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Association of Investment Management Companies

Association of Investment Management Companies

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Voting guidelines for and practices at shareholders meeting

To promote code of best practices of listed companies on the SET, which would in turn enhance the industrys management transparency and adherence to business ethical standards and practices, in a bid to foster good corporate governance of SET-listed companies so that they will accordingly improve their information disclosure and governance standards, AIMC has worked out the voting guidelines and practices at shareholders meetings for asset management companies to use or refer to in their consideration of issues at shareholders meetings and exercise voting rights thereon on behalf of the funds under their management. Details are as below:


General guidelines for the voting consideration

  • An asset management company should vote FOR the issues that, upon consideration, benefit or are in the interests of the fund as well as the existing shareholders, retail shareholders and the public in overall. These issues include the day to day operations, in order to ensure the listed companys smooth operations.

  • An asset management company should vote AGAINST the issues on which no adequate information has been obtained, or the issues considered not a benefit to or not in the interests of the fund or not related to retail shareholders or the public, especially those associated with the listed companys finance and investment. In voting AGAINST any issue, The asset management company should be careful not to perform in a manner that would influence the overall voting at the meeting.

    Its voting should be in a good manner with questions raised politely for the directors or executives of such company to give answers or explanation as proper, and with no negative impacts ensured on any involved parties at the meeting.

  • An asset management company should ABSTAIN from voting on the issues considered not being in the nature that it should support, such as the issue with conflict of interest, etc.

Specific guidelines for the voting consideration


  • Adoption / Certification of financial statements, operating results and dividend payment.

    The asset management company will vote "AGAINST":

    • In case the auditor gives qualified opinion on the issue that is of material impact on the financial statements.

    • In case the dividend payment, without reasonable grounds, fails to correspond with that companys dividend payment policy.
  • Acquisition or disposal of core assets, purchase or sale or lease of business, merger or acquisition of business, engagement of management party, and business takeovers.

    The asset management company will vote "AGAINST":

    • In case of failure to disclose details pertaining to the acquisition or disposal of core assets, purchase or sale or lease of business, merger or acquisition of business, engagement of management party and business takeovers, such as details on objectives, rationale, pricing, etc.
  • Appointment of directors

    The asset management company will vote "AGAINST":

    • In case the positions of the Chairman and the CEO are aggregated and assumed by the same person, unless there might be adverse impact on the operations and management of such company if both positions are segregated.
    • In case the appointment of independent directors fails to comply with the SEC criteria, e.g. such to-be-appointed director being related to the consultant company serving the company or the top executives, or being related to major customers, or having any other relationship that is apparent to the extent that may cause such independent director to lack independence, etc.
    • In case of the appointment of the director who, under clear evidence, has intently committed offence, or concealment of financial/accounting information.
  • Change of capital structure

    The asset management company will vote "AGAINST":

    • In case there is share buy-back until that the free float is lower than 20%.
  • Appointment and removal of auditor

    The asset management company will vote "AGAINST":

    • In case there is apparent information exhibiting the auditors relationship besides being the auditor, such as being accounting consultant or internal auditor of the listed company, or being the person with whom the listed companys executive has close relationship.
    • In case of the existing auditor, who has monopolized being the auditor for the listed company for over five years, except in case that such existing auditor is the Office of the Auditor General of Thailand or any other agency of the same nature. However, if the existing auditor is to be reappointed, there should be an interval of two fiscal years before the reappointment.
  • Payment of special remuneration to directors

    The asset management company will vote "AGAINST":

    • In case benefits will go to a minority group of people or any particular group without reasonable grounds presented.
    • In case of lack of disclosure of the amount of the special remuneration to be paid.
  • Transaction that may cause conflict of interest between the listed company and the shareholder and person related thereto or connected transaction

    The asset management company will vote "AGAINST":

    • In case of the transaction that will be of personal benefit to a related party or that will cause damage to the listed company.
  • Change of the type of business or business objectives

    The asset management company will vote "AGAINST":

    • In case there is no disclosure of the purpose of the change of the type of business or the business objectives of the listed company.
  • Amendment to the memorandum and/or articles of association

    The asset management company will vote "AGAINST":

    • In case there is no disclosure of the objective of the amendment.
    • In case there is no prior disclosure of the content to be amended or purposed to be amended.
  • Limitation of liability of directors and increase of indemnification for damage

    The asset management company will vote "AGAINST":

    • ln case the listed company proposes the reduction or limitation of liability of directors, or proposes that the directors shall not bear any liability if any damage arises from such directors performance of duties.
  • Employee Stock Option Plan (ESOP)

    The asset management company will vote "AGAINST":

    • In case the offering of securities to directors and/or employees is considered improperly excessive and not a benefit to the fund as a shareholder.
    • In case the ESOP scheme fails to disclose about the dilution effect.
    • In case there is a condition set forth for the change in the exercise price or extension of the maturity of the ESOP after the issuance of options, if considered not a benefit to or in the interests of the fund, except in case of being a result of a normal course of change after some proceeding, such as after the capital increase, etc.
  • Other issues

    The asset management company will either vote "AGAINST" or "abstain from voting":

    • Other issues that fail to be notified in advance.

Any other issues that are not mentioned in the guidelines shall be considered at the discretion of each management company.


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