1.   The company has assigned Thailand Securities Depository to act as company’s securities registrar in order to facilitate shareholders to proceed with securities registration of company
2.    In the formulation of Shareholders Meeting, the company will not schedule meeting on public holidays and commercial bank holidays by specifying as appropriate time 08.30 – 5.00 pm as located in Bangkok

     Year 2020, total shareholders’ meeting equal to 1 time as 2020 Annual General Meeting of Shareholders held on Tuesday, April 30, 2020 Vimarnthip Room, 5th Floor, Montien Riverside Hotel, No.372, Rama 3 Road, Bangklo, Bangkoleam, Bangkok 10120 stared at 2.00 pm. The company has a policy to promote and facilitate shareholders which includes any investors to attend the meeting in which company selects a meeting venue that has a public transportation for convenience shareholders to attend the meeting because closed to Rama 3 Road as in accordance to policy and criteria for treating shareholders

There is no Extraordinary Meeting held in year 2020

3.     The company has play importance roles in every issue as defined law and may have an impact on the company’s business direction by specify clear agendas to certify, acknowledge, consider thus each agenda in invitation letter included objective, reasons and comments from Board of Directors clearly defined along with supporting documents for consideration by the shareholders thus agenda in shareholders meeting as importance are as follows:

-     Agenda related to directors: has separate RE : appointment of directors and compensation for directors

-     Appointment of Director  : companies allow shareholders to elect directors to the right people. The basic information of the person  who is nominated for the election of directors together with specify the position in other companies If a company is defined by the operator which has the same nature and in competition with the business of the company. Number of participant the Board of Directors meetings by consideration from Boards which are suitable for a wide range of professional qualifications, experience and expertise with a moral vision, an unblemished track record, independently including performance as directors in the past. The Company shall appoint a Nominating Committee

-     Remuneration for Directors :  Remuneration Committee has considered on amount of compensation and allocated by consideration of time attended the meeting as refine details of appropriate reasons and compare with same kind of reference from industry and economic conditions in accordance with policies and criteria for determining the remuneration. By this, company has proposed remuneration to shareholders meeting for approval annually which can be divided into compensation as money is the meeting allowances and no pay for other benefits  and disclose remuneration individually in annual report as title of “Shareholding Structure and Management No.2 Management Structure as sub title of Remuneration of Directors and Executives” and Form 56-1 title of “8.4 Remuneration for Directors and Executives”

-     To appoint company’s auditor and Auditor fees: Details on the name of Auditor Company, independence Relationship with the company, number of years served, compares the remuneration of the auditor during the current year by passed and other fee of services from accounting office as auditor belong to both company and subsidiaries. By this, it passed consideration from company’s Audit Committee which has disclosed in the annual report in the title of “Remuneration fee of Auditor” and Form 56-1 No. “9.6 Remuneration fee of Auditor”

-     Allocated of Profit and Dividend Payment: The detail of this has shown in allocation of profit, Dividend Payment under The Company’s dividend policy and comparison of dividend payment during the year together with schedule record date and close registration book for shareholders to be allocated for dividend payment

4. In every shareholders meeting, company has sent invitation letter to shareholders meeting together with related documents and comments from Board of Directors in each agenda. In addition, company has disclose invitation letter and related documents both Thai and English version in advance for shareholders to have more time to consider on the website http://www.cenplc.com

5. The company has set Annual General Meeting of Shareholders 1 time per year at reasonable place within 4 months (120 days) from end of fiscal year: The company has sent notice of meeting together with related documents with sufficient complete details as shown background details and comment from Board of Directors each agenda in both Thai and English version as well as practice in accordance to AGM Checklist by following details:

- Date, Time and Place held Shareholder meeting

- Minute of last shareholder meeting

- Annual Report together with Financial Statement

- Agendas; each agenda propose to shareholder for consideration such as To consider, To approve, To consider the election, To appoint

- The appointment of directors It consists of information of persons nominated to be directors in place of those who are due to retire by rotation such as age, educational background, training course, work experiences at the present and passed, Number of listed companies and general companies that hold position of directors, job expertise, illegal record in 5 year, transaction history that may cause conflicts in the past year, information for consideration of election of indepen

- Agenda for consideration of remuneration of directors and sub-committee consists of compensation information of directors and sub-committee, credit limited, actual amount use in past year compared of 2 years, policy and criteria for remuneration both in monetary, other compensation and comment from remuneration committee

- Article of Association related to shareholders meeting

- Agenda for appointment of auditor and determination of remuneration for directors consists of auditor information compared of 2 years and opinion of the audit committee

- Documents and evidence that attendees must present before attending the meeting, method of proxy for registration and voting method in shareholders meeting

- Information about the independent directors nominated by the shareholders to be proxies

- Definition of Independent Director

- Map of venue of Shareholders meeting

- Proxy Form Type A (General Form) and Proxy Form Type B (Specific Details Form) for shareholders who are unable to attend the meeting by themselves could give proxy to Independent Director or any person as specified to be a proxy or choose any proxy type A or C (choose one) which can be download all 3 types at company website www.cenplc.com. 

In addition, company has announced said distribution method through system of Stock Exchange of Thailand in another way

- Requesting Form of Annual Report in paper format

6. The company has notified resolution from Board of Directors as schedule 2020 Annual General Meeting of Shareholders with agendas and details in both Thai and English version since March 21, 2020 thus 41 days in advance before meeting date through Stock Exchange of Thailand system so that shareholders can allocate time to attend the meeting
7. The company has published newspaper namely “Kaohoon” advertisements for 3 consecutive days and 30 days before meeting date as the day of April 1-3, 2020 in order to inform shareholders meeting in advance sufficient for preparation before attending the meeting
8. If shareholders could not attend the meeting, company has send proxy as in accordance to Ministry of Commerce together with invitation letter to shareholders meeting for shareholders wishing to appoint a proxy to attend instead by choosing to appoint either a person as a proxy or one of company's independent directors to attend the meeting on their behalf. In order to protect the rights of shareholders

In shareholders meeting year 2020 held on Tuesday, April 30, 2020 there are proxies given to Independent Directors, Audit Committee and other as follows:

Details		AMOUNT (ราย)	AMOUNT หุ้น	proportion percentage
Shareholders according to the registrar		2,831	745,141,929	100.00
Shareholders attended the meeting		53	384,793,360	51.64
-               attend the meeting in person		22	89,358,850	23.22
-               proxies		31	295,434,510	76.78
Proxies given to Independent Directors and Audit Committee		20	166,626,500	43.30
Proxies given to others		11	128,808,010	33.48

9. The voting rights in meeting are determined according to number of shares held by shareholders as one share equal to one vote (all company share are common shares) and no shares have special privileges to limit rights of other shareholders, voting to be done openly by collecting ballots (which has barcode) officials will record votes by scan barcode.
10. Every shareholders meeting, documents and evidence that shareholder or their representatives must present before attending the meeting, method of proxy registration as determined by company; a guideline as required by law and regulatory agencies such as The Stock Exchange of Thailand and Securities and Exchange Commission
11.  The company has more channels to disclose information related to invitation to shareholders meeting together with same documents as send to shareholders includes rules and regulations related to shareholders meeting in both Thai and English version on company website www.cenplc.com 30 days in advance thus so shareholders have times to consider with completed and enough details     

Year 2020, the company has schedule shareholders’ meeting on Tuesday April 30, 2020 and public invitation letter and related documentation through company website in both Thai and English version dated March 29, 2020 as 33 days before meeting date.

12. The company gave Thailand Securities Depository (TSD) as company registrar to deliver invitation letter to shareholders meeting together with related documents before meeting date not less than 14 days

The 2020 Annual General Meeting of Shareholders dated Tuesday April 30, 2019 TSD has delivered Invitation Letter of Shareholders dated April 12, 2020 which is 19 days in advance

In case of foreign shareholders or institution; company has sent invitation letter together with related documents (both Thai and English version) in order to encourage all type of shareholders and investor to attend the meeting

13. In shareholders’ meeting company has set up in accordance to law and aware of convenience, right and equality of shareholders thus we uses barcode system for registration at least 1 hour before meeting and continue until meeting ended in which company registration is provided

-     Provide sufficient personnel for registration to attend the meeting

-     Provide stamp duty for allocating a proxy without charge as provided to shareholders who gave proxies to other on their behalf

-     Provide ballots for every agenda   for shareholders to votes

14. Each shareholders’ meeting; before starting meeting in accordance to agenda – corporate secretary is responsible to notify number and proportion of shareholders attending meeting Include explanation on voting method, how to count votes of shareholders in each agenda in accordance to rule and Article of Association, introduce Board of Directors, subcommittee, top management as attend the meeting as well as Certified Public Accountant of company for year 2020 in totaling of 2 people namely Dr. Suwatchai Meakhaamnouychai and Miss Kamolthip Rattananantawatee from Deloilte Touche Tohmatsu Jaiyos and Legal Counsel (Mr. Nattawat Tumawong) from Banchong and Vidhya Law Office to attend the meeting as votes counting inspector for this meeting to be transparently, in accordance with law and company’s Article of Association thus there is volunteer representing the rights of shareholders from Thai Investor Association for observation
15. Board of Director give importance to shareholders’ meeting which consider as duty to attend proxy every meeting except illness or important mission, shareholder can ask each chairman (subcommittee) in related issues

In shareholders’ meeting if any director considered as stakeholders or involved in any agenda then that director will notify the meeting to request not to attend meeting and abstain in those agenda

The 2020 Annual General Meeting of Shareholders dated Tuesday April 30, 2020 there are 10 directors in total and 9 directors attended meeting as 1 director absent (due to business engagement accounted for 90% of total Directors thus Chairman, Executive Chairman, Chairman of Audit Committee, Chairman of Remuneration Committee, Chairman of Risk Management Committee, Chief Executive Officer and Chief Finance Officer attended the meeting in order to certify and answer questions relating to meeting agenda or company

16. The company conduct shareholders’ meeting in accordance with order of agenda specified in invitation letter no added agenda or change importance information without notifying shareholders in advance and allocates enough time for presentation of various issues in each agenda. By this, each agenda Board of Director give an opportunity for shareholders to fully express their opinion on each agenda related to business operation of company and subsidiaries.

If any shareholders wish to add more agenda during the meeting apart from specified agenda then need approval from shareholders’ meeting with vote not less than 1 in 3 of shareholders attend meeting and have right to votes

17. The company provides us of ballots in every agenda that has to be resolved for transparency and accountability thus voting method of each agenda, corporate secretary will as meeting whether any shareholders or proxies disapprove or abstain then raise up their hand and vote in ballots together with their signatures then related person will record votes by scan barcode together with collect ballot

By this, shareholders give proxy to independent director thus company will proceed with vote to agree, disagree or abstain according to shareholders desires

Details of voting of each agenda, company has used barcode system as helping tool for counting votes thus voting results were displayed on screen to acknowledge shareholders at the same time for accuracy results can be announced immediately after consideration of each agenda

18. Shareholders are eligible to acknowledge information equally by company public information both Thai and English version through company website www.cenplc.com and SET Channel www.set.or.th. In some case, although not within criteria required by law to be disclosed that information accurately, completely, on time and transparently

-     The company has reveal company shareholding structure which includes top 10 shareholders as at record date for current Annual General Meeting of Shareholders before date of meeting, amount of shares which minor shareholders holds

- Process of related transaction any importance trade for securities

- Minute of shareholders’ meeting within 14 days counting from meeting date and public on company website to be a channel for shareholders to acknowledge and able to verify information without having to wait for next meeting

- Information related to business operation, management policies, related transaction and importance securities trading as well as other information as necessary for shareholders’ to make decision, give shareholders confidence an operating structure is transparently and verifiable. In addition, doing efficiently operate in order to create prosperity with suitable and continuous in term of returns

- The company has provides a channel for shareholders; no matter major shareholders, minor shareholders, institutional investors or foreign investor can contact corporate secretary through E-mail: [email protected] or directly (02) 049 1041 - 3 

19. Every Annual General Meeting of Shareholders thus election of directors in replacement of there who retired by rotation thus company give opportunities for shareholders to vote for director individually. In addition, gives opportunities to shareholders to have right to elect director that they want thus company will attach details of each director whom elected to hold position for consideration
20. Every Annual General Meeting of Shareholders; company gives shareholders right to consider and approve compensation of directors and subcommittee as details of these compensation on Board and subcommittee as enough information for consideration
21.   Every Annual General Meeting of Shareholders; the company has schedule agendas on appoint company auditor and their fee to shareholders for approval. Details on appointed auditor and fees are enough for consideration
22. During the meeting Board of Director gives opportunities to shareholders to give opinion suggestion or ask question in various agendas independently; before voting, chairperson give opportunity to shareholders to ask question or express opinions

Year 2020 there are 5 people questioning and chairman and related directors answered questions clearly and to the point thus company has recorded in the minutes including question and answer in written

23. The company has publics resolution of 2020 Annual General Meeting of Shareholders held on April 30, 2020 which includes votes of agrees, disagree and abstain, voided ballot in each agenda both Thai and English version through SET Portal (Stock Exchange of Thailand) with meeting dated April 30, 2020
24. The company has prepared minute of 2020 Annual General Meeting of Shareholders held on April 30, 2020 after meeting adjured, recorded the minute, voting each agenda together with questions or comments from shareholders completely according to fact shown in shareholders’ meeting to directors and Managing Director (Stock Exchange of Thailand) within 14 days counting from meeting which is May 13, 2020 along with publishing through company website http://www.cenplc.com both Thai and English version, sent Minute of Shareholders’ meeting to Ministry of Commerce within period specified by law, for shareholders who cannot attend the meeting, taken pictures of meeting and publish through company website www.cenplc.com to acknowledge information related to meeting
25. After Annual General Meeting of Shareholders; the company has prepared Minute of Shareholders meeting as was record correctly and completely to meeting which importance factors consists of

-     Procedure and method of voting in each agenda

-     Names of Board of Directors, subcommittee, top management as attended meeting and not attended meeting includes reasons for absent, Auditor, Legal counsel and representative of minority shareholders

-     The resolution of each meeting on agenda, voting result consisting of agrees, disagrees, abstains and voided ballot

-     Questioning from shareholders including name-surname and answers from Board of Directors and Executives

26. Voting on each agenda will be done openly, have ballot for every agenda distributed to shareholders for only abstain then deducted with total number of votes in attendance, the rest will be considered as agreed therefore if any agenda is disapproved by shareholders of abstaining then those shareholders will sign ballot and raise ballot that has been given while registering thus those ballot card (will be named of attendee, amount of shares, barcode) personnel will record score with using barcode system and keep ballot as evidence which can verifiable along with voting results will show on screen real-time (agree, disagree and abstain)
    
    Unless agenda related to election of director individually then will collect ballot from shareholders/proxies as attended meeting together with signing
    
    Year 2019, the company uses ballot in every agenda including important agenda which is agenda on election of directors by allowing shareholders to select individually and collect ballot at the office for transparency which can be examined after meeting adjured

27. The company has policies to pay dividend equally

By this, in case approval from shareholders on dividend payment, company has informed resolution of meeting includes details of dividend payment to shareholders through SETSMART and coordinate with registrar “TSD” so that shareholders are confident that will receive compensation based on their right completely and correctly

28.  The company gives right to shareholders who joined after meeting has begun with right to vote on agenda being considered and not yet resolved. It was counted as a quorum starting agenda as attended and vote onward

29. The company care shareholders by providing information, news, business operation, management policies regularly and on time. Apart from this, disclose information through SET channel and also brought important information includes current news on company website http://www.cenplc.com

30. The company determined to create equality for all shareholders and all groups no matter major shareholders, minor shareholders, institutional investors of foreign investors which company gives importance and determine tools that encourage equality; irrespective of gender, age, race, nationality, religious beliefs, social status, disability or political opinion by determine process that facilitate shareholders to participate in the meeting without getting too much hassle and without restriction

31. Board of Directors has realized and respect right to ownership of shareholders, no actions are taken to violate or infringe the rights of shareholders, by look after the interests of shareholders fairly as well as support and encourage shareholders no matter domestic or foreign shareholders no matter major shareholders, minor shareholders or any institutional investors including basic rights of shareholders, right to sufficient and timely access to information, in time and right to attend meeting in order to determine director on operation

32. The company gives chance to shareholders send any questions related to agendas specified in invitation letter to shareholders started from April 12-25, 2019 and deliver procedures for the said matter together with invitation letter to shareholders’ meeting through following channels

-     Website http://www.cenplc.com

-     E-mail : [email protected]

-     Postal To

        Jantharat Sodsonchit

        Capital Engineering Network Public Company Limited

        1011 Supalai Grand Tower, 17th Floor, Room No. 1703 & 1704

        Rama 3 Road, Chongnonsi, Yannawa, Bangkok 10120

Year 2020 no shareholders send question in advance

33. Distribution of shares of shareholders’ equity

-     The company has no cross of shareholding within group of company

-     The company has set record date for shareholders to attend the meeting on April 4, 2019

-     Board of Directors, their mate and child under 20 holding shares together equals to 5.01% which is not more than 25% of shares sold

-     Free Float equal to 69.73% of total shares sold which more than 25% shares sold to public

-     The company has proportion on holding total shares on institutional investor equals to 7.60% of total outstanding shares.

The company has realized corporate governance by seeing that principles are beneficial to company in term of development so company has practices in accordance to CG Code as appropriate to business of company (most of data links from CG to CG Code) thus some topics are being study to be adapt and suitable to context of company; resolution from Board of Directors meeting No.1-2020 has resolved to adopt good corporate governance for listed companies year 2017 to be deployed according to company’s business context and relevant to Securities and Exchange Commission regulations

            Year 2019, The Company has practices in accordance to suggestion of IOD by considering the suitability of the company but there are still some things that company does not fulfill all the requirements, namely

1. The Company should have Social Responsibility report which can be includes in Annual Report or separated in accordance to Global Reporting Initiative (GRI)

The company has acknowledged and has commented which include in Annual Report 

2. Companies should communicate information about arranging for analysts.

Company has investor relation department that provides information to securities analysts and investors

3. The company should communicate the information through the press release/ creating a newsletter presented to Financial Status of company

The company has published Financial Status and Notes to Financial Statement of management regularly every quarter through SETSMART of Stock Exchange of Thailand 

4. Director should clearly specify the term of office of independent directors in the corporate governance policy by not more than 9 years without exception

The company has acknowledged and has commented; presently there are 2 people of Independent Director who holds the position more than 9 years however, Board of Directors seems that independent director are fully qualified according to qualification of independent director of company and requirement of Capital Market Supervisory Board who is capable and independent expression includes well perform in term of independent director, have counterbalance in term of management, can examine as adhere under good corporate governance thus shareholders’ meeting is the only person to approve election of directors and independent directors

Practice according to good corporate governance in others

The process on Anti-Corruption

Board of Directors continuously raising awareness and promoting good corporate governance culture to directors, executives and employees in order to access any risks happened in operation thus internal audit act as appraiser

In year 2019, Audit Committee has set up risk report on corruption in every quarter, showing no irregularities

บริษัทมีการสื่อสารและประชาสัมพันธ์ในเรื่องการปฏิบัติตามจรรยาบรรณทางธุรกิจ และนโยบายต่อการทุจริตและคอร์รัปชั่นในช่องทางต่างๆ ดังนี้

- The company has some communicated and public practice in accordance to business ethic and anti-corruption policies by following channels:

- Company website http://www.cenplc.com

- Publicize through Brochures / Public Relation Board

อยู่ระหว่างขยายผลไปคู่ค้าของบริษัทและบริษัทย่อย เพื่อเป็นการขยายผลสู่สังคมในวงกว้างในการดำเนินธุรกิจด้วยความโปร่งใสและเป็นธรรม

Survey Results on Corporate Governance of Listed Companies

Year 2019, Thai Institute of Director jointly with Securities and Exchange Commission and Stock Exchange of Thailand announce survey results regarding corporate governance of listed companies for year 2019 in totaling of 657 companies by evaluating from 2018 Annual Report and information which revealed to public thus company received “very good” survey results.

Score Range	Meaning
90-100	Excellent
80-89	Very Good
70-79	Very Good

Criteria and weight use in assessment

Section	Criteria (No.)		Weight (%)
	ปี 2562	ปี 2561	ปี 2561	ปี 2560
1. Right of Shareholders	32	32	15	15
2. To treat shareholders equally	19	19	10	10
3. Roles of stakeholders	29	29	20	20
4. Disclosure and Transparently	53	53	20	20
5. Responsibilities of Board	108	108	35	35
TOTAL	241	241	100	100