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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. PersonstobeappointedasindependentdirectorsmustpossessqualificationsasrequiredbySEC,CMSBandSET.
4. Atleastone-third,butnotlessthanthreemembersoftheCompany’sBoardofDirectorsmustbeindependentdirectors.
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 Company’s 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 Board’s administrative activities, monitor compliance with the Board’s resolutions, and communicate with the shareholders, SEC, SET and other concerned regulatory agencies.
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 Company’s executives shall perform his management role for the Board of Directors in order to achieve the specified work plans.
Annual Report 2016
Mono Technology Public Company Limited 81