Page 103 - Mono Technology Public Company Limited : Annual Report 2014 EN

independence factor, educational qualification, specialized expertise, working background and other
preferable characteristics. Moreover, the independent director candidates shall be considered independent

from executive team and major shareholders. Well qualified candidates for being independent directors
shall be presented to the shareholders meeting for consideration. In cases of vacancy for independent
directors before the end of their term of office, the Board of Directors shall appoint those possessing complete
qualifications to be the independent directors in order to replace the vacant position. The replacement

member will serve only the remaining term of independent directors whom he/she replaces.

Qualifications of independent directors as specified by the Board of Directors are as follows:

1. Holding not more than one percent of shares (with voting right) of the Company, holding
company, subsidiaries, associated company, a major shareholder or controlling person of
the Company, which shall be inclusive of the shares held by any related person of such
independent director;

2. Neither being nor having been an executive director, employee, staff or advisor receiving regular

salary or controlling person of the Company, holding company, subsidiaries, associated company,
subsidiaries of the same level or a major shareholder or controlling person of Company, unless the
foregoing status has ended for more than two years prior to the date of submitting the application
to the Securities and Exchange Commission (SEC). This condition does not include an independent

director who used to be a government officer or advisor to any government agencies who is a
major shareholder or controlling person of the Company.

3. Not being a person related by blood or registration under law, such as father, mother, spouse, sibling,
or child, including the spouse of a child of any executive, major shareholder, controlling person or
person to be nominated as an executive or a controlling person of the Company or subsidiaries.

4. Neither holding nor having held a business relationship with the Company, holding company,
subsidiaries, associated company, major shareholder or a controlling person of the Company in a
manner which may interfere with his/her independent judgement, and neither being nor having
been a substantial shareholder or a controlling person of any person having a business relation-
ship with the Company, holding company, subsidiaries, associated company, major shareholder or

controlling person of the Company unless the foregoing relationship has ended for more than two
years prior to the date of submitting the application to the Securities and Exchange Commission (SEC).

The abovementioned business relationship includes normal business transaction, rental or lease of
immovable property, the transaction relating to assets or services as well as the offer or the receipt

of financial aids by way of borrowing or loan, guarantee, collateral loan and other transactions of
similar manner which may cause debt burden between the Company and the party to agreement
from the amount of three percent of net tangible assets of the Company or more than 20,000,000
Baht, whichever is lower. Mutatis mutandis, in calculating such debt, the method of calculating

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