Page 72 - Mono Technology Public Company Limited : Annual Report 2013

(4) The Report of the Board of Directors’ Responsibilities for Financial Statement must be presented together
with the auditor report in the Company’s annual report (Form 56-2).

(5) The Company shall disclose the summary of approved corporate governance policy and the result of compliance
with this policy in the Company’s annual statements (From 56-1) and annual reports (Form 56-2).

Currently, the Company has not established the specific unit to be responsible for investor relations because

a small number of investor relations activities have been seen. However, the Chief Executive Officer is

assigned to be responsible for communicating with institutional investors, shareholders, analysts and relevant

government agencies.

5. Responsibilities of the Board of Directors

5.1 Structure of the Board of Directors

(1) The Board of Directors is divided into two groups.

Group 1: Characterized by their executive management roles:

• Directors with executive management roles

• Directors without executive management roles

Group 2: Characterized by independency

• Independent Director

• Non-independent Director

As of December 31, 2013, the Board of Directors was comprised of nine members: three members
were executive directors and six members were non-executive directors. (“The executive directors”
is defined as top-four executives, next to the Chief Executive Officer.) 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 Company’s independent directors is in
line with the SEC’s regulations requiring one-third of the total number of members 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.

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