SET Announcements
Report on the resolutions of Annual General Meeting 2006
TRANSLATION
1000/099/2006
April 18, 2006
Subject : Report on the resolutions of the 2006 Annual General Meeting
Attention : President of The Stock Exchange of Thailand
The Bangchak Petroleum Public Company Limited wishes to hereby report the
resolutions of the 2006 Annual General Meeting, held on 18 April 2006, at 13.30
hours, at Main Conference Room, BCP's Head Office, 210 Sukhumvit 64, Phrakanong,
Bangkok, 10260, as follows:
1. The Meeting resolved to adopt the minutes of the Extraordinary General
Meeting No. 1/2005.
2. The Meeting acknowledged the Board of Directors' report on the Company's
Operating Performance in the year 2005.
3. The Meeting resolved to approve the Audited Balance Sheets and the
Statements of Income for the year ended December 31, 2005.
4. The Meeting resolved to approve the Appropriation of Profit for the year
2005 in the amount of Baht 66,450,000 as a legal reserve and also approved
Distribution of Dividend from the operating results of the fiscal year
2005 to the shareholders, whose names appear on the share register as of
March 29, 2006 at 12.00 hours, at Baht 0.30 per share, amounted to Baht
206,244,572. The Dividend will be distributed to the shareholders on May
17, 2006.
5. The Meeting resolved to re-appoint the three Directors who retired by
rotation namely; Mr. Chai-anan Samudavanija, Mr. Apisit Rujikeatkamjorn,
and Mr. Sayan Satangmongkol, to serve the Company as Directors for another
term and also resolved to appoint the following 2 directors to act as new
Directors of the Company.
1) Mr. Nares Sattayarak
Current Position: Inspector-General of Ministry of Energy
2) Miss. Pranom Kowinwipat
Current Position:Director and Audit Committee member of Metropolitan
Electricity Authority (MEA)
Therefore, the Board of Directors, after the election, is consists
of 12 members as follows:
1) General Tawat Ked-Unkoon (Independent Director)
2) Mr. Chai-anan Samudavanija (Independent Director)
3) Mr. Anusorn Tamajai (Independent Director)
4) Mr. Nipon Surapongrukchareon (Independent Director)
5) Mr. Wirat Iam-Ua-Yut (Independent Director)
6) Miss.Pranom Kowinwipat (Independent Director)
7) Mr. Nares Sattayarak
8) Miss Chularat Suteethorn
9) Mr. Apisit Rujikeatkamjorn
10) Mr. Pichai Chunhavajira
11) Mr. Sayan Satangmongkol
12) Mr. Anusorn Sangnimnuan President and Secretary
to Board of Directors
6. The Meeting acknowledged Directors' Remuneration that the Board shall
receive remuneration in the same rate as resolved by the shareholders'
meeting in the year 2004. Such rate of remuneration shall be used and
remained for further until the shareholders resolved to amend. The
Board of Directors' remuneration is as follows:
1) Monthly Remuneration and Meeting Allowance
The Board of Directors
- Monthly Remuneration 10,000 Baht/person/month
- Meeting Allowance 20,000 Baht/person/time
(Only for attending Directors)
The Sub-Committees
1) The Audit Committee
- Monthly Remuneration 10,000 Baht/person/month
- Meeting Allowance 5,000 Baht/person/time
(Only for attending Directors)
2) The Nomination and Remuneration Committee
- Monthly Remuneration -None-
- Meeting Allowance 10,000 Baht/person/time
(Only for attending Directors)
3) Other Sub-Committees
The determination of the monthly remuneration and meeting
allowance of other Sub-Committees, which was appointed by the
Board of Directors, depended on the consideration of the Board
of Directors by concerning on the appropriateness and relevant
of their responsibilities.
Moreover, the Chairman of the Board of Directors and the Chairman
of the Sub-Committees shall receive monthly remuneration and
meeting allowances higher than that of director members by 25
percent, whilst the Vice Chairman of the Board of Directors shall
receive monthly remuneration and meeting allowances higher than
that of director members by 12.5 percent.
2) Bonus
Bonus for the Board of Directors shall be determined and paid at
the rate 1.5 percent of net profit, but not over 9,000,000 Baht/year
for all directors. Moreover, the Chairman and Vice Chairman shall
receive the bonus higher than that of director members by 25 percent
and 12.5 percent respectively.
7.The Meeting resolved to appoint Mrs. Kesree Narongdej or Mrs. Natsarak
Sarochanunjeen, Certified Public Accountants, Registration Number 76 and
Number 4563 respectively, A.M.T. & Associates as the Company's Auditor
for the year 2006 and to approve the Auditor's Remuneration in the rate
of not more than Baht 1,100,000, as same as that of the last year.
8.Other Business
-None-
Please be informed accordingly.
Yours sincerely,
-signed-
(Anusorn Sangnimnuan)
President
Office of the Secretary to Board of Directors
Tel: 0-2335-4584