Page 74 - Mono Technology Public Company Limited : Annual Report 2013

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 Chief Executive Officer 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.

• The Audit Committee must be established to help the Board of Directors to review all financial
reports of the Company to ensure accuracy and disclosure adequacy. The Audit Committee also
reviews the suitability and efficiency of the internal control and audit systems as well as ensuring

that all Company’s operations are complied with the Company’s regulations and policies as well as
all applicable laws and notifications.

• The Nomination and Remuneration Committee must be established to be responsible for
nominating persons, with suitable qualification to be the Company’s directors and proposing
the Board of Directors or the Annual General Meeting of Shareholders (as the case may be) to consider

those qualified persons for appointment as directors. Also, they must be responsible for considering
the appropriate remuneration for the directors and high-ranking executives as well as the employment
contract of high-ranking executives and overall rate for their salary increase. Consequently,
the Board of Directors shall consider approving the remuneration of high-ranking executives and

overall rate for salary increase. Nevertheless, the Annual General Meeting of Shareholders shall
have the right to approve the remuneration for the directors.

• A Risk Management Committee must be also established to evaluate risks to the Company
business operation.

(2) The Chairman of the Nomination and Remuneration Committee must be an independent director
and at least one member of Nomination and Remuneration Committee must also be an independent

director.

5.3 Roles and Responsibilities of the Board of Directors

The Separation of duties of policy establishment and regular task management

The Board of Directors considered and decided to clearly separate duty and responsibility for policy
establishment and regular task management. The Chairman of the Board of Directors shall not the
same person as the Chief Executive Officer. The Chairman of the Board of Directors is the leader who

takes an important role to make decision on the Company’s policy according to the meeting of
the Board of Directors that joins hands with the management team to consider and define business
target. The Chairman of the Board of Directors is also the head to effectively run the meeting
of the Board of Directors by encouraging all directors to take part in the meeting through freely

expressing their opinion as well as to act as the Chairman of Annual General Meeting of Shareholders.
The Chairman of the Board of Directors shall not engage in the management of regular works, but
giving supports and suggestions for business undertaking by the management team through the

68