Investor Relations
Shareholder's Meeting
Subject : Invitation to 2024 Annual General Shareholders’ Meeting
To : Shareholders
[Publish date : 1 March 2024]
Attachment
- 56-1 One Report 2023 with Sustainability Report Incorporated
- Duties and responsibilities of PTTEP Sub-Committees
- PTTEP Definition of Independent Director
- Information of the Director Nominees to be elected as PTTEP directors
- Procedures for Attending the 2024 Annual General Shareholders’ Meeting (E-Meeting), document required for meeting attendance, and proxy granting
- Envelope for returning Proxy Form to PTTEP (hard copy only)
- Bar code Proxy Form A., Proxy Forms B. and Proxy Form C.
- Name List and Details of PTTEP Independent Directors to be used with Proxy of shareholders
- PTTEP Articles of Association, the Public Limited Company Act and the Securities and Exchange Act concerning the Shareholders’ Meeting and Vote Casting
- PTTEP Guidelines on Personal Data Processing for Shareholders Meeting
Agenda Item 1 To acknowledge the 2023 Performance Results and 2024 Work Plan of the Company
Related Information :
The 2023 Company’s performance results are detailed in Attachment 1, whereas the 2024 work plan of the Company will be presented on the Meeting day.
The Board of Directors’ Opinion :
The Meeting should acknowledge the 2023 performance results including the financial statements and other matters as illustrated in the 56-1 One Report 2023 with Sustainability Report Incorporated. The Meeting should also acknowledge the Company’s 2024 work plan which will be presented in the Meeting.
Agenda Item 2 To approve the financial statements for the year ended 31 December 2023.
Related Information :
PTTEP’s financial statements for the year ended 31 December 2023 have been audited by the auditor, reviewed by the Audit Committee and endorsed by the Board of Directors. The details of the financial statements are in Attachment 1 with a summary comparison to the previous year as follows:
Items | Million US Dollar | Million Baht | ||
---|---|---|---|---|
2022 | 2022 | 2023 | 2022 | |
Total Assets |
26,380 | 25,168 | 902,821 | 869,865 |
Total Liabilities |
11,787 | 11,653 | 403,378 | 402,744 |
Total Equity |
14,593 | 13,515 | 499,443 | 467,121 |
Total Revenues |
9,057 |
9,660 | 315,216 | 339,902 |
Profit for the year |
2,208 |
1,999 | 76,706 | 70,901 |
Basic earnings per share |
0.54 (US Dollar/Share) |
0.51 (US Dollar/Share) |
18.89 (Baht/Share) |
17.94 (Baht/Share) |
Board of Directors’ Opinion :
The Meeting should approve the financial statements for the year ended 31 December 2023 which have been audited by the auditor, reviewed by the Audit Committee and endorsed by the Board of Directors.
Agenda Item 3 To approve the dividend payment for 2023 performance.
Related Information :
It is the policy of the Company that PTTEP, under normal circumstances, will pay 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’s Board of Directors may resolve to pay the interim dividend to shareholders in case that the Company has adequate profits, and subsequently inform the shareholders at the next shareholders’ meeting.
For the year ended 2023, PTTEP reported total revenue of US Dollar 9,057 million; net profit of US Dollar 2,208 million; total assets of US Dollar 26,380 million; total liabilities of US Dollar 11,787 million; equity of US Dollar 14,593 million; unappropriated retained earnings of US Dollar 10,531 million and cash and cash-equivalents, including short-term investments of US Dollar 4,219 million. The Company’s Board of Directors has considered that PTTEP should pay dividends for the 2023 year of operations to the Company’s shareholders at the rate of 9.50 Baht per share, or dividend payout of approximately 49%; represents an annualized dividend yield of 6.35%. The proposed dividend payment is consistent with the Company’s operating performance and the dividend yield is within range of investors’ expectation as well as within the peers group. The dividend payment also complies with the Company’s dividend policy, has no impact to the Company’s liquidity and capital structure, and takes into account the Company's investment plan.
The Company has already made the interim dividend payment for the 2023 first-half-year operations at the rate of 4.25 Baht per share, and will pay the remaining 2023 dividend at the rate of 5.25 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act, and shall be payable on 22 April 2024, after obtaining approval from the 2024 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date, 20 February 2024.
The dividend payment in Baht is made in reference to the Company performance in US Dollars, and the weighted-average interbank exchange rate published by the Bank of Thailand 1 business day prior to the Board meeting date.
The dividend payment record for 2023 and 2022 are per the table below:
Details of Dividend Payment | 2023 | 2022 | ||
---|---|---|---|---|
USD | Baht | USD | Baht | |
1. Net income (Million) |
2,208 |
|
1,999 |
|
2. Basic Earnings per Share |
0.54 |
|
0.51 |
|
3. Dividend Payout Ratio (Percentage)* |
49 |
|
53 |
|
4. Total Dividend Payment (per Share) |
|
9.50 |
|
9.25 |
4.1 First-half-year Operations Dividend |
|
4.25 |
|
4.25 |
4.2 The Remaining Dividend |
|
5.25 |
|
5.00 |
5. Total Dividend Amount (Million) |
|
37,715 |
|
36,722 |
6. Number of Shares (Million) |
|
|
||
6.1 At the interim dividend payment |
3,970 |
3,970 |
||
6.2 At the remaining dividend payment |
3,970 |
3,970 |
*Remark: Dividend Payout Ratio calculated based on weighted-average interbank exchange rate published by the Bank of Thailand 1 business day prior to the Board meeting date.
The Board of Directors’ Opinion :
The Meeting should acknowledge the interim dividend payment and approve the annual dividend payment for 2023 at 9.50 Baht per share. The Company has already made the interim dividend payment for the 2023 first-half-year operations on 29 August 2023 at the rate of 4.25 Baht per share from unappropriated retained earnings under the Petroleum Income Tax Act. The remaining 2023 dividend of 5.25 Baht per share will be paid from unappropriated retained earnings under the Petroleum Income Tax Act and shall be paid on 22 April 2024, after obtaining approval from the 2024 AGM. The shareholders entitled to receive the dividend are those appearing on the shareholder list as of the Record Date on 20 February 2024.
Agenda Item 4 To appoint the auditor and consider the audit fee for financial statements for the year 2024.
Related Information :
PTTEP is an auditee of the State Audit Office of the Kingdom of Thailand (SAO) and a government agency in accordance with the Organic Act on State Audit B.E. 2561 (2018) and the State Financial and Fiscal Discipline Act, B.E. 2561 (2018) (the State Financial and Fiscal Discipline Act), respectively. SAO, therefore, has the authority and duty to audit PTTEP’s financial statements. However, SAO requested for cooperation from PTTEP to engage other auditor by referring to section 71 of the State Financial and Fiscal Discipline Act. SAO or other auditor approved by SAO has to audit the financial statements of government agencies. PTTEP, therefore, arranged a tender to select an auditor and appointed the auditors from PricewaterhouseCoopers ABAS Ltd. (PwC) as the independent auditors.
The Audit Committee considered qualifications of the auditors from both the technical side, reviewing their experience and qualifications, and the commercial side. This consideration resulted in the opinion that PwC is a reliable audit firm with a high performance record and a sufficient number of qualified staff. The Audit Committee proposed that the auditors from PwC as listed below be appointed as the independent auditors of PTTEP for the year 2024 to the Board of Directors to propose to shareholders for their approval.
(1) Ms. Amornrat Pearmpoonvatanasuk* Certified Public Accountant Registration No. 4599 or
(2) Mr. Boonrueng Lerdwiseswit Certified Public Accountant Registration No. 6552 or
(3) Mr. Kan Tanthawirat Certified Public Accountant Registration No. 10456
* Remark: Ms. Amornrat Pearmpoonvatanasuk was the auditor responsible for auditing and expressing opinion on PTTEP’s financial statements for the year 2020 - 2023 or 4 years.
Whereby one of the proposed auditors may be appointed to perform the audit and express an opinion with regard to PTTEP’s financial statements with the audit fee for the financial statements for the year 2024 of Baht 6.50 million, which is the same rate as the audit fee for the year 2023.
SAO has approved the proposed auditors from PwC above as auditors of PTTEP’s financial statements for the year 2024. In addition, the proposed auditors have qualifications that comply with the guidelines of the Securities and Exchange Commission (SEC) and they have no relationship or conflict of interest with PTTEP, its subsidiaries, management, major shareholders, or their related parties. Therefore, the proposed auditors are accordingly independent to audit and express their opinion for PTTEP’s financial statements. Furthermore, even though some of PTTEP’s subsidiaries are audited by other auditors, PTTEP’s Board of Directors is responsible for ensuring that the financial statements of those subsidiaries are completed within their schedules.
Additional information :
PTTEP’s and its subsidiaries’ audit fees and non-audit fees are as follows.
Audit fees
In 2023, PTTEP and its subsidiaries had total Audit Fees of Baht 71.66 million. Of this amount, Baht 23.54 million was for the audit firm of PTTEP (PwC) and person or companies related to the auditor and the audit firm.* The remaining amount of Baht 48.12 million was for other firms.
In 2022, PTTEP and its subsidiaries had total Audit Fees of Baht 63.82 million. Of this amount, Baht 22.12 million was for PwC and person or companies related to the auditor and the audit firm.* The remaining amount of Baht 41.70 million was for other firms.
*Remark: In accordance with the definition of SEC
Non-audit fees
In 2023, PTTEP and its subsidiaries had non-audit fees to PwC and person or companies related to the auditor and the audit firm, for a total of Baht 68.88 million. Of this amount, Baht 38.16 million was for consulting services for M&A in the areas of Financial Due Diligence, tax and accounting which were deal-specific or one-off transactions and were totally procured through a bidding process. The remaining amount was for other services, such as tax services and special purpose audit which also mostly procured through a bidding process. The non-audit fees to PwC and person or companies related to the auditor and the audit firm of Baht 68.88 million is approximately 20% comparing to all non-audit fees in 2023 which includes charges from other service companies.
In 2022, PTTEP and its subsidiaries had non-audit fees to PwC and persons or companies related to the auditor and the audit firm for a total of Baht 39.87 million. Of this amount, Baht 19.95 million was for consulting services for M&A in the areas of Financial Due Diligence, tax and accounting which were deal-specific or one-off transactions and were mostly procured through a bidding process. The remaining amount was for other services, such as tax services and special purpose audit which also mostly procured through a bidding process.
Board of Directors’ Opinion :
The Meeting should approve the appointment of Ms. Amornrat Pearmpoonvatanasuk, Certified Public Accountant Registration No. 4599, or Mr. Boonrueng Lerdwiseswit, Certified Public Accountant Registration No. 6552, or Mr. Kan Tanthawirat, Certified Public Accountant Registration No. 10456, auditors from PricewaterhouseCoopers ABAS Ltd., to serve as the auditor of PTTEP for the year 2024 with the audit fee for the financial statements for the year 2024 of Baht 6.50 million as proposed by the Audit Committee. This proposal 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 Public Companies Limited Act, B.E. 2535 (1992) requires the remuneration of the Board of Directors to be determined by the resolution of the Annual General Shareholders’ Meeting. In 2024, the Nominating and Remuneration Committee compared the remuneration of the Board of Directors and sub-committees both with leading companies and within the PTT Group. Additionally, the remuneration considerations include factors and appropriateness according to good corporate governance principles, along with the Company's operating results, the directors' performance, as well as their duties and responsibilities. The Board of Directors concluded that the retainer fee, meeting fee, and director's bonuses are appropriate and comparable to those of companies listed on the Stock Exchange of Thailand (SET 50) and the PTT Group. Therefore, the Nominating and Remuneration Committee considers it appropriate to maintain all items of the remuneration package at the same rate as approved by the 2023 Annual General Shareholders’ Meeting. Details are as follows:
Monthly fee, Meeting fee, Bonus and Other Remuneration
Remuneration(1) | 2024 (Current Proposal) | 2023 |
---|---|---|
1. Board of Directors | ||
1.1 Retainer fee (paid in full month) | Baht/person/month | Baht/person/month |
• Chairman | 50,000 | 50,000 |
• Director | 40,000 | 40,000 |
1.2 Meeting fee (for those in attendance only) | Baht/person/time | Baht/person/time |
• Chairman | 62,500 | 62,500 |
• Director | 50,000 | 50,000 |
2. The Standing Sub-committees in accordance to the Company’s Article of Association | ||
2.1 Meeting fee (for those in attendance only) | Baht/person/time | Baht/person/time |
• The Chairman of the sub-committees | 56,250 | 56,250 |
• Director | 45,000 | 45,000 |
3. Other Remuneration | None | None |
4. Directors’ Bonus(2) | the rate of 0.2 percent of annual net profit with total limit of 60 million Baht |
the rate of 0.2 percent of annual net profit with total limit of 60 million Baht |
Remark: (1) The Chairman of the Board shall receive a 25 percent increase of the fees. (2) Directors’ Bonus : The bonus will be payable to the Board of directors at the rate of 0.2 percent of annual net profit as stated in the Company’s consolidated annual financial statement with total limit of 60 million Baht as previously approved by the shareholders, if the company pays dividend to shareholders and adjust according to each director’s office period. The Chairman of the Board shall receive a 25 percent increase. |
To prevent any special conflict of interest, directors who are shareholders and independent directors holding proxies must abstain from voting on this agenda, unless shareholders clearly specify their votes in Proxy Form B or C.
The Board of Directors’ Opinion :
The Meeting should approve the remuneration package of the Board of Directors and sub-committees for the year 2024 i.e. Retainer fee, Meeting fee and 2023 Bonus of the Board of Directors, at the same rate according to the resolution of the Annual General Shareholders’ Meeting for the Year 2023. The Nominating and Remuneration Committee has duly reviewed this proposal, which has been 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 and who resigned.
Related Information :
The Public Companies Limited Act, B.E. 2535 (1992) and Article 11 of the Company's Articles of Association require one-third of the PTTEP directors who have served the longest, to retire at every annual general meeting when their term of office ends.
At the 2024 Annual General Shareholders’ Meeting, 5 PTTEP directors are due to complete their terms. These directors qualify as independent directors according to PTTEP's criteria for independent directors, listed as follows:
(1) Mr. Krairit Euchukanonchai - Chairman and Chairman of the Independent Directors Committee
(2) Mr. Pitipan Tepartimargorn - Independent Director, Chairman of the Risk Management Committee and Member of the Nominating and Remuneration Committee
(3) Mrs. Angkarat Priebjrivat - Independent Director and Member of the Audit Committee
(4) Mrs. Natjaree Anuntasilpa - Independent Director and Member of the Audit Committee
(5) Admiral Thanarat Ubol* - Independent Director and Chairman of the Corporate Governance and Sustainability Committee
*Note: Admiral Thanarat Ubol resigned from his position as a PTTEP director, effective 1 September 2023. PTTEP has since been seeking a qualified individual to fill this vacancy and is now proposing that this general meeting considers and elects a suitably qualified person to succeed Admiral Thanarat.
In the director nomination process, PTTEP invited shareholders to nominate candidates with suitable qualifications for consideration to be elected as PTTEP directors from 1 September to 30 November 2023. This was announced via the Stock Exchange of Thailand’s news system and on PTTEP's website. However, no shareholder submitted nominations.
The Nominating and Remuneration Committee recruited candidates for directorship by focusing on a skill mix that matches the PTTEP Board's composition, qualifications, skills, experience, expertise, term of office, and proposals from PTT Public Company Limited, the major shareholder, following a thorough vetting process. Having confirmed that these individuals meet all relevant qualifications and are suited to PTTEP's business needs, the Nominating and Remuneration Committee proposes nominating five people as PTTEP directors. These nominations are for consideration and election at the 2024 Annual General Shareholders’ Meeting to replace directors whose terms expire in 2024, including those who have resigned.
(1) Mr. Krairit Euchukanonchai To be elected as director for another term
(2) Mr. Thongthit Chayakula To be elected to replace Mr. Pitipan Tepartimargorn
(3) Mr. Phongsthorn Thavisin To be elected to replace Mrs. Angkarat Priebjrivat
(4) Mrs. Natjaree Anuntasilpa To be elected as director for another term
(5) Admiral Pokkrong Monthatpalin To be elected to replace Admiral Thanarat Ubol
The PTTEP Board of Directors considers the 5 nominated individuals suitable for election as PTTEP directors due to their qualifications and skills aligning with the targeted skill mix and/or other skill areas currently underrepresented on the board. Their expertise spans the energy sector, science and technology, engineering, economics, security, safety, and more, contributing to strategic planning for PTTEP's operations and reinforcing the strength of its petroleum exploration, production, and new business ventures. Electing these individuals as directors will contribute to the continuation and expansion of PTTEP's operations, aligning with its strategic goals for international standing and sustainable growth.
(1) Mr. Krairit Euchukanonchai is to be elected for another term as a PTTEP director due to his comprehensive knowledge, expertise, and experience in the business sector. He is skilled in managing complex, large organisations and possesses a thorough understanding of the energy business, including strategic energy planning. Mr. Euchukanonchai is adept at guiding PTTEP in developing corporate strategies and managing corporate risks effectively, while also embracing opportunities in both the petroleum exploration and production sectors and new business ventures. Additionally, he contributes to generating added value from current projects, ensuring the organisation's sustainable growth.
(2) Mr. Thongthit Chayakula is to be elected as a director to replace Mr. Pitipan Tepartimargorn due to his knowledge and expertise in engineering, innovation, research and development, and the application of technology. He has previously held roles as a director and independent adviser for government agencies, state enterprises, and various large-scale projects. He has demonstrated an understanding and vision for sustainable growth and national prosperity. Currently, he is on the Digital Infrastructure Committee of the National Digital Economy and Society Commission, with insight into leveraging digital technology and communications for organisational development. This expertise will benefit PTTEP in technology advancement and business opportunity creation.
(3) Mr. Phongsthorn Thavisin is to be elected as a director to replace Mrs. Angkarat Priebjrivat due to his extensive knowledge and expertise in petroleum exploration and production, both domestically and internationally. His experience includes managing various projects and serving as the former CEO of PTTEP, where he was a visionary in organisational transformation and led the Company through digital transformation initiatives. This resulted in the successful development of new ventures such as AI and Robotics Ventures Company Limited. He receives recognition from all stakeholders and is experienced in overseeing integrated energy businesses. This will contribute to PTTEP's sustainable growth.
(4) Mrs. Natjaree Anuntasilpa is to be elected for another term as a PTTEP director due to her profound knowledge and expertise in economics and finance. She has significant experience working and managing at a national level, focusing on policy decision-making under high-pressure situations involving limited resources and time. This expertise will contribute to the development of policies to address various emergency scenarios and enable effective coordination with key national agencies to successfully implement PTTEP's strategies. She is currently serves as Secretary-General to the Cabinet.
(5) Admiral Pokkrong Monthatpalin is to be elected as a director to replace Admiral Thanarat Ubol due to his expertise in international cooperation. He previously served as the Assistant Naval Attache in Kuala Lumpur. He is knowledgeable in developing and implementing projects within the Thailand-Malaysia joint development area and possesses strategic communication skills, effectively leading organisations through crises as a former spokesperson for the Thai Maritime Enforcement Command Centre and the Royal Thai Navy. He demonstrates expertise in maritime law and security, which will support PTTEP's maritime-related operations. Currently, he is the Deputy Chief of Defence Forces of the Royal Thai Armed Forces.
The Board of Directors’ Opinion :
The Meeting should approve the election of 5 directors, namely: (1) Mr. Krairit Euchukanonchai (2) Mr. Thongthit Chayakula (3) Mr. Phongsthorn Thavisin (4) Mrs. Natjaree Anuntasilpa, and (5) Admiral Pokkrong Monthatpalin, following the Nominating and Remuneration Committee's proposal, which has been duly considered and vetted. The PTTEP Board of Directors has already approved this recommendation. These 5 candidates who are nominated for independent director meet the qualifications under relevant laws, the criteria for independent directors, and PTTEP's definition of independent directors, as detailed in Attachment 3. Directors with conflicts of interest were not present in the meeting room and did not participate in the voting at the PTTEP Board of Directors meeting.
Agenda Item 7 Other Matters (if any)
Related Information:
In addition to the above agenda items, shareholders holding at least one-third of the total issued shares may, in accordance with the Public Companies Limited Act, B.E. 2535 (1992), request the meeting to consider additional matters not listed in the meeting notice.
The Board of Directors’ Opinion:
The Meeting should not consider additional matters beyond those listed in the notice of invitation. This approach aligns with the 2017 Principles of Good Corporate Governance for Listed Companies and the Annual General Shareholders Meeting Assessment Project, which recommends shareholders to only discuss matters that are included in the notice of invitation. This will ensure fairness for all shareholders.
PTTEP will hold this Annual General Shareholders’ Meeting exclusively electronically, without arranging a physical venue. Shareholders intending to participate directly through electronic media or by appointing a proxy must familiarise themselves with the registration process and the method for attending the 2024 electronic Annual General Shareholders’ Meeting and for proxy appointment as detailed in Attachment 5. The Company will enable the Pre-Register system, submission of application forms, and related documents from 18 March 2024 at 08.30 hrs. until the meeting concludes on 1 April 2024.
The Company recommends shareholders appoint an independent director as their proxy using Proxy Form B if they cannot attend the meeting in person. Shareholders may (1) submit the Proxy Form and accompanying documents in the provided business reply envelope (no postage stamp required), which will be sent along with this notice of invitation, to PTT Exploration and Production Public Company Limited by 25 March 2024 at 17.00 hrs., or (2) appoint an independent director as proxy through the Pre-Register system as detailed in Attachment 5.
Shareholders may submit questions in advance by specifying their question along with their name, surname, telephone number, and email address (if available) via email to CorporateSecretary@pttep.com or by fax to 0-2537-4500. PTTEP will ensure the meeting is efficiently conducted by appropriately limiting the time spent on answering questions to adhere to the meeting schedule. Questions not addressed during the meeting will be answered and later published on the Company's website.
PTTEP organises the meeting in line with the sustainable event concept, focusing on maximising resource utilisation while minimising environmental impact. PTTEP has avoided document printing by presenting the 56-1 One Report 2023 with Sustainability Report Incorporated in QR Code format or digitally on the Company's website.
PTTEP will notify you of any changes to or updates of the 2024 Annual General Shareholders’ Meeting on the Company’s website (https://www.pttep.com).
Yours sincerely,
Montri Rawanchaikul
Montri Rawanchaikul
Chief Executive Officer
For more information, please contact Corporate Secretary Division, PTTEP:
- Ms. Jutamat Choosutthinonchai Tel. 0-2537-5075
- Mrs. Wathit Watanapanee Boribarn Tel. 0-2537-5560
- Ms. Onwichaya Yuchayatat Tel. 0-2537-5517
Proposal of AGM Agenda and Director Nominees in advance
“Agenda” means Agenda of the 2024 Annual General Meeting of Shareholders of PTTEP
“Board” means the Board of Directors of PTTEP
“Director” means Director of PTTEP
3.1 Being shareholder of the Company at the date proposing the Agenda or director nominee (proposal may be made by an individual shareholder or a combination of shareholders) and
3.2 Holding minimum shares of 100,000 shares.
(1) | Proposal must be made by the shareholder(s) possessing qualifications as set out in Item No. 3. |
(2) | The shareholder(s) must fill in “The Proposed Agenda to the 2024 Annual General Meeting of Shareholders Form (Form A)” and submit to the Company the original Form A together with other supporting documents as required by the Company within November 30, 2023 in order to allow adequate time for the Board to consider the proposed agenda. However, the shareholder(s) may unofficially submit Form A through email at corporatesecretary@pttep.com before submitting the original form to the Company. |
(3) | In case shareholders have unified to propose the Agenda, each shareholder must individually fill in Form A and affix their signature as evidence, then consolidate the documents and submit to the Company in one batch. |
4.2 Method for Consideration
(1) | The Board will consider the Agenda proposed by the shareholder(s), which must not possess the following restricted matters; | |
(1.1) | Matters being defined in paragraph 2 under section 89/28 of the Securities and Exchange Act B.E. 2535, as amended [1] | |
(1.2) | Matters that violate the laws, rules, regulations of government agencies or other governing agencies, or that are not in compliance with the Company’s objectives, the Articles of Association, the Shareholders’ resolutions and the Good Corporate Governance and Business Ethics of PTTEP Group. | |
(1.3) | Matters that the Company has already implemented. | |
(1.4) | Matters with inaccurate or insufficient information, matters that do not comply with the criteria set out by the Company, or matters that the Company is unable to contact the proposing shareholder(s) for more information. | |
Unless decided otherwise by the Board. In this respect, the Board's decision is final and conclusive. | ||
(2) | The proposal approved by the Board will be listed as AGM agenda to be considered by the Shareholders’ Meeting together with the Board’s opinion over the matter. | |
(3) | In case the Board does not approve any proposal, the Company will inform the shareholders together with the reason of disapproval through available communication channel of the Stock Exchange of Thailand or any other appropriate channels and will include such matter as an agenda for acknowledgement in the Shareholders’ Meeting. |
[1] | (1) | The proposal does not comply with the rules as specified in the first paragraph of section 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) | Proposal must be made by the shareholder(s) possessing qualifications as set out in Item No. 3. |
(2) | The shareholder(s) must fill in “Form to Nominate Director (Form B)” with attachment of “Resume of Director Nominee” and submit to the Company the original fill-up documents together with supporting document as required by the Company by November 30, 2023 in order to allow adequate time for the Board to consider qualifications of the proposed director nominee prior to proposing the list of director nominee to the State Enterprise Policy Committee for approval. |
However, before submitting the original forms to the Company, the shareholder may unofficially submit Form B together with Resume of Director Nominee through email at corporatesecretary@pttep.com. | |
(3) | In case shareholders have unified to propose director nominee, each shareholder must individually fill in Form B and affix their signature as evidence, then consolidate and submit to the Company in one batch. |
5.2 Method for Consideration
(1) | The Board will consider the proposed director nominee, who must possess the required without having any restricted qualification(s), as follow; | |
(1.1) | Restricted qualifications according to the Public Limited Company Act, the Securities and Exchange Act, the Good Corporate Governance and Business Ethics of PTTEP Group, and relevant Cabinet Resolutions. | |
(1.2) | Age must not over 70 years old (at the end of year 2024) | |
(1.3) | Having the knowledge and skill in areas that are significantly beneficial to the Company. PTTEP specifies the required skill mix as a scope for selection of director which, in 2024, will prioritize on 3 main skills being International Market and Collaborations, Innovation & Technology, and Legal. Nonetheless, the Company may also consider combination of Board skill mix and use other skill mix areas as appropriate. | |
(1.4) | Must not serve more than 3 board positions in listed companies (Including PTTEP in case of being elected). | |
(1.5) | Must not serve more than 3 board positions in state enterprises and/or juristic persons with state enterprise’s shareholding. | |
(2) | The list of persons with appropriate experience and qualifications who do not have restricted qualifications as per (1) will be proposed to the State Enterprise Policy Committee for further consideration and approval in accordance with the Regulations of the Office of the Prime Minister on State Enterprise Policy and Governance Determination B.E. 2014 No. 12. | |
(3) | Name of the director nominee approved by the Board or State Enterprise Policy Committee will be included in the agenda along with the Board’s and the State Enterprise Policy Committee’s opinion (if any). | |
(4) | If the Board or the State Enterprise Policy Committee disapproves the proposed director nominee, the Company will inform the shareholder together with the reason of disapproval through available communication channel of the Stock Exchange of Thailand or any other appropriate channels and will include such matter as an agenda for acknowledgement in the Shareholders’ Meeting. | |