Accountability

Independent Directors

The Company redefined the definition of “independent director” to be in line with the principles of good corporate governance and guidelines set by the Securities and Exchange Commission and the Stock Exchange of Thailand for the purpose to help bolster confidence among investors and to maintain a good management balance.

The Company then set the definition of an "independent director" to be “a director who has no managerial role in the Company, its subsidiaries, or associated companies”. He is therefore an independent director from the management team and the shareholders who have no controlling power and does not have a material or pecuniary relationship with the Company in a manner that may restrict his independent expression of opinions. He must also have the following qualifications:

  • Is a person who holds shares not exceeding 1% of all voting shares in the Company, its subsidiaries or associated companies.
  • Does not involve in the management, is not a staff or an employee or an advisor who receives regular salary or a professional provider such as auditor, legal advisor or other professional which may cause the restrict in his expression of opinions to the Company, its subsidiaries or associated companies, or is the person who may have control over the Company, its subsidiaries or associated companies, or is not a person who may have conflict of interest and must have lost his status or position that may constitute such conflicts for 2 years or more.
  • Has no business relationship in a manner that may limit his independence in performing his duty as a director in a significant amount or value in proportion to the Company’s revenue as defined in the criteria, has no benefit or interest, whether direct or indirect, in the finance and management of the Company, its subsidiaries or associated companies or any other person who may have conflicts of interest.
  • Is not a close relative with any members of any executives or majority shareholder of the Company, its subsidiaries or associated companies or any other person who may have conflicts of interest and has not been appointed their nominee to protect the interest of directors or majority shareholders.
  • Is not appointed as a nominee to protect the interest of any director, majority shareholder or other shareholder who is related to such majority shareholder of the Company.
  • Capable to perform his duties and express his opinions or report the operating results as be assigned by the Board of Directors independently without being under the control by any executive or majority shareholder including those others who are his related persons or close relatives.