Page 73 - Mono Technology Public Company Limited : Annual Report 2013

Retiring directors may be re-elected in the Annual General Meeting of Shareholders.

Aside from retirement due by rotation, the directors shall retire due to:

1. Passing Away

2. Resignation

3. Qualifications fall short of the criteria or incompatibility as specified by law

4. Resolution to be removed by the Annual General Meeting of Shareholders which requires 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.

5. Order by the Court to resign
(3) Persons to be appointed as independent directors must possess qualifications as required by SEC,

CMSB and SET.

(4) At least one-third, but not less than three members of the Company’s Board of Directors must be
independent directors.

(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 subsidiaries or other companies but directorships must be in accordance with the guidelines of
SEC, CMSB, SET and other related agencies. Also, this matter must be disclosed to in the Board of

Directors’ meeting.

(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 Chief Executive Officer must not be the same
person for check and balance purposes by means of separation of supervision and management

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