Page 102 - Mono Technology Public Company Limited : Annual Report 2014 EN

Composition and Appointment of the Board of Directors

The Board of Directors shall comprise no less than five members and half of them shall be resident in

Thailand. The directors need not be the Companys shareholders. Regarding the appointment of the Board of
Directors, the Nomination and Remuneration Committee shall be responsible for selecting persons to assume
the positions in the Board of Directors by taking into account their qualifications in accordance with the Boards
rules and specifications. Besides, the Board Diversification in terms of knowledge, competency, professional
skills, business-related experiences, specialization, gender, and other necessary skills as appropriately required

should be included in the consideration. Moreover, the Nomination and Remuneration Committee may
consider appointing the Companys major shareholders to assume the positions in the Board of Directors as
their business experience that may be beneficial to the Companys operation. However, the appointment of

new directors must be approved by the meeting of the Board of Directors and/or the shareholders meeting
(as the case may be). In addition, the Companys Articles of Association requires that the directors shall be
elected at the shareholders meeting as per these following criteria and procedures.

1. One share is entitled to one vote.

2. Each shareholder must exercise votes as per (1) above to elect one or several directors but cannot

separate the votes among directors.

3. Persons who receive the largest number of votes, in descending order, shall be elected to be
the directors until the vacancies are filled. In the event of persons receiving equal votes and
exceeding the number of vacancies to be filled, the Chairman of the meeting shall cast the vote

to make the final decision.

At each Annual General Meeting of Shareholders, one-third of the directors, or the number nearest
to one-third if the number is not a multiple of three, must retire from office. The directors who must retire
from the office in the first and second year after becoming a public company limited shall be decided by

drawing lots. After that, the directors who have been in office the longest shall retire first. Retiring directors may
be re-elected.

Composition and Appointment of Independent Directors and Audit Committee

Independent Directors

As specified by the Company, at least one-third, but not less than three members of the
Companys Board of Directors must be independent directors which shall be appointed by the Board of Directors or
the shareholders meeting (as the case may be).

Based on the criteria of the selection of the Board of Directors, those who will be appointed to be

independent directors shall possess qualifications, without prohibited characteristics of directors according
the Public Limited Companies Act and law on securities and exchange, as well as relevant notifications,
requirements and/or regulations. Qualifications of independent directors will be considered from their

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