1.4 Handling of Conflicts of Interest at Meetings • During the shareholders’ meeting, if any director has vested interest in a particular agenda item, he or she must inform the meeting of a potential conflict of interest and leave the meeting. Consequently, the director in question cannot vote on the said agenda item. 1.5 Post-AGM Procedures and Disclosure of Shareholders’ Meeting Resolutions • The quality of meeting minutes is of utmost importance to IRPC. The company requires that minutes be thoroughly recorded in full detail, covering names of directors and executive officers attending, matters discussed in each agenda item, voting process, vote-display method, questions from shareholders, and answers provided by the company’s directors or executives, along with AGM resolutions and voting results, complete with breakdown of number of votes Agree, Disagree, or Abstain on each agenda item. All these procedures must be in line with the company’s Good Corporate Governance Principles and the law. • As soon as the meeting concluded, IRPC published the AGM 2021 resolution of each agenda item in Thai and English on its website and via the SET Portal on the same day (March 31, 2021). Copies of the minutes of AGM 2021 were completed within 14 days (on April 12, 2021) after the meeting and were published in the Shareholders Journal No. 34/2021 and delivered to all shareholders by post. Any shareholders who seek to amend or dispute the minutes content, if any, were given until June 30, 2021 to notify the company’s secretary to take corrective actions. Shareholders with no objections would otherwise be considered as certifying the minutes of the AGM. 2. Equitable Treatment of Shareholders IRPC upholds the fundamental rights of all shareholders, be they major shareholders, minority shareholders institutional investors or foreign shareholders, and ensure fair, equitable and non-discriminatory treatment with equal treatment, fairness, and non-discriminatory treatment in the following matters: 2.1 The Right to Vote • IRPC only issues one class of shares. The one-shareone-vote rule applies. 2.2 Proposing Additional Meeting Agenda Items and Nominating Directors • IRPC encouraged minority shareholders or minority shareholder groups with a combined shareholding of not less than four per cent of issued shares to propose additional items for the shareholders’ meeting’s agenda and to nominate candidates for the position of director at the AGM 2021. The minority shareholders could submit their candidates between September 3, 2020 and January 31, 2021 under the criteria and procedures published on the company’s website. All shareholders were also informed through the SET’s Portal. 2.3 Facilitating Shareholders at the Meeting For the AGM 2021, IRPC took steps to provide convenience to all shareholders, from selecting a spacious venue to comfortably accommodate shareholders attending, with easy access to public transport. Welcoming staff were on hand to facilitate shareholders, including the seniors and wheelchair users. Arrangement was made for a reserved meeting hall, complete with video conference system that was linked up to the main meeting hall. Security was in place along with contingency plan for in case of emergency. Foreign shareholders followed the AGM proceedings with the aid of interpreters. 2.4 Appointment of Proxy • In the event that shareholders were unable to attend the AGM in person, they could appoint a proxy to exercise all the rights of shareholders, including voting on their behalf, using Proxy Form A or B enclosed with the invitation letter. To facilitate the process further, the IRPC 204 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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