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William

Those of you who have Thai incorporated companies will know that it has long been the practice here to allow directors of a company to empower a third person to act as their proxy to attend and vote at Board of Directors' ("BoD") Meetings.

No longer.

The Ministry of Commerce has issued an announcement that proxies will no longer be allowed at BoD Meetings. This is the case regardless of whether or not the Articles of Association of the company permit such.


Henceforth, directors will need to be physically present at meetings, i.e. they cannot empower a third party to attend and vote on their behalf.

For those companies with foreign directors who are not present in Thailand, but whose attendance at a meeting is required in order to constitute a quorum, this is going to be a major pain in the arse!

One alternative in such a case as that above is to pass written resolutions of the BoD. It should, however, be noted that, unlike a physical BoD Meeting, written resolutions need to be passed by all directors, i.e. there can be no dissenting votes, by way of having all directors sign the written resolution.

Sorry guys, but this looks like another in what is becoming a long line of measures to try and curtail the use of nominees/proxies.

Have to say though, not entirely sure the practicalities of this one have been thought through, as it is often the case that you cannot get enough directors in the same room at the same time to constitute a quorum - even when it is just Thai directors!

On the grapevine - thus unconfirmed - if your Articles of Association currently allow for proxy attendance and voting at BoD Meetings, it is likely the MoC will be asking you to amend these.

Hope the above is clear, but let me know if you have any questions.

~W~

Marmite the Dog

Will it affect me?