SET requires NMG to follow the principles of good corporate governance and hurriedly processes
to appoint the audit committee member(s) in compliance with SET’s regulations accordingly.
SET requires NMG to follow the principles of good corporate governance. The consideration of the
chairman to exercise power and discretion in shareholder meeting should be considered the effect
to the shareholders’ rights, particularly the right to vote in the meeting which is the basic
shareholders’ rights. As such, SET requires that NMG to hurriedly process to appoint the audit
committee member(s) in compliance with SET’s regulations accordingly.
As Nation Multimedia Group Public Company limited (NMG) held the 2015 shareholders’
Annual General Meeting (AGM) on April 29, 2015.There was the information that the chairman of
shareholder meeting did not allow some shareholders to attend that AGM. As a result, the mentioned
shareholders could neither participate nor exercise their rights to vote in that meeting, as are the basic
shareholder rights. SET therefore requires NMG to clarify the facts and reasons related to the mentioned
matter. After that, NMG clarified that the chairman of shareholder meeting complied with the virtue of
sections 104 and 105 of the Public Limited Companies Act B.E. 2535 (1992) including the amended
clauses, and sections 34 and 35 of NMG’s Articles of Association. The chairman of shareholder meeting
did not allow a group of shareholders to attend the AGM in spite of the fact that the group of
shareholders was recorded in the company’s shareholder registration book as specified by the Board
of Directors determined. However, in the law mentioned, there did not appear any clause that
provides the AGM chairman the rights to block the attendance of shareholders. As a result, SET
requires NMG to additionally clarify for the second time that which law or regulation to not allow
shareholders to attend an AGM meeting were referred to?, as well as clarifying whether there have
been any discussion with relevant authorities and required NMG to clarify within 11 May 2015 but NMG
has postponed its clarification to 20 May 2015. (Detail as shown in NMG news on 6 and 11 May 2015)
Then on 20 May 2015, NMG clarified in conclusion that there are no express clauses that
provide the AGM chairman the rights to not allow the shareholders to attend the meeting in the cited
virtue of sections 104 and 105 of the Public Limited Companies Act B.E. 2535 (1992) including the
amended clauses, and sections 34 and 35 of NMG’s Articles of Association. But in this regard, the action
whereby the chairman did not allow the new group of shareholders to attend the 2015 AGM is within the
capability of the chairman under the cited regulations. Prior to the above action, the chairman has neither
consulted with the relevant supervisory authorities, nor discussed this matter in the Board Of Directors’
meeting.
Furthermore, the reason that the chairman did not allow the new group of shareholders to
attend the AGM is not due to the consideration and decision of the chairman whether or not the new group
of shareholders illegally acquired the company’s shares. The shares acquisition of the new group of
shareholders will be subject to the authority of the relevant regulators. Nevertheless, the refusal to allow
the new group of shareholders to attend the meeting is an exercise of the power of the chairman subject
to the cited regulations, as there were reasonable suspicions in the news in media reports.
(Detail as shown in NMG news on 20 May 2015)
SET requests the shareholders and investors to consider the NMG’s clarification carefully
for making investing decisions. In addition, SET would like to inform the followings:
1. As NMG is a listed company consisting of a large number of shareholders, NMG
should comply with the Principles of Good Corporate Governance which stated that the listed
company, committees and management parties should equitably recognize to the shareholders’
benefits. The consideration of the chairman to exercise power and discretion in shareholder meeting
should be carefully managed. Particularly, if mentioned discretion is affected to the shareholders’ right
and equitable action to the shareholders, including the right to attend the meeting in order to vote which
is the basic shareholders’ rights. Therefore, SET requires NMG, committees and management parties to
strictly follow to the principles of good corporate governance, enabling sustainable growth in
management and enhancing the confidence among the shareholders and investors.
2. During the shareholders’ Annual General Meeting on April 29, 2015, the chairman
informed the meeting not to consider the agenda on the appointment of directors in replace of those
who were retiring by rotation. Consequently, NMG currently has only six committee members which
may affect the company’s internal management. Furthermore, NMG currently has two audit committee
members, which is not in compliance with SET’s requirement to have at least three audit committee
members in order to accurately and adequately review the company’s financial reporting, effectively
review the company’s internal control and internal audit in compliance with the related laws, as well as
recruiting and recommending an independent person as the company’s auditor. SET therefore
requires NMG’s to hurriedly process to appoint the audit committee member(s) in compliance with
SET’s regulations accordingly.
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