Understand the importance of a Shareholders’ Meeting Invitation, a key document for registered companies. Learn when it should be issued, how to prepare it, and see a complete agenda example.
Types of Shareholders’ Meetings
Shareholders’ meetings play a vital role in corporate governance, providing an opportunity for shareholders to participate in major company decisions.
Under Thai law, there are two types of shareholders’ meetings, each serving a distinct purpose:
- Annual General Meeting (AGM): A mandatory yearly meeting held within four months after the fiscal year ends. This meeting covers legally required matters, such as approving financial statements, declaring dividends, and appointing directors.
- Extraordinary General Meeting (EGM): A special meeting convened when urgent approvals are needed outside the annual meeting schedule, such as capital increases, mergers, or other significant corporate actions.
When Should a Shareholders’ Meeting Invitation Be Sent?
The timeline for sending invitations varies depending on the meeting agenda. Registered companies must strictly follow regulations to allow shareholders sufficient time to review materials before making decisions. Additionally, companies must ensure all shareholder groups have access to the information through multiple channels. The standard timeline is as follows:
- General Agenda: Send at least 7 days before the meeting.
- Significant Matters: Send at least 14 days in advance for:
• Related-party transactions
• Asset acquisitions/disposals
• Delisting of securities
• Private placement share issuance
Additionally, companies must:
- Prepare an English version for foreign shareholders.
- Publish the invitation on their website in both Thai and English.
- Notify the Stock Exchange (SET) via SETLink at least 28 days in advance.
What Should Be Included in the Meeting Agenda?
The Annual General Meeting (AGM) agenda should typically include:
- Approval of the previous shareholders’ meeting minutes
- Acknowledgment of the company’s performance report
- Approval of the annual financial statements
- Approval of profit allocation and dividend distribution
- Election of directors replacing those whose terms have expired
- Determination of directors’ remuneration
- Appointment of auditors and approval of audit fees
- Other matters (if any)
Sample Meeting Agenda
What Documents Should Accompany the Meeting Invitation?
- Three Types of Proxy Forms:
- Form A: General proxy authorization
- Form B: Proxy authorization with specific voting instructions
- Form C: For custodian services
- Supporting Documents for Agenda Items, such as:
- Profiles of proposed directors
- Auditor details
- Guidelines for director compensation
How Should Meeting Records Be Stored?
Shareholders' meeting records are legally binding and must be safely stored as they may be required for future reference.
Retention Period for Meeting Records
Keeping shareholders' meeting records is not just about fulfilling legal obligations—it is essential for corporate credibility and transparency. Different documents have specific retention periods:
- Shareholders' meeting minutes: Must be submitted to the Stock Exchange within 14 days after the meeting.
- All supporting documents: Should be kept for at least 5 years.
- In cases of disputes or audits: Records may need to be stored for a longer period, as necessary.
Why Proper Record-Keeping Matters
Maintaining accurate and complete shareholders' meeting records is critical for business operations. These documents serve as:
- Legal Evidence:
• Verifies company decisions.
• Ensures transparent corporate governance.
• Prevents future legal disputes. - Business References:
• Provides historical data for decision-making.
• Supports contract negotiations and financial planning. - Corporate Governance Assurance:
• Builds investor confidence.
• Protects shareholder rights.
• Demonstrates the company’s commitment to ethical management.
- Legal Evidence:
Conclusion
A well-managed shareholders’ meeting starts with a clear, legally compliant invitation sent within the required timeframe. Conducting the meeting transparently while ensuring all shareholders’ rights are respected is essential for maintaining good governance.
Additionally, proper record-keeping is crucial—not just as legal evidence but also as a reflection of corporate integrity. A company that values meticulous documentation earns trust from investors and stakeholders, contributing to long-term business success.
By prioritizing every aspect of shareholder meetings, companies can strengthen their governance framework and ensure sustainable growth in the corporate sector.
Related Search Terms
- Meeting Agenda Preparation
- Sample Meeting Agenda
- Shareholders’ Meeting
- Shareholders’ Meeting Invitation
- Shareholders’ Meeting Minutes
