Page 89 - Mono Technology Public Company Limited : Annual Report 2014 EN

As of December 31, 2014 the Board of Directors was comprised of nine members: three members were
executive directors (Executive Director is defined as the top-four executives next to Chief Executive Officer)

and six members were non-executive Directors. Among those six members of the non-executive directors,
three members were the independent directors and the members of Audit Committee. Meanwhile, three
members of executive directors were comprised of the Chief Executive Officer, the Chief Marketing Officer and
Chief Financial Officer. For the structure of Board of Directors, one-third of the total number of the Board of

Directors are independent directors to ensure the checks and balances in voting as well as in the management
of executives for the best benefit of the Company. In addition, the number of the Companys independent
directors is in line with the SECs regulations requiring one-third of the total number of the Board of Directors
must be independent directors.

2. 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 becoming a public company limited 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 in the Annual General Meeting of Shareholders.

Aside from retirement due by rotation, the directors shall retire due to:

• Passing Away

• Resignation

• Qualifications fall short of the criteria or incompatibility as specified by law

• Resolution to be removed by the Annual General Meeting of Shareholders which require not less
than three-fourths of the number of shareholders attending the meeting and having the right to
vote. Total number of shares shall be not less than a half of shares held by shareholders attending
the meeting and having the right to vote.

• Order by the Court to resign

3. Persons to be appointed as independent directors must possess qualifications as required by
SEC, CMSB and SET.

4. At least one-third, but not less than three members of the Companys Board of Directors must be

independent directors.
5. The Chairman shall be elected by the Board of Directors, while the Chief Executive Officer shall

be nominated by the Nomination and Remuneration Committee.

6. The Companys directors and executives can hold directorships or executive positions in the Company
subsidiaries or other companies but these positions must be in accordance with the guidelines of SEC,
CMSB, SET and other related agencies. Also, this matter must be disclosed to the Board of Directors
meeting. However, the Chief Executive Officer has been limited to hold a board seat or directorship

in not more than one listed company (excluding the Company and its subsidiaries). This matter must
be approved by the Board of Directors.

7. Company Secretary has been appointed by the Board of Directors to provide legal and regulatory
advice to the Board, take care of the Boards administrative activities, monitor compliance with
the Boards resolutions, and communicate with the shareholders, SEC, SET and other concerned

regulatory agencies. 89