SET Announcements
Devidend payment and the date for AGM
-TRANSLATION-
1000/039/2007
February 23, 2007
Subject : Report on the Board of Directors' resolutions and the date for
the Annual General Meeting
Attention : President of the Stock Exchange of Thailand
The Board of Directors' Meeting of The Bangchak Petroleum Public Company
Limited No. 2/2007 held on Friday 23rd February 2007, from 09.30 hours, at
conference room No. 421, Building 4 2nd Floor, BCP' s Head Office, 210
Sukhumvit 64 Phrakanong Bangkok, 10260, has passed the following resolutions:
1. To propose the shareholder's meeting for an allocation of profit from
retained profit in order to distribute the dividend at 0.17 Baht per share.
The closing date of registration book for the rights to receive the Company's
dividend on Monday April 9, 2007 at 12.00 hours and the dividend distribution
date is on Tuesday May 15, 2007.
2. To schedule the date for the Annual General Meeting for the year 2007 on
Friday April 27, 2007 at 13.30 hours at the main conference room of the
BCP's Head Office, 210 Sukhumvit 64 Phrakanong Bangkok, 10260. The closing
date of registration book for the rights to attend the Annual General Meeting
on Monday April 9, 2007 at 12.00 hours until the Meeting is adjourned.
3. To convoke the Annual General Meeting of the year 2007 with the following
agendas:
Agenda 1 To consider and adopt the minutes of the Annual General Meeting
for the year 2006.
Agenda 2 To acknowledge the Board of Directors' report on the
Company's operating performance in the year 2006.
Agenda 3 To consider and approve the Balance Sheets and the Statements
of Income for the year ended December 31, 2006 and the
Auditor's Report.
Agenda 4 To consider the allocation of profit for distribution of the
dividend.
Agenda 5 To consider and approve the appointment of additional director
and new directors in place of those retired by rotation
In this year, the retiring directors are as follows:
1) General Tawat Ked-Unkoon (Independent Director)
2) Mr. Anusorn Tamajai (Independent Director)
3) Mr. Nipon Surapongrukchareon (Independent Director)
4) Mr. Pichai Chunhavajira (PTT Plc.)
The Board of Directors is of the opinion that the Shareholders
should re-appoint the 4 retiring directors to perform their
duties for another term as follows:
1) General Tawat Ked-Unkoon (Independent Director)
2) Mr. Anusorn Tamajai (Independent Director)
3) Mr. Nipon Surapongrukchareon (Independent Director)
4) Mr. Pichai Chunhavajira (PTT Plc.)
And the Board of Directors also recommends the Shareholders
to appoint the following 2 directors to act as new Directors
of the Company.
1) Mr. Chaivat Churitti
Current Position : Senior Executive Vice President,
Oil Business Group (PTT Plc.)
2) Mr. Tevin Vongvanich
Current Position : Executive Vice President,
Business Development (PTT Plc.)
Therefore, the Board of Directors will be composed of
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 (Ministry of Finance)
8) Miss Chularat Suteethorn (Ministry of Finance)
9) Mr.Apisit Rujikeatkamjorn (PTT Plc.)
10) Mr.Pichai Chunhavajira (PTT Plc.)
11) Mr.Sayan Satangmongkol (Director)
12) Mr.Chaivat Churitti (PTT Plc.)
13) Mr.Tevin Vongvanich (PTT Plc.)
14) Mr.Anusorn Sangnimnuan (President and Secretary
to Board of Directors)
Agenda 6 To consider in fixing Directors' Remuneration
Report to the Shareholders for consider in fixing Directors'
Remuneration for the year 2007 which shall be fixed in the same
rate as that of the year 2006 as following:
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.
Agenda 7 To consider the Appointment and Fix the Remuneration for the
Auditor
The Board of Directors has considered proposing the appointment
of the Company's Auditors, Mrs. Natsarak Sarochanunjeen or
Mrs. Kesree Narongdej, Certified Public Accountants,
Registration Number 4563 and Number 76 respectively, A.M.T. &
Associates, and the annual remuneration for the Auditor (A.M.T.
& Associates) of not more than Baht 1,100,000 as same as that
of the last year.
Agenda 8 Other Business (if any)
Please be informed accordingly.
Yours sincerely,
-signed-
(Anusorn Sangnimnuan)
President
Office of Secretary to Board of Directors
Tel: 0-2335-4584