Recruitment of Independent Directors
The Company has a policy to recruit independent directors to be in compliance with notification of the Capital Market Supervisory Board No. 39/2559, Application for and Approval of Offer for Sale of Newly Issued Shares, dated 30 September 2016, (including the amendment), with details as follows:
- 1. Holding shares not exceeding 1% of voting shares in the Company, parent company, subsidiary companies, associated company or controlling persons of the Company, including shares held by related persons of such independent director.
- 2. Neither being nor previously being an executive director, employee, staff, or advisor who receives salary, or a controlling person of the Company, a parent company, subsidiary companies, associated companies, same-level subsidiary companies, major shareholders, or controlling person, unless the foregoing status has ended for not less than two years prior to his or her appointment as the Company’s independent director. Such prohibited characteristics shall not include the case where the independent director used to be a government official or advisor of a government unit, which is a major shareholder, or a controlling person of the Company.
- 3. Not being a person related by blood or legal registration as a father, mother, spouse, sibling, and child, including spouse of a child of the Company’s directors, executives, major shareholders, controlling persons, or persons to be nominated as a director, executive, or controlling persons of the Company or subsidiary company.
- 4. Neither having nor previously having a business relationship with the Company, a parent company, subsidiary companies, associated companies, major shareholders, or controlling persons, in the manner which may interfere with his or her independent judgment, and neither being nor used to be a significant shareholder, or controlling person of anyone having a business relationship with the Company, a parent company, subsidiary companies, associated companies, major shareholders, or controlling persons, unless the foregoing relationship has ended for not less than two years.
The term business relationship under the first paragraph shall include normal business transactions, rental or lease immovable property, and transactions relating to assets or services or granting or receiving of financial assistance. For example, these include receiving or extending of loans, guarantees, providing assets as collateral, and other similar actions which can potentially result in the Company or its counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of net tangible assets of the Company or twenty million baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of the value of connected transactions under the notification of the Capital Market Supervisory Board’s governing rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall include indebtedness occurred during the period of one year prior to the date on which the business relationship with person commences.
- 5. Neither being nor previously being an auditor of the Company, a parent company, subsidiary companies, associated companies, major shareholders, or controlling persons, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, a parent company, subsidiary companies, associated companies, major shareholders, or controlling persons, unless the foregoing relationship has ended for not less than two years.
- 6. Neither being nor previously being a provider of any professional services, including those as a legal advisor or financial advisor who receives service fees exceeding two million baht per year from the Company, a parent company, subsidiary companies, associated companies, major shareholders, or controlling person, and not being a significant shareholder, controlling person, or partner of the provider of the professional services, unless the foregoing relationship has ended for not less than two years.
- 7. Not being a director appointed as representative of director of the Company, a major shareholder or any shareholders who are related to the major shareholder
- 8. Not undertaking any business in the same nature and in competition to the business of the Company or subsidiary companies, or nor being a significant partner in a partnership of an executive director, employee, staff, advisor who receives salary or hold shares exceeding one percent of a total number of shares with voting rights of a company which undertakes its business in the same manner and in competition to that of the Company or subsidiary companies.
- 9. Not having any other characteristics which cause an inability to express independent opinions regarding the Company’s business operation.