SET AGM Date, Dividend payment
26 กุมภาพันธ์ 2547
TP-MT/021/47 (FC002/47)
February 25th, 2004.
Subject: Summary Report of Board of Directors' Meeting, no.1/2004
Attention: Managing Director, SET
As Thantawan Industry Public Co.,Ltd. (THIP) had held the Board of
Directors' meeting, no.1/2004 on Wednesday, February 25th, 2004 at 10.00
p.m. at room M, Floor 36,Suntowers B. Bldg. 123 Viphavadee-rangsit Road,
Lardyao,Jatujak,Bangkok 10900, there were essential minutes as following :
1.Approved minutes of Board of Directors' meeting, no. 10/2003
2.Approved the company's performance in 2003.
The Board of Directors approved last year's performance and forward
the matter for further consideration and approval by shareholders.
3.Approved the balance sheet and the profit and loss statement as of
December 31, 2003. and forward the matter for further consideration and
approval by shareholders.
4.Allocated net profit and approved dividend payment at the rate of
Bt. 0.75 (seventy five satang) per share which proposed to be paid on
Friday, May 28, 2004 and forward the matter for further consideration
and approval by shareholders.
5.Approved the date of convening for general shareholders' meeting,
no.1/2004 on Monday, April 26, 2004 at 10.00 am. at Suntowers B-11st Fl.,
123 Viphavadee-rangsit Road, Lardyao, Jatujak, Bangkok. The agenda for
the meeting are as follows :
1) Consideration of minutes of general shareholders' meeting,
no. 1/2003
2) Consideration of company's performance in 2003.
3) Consideration of balance sheet and the profit and loss statement
for year ended Dec.31, 2003.
4) Consideration of dividend payment for the year 2003.
5) Consideration of the appointment of company's directors whom
their terms expired.
6) Consideration of the appointment of new company's directors
replacing the resigned director.
7) Consideration of appointing the auditor and fee for the year 2004.
8) Consideration of credit line to related or unrelated transaction.
9) Consideration of additional company rule
10) Other matters ( if any )
6. Approved the closing date of share registration book to ascertain
the rights of shareholders entitled in attending the general
shareholders' meeting, no.1/2004 and the closing date of share
registration book for dividend payment starting from Thursday,
April 8, 2004 at 12.00 am. onward until the closing time of the general
shareholders' meeting.
7.Approved the appointment of four company's directors whose terms
expired in 2004 as following to retain the same position in next
serving term:
1. Dr.Phietoon Trivijitkasem Director
2. Mr. Huang Kuan-Chiun Director
3. Mr. Pasit Assamongkol Director
4. Mr.Wiboon Ratanakijkamol Director
Board of director acknowledge the term expired of 4 directors
and approved re-appointment of the directors, Those 4 directors do not
vote in these meeting and will submit this matter to Shareholder
meeting for approval.
8.Postpone the election of new director in place of resigned director
and forward the matter for further consideration and approval by
shareholders.
9.The Board of Directors would like to compare the cost of audit of
with Thammaniti Auditing co.,ltd. and will make a decision in the next
meeting
11.Approved the amendment of the company article of association
The Board of Directors agreed to amend an article of association as follow:
"incase the company or subsidiary company agreed for a transaction which
relate to each other as the announcement of SET defining the transaction
of public company, the company must follow the rule as an announcement on
each transaction" and submit the report to the shareholder meeting to
consider and approve.
12.Approved the good corporate governance policy The Board of Directors
had recognized the importance of good corporate governance policy, thereby
formulated the policy in following essences:
1. Fair and equal treatment to shareholders and stakeholders.
2. The Board's commitment in creating added value of the enterprise
in long-term, and undertaking business management with carefulness,
accountability, competency, and optimal efficiency for the highest
shareholders' value.
3. Operating based on principles of transparency, auditability, and
full disclosure of information to all stakeholders and relevant
parties.
4. Managing the business with constant awareness of risk factors by
applying suitable risk management and control system
5. Preparing and putting into action the guidelines of business ethics
practices governing proper actions of directors, management, and
employees of the company in dealing with the company.
13.Audit Committee evaluated the quality of internal control of 5 areas ;
Organization and Environment, Risk management, Operation control,
Information system and communication, and Work follow-up system including
business transaction with major shareholder Board of director Management
or related person were adequate appropriate.
14.Other matters :
Please be informed accordingly.
Very truly yours,
(Mr. Huang Kuan-Chiun)( Dr.Phietoon Trivijitkasem)
Authorized Director