Page 105 - Mono Technology Public Company Limited : Annual Report 2014 EN

2.1 They shall not be directors delegated by the Board of Directors to make decision on operations
of the Company, subsidiaries, subsidiaries at the same level, major shareholders or controlling

person of the Company and;

2.2 They shall not be directors of subsidiaries or same-level listed subsidiaries.

In addition, at least one of independent director assuming the position of the Audit Committee must
have sufficient knowledge and experience in accounting or finance to perform reviewing the creditability of
financial statements. Meanwhile, business-related experiences, specialized expertise relating to business and
ethics of the said member of Audit Committee shall be taken into account.

Based on the criteria and methods of the appointment of the Board of Directors, the retiring members

of the Audit Committee shall be re-elected. In cases of vacancy for the member of Audit Committee due to
other reasons aside from retirement by rotation, the Board of Directors shall appoint those possessing complete
qualification to be the member of Audit Committee in order to replace the vacant position as specified by
the Board of Directors. The replacement member will serve only the remaining term of the Audit Committee

member whom he/she replaces.

Composition and Appointment of the Executive Committee

The Board of Directors shall appoint the Executive Committee from the Companys directors or
high-ranking executives who can perform management of the Companys normal business activities and
can formulate policy, business plan, budget and management structure as well as auditing and monitoring
the Companys operation results according to the policy specified by the Board of Directors.

Composition and Appointment of the Nomination and Remuneration Committee

Some directors of the Company shall be appointed as the Nomination and Remuneration Committee

and one-third of the total number of the Nomination and Remuneration Committee must be the independent

director and the Chairman of the Nomination and Remuneration Committee must be the independent director.

Composition and Appointment of the Risk Management Committee

The Board of Directors shall appoint the Risk Management Committee by selecting from the Companys
directors or high-ranking executives in both business and supporting units to be responsible for considering
risk-related issues of the Company.

Control of Subsidiaries and Associated Companies Business Operations

The Companys Board of Directors shall be responsible for business management and operation of

the Company as well as the operation of subsidiaries in compliance with our main business plan, resolutions
of shareholders, laws as well as objectives and Articles of Association of the Company. The Board of Directors

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