Page 108 - Annual Report 2015 - Mono Technology Public Company Limited

Audit Committee
The Audit Committee comprises of at least three independent directors who serve a term of three years since the appointment date. The Company set policy of selection of the Audit Committee and independent director that is in line with the Notification of CMSB No. Tor Chor. 28/2551 Re: Application for Permission and Grant Permission to Offer Newly Issued Shares, dated December 15, 2008 (as well as the amendment), with following details:
1. They must be appointed by the Board of Directors or the shareholders’ meeting (as the case may be)
2. Theymustpossessqualificationsofindependent directors as mentioned above and;
2.1 They shall not be directors delegated by the Board of Directors to make decision on operations of the Company, subsidiaries, subsidiaries at the same level, major shareholders or controlling person of the Company and;
2.2 They shall not be directors of subsidiaries or same-level listed subsidiaries.
In addition, at least one of independent director assuming the position of the Audit Committee must have sufficient knowledge and experience in accounting or finance to perform reviewing the creditability of financial statements. Meanwhile, business-related experiences, specialized expertise relating to business and ethics of the said member of Audit Committee shall be taken into account.
Based on the criteria and methods of the appointment of the Board of Directors, the retiring members of the Audit Committee shall be re-elected. In cases of vacancy for the member of Audit Committee due to other reasons aside from retirement by rotation, the Board of Directors shall appoint those possessing complete qualification to be the member of Audit Committee in order to replace the vacant position as specified by the Board of Directors. The replacement member will serve only the remaining term of the Audit Committee member whom he/she replaces.
Composition and Appointment of the Executive Committee
The Board of Directors shall appoint the Executive Committee from the Company’s directors or high-ranking executives who can perform management of the Company’s normal business activities and can formulate policy, business plan, budget and management structure as well as auditing and monitoring the Company’s operation results according to the policy specified by the Board of Directors.
Composition and Appointment of the Nomination and Remuneration Committee
Some directors of the Company shall be appointed as the Nomination and Remuneration Committee and one-third of the total number of the Nomination and Remuneration Committee must be the independent director and the Chairman of the Nomination and Remuneration Committee must be the independent director.
Composition and Appointment of the Risk Management Committee
TheBoardofDirectorsshallappointtheRiskManagement Committee by selecting from the Company’s directors or high-ranking executives in both business and supporting units to be responsible for considering risk-related issues of the Company.
Control of Subsidiaries and Associated Companies’ Business Operations
The Company’s Board of Directors shall be responsible for business management and operation of the Company as well as the operation of subsidiaries in compliance with our main business plan, resolutions of shareholders, laws as well as objectives and Articles of Association of the Company. The Board of Directors must control the operations of the Company and subsidiaries to comply with the regulations of SET, through the supervision of Board of Directors in order to control, manage and be responsible for the operation of the Company and subsidiaries, with details summarized as follows:
1. The Board of Directors sets the policy to appoint their representative to be the director or executive of subsidiaries and associated companies in order to monitor the operation of such companies to be in line with the Company’s policy.
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Mono Technology Public Company Limited