Page 106 - Annual Report 2015 - Mono Technology Public Company Limited

Recruitment of new directors shall be completed by the selection from various sources including director pool of creditable institutes or agencies. In case of no persons from such director pool be qualified for assuming the position of director, Professional Search Firm service shall be taken and the relevant expenditure shall be responsible by the Company.
However, the appointment of new directors must be approved by the meeting of the Board of Directors and/or the shareholders’ meeting (as the case may be). In addition, the Company’s Articles of Association requires that the directors shall be elected at the shareholders’ meeting as per these following criteria and procedures.
1. Oneshareisentitledtoonevote.
2. Eachshareholdermustexercisevotesasper(1) above to elect one or several directors but cannot separate the votes among directors.
3. Personswhoreceivethelargestnumberofvotes, in descending order, shall be elected to be the directors until the vacancies are filled. In the event of persons receiving equal votes and exceeding the number of vacancies to be filled, the Chairman of the meeting shall cast the vote to make the final decision.
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.
Composition and Appointment of Independent Directors and Audit Committee
Independent Directors
As specified by the Company, at least one-third, but not less than three members of the Company’s Board of Directors must be independent directors which shall be appointed by the Board of Directors or the shareholders’ meeting (as the case may be).
Based on the criteria of the selection of the Board of Directors, those who will be appointed to be independent directors shall possess qualifications, without prohibited characteristics of directors according the Public Limited Companies Act and law on securities and exchange, as well as relevant notifications, requirements and/or regulations. Qualifications of independent directors will be considered from their independence factor, educational qualification, specialized expertise, working background and other preferable characteristics. Moreover, the independent director candidates shall be considered independent from executive team and major shareholders. Well qualified candidates for being independent directors shall be presented to the shareholders’ meeting for consideration. In cases of vacancy for independent directors before the end of their term of office, the Board of Directors shall appoint those possessing complete qualifications to be the independent directors in order to replace the vacant position. The replacement member will serve only the remaining term of indepedent directors whom he/she replaces.
Qualifications of independent directors as specified by the Board of Directors are as follows:
1. Holding not more than one percent of shares (with voting right) of the Company, holding company, subsidiaries, associated company, a major shareholder or controlling person of the Company, which shall be inclusive of the shares held by any related person of such independent director.
2. Neither being nor having been an executive director, employee, staff or advisor receiving regular salary or controlling person of the Company, holding company, subsidiaries, associated company, subsidiaries of the same level or a major shareholder or controlling person of Company, unless the foregoing status has ended for more than two years prior to the date of submitting the application to the Securities and Exchange Commission (SEC). This condition does not include an independent director who used to be a government officer or advisor to any government agencies who is a major shareholder or controlling person of the Company.
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Mono Technology Public Company Limited