Page 116 - Mono Technology Public Company Limited : Annual Report 2014 EN

5. Responsibilities of the Board of Directors

1. Structure of Board of Directors comprised of three independent directors from the entire

number of nine directors. The three independent directors are also in the Audit Committee of the
Company, with qualification required by SEC, CMSB and SET and independency in the
management of auditing works.

2. The Board of Directors clearly separated the duties and roles of the Chairman of the Board of

Directors and Chief Executive Officer (CEO). That is to say, the Chairman of the Board of Directors
shall not participate in the normal business management, but regular giving support and advices
for business operation of management team via CEO. On the other hand, CEO shall be responsible
for management under the scope of authority empowered by the Board of Directors.

3. The Company clearly separated the roles, duties and responsibilities among the Board of Directors,
the Executive Committee and executives by specifying (in writing) the scope of authority, duties

and financial limit that each level of management can approve.

4. The Company set good practices relating to the code of conduct of the directors, executives and
employees in order to use as the principle of business operation. During their operations, all directors
and executives must comply with this principle which is disseminated via the Companys website.

5. At least four meetings of the Board of Directors of the Company were regularly held per year

in order to consider normal agendas of each quarter. Meanwhile, a monthly meeting of the
Executive Committee was held in order to approve operational budget, acknowledge the
Companys performance and management as well as dividing authority for other committees as
per their scope of responsibilities. Such Committee shall screen information and monitor operations

in order to promote efficiency and timeliness of the management and business operation.

6. Every year, at least one performance appraisal of directors was arranged in line with the
Self-Assessment Program of the Director improved by the Corporate Governance Center of SET.
Moreover, the members of the Board of Directors can use this performance appraisal as a guideline
to develop their future performance.

Due to the fact that all members of the Board of Directors are qualified and highly competent, and

devote their time in fulfillment of their management roles with excellent performance, the Board of Directors
has not specified the term limit for an independent director and the limit on the number of board seats or
directorship in listed companies in the Corporate Governance Policy. Although, the Company does not
establish the Corporate Governance Committee, there the Corporate Affairs Department shall serve as an internal

unit with the roles and responsibilities to ensure that the Companys businesses are operated in accordance
with the laws and related regulations; the compliance with Corporate Governance Policy, Good Governance,
the Code of Business Conducts, etc.; as well as to directly report the Board of Directors concerning the
Corporate Governance conduct.

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