In 2022, the Company had 3 directors retiring by rotation, accounted for one-third of total directors, namely Mr. Chokchai Walitwarangkoon, Mr. Naporn Sunthornchitcharoen and Mr. Pakhawat Kovithvathanaphong. Thus, the Board of Directors resolved to propose in the shareholders’ meeting to re-appoint these three directors as proposed by the Nomination and Compensation Committee. The nominated persons had undergone through the process of screening including careful consideration by the Nomination and Compensation Committee. The Committee considered that all three persons have full required qualifications under the Public Limited Companies Act. They are qualified with knowledge, competency and experience in businesses related to the Company’s operations and transparent, unblemished working history, and have capabilities to help develop the Company.

As to promote corporate governance in accordance with good corporate governance principles and to show fair and equitable treatment to all shareholders, the Company has given the rights to shareholders to nominate a person who has considered the qualifications and knowledge and skills appropriate to be elected as the Company’s director in advance before the Annual General Meeting of Shareholders which will be held annually. However, no shareholder nominated any candidates for consideration in the 2022 AGM.

Nomination of Senior Executives

At Meeting No. 5/2022 dated December 22, 2022 the Board of Directors conducted a review of the Succession Plan and redefined the procedures and criteria of the nomination of the Chairman of the Executive Committee and senior executives as follows :

Succession Plan Procedure and Criteria for the Chairman of the Executive Committee

Whenever there is a vacancy of the Chairman of the Executive Committee or when the current Chairman of the Executive Committee cannot function to his or her capacity, the Company shall appoint a deputy or equivalent executive to act on his or her behalf until the search and selection of a qualified person is completed. The selection criteria or qualifications pre-defined by the Company include leadership vision, level of knowledge and competency, work experience, and a cultural fit with the Company. The selection and recruitment process is handled by the Nomination and Compensation Committee and approved by the Board of Directors.

The pre-defined qualifications are as follows :

1. Education of at least the bachelor’s degree level.

2. Work and managerial experience of the division line director level or higher.

3. Strong leadership with wide vision, good moral and ethics, and a good track record.

4. Competency in strategic planning and organizational management.

5. Making decisions and solving problems discreetly and prudently in the best interests of the organization.

Succession Plan Procedure and Criteria for Managing Directors

Whenever there is a vacancy for Managing Directors or when a current Managing Director cannot function to his or her capacity, the Chairman of the Executive Committee will take control of the selection of each successor and proceed with nomination to the Board of Directors for formal appointment.

Succession Plan Procedure and Criteria for Deputy Managing Directors (SEVP) and Chief Financial Officer

Whenever there is a vacancy for Deputy Managing Director (SEVP) or Chief Financial Officer, or when a current Deputy Managing Director or Chief Financial Officer cannot function to his or her capacity, the Managing Director will take control of the selection of each successor and proceed with nomination to the Chairman of the Executive Committee for formal appointment.