Corporate Governance Policy

Nomination and appointment of directors and senior management

The Nomination and Compensation Committee shall consider and screen qualified persons to be appointed as directors and top executives by considering the suitability of skills, knowledge, acceptable experience, transparent working history, maturity and stability including qualifications which are in accordance with the Company’s Articles of Association and in possess of qualifications in accordance with the Company’s business strategy as well as special knowledge or skills required to strengthen the Board’s strength and effectiveness to have professional and diverse directors by considering the structure, size and composition of the board and also provide the opportunity for directors and shareholders to participate in the nomination of qualified directors according to the criteria and methods of selection.

The Company has defined the definition of the “Independent Director” in accordance with the principles of good corporate governance and guidelines of the Office of the Securities and Exchange Commission in order to build the trustworthiness among investors and maintain good management balance.

The Company therefore defines the term “Independent Director” to mean a director who does not perform any management duties of the Company, affiliates and associated companies, Also is a director who is free from the management and controlling shareholders and who does not have a business relationship with the Company in such a way as to limit the independent opinions and is a director with the following qualifications :

  1. Being a person who holds no more than 1% of the total number of shares with voting rights in the Company, affiliates and associated Company.
  2. Not participating in any management. Not being a worker, an employee or an advisor who receives a regular salary or is not a professional auditor, lawyer or professional service provider that limits the independent opinion to the Company, affiliates or associated company or not having control over the Company, affiliates or associated company or is not a person who may have a conflict of interest and must vacate the status or position that may cause any conflict for at least 2 years or more.
  3. No business relationship in a manner that limits the independence in performing duties as a director which has a significant amount of value in proportion to the Company’s revenue according to the specified criteria and no benefit or interests whether directly or indirectly both in terms of finance and management of the Company, affiliates or associated company, or persons who may have conflicts of interest in a manner that deprives them of their independence.
  4. Not being a close relatives with senior management, major shareholders of the Company, affiliates or associated company or any person who may have conflicts of interest and was not appointed as a representative to protect any interests of the directors or major shareholders.
  5. Not appointed as a representative to protect interests of the Company’s director, major shareholders or shareholders who related to the Company’s major shareholders.
  6. Able to perform his duties and express opinions or report the performance results in accordance with the duties assigned by the Board of Directors of the Company independently without being under the control of any executives or major shareholders of the Company including related person or close relatives of such persons.

The Company has criteria and procedures for selecting persons to be appointed as directors as follows :

  1. The Company provides an opportunity to shareholders who hold a single or multiple shares holding in a total of not less than 0.1% of total Company’s shares and has held the said amount of shares continuously for not less than 12 months before the exercise date. The persons can nominate the names of person who may be appointed as a director through the Company’s website or by sending a letter to the Secretary of the Board of Directors. The Secretary of the Board of Directors will refer the name of such person to the Nomination and Compensation Committee. The Company will inform the time for nomination through the Stock Exchange of Thailand.
  2. The major shareholders may nominate a suitable person to be appointed as a director to the Nomination and Compensation Committee.
  3. The Nomination and Compensation Committee will consider and nominate suitable persons to be appointed as directors to the Board of Directors for further presentation to the shareholders’ meeting.
  4. The shareholders’ meeting will elect directors by majority vote in accordance with the following rules and procedures :
    • One share has one vote.
    • Each shareholder can vote to select the person nominated as a director one by one.
    • Persons who receive the highest number of votes in descending order shall be elected as directors equal to the numbers of directors required. In the event that the persons who are elected in descending order have equal votes, the number of directors is more than the number of directors required to have, then the Chairman of the meeting shall have an additional vote as a casting vote.
  5. At every annual general meeting of shareholders, one-third of the directors shall vacate the office. If the number of directors cannot be divided exactly into three parts, the number of directors to be vacated shall be issued by the number closest to the part one of three. The recruitment process will be in accordance with Articles 1-4.
  6. Directors who must retire from the office in the first and second year after the registration of the Company, a lot shall be drawn to determine who will be retire. In the following years, the member who has been in the office for the longest time shall retire. Directors retiring by rotation may be elected to a new position.

The Company has determined the qualifications of directors who wish to be recruited to be diverse (Board Diversity) by considering the necessary skills and special expertise that the Company is lacking. As can be seen from the structure and composition of the current Board of Directors, it consists of various directors with a wide range of qualifications in knowledge and expertise such as engineering, business administration, economics, law with a variety of professions and experiences that are useful to the Company’s business and the appropriate balance of directors.

The Company has set a policy to limit the number of listed companies in which the director can hold office as a director not more than 5 companies, in order for the Company to get the most benefit from the director’s ability to devote their time to perform their duties efficiently.

In the recruitment of the highest-level executive position, the executive committee will be the preliminary consideration in screening and recruiting persons who are qualified, suitable, knowledgeable, competent, experienced, have leadership qualities, management competence and have a good understanding of the Company’s business. Then they will be presented to the Nomination and Compensation Committee for consideration and further propose to the Board of Directors for such approval.