Page 75 - Mono Technology Public Company Limited : Annual Report 2013

Chief Executive Officer. Typically, the Chief Executive Officer is responsible for management under
the scope of authority assigned by the Board of the Directors.

Moreover, the Chairman of the Board of Directors is not the Chairman or a member of any committee
in order to truly promote the independency of the committee.

5.4 Board of Directors’ Meeting

(1) The meeting of the Board of Directors shall be scheduled in advance and at least four meetings must
be held per year (once every three months). The regular agenda for each meeting shall be clearly
defined, such as the consideration of the financial statements reviewed or audited by auditors. The
Chairman of the Board of Directors, Chief Executive Director and directors shall jointly consider the

importance and necessity for inclusion of the other agenda items. In case where the Board of Directors’
meetings are not held every month, the Company shall prepare a monthly report of its performance
for the Board of Directors so that they can continuously monitor and control the performance of the
management unit.

(2) The Executive Committee shall meet approximately once every month to review the Company’s

performance and management.

(3) All committees can hold meetings to approve matters, within authority and power assigned by the
Board of Directors and the Company Secretary shall act as the coordinator.

(4) Details of the meeting and supporting documents shall be sent to each director in advance of the
meeting date. The documents shall be concise. In cases where details of the agenda cannot be
disclosed in writing, the confidential issue shall be brought up for discussion during the meeting.

(5) The meeting of non-executive directors, without the presence of the management team can be

arranged as appropriate. The Company Secretary shall act as the coordinator and inform the
executive directors of the meeting result.

(6) Directors can access additional information via the Chief Executive Officer, the Company Secretary
or the executives designated as a contact person.

(7) Executives of the Company and other related persons shall attend the meeting of the Board of Directors
to present information and details to support the Board’s accurate and timely decision-making.

5.5 Self Assessment by the Board of Directors

(1) The Board of Directors promotes assessment of the Board as a whole at least once a year so that their

performance can be improved upon accordingly. The topic of assessment shall be clearly defined
before the assessment which can be divided into two parts as follows:

(a) Assessment of performance of each member of the Board of Directors; and

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