SCBAM places a priority on fund management business regulation and supervision and operates in line with relevant rules and regulations, such as the Securities and Exchange Act B.E. 2535, announcements by the Securities and Exchange Commission Office, regulations established by the Association of Investment Management Companies, working rules on investment management businesses, and codes of conduct on investment management businesses. The company believes its strict compliance with these rules and regulations will ensure the efficiency and high standard of its business management.
All SCBAM employees are committed to strictly complying with the regulations on performance in the investment management business as follows:
Employees shall abide by laws governing securities and exchange, related legal announcements, regulations, corporate working rules, and codes of conduct.
The company shall manage the investment of all its funds under the program approved by the Securities and Exchange Commission Office and contracts made with its clients.
Employees shall oversee investment by the company, staff, and company-managed funds of various types to prevent potential conflicts of interest.
Employees shall perform duties honestly and impartially to ensure that fund management proceeds in accordance with fund objective and to the benefit of clients. The interests of customers shall come before those of the company, directors, or staff.
Employees shall disclose information regarding potential conflicts of interest arising from performance in an accurate, complete, and clear manner.
Employees shall keep confidential any information provided by customers and maintain the interest of the customers. Such behavior shall not violate the law.
Employees shall abide by the professional code of ethics established by the Association of Investment Management Companies.
The code of business conduct features principled ethics embraced by the company to run the investment management business, namely, mutual fund, private fund, provident fund, and other kinds of related business permitted by the Securities and Exchange Commission Office, and guidelines such as compliance with rules and regulations established by associations or clubs of which the company is a member. Included are:
Conducting business honestly and following moral principle with clients or the public and when contacting other financial institutions.
Managing investment by taking into account proper investment, objectives, acceptable risks, environments, and client constraints.
Complying with the Securities and Exchange Act, laws and regulations, requirements, and other relevant rules, and refraining from committing, assisting in, or supporting any action contrary to any laws, regulations, requirements or other rules concerned as well as moral principles.
Adhering to and abiding by the code of conduct and professional ethics for investment management established by the Association of Investment Management Companies or clubs of which the company is a member.
Refraining from committing any action that encourages a conflict of interest, personal exploitation, or taking unfair advantage over clients or the company.
Giving clients fair, equal, and unbiased treatment.
Keeping client information confidential and maintaining the interests of customers as a top priority.
Disclosing information to customers whether directly or indirectly to their advantage or disadvantage.
Presenting data on fund performance results clearly, accurately, and completely.
Reporting to the association, state agencies concerned, or regulatory agencies when finding any action that breaks the law, threatens economic stability, or undermines the country's economic stability.
Fund managers will make proxy votes that upholds the unitholders’ best interests, and conduct their decision with transparency in accordance to company guidelines and relevant rules and regulations issued by the Securities and Exchange Commission.
Stance and votes by fund managers on various issues, are as follows:
Approving financial statements, operating results, dividends
Not approve if the auditor (1) refrains from issuing Disclaimer Opinion (2) considers the financial statements are incorrect or issue an Adverse Opinion (3) express negative reservations that is of significance
Not approve if dividend payment does not comply with dividend payment policy without proper justification
Acquisition or disposal of an important asset, acquisition or leasing out the business, mergers and acquisitions, entering management contracts, and takeovers.
Not approve in the absence of information disclosure showing details of the acquisition or disposal of the asset, acquisition or leasing out the business, mergers and acquisitions, forming management contracts, and takeovers, where information disclosed should include details such as purpose of transaction, background information, price of transaction, etc.
Not approve if decision is dependent on financial adviser’s guidance but there is failure to disclose details of their opinion or the financial adviser issued an unfavorable opinion.
Appointment or removal of Board of Directors and Audit Committee members
Not approve, when there is no disclosure of key information to accompany the nomination such as information regarding directorship at other companies.
Not approve Directors who attended fewer than 75% of meetings without sufficient explanation.
Not approve candidates for a Board of Director position if that individual is concurrently a Board of Director at more than 6 companies (only companies listed on the Stock Exchange of Thailand).
Change of financial structure such as capital increase or capital write-downs
Against approval of capital increases which offers existing shareholders (Rights Issue) shares greater than a 2:1 ratio (new:old) without justified reasoning.
Against approval of capital increases without a rights issue to existing shareholders, whereby the increase produces more than a 20% dilution. Companies subject to government bail-out exempted.
Against approval in cases where voting rights are diminished, such as grouping shareholders into several tiers or any action which causes shareholders to possess different voting rights.
Against approval of share buybacks resulting in the Free Float receding below 20%.
Approve capital increases where the purpose of the capital increase is clearly identified and the scheme and price is justified. Warrant issues should clearly state particulars of warrant, potential impact of dilution, exercise schedules, and any call option should not be at the discretion of Directors and management.
In favor of having shareholder participating regarding allocation of shares that were not fully subscribed.
Special renumeration given to the Board of Directors, sale of securities to the Board of Directors or employees of the company.
Against approval of special renumeration in cases where amount is not disclosed.
Not approve allocation of shares under ESOP (Employee Stock Option) programs where dilution information is not disclosed.
Not approve allocation of shares under ESOP (Employee Stock Option) programs where dilution exceeds 10%.
Not approve schemes that offers ESOP annually, whereby an ESOP each year causes a dilution exceeding 2% of outstanding shares (approval on a case by case basis).
Against approval where the Exercise Price of the ESOP (Employee Stock Option) shares is more than 20% below market price (at time when the ESOP program is seeking endorsement).
Against approval of provisions whereby the Exercise Price or period of the ESOP (Employee Stock Option) program can be modified subsequent to the Option having been issued, unless the change in terms arises from normal circumstances such as due to capital increases, etc.
Limitations to directors’ liabilities
Against a proposal by the company to reduce or limit Directors’ liabilities for losses which may arise from failure to effectively perform his/her duties.
Approve an increase in compensation for damages/liabilities to a Director, if proven to have performed duties to his/her full ability.
Transactions and activities which may create a conflict of interest between the company and shareholders and persons related to shareholders or transactions and activities with connected parties.
Not approve transactions and activities which may create a conflict of interest between the company and shareholders and persons related to shareholders or transactions and activities with connected parties, in the absence of a review by a financial adviser.
Change in the company’s business line or company’s mission
Against approval if no clear explanation is made regarding reasons for the change in the company’s business line or company’s mission.
Amendments to Company Articles
Against approval if no clear explanation is made regarding reasons for amending the Company Articles.
Not approve, if the portion of the Company Articles to be changed is not specified and if the wording of the new amendment is not disclosed beforehand.
Appointment / termination of financial auditor and approval of audit fees
Against approval in situations where there is no disclosure of audit fee and other fees such as non-audit fees.
Against approval in cases where the auditor is associated with the company or is connected to the company in a significant way.
Not approve auditors who have not been endorsed by the Stock Exchange of Thailand.
The company should not employ the same auditor for over 5 years and there should be at least a 2 year lapse.
Change of auditor requires notification of reason for change.
When making a decision to vote as described above, the fund manager may choose to inform the company’s management or its Investor Relations before the voting takes place to allow the company to provide additional clarification. After examining the justifications and consider its suitability, and the fund manager elects not to vote according to guidelines described in Items 1.1 to 1.9, the fund manager must obtain prior consent from the management of SCBAM.
In cases beyond those stated above, the fund manager must assess the pros and cons of the agenda at hand and uphold the best interests of unitholders.
Individuals authorized to vote on behalf of the fund must be the main fund manager for that particular fund. The fund manager may delegate this task to another individual.
Voting can be conducted in 2 ways
Normal case Giving power of attorney to another individual, such as the Assistant Fund Manager or other officer in the Investment Management Department, Asset Allocation Group, Investment Product Group, or the Fund Trustee, the investment management company’s Management, representatives of the Thai Investors Association or other individuals capable of assuming the task, to vote as instructed by the Fund Manager.
Significant case Such as cases where there may be conflict of interest with shareholders or could be potentially damaging to unitholders, the Fund Manager must vote in person.
Proxy Vote Audit
After the Fund Manager has conducted the proxy votes, the Compliance Unit shall audit the results of the Fund Manager’s proxy votes.
Documentation of proxy votes and results
The Investment Support Department shall maintain copies of documents showing exercise of proxy votes and decisions taken by fund managers, to be kept for a period of at least 5 years before documents can be discarded.
Preventing Conflict of Interests
If the issue being voted creates a conflict of interests with the investment management company, or individuals connected to the company (connected person is defined by SEC’s Or.Nor. 1/2548 or subsequent regulations that may be issued in the future), the fund manager must base the voting decision on the unitholders’ best interests and must vote strictly in accordance to stated guidelines.
SCBAM shall disclose the proxy voting policy by via a notice which is displayed at the office premises or on SCBAM’s website.