The Company has specified the definition of “ independent director” to be in line with the Corporate good governance and requirement of the Securities and Exchange Commission and the Stock Exchange of Thailand to strengthen the confidence among investors and to maintain a good management balance.
The Company therefore set the definition of an “independent director” to be “ a director who has no managerial role in the Company, its subsidiaries or associated companies”. A person that is independent from the management team and the controlled shareholders, who has no pecuniary relationship with the company in any manner that may restrict his independent expression of opinions. A director who also has the following qualifications:
- A person who holds shares not exceeding 1 percent of the total voting shares in the Company, its subsidiaries or associated companies
- Does not involve in the management , is not or has never been 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 and associated companies, or is not a person who may have conflict of interest and must have quit from his status or position that may constitute such conflicts for 2 years.
- Has no business relationship with the Company in a manner that may limit his independency 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 directly or indirectly, in the finance and management of the Company, its subsidiaries or associated companies or a person who may have conflicts of interest which will lead to the lack of independence.
- Is not a person who has close relationship with any top executives or major shareholders of the Company, its subsidiaries or associated companies or any person who may have conflicts of interest and has not been appointed as a representative to protect the interest of directors or major shareholders.
- Has not been appointed as a nominee to protect the interest of any directors, major shareholders or other shareholders who are related to such major shareholders of the Company.
- Capable to perform his duties and express his opinions or report the operating results as assigned by the Board of Directors independently, without being under the control by any executive or major shareholder including related persons or close relatives of the said person.