Page 90 - Mono Technology Public Company Limited : Annual Report 2014 EN

5.2 Committees

1. The Board of Directors can establish committees to assist in the study and screening of

special tasks. The qualifications and scope of work of each committee shall be clearly defined.

• The Executive Committee must be appointed to formulate policies and make decision on

important tasks. The Executive Committee shall carefully consider various matters before
presenting to the Board of Directors for approval as well as checking and following up the
policy implementation and management of the Company in compliance with the assignment
of the Board of Directors.

• The Chairman of the Board of Directors and the Chairman of Executive Committee must not
be the same person for check and balance purposes by means of separation of supervision
and management roles. The Chairman of the Board of Directors is the director without
executive management role; he is the leader of the directors, with the responsibility of being

the Chairman in the meeting of the directors and the Annual General Meeting of Shareholders.
On the other hand, the Chairman of Executive Committee who is the head and leader of the
Companys executives shall perform his management role for the Board of Directors in order
to achieve the specified work plans.

• The Audit Committee must be established to help the Board of Directors to review all financial
reports of the Company to ensure accuracy and disclosure adequacy. The Audit Committee
also reviews the suitability and efficiency of the internal control and audit systems as well as
ensuring that all Companys operations are complied with the Companys regulations and

policies as well as all applicable laws and notifications.

• The Nomination and Remuneration Committee must be established to be responsible for nom-
inating persons, with suitable qualification to be the Companys directors and proposing the
Board of Directors or the Annual General Meeting of Shareholders (as the case may be) to

consider those qualified persons for appointment as directors. Also, they must be responsible
for considering the appropriate remuneration for the directors and high-ranking executives as
well as the employment contract of high-ranking executives and overall rate for their salary

increase. Consequently, the Board of Directors shall consider approving the remuneration of
high-ranking executives and overall rate for salary increase. Nevertheless, the Annual General
Meeting of Shareholders shall have the right to approve the remuneration for the directors.

• A Risk Management Committee must be also established to evaluate risks to the Company

business operation.

In addition, each committee shall hold the meeting for performance appraisal or policy revision at
least once a year.

2. The Chairman of the Nomination and Remuneration Committee must be an independent
director and at least one member of Nomination and Remuneration Committee must also be an
independent director.

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