News Detail
Date/Time
12 Apr 2021 17:05:00
Headline
Shareholders meeting's resolution
Symbol
CIMBT
Source
CIMBT
Full Detailed News
Shareholders meeting's resolution
Subject : Shareholders meeting's resolution
Shareholder's meeting date : 12-Apr-2021
Meeting's resolution : Accordingly approved with board's
resolution
Remark :
Ref. CIMBT. OFP. 045/2021
12 April 2021
Subject: Notification of the resolutions passed at the 2021 Annual General
Meeting of Shareholders No. 27
To: The President
The Stock Exchange of Thailand
Enclosure: Form to Report on Names of Members and Scope of Work of the Audit
Committee (F24-1)
Reference is made to the 2021 Annual General Meeting of Shareholders No. 27 of
CIMB Thai Bank Public Company Limited ("the Bank") held on Monday, 12 April
2021, at 10.00 a.m. at the Ballroom of Anantara Siam Bangkok Hotel, 155 Rajdamri
Road, Lumpini Sub-district, Pathumwan District, Bangkok. We would like to
inform the resolutions passed at the said meeting as follows:
1. Acknowledged the Bank's operating results for the year 2020.
Remark: This agenda Item had been proposed for acknowledgement; therefore, vote
casting was not required.
2. Resolved by majority votes of the shareholders attending the meeting and
casting their votes to approve the statement of financial position and the
statement of comprehensive income for the fiscal year ended 31 December 2020,
with details as follows:
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,837,402,876 100.0000
Disapproved 0 0.0000
Abstained 0 -
Invalid ballots 0 0.0000
3. Resolved by majority votes of the shareholders attending the meeting and
casting their votes to approve the appropriation of profit for the year 2020 to
the statutory reserve in the amount of THB 111,300,000 and the remaining net
profit after appropriation to be carried forward in the amount of THB
2,102,975,939.27 as retained earnings and dividend payment for the operating
results of 2020 at the rate of THB 0.005 per share. The Bank will specify the
names of the shareholders who have the right to receive the dividend payment on
Thursday, 22 April 2021 (Record Date), and the dividend payment shall be made on
Friday, 7 May 2021, with details as follows:
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,837,474,560 99.9999
Disapproved 1,200 0.0000
Abstained 0 -
Invalid ballots 0 0.0000
4. Resolved by majority votes of the shareholders attending the meeting and
casting their votes to approve the re-election of the four members of the Board
of Directors, i.e. Dato' Robert Cheim Dau Meng, Mrs. Oranuch Apisaksirikul, Mr.
Chanmanu Sumawong and Encik Omar Siddiq Bin Amin Noer Rashid, who are due to
retire by rotation, as the Bank's directors for another term, with details as
follows:
4.1 Dato' Robert Cheim Dau Meng Director
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,837,474,451 99.9999
Disapproved 1,410 0.0000
Abstained 0 -
Invalid ballots 0 0.0000
4.2 Mrs. Oranuch Apisaksirikul Independent Director / Chairperson of Audit
Committee
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,837,475,861 100.0000
Disapproved 0 0.0000
Abstained 0 -
Invalid ballots 0 0.0000
4.3 Mr. Chanmanu Sumawong Independent Director / Member of Audit Committee
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,836,936,261 99.9984
Disapproved 539,600 0.0015
Abstained 0 -
Invalid ballots 0 0.0000
4.4 Encik Omar Siddiq Bin Amin Noer Rashid Director
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,837,474,451 99.9999
Disapproved 1,410 0.0000
Abstained 0 -
Invalid ballots 0 0.0000
5. Resolved by not less than two-thirds of the total number of the votes of the
shareholders attending the meeting to ratify the postponement of effective date
of the new rates of directors' remuneration approved by the AGM No. 26 from 1
January 2021 to 1 July 2021, which was previously approved by the Board as
recommended by the Nomination, Remuneration and Corporate Governance Committee,
and to approve maintaining the remuneration rates for the members of the Board
and Board Committees for the year 2021 as approved by the AGM No. 26, as
tabulated below:
5.1 Remuneration for Board members:
THB/person
Position 2021
Monthly Allowance (Chairman's Allowance) Meeting Allowance
(Monthly) Attendance Allowance
- Chairman 140,000 50,000 50,000
- Director Nil 50,000 50,000
Remarks:
1. Directors are responsible for paying their own income tax.
2. Attendance allowance will be paid once regardless of meeting frequency per
month.
5.2 Remuneration for Board Committee members:
THB/person
Position 2021
Monthly Allowance (Chairman's Allowance) Meeting Allowance
(Monthly) Attendance Allowance
(Per Time)
1. Audit Committee
- Chairperson 50,000 Nil 50,000
- Committee member Nil Nil 50,000
2. Other Committees (i.e. Nomination, Remuneration and Corporate Governance
Committee; and Board Risk and Compliance Committee)
- Chairman 50,000 Nil 50,000
- Committee member Nil Nil 50,000
Remarks:
1. Director are responsible for paying their own income tax.
2. Attendance allowance will be paid on a per meeting basis.
Voting result was as follows:
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting
Approved 33,836,379,860 99.9967
Disapproved 210 0.0000
Abstained 1,095,815 0.0032
Invalid ballots 0 0.0000
6. Resolved by majority votes of the shareholders attending the meeting and
casting their votes to appoint PricewaterhouseCoopers ABAS Ltd., represented by
Mr. Boonlert Kamolchanokkul (CPA License No. 5339) and/or Ms. Sinsiri
Thangsombat (CPA License No. 7352) and/or Mr. Paiboon Tunkoon (CPA License No.
4298), as CIMB Thai Group's auditor for the year 2021, and to determine the
audit fees for 2021 of THB 12,039,000 for the Bank, as well as to acknowledge
the audit fee of THB 2,860,000 for CIMB Thai - Vientiane Branch and the
subsidiaries of the Bank, making up the total audit fees of CIMB Thai Group of
THB 14,899,000 for the year 2021, with details as follows:
Resolution
Number of votes (1 share = 1 vote) Percentage of total
number of votes of the shareholders attending the meeting and casting their
votes
Approved 33,837,474,685 99.9999
Disapproved 1,200 0.0000
Abstained 0 -
Invalid ballots 0 0.0000
Please be informed accordingly.
Sincerely yours,
- Patima Jumpasut -
(Patima Jumpasut, Mrs.)
Company Secretary
Company Secretary Unit
Office of the President
Tel. + 662 638 8287
F24-1
Report Form of Names of Members and Scope of Work of the Audit Committee
CIMB Thai Bank Plc.'s Annual General Meeting of Shareholders no. 27, held on 12
April 2021, passed the resolution as follows:
? Appointment of / Renewal for the term of:
? Chairperson of the Audit Committee ? Member of the Audit Committee
Namely:
(1) Mrs. Oranuch Apisaksirikul
(2) Mr. Chanmanu Sumawong
.
The above appointment / renewal for the term shall take effect from
? Determination of / Change in the scope of duties and responsibilities of the
Audit Committee with the following details:
The Audit Committee is consisted of:
1. Chairperson of the Audit Committee Mrs. Oranuch Apisaksirikul Remaining term
in office: 3 Years
2. Member of the Audit Committee Mr. Chanmanu Sumawong Remaining term in
office: 3 Years
3. Member of the Audit Committee Mr. Rom Hiranpruk Remaining term in office:
1 year
4. Member of the Audit Committee Mr. Niti Jungnitnirundr Remaining term
in office: 1 year
Secretary of the Audit committee Ms. Siriporn Sanunpairaue
Enclosed hereto are certificates of profiles of - members of the Audit
Committee. The Audit Committee members in 1. - 4. have adequate expertise and
experience to review creditability of the financial statements.
The Audit Committee ("AC") of the company has the scope of duties and
responsibilities to the Board of Director on the following matters:
1. Assist the Board of Directors in reviewing the effectiveness of internal
controls, risk management processes, accounting, reporting practices and
corporate governance taking into account the requirements of relevant Bank of
Thailand ("BOT") guidelines, the listing requirements of the Securities and
Exchange Commission ("SEC") and the Stock Exchange of Thailand ("SET"), Bank of
Lao ("BOL") guidelines and other relevant guidelines issued by the regulators.
2. Consider and approve the appointment, transfer, remuneration, performance
evaluation and dismissal of Head of Corporate Assurance.
3. Review the effectiveness of Corporate Assurance Function's
performance.
4. Consider and review the qualifications, independence, effectiveness and
remuneration of external auditor, and recommend the appointment, termination and
audit fee to the Board of Directors and shareholders.
5. Review the significant findings of investigations, audits, internal controls
and compliance issues identified by internal auditors, external auditors and
regulators to ensure that remedial actions are taken by management appropriately
and timely.
6. Review the correctness and adequacy of financial reports for submission to
the Board of CIMB Thai Group, the Bank of Thailand, the Stock Exchange of
Thailand and other regulators in relation to the Bank's business.
7. Review every related party transaction or transaction with potential conflict
of interest submitted by management prior to submission for the Board of
Directors' approval.
8. Report to the Board of Directors any corrective action or improvement should
the Audit Committee has concerns over conflict of interest activities, fraud,
non-compliant acts with material standard operating procedures, significant
internal control weakness, or violation against the laws and regulations in
relation to the Bank's business.
9. Report all activities of the Audit Committee in the Bank' s annual report,
which contains required information as stipulated in the SET regulations and
must be signed by the Audit Committee Chairperson.
10. Approve Corporate Assurance Charter and concur with Corporate
Assurance Policy prior to submission for Board of Directors' approval.
11. Perform any other assignments delegated to it by the Board of Directors in
line with the Audit Committee Charter.
The company hereby certifies that
1. The qualifications of the aforementioned members meet all the requirements of
the SET, and
2. The scope of duties and responsibilities of the Audit Committee as stated
above meet all the requirements of the SET.
Signed - Omar Siddiq Bin Amin Noer Rashid - Director
(Encik Omar Siddiq Bin Amin Noer Rashid)
Signed - Paul Wong Chee Kin - Director
(Mr. Paul Wong Chee Kin)
______________________________________________________________________
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