Shareholder activists take centre stage

Shareholder activists take centre stage

TIA urges greater scrutiny of listed firms

PTT Plc shareholders register for the April 2013 AGM, collecting free petrol coupons from the national oil and gas conglomerate. Investors are being urged to protect their rights by participating more actively in these meetings. SOMCHAI POOMLARD
PTT Plc shareholders register for the April 2013 AGM, collecting free petrol coupons from the national oil and gas conglomerate. Investors are being urged to protect their rights by participating more actively in these meetings. SOMCHAI POOMLARD

The Thai Investors Association (TIA) and its rights protection volunteers plan to encourage small investors to join forces in dissenting against three major areas at annual general shareholders' meetings (AGMs).

Chairman Mongkol Leelatham said each area involved possible irregular activity by listed companies.

The initiative comes from the fact that most TIA members are retail investors whose rights would normally be fairly insignificant. Thus, they must collaborate to have a greater voice against the more dominant powers among the company's management and major shareholders.

"AGMs are the only chance that retail investors have all year to voice their concerns and make themselves heard, to make an impact, to protect their rights," Mr Mongkol said.

"They should not allow the major shareholders or management to control everything."

The TIA, supported by the Stock Exchange of Thailand, yesterday agreed with its more than 300 rights protection volunteers who will attend the AGMs of 584 listed companies. They will exercise dissenting votes in three crucial areas.

"We hope to have more volunteers to cover them all, as sometimes almost 100 companies meet on the same day," Mr Mongkol said.

The first area for dissent is any agenda items proposed at an AGM without shareholders being informed beforehand. This sort of practice would give an edge to management or major shareholders since they would have been informed already.

The second area is voting out independent directors who have already served three consecutive terms or nine years in a row. This would help to ensure the quality of independent directors, who should help to protect shareholders' rights.

The last area of concern regards auditors noting irregularities in company's financial statements.

TIA volunteers will also focus on management's discussions and analyses of mergers and acquisitions, as these will require clarification on benefits to retail investors and stakeholders from the transactions as well as the effect on them.

The TIA will join with the Collective Action Coalition to support anti-corruption projects and follow CAC guidelines in improving the corporate governance of listed companies.

Mr Mongkol said capital increases by listed companies had become a major issue for investors over the past two years.

Last year, 66 companies asked for approval at AGMs for combined capital increases of 128 billion baht.

"We expect to see a similar trend at AGMs this year," Mr Mongkol said.

"Capital increases are one of the more important issues. If a company fails to mention this in advance, we'll exercise a dissenting vote."

The volunteers will also pay attention to management's capability in improving a company's competitiveness.

A source said about 30 listed companies needed scrutiny.

Their AGMs must be attended due to blatantly unusual activity such as lengthy periods of losses, too-frequent capital increases, inappropriate private-placement share prices or repeated par value splits.

Vorapol Socatiyanurak, secretary-general of the Securities and Exchange Commission, said listed firms were required by law to hold an AGM within 120 days of the closure of the annual balance sheet.

About 90% of listed firms close their financial statements on Dec 31 each year, he said.

The AGM evaluation scores for listed firms have continuously approved in the 10 years that they have been conducted, Mr Vorapol added.

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