Page 75 - Mono Technology Public Company Limited : Annual Report 2014 EN

8. To arrange the written policy of corporate governance as per Principle of Good Governance as
well as effectively implementing this policy in order to ensure the Companys responsibilities toward

all stakeholders, with fair treatment.

9. To consider approving the appointment of persons having required qualifications, without prohibited
characteristics according to Public Limited Companies Act, B.E. 2535 (as well as the amendment),
Securities and Exchange Act, B.E. 2535 (as well as the amendment), and relevant notifications,

requirements and/or regulations to assume the position of directors in cases of vacancy for directors
due to other reasons other than retirement by rotation. The Board of Directors shall consider and
give approval on appointment of new directors to replace directors retiring due by rotation as well
as specifying the remuneration for directors as presented by the Nomination and Remuneration

Committee before proposing the Annual General Meeting of Shareholders to consider approving.

10. To appoint committees, such as the Audit Committee, the Executive Committee, the Good
Corporate Governance Committee, the Nomination and Remuneration Committee and the Risk
Management Committee, or other committees as well as defining authority and duties of those

committees in order to support the performance of the Board of Directors.

11. To specify and change names of authorized directors.

12. To consider the appointment of executives according to the specification and definition by SEC

or CMSB and the Company Secretary as well as specifying remuneration of those executives as
presented by the Nomination and Remuneration Committee.

13. To ask for external professional associations opinion to support their precise decision making.

14. To encourage the Companys directors and executives to participate in seminars organized

by Thai Institute of Directors (IOD), particularly seminars which are relevant to the directors and
executives duties and responsibilities.

However, the delegation of authority and responsibilities shall not be made in the manner that the
Board of Directors or other persons delegated or sub-delegated by the Board of Directors enable to approve
transaction, which they or others may have stake in, or receive benefit, or have conflicts of interest (as defined
by the notifications of SEC or CMSB) with the Company or subsidiaries, except for approval of transaction

according to the established policy and criteria approved by the Annual General Meeting of Shareholders or
the Board of Directors.

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