Corporate governance (CG) among listed firms has shown impressive improvement, but their commitment to battling graft and showing corporate social responsibility has seen no noticeable advancement, says the Thai Investors Association (TIA).
A TIA survey of annual shareholders' meetings of listed companies in April showed the CG scores of these listed companies had increased farom last year.
Chairman Mongkol Leelatham said the survey focused mainly on the quality, efficiency and responsibility of listed companies when they held annual general meetings (AGMs).
The results are compared with the previous year to see what improvements have been made.
The latest survey featured 528 listed companies.
The CG scores found marks had improved to 91.35% on average compared with last year's figure of 91.04%.
Even though scores edged up by only 0.31% from last year, the percentage of companies earning full marks increased to 36% from 32% last year.
Mr Mongkol said this year it found that the intense activities by listed companies could affect investors' benefits, so further attention to AGMs should be paid by investors.
For instance, 60 firms sought approval from shareholders at their AGMs for capital increases worth a combined 130 billion baht comprising rights offerings at 32%, private placements at 32%, stock dividends at 30% and others the rest.
"If investors don't attend the AGM, they will lose the chance to make a decision on whether they will continue to invest in that company or sell their shares. If they do nothing, they'll get a share dilution effect," Mr Mongkol said.
"Investors should play an active role as shareholders by exercising their rights at the AGM and participating in the company's policies proposed by management or major shareholders."
This year, about 40 retail shareholders complained that SCB Life Assurance's tender offer by Siam Commercial Bank was lower than market value, so they asked the company to appoint auditors to help set a fair price.
This case was also referred to the Securities and Exchange Commission to investigate whether the financial adviser for the deal faced a conflict of interest.
"We support minor investors in fighting those unfair agendas that are mostly pitched by major shareholders or company management. They should get a fair share despite holding only small stakes," Mr Mongkol said.
In a case involving Noble Development, retail investors are about to seek compensation from the company through the Civil Court after being affected by the share dilution effect when a group of major shareholders with a 44% stake in Noble sold their shares at far below market prices through private placements.
Institutional investors have also sued Noble for blocking their rights in voting against the agenda at the AGM in late April.
The survey also found scepticism over unusual activities at some AGMs such as when some meetings finished in only 15 minutes but other meetings lasted as long as nine hours.
The TIA this year plans to meet some listed firms to discuss with independent auditing committees about the companies' policies and directions.
Thai Airways International is among those companies to record poor results compared with others in the same industry. The survey found numerous unusual events including the removal of five executives by a board meeting.
Next year, the TIA will cooperate with institutional investors such as mutual fund companies and the Government Pension Fund to be more active in taking action at AGMs to protect minor shareholders.
"One important problem facing retail investors is they find it harder to access the company's information. Disclosure of information and transparency rules for listed firms should be more strictly enforced," said Mr Mongkol.