2016
Related Information:
PTTEP’s financial statements for the year ended December 31, 2016 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 year 2015 as follows:
Items | Million US Dollar | Million Baht | ||
---|---|---|---|---|
2016 | 2015 | 2016 | 2015 | |
Total Assets |
18,891 |
19,642 |
676,890 |
708,864 |
Total Liabilities |
7,505 |
8,314 |
268,906 |
300,053 |
Total Shareholders' Equity |
11,386 |
11,328 |
407,984 |
408,811 |
Total Revenues(1) |
4,339 |
5,614 |
152,745 |
191,908 |
Profit (loss) for the year |
372 |
(854) |
12,860 |
(31,590) |
Basic earnings (loss) per share |
0.08 (US Dollar/Share) |
(0.22) (US Dollar/Share) |
2.76 (Baht/Share) |
(8.24) (Baht/Share) |
(1) The result of operation from PTTEP Oman Company Limited has been represented under Discontinued Operations due to business divestment. The Company represented the comparative figures for the year 2015.
Board of Directors’ Opinion:
The Meeting should approve the financial statements for the year ended 31 December 2016 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 2016 performance
Related Information:
It is the Company’s policy, under normal circumstances, to pay a dividend to shareholders of not 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 an 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 2016, PTTEP reported total revenues of US Dollar 4,339 million; a net profit of US Dollar 372 million; total assets of US Dollar 18,891 million; total liabilities of US Dollar 7,505 million; total shareholders’ equity of US Dollar 11,386 million; unappropriated retained earnings of US Dollar 6,296 million; and cash and cash equivalents, including short-term investments of US Dollar 4,022 million
PTTEP’s Board of Directors has considered and resolved that it is appropriate for PTTEP to pay the dividend for the 2016 year of operations to the company’s shareholders at 3.25 Baht per share. The company has already made an interim dividend payment for the first-half-year operations of 2016 on 25 August 2016 at the rate of 0.75 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remainder of the 2016 dividend of 2.50 Baht per share shall be paid from unappropriated retained earnings under the Revenue Code, and shall be payable on 10 April 2017 after obtaining approval from the 2017 AGM. The shareholders entitled to receive the dividend are those on record as of the Record Date: 9 February 2017.
The dividend payment in Baht is made in reference to the company performance in US Dollar and the Weighted-average Interbank Exchange Rate published by Bank of Thailand of 1 business day prior to the Board Meeting day.
The payment record of 2016 and 2015 are as below:
Details of Dividend Payment | 2016 | 2015 | ||
---|---|---|---|---|
US Dollar | Baht | US Dollar | Baht | |
1. Net income (Million) |
372 |
|
(854) |
|
1.1 Net Income before Impairment (Million) |
419 |
|
531 |
|
2. Basic Earnings per Share |
0.08 |
|
(0.22) |
|
3. Net income after legal reserve (Million) |
372 |
|
(854) |
|
4. Dividend Payout Ratio (Percentage) |
98 |
|
- |
|
4.1 Dividend payout ratio before impairment (%) |
87 |
|
63 |
|
5. Total Dividend Payment (per Share) |
|
3.25 |
|
3.00 |
5.1 First-half-year Operations Dividend |
|
0.75 |
|
1.00 |
5.2 Second-half-year Operations Dividend |
|
2.50 |
|
2.00 |
6. Total Dividend Amount (Million) |
|
12,902 |
|
11,910 |
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 2016 at 3.25 Baht per share. PTTEP has already made an interim dividend payment for the first-half-year operations of 2016 on 25 August 2016 at the rate of 0.75 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2016 dividend of 2.50 Baht per share shall be paid from unappropriated retained earnings under the Revenue Code, and shall be payable on 10 April 2017 after obtaining approval from the 2017 AGM. The shareholders entitled to receive the dividend are those on record as of the Record Date: 9 February, 2017.
Agenda Item 4 To appoint the auditor and consider the auditor’s fees for year 2017
Related Information:
The Office of Auditor General (the OAG) has been PTTEP’s auditor since the Company was established. The OAG does not have any relationship with, and is independent from PTTEP, its subsidiaries, major shareholders, or their related parties. Some of the Company’s subsidiaries are audited by other auditors. The Company's management is responsible for ensuring that the financial statements of those subsidiaries are completed within the schedules.
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 for year 2017 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 2017 with an annual audit fee of 2,350,000 Baht which was the same rate as the fee in 2016.
In 2016, PTTEP 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 2017 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 2016 Annual General Shareholders’ Meeting, held on 28 March 2016 has approved the board of directors’ and the sub-committees’ remuneration for 2016 onwards. For this year, the Remuneration Committee has reviewed the remuneration package, namely retainer fee, meeting fee, and bonus, 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 2017 remuneration package of the board of directors and the sub-committees to be the same rate as 2016 where director’s bonus item is to be as approved by the shareholders, 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 2. The five Sub-committees’ remunerations, are proposed the same rate as 2016 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 2016, the total remuneration of the board of directors was 35,764,470.90 Baht, and the total remuneration of the Sub-committees was 6,550,000 Baht. The details of the remuneration of each director are presented in the 2016 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 2017 and onwards which is the same as that of 2016 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 2017, 1 retiring director is qualified as an independent director 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 3). The 5 directors who are due to retire by rotation are:
(1) Mr. Ampon Kittiampon - Independent Director and Chairman of the Audit Committee
(2) Mr. Twarath Sutabutr - Director and Member of the Risk Management Committee
(3) Mr. Tevin Vongvanich - Director
(4) Mr. Somporn Vongvuthipornchai - Director and President and Chief Executive Officer
(5) Mr. Manas Jamveha - Director and Member of the Remuneration 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 15 September – 15 December 2016. However, there was no proposal of qualified nominee submitted to the Company.
The Nominating Committee has thoroughly considered, for maximum benefit of the company, the existing board composition and skill mix 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 2017, as follows;
(1) Mr. Ampon Kittiampon Re-election for another term
(2) Mr. Twarath Sutabutr Re-election for another term
(3) Mr. Tevin Vongvanich Re-election for another term
(4) Mr. Somporn Vongvuthipornchai Re-election for another term
(5) Mr. Kulit Sombatsiri Replace Mr. Manas Jamveha
(1) Mr. Ampon Kittiampon be re-elected for another term because he possesses knowledge, expertise and experiences in economics, legal, as well as in energy business and government policy. He has been serving in high rank positions for the Government, State Enterprise and public companies e.g Ex-Secretary General of the Prime Minister, Chairman of the Board of the Bank of Thailand for 2 directorship terms. He plays significant role as the Chairman of the Audit Committee for PTTEP and been recognized by IOD for Audit Committee of the Year Awards for 2 consecutive periods. He has great understanding in energy business especially in E&P industry and help to drive PTTEP’s strategic plan amidst the low oil price situation for its long-term competitive and sustainable growth.
(2) Mr. Twarath Sutabutr be re-elected for another term because he possesses specialization in national energy policy which could support PTTEP in planning to cope with this low oil price situation.
(3) Mr. Tevin Vongvanich be re-elected for another term because he possesses specialization in exploration and production industry as he was the President and Chief Executive Officer of PTTEP. He had experience in Financial Management of large organization and also in position of high executives of PTT. He is specialize in full-cycle energy business with synergy e.g. upstream, midstream and downstream with long-term vision in strategic planning.
(4) Mr. Somporn Vongvuthipornchai be re-elected for another term because he possesses good knowledge in E&P industry, specializing in upstream business both of international and domestic schemes. He has experience in project management and conducted strategic planning and risk management for PTTEP in the midst of low oil price situation. He manages to lower PTTEP’s unit cost, pushes its efficiency which thus gain profit to serve continuous growth.
(5) Mr. Kulit Sombatsiri to replace Mr. Manas Jamveha. He possesses good knowledge in governance laws including rules and regulations related to state enterprise and its policy, management and development. He also have experience in international trading which could be benefit for PTTEP to operate legally.
Details of personal information and vision of the abovementioned director nominees are as in Attachment 4.
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. Ampon Kittiampon (2) Mr. Twarath Sutabutr (3) Mr. Tevin Vongvanich (4) Mr. Somporn Vongvuthipornchai (5) Mr. Kulit Sombatsiri. 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, 1 director (number 1) will be independent director according to his notification that his qualification is 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.
The State Enterprise Policy Committee on 20 January 2017 has then 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 2017 Annual General Shareholders’ Meeting and to receive dividend on 9 February 2017 and fixed the share registration book closing date on 10 February 2017 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 22 March 2017 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 2016 Annual Report and 2016 Sustainability Report (Attachment 1) to all shareholders in CD-ROM format. However, if any shareholders would like to have the hard copies of the 2016 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
Proposal of AGM Agenda and Director Nominees in advance
“Company” means PTT Exploration and Production Public Company Limited
“Agenda” means Agenda of the 2017 Annual General Shareholders’ Meeting of PTTEP
“Board” means Board of Directors of PTTEP
“Director” means Director of PTTEP
3.1 Being the shareholder of the Company at the date proposing agenda or director nominee either for one shareholder or combined shareholders.
3.2 Holding minimum shares of 100,000 shares
(1) Must proposed by the shareholder possess qualification according to Topic No.3 of the criteria
(2) Must fill in “The Proposed Agenda to the 2017 Annual General Shareholders’ Meeting Form (Form A)” and submit the original Form A together with other supporting document as required by the Company to the Company within December 16, 2016 in order to allow the Board adequate consideration period. 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.
(3) 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.
4.2 Method for Consideration
(1) The Board will consider the agenda proposed by the shareholder which must not possess the following matters;
(1.1) Matter that defined in clause 89/28 of the Securities and Exchange Act B.E. 2535 and its amendment1
(1.2) 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
(1.3) Matters that the Company has already implemented
(1.4) 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
In this regards, the Board's judgment is final.
(2) The proposal approved by the Board along with the Board’s opinion will be included in the Agenda.
(3) 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.
1(1) The proposal does not comply with the rules as specified in the first paragraph of clause 89/28;
(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.
(1) Must proposed by the shareholder possess qualification according to Topic No.3 of the criteria
(2) 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 December 16, 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.
(3) 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.
5.2 Method for Consideration
(1) The Board will consider the director nominee who must not possess the following qualification.
(1.1) Not over 70 years old (until the end of year 2016)
(1.2) 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.
(1.3) Having the knowledge and skill in areas that are significantly beneficial to the Company, especially in Risk & Crisis Management and Economics & Finance to conform with current economic and oil price situations as well as PTTEP’s 2016 Target Skill Mix. Nonetheless, the company may also consider other skill mix areas apart from the aforementioned as appropriate.
(1.4) Should not serve more than 4 board positions in listed companies.
(1.5) Does not serve more than 3 board positions in the State Enterprises and/or juristic persons with State Enterprise’s shareholding.
(2) 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.
(3) 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).
(4) 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.