Page 74 - Mono Technology Public Company Limited : Annual Report 2014 EN

Authorized Directors

Two out of top-four directors which are Mr. Pete Bodharamik, Mr. Soraj Asavaprapha, Mr. Navamin
Prasopnet and Mr. Sang Do Lee are authorized to collectively sign with the Companys seal affixed.

Terms of Office

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 registration of a public limited company 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.

Authority, Duties and Responsibilities of Board of Directors

1. To perform his/her duties in compliance with the laws, objectives and Articles of Association of the
Company as well as the resolutions passed by the shareholders meeting based on responsibilities,
reasonable diligence and integrity.

2. To consider, specify details and give approval towards vision, business strategies, direction, policy,

guidelines, work plan and budget of the Company and subsidiaries as per details arranged by the
Executive Committee and the Management Team. There shall be a review of those topics annually.

3. To supervise and monitor management and performance of the Executive Committee, the Chief
Executive Director, the Management Team or others who were assigned to perform such duties in

order to ensure the compliance with the policy established by the Board of Directors.

4. To continuously monitor the Companys performance to ensure the compliance with the
Companys work plan and budget.

5. To lead and control the Company and subsidiaries to employ appropriate and efficient accounting

system as well as providing internal control and internal audit systems.

6. To designate the relevant units to arrange the statement of financial position and the statement of
comprehensive income as of the end of fiscal year and sign off to certify such financial documents
before presenting to the Annual General Meeting of Shareholders for asking approval.

7. To give opinion toward nomination, appointment, and termination of services of the auditor as
well as considering appropriate remuneration presented by the Audit Committee before proposing
the Annual General Meeting of Shareholders to consider approving.

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