Page 83 - Mono Technology Public Company Limited : Annual Report 2013

3. To monitor and ensure that risk management activities are in compliance with risk management policy and
guidelines as approved by the Board of Directors.

4. To specify risk measurement criteria and the Company’s risk appetite limit.

5. To set appropriate risk management measures that can cope with all different situations.

6. To review sufficiency of risk policy and management system as well as effectiveness of risk management system
and compliance with the policy.

7. The Company’s management, operation, risk status, changes and areas of improvement to keep risk

management in line with the Company’s policy and strategy must be regularly reported to the Board of Directors.

8. To appoint a working team of risk management as necessary.

9. To support the working team of risk management in terms of personnel, budget and other necessary resources
under the scope of responsibilities of the team.

Recruitment and Appointment of Directors and Executives

For the selection of persons to assume the position of the Company’s directors and executives, the
Nomination and Remuneration Committee shall be responsible for recruit and select persons to take the said
position as well as nominating names of qualified persons to the Board of Directors and/or the shareholders’

meeting (as the case may be). Persons to be appointed as directors and executives must possess complete
qualifications required by Section 68 of Public Limited Companies Act, B.E., 2535 (as well as the amendment),
Securities and Exchange Act and relevant notifications of CMSB. Moreover, their knowledge and competency

as well as working experiences shall be taken into consideration.
Details of composition and appointment of the Board of Directors/ independent directors, the Audit

Committee, the Executive Committee, the Nomination and Remuneration Committee and the Risk Management
Committee are as follows:

Composition and Appointment of the Board of Directors

The Board of Directors shall comprise no less than five members and half of them shall be resident
in Thailand. The directors need not be the Company’s shareholders.

Regarding the appointment of the Board of Directors, the Nomination and Remuneration Committee

shall be responsible for selecting persons to assume the positions in the Board of Directors by taking into account
their knowledge, competency and business-related experiences. Moreover, the Nomination and Remuneration
Committee may consider appointing the Company’s major shareholders to assume the positions in the Board
of Directors as their business experience that may be beneficial to the Company’s operation. However,
the appointment of new directors must be approved by the meeting of the Board of Directors and/or the

shareholders’ meeting (as the case may be). In addition, the Company’s Articles of Association requires that
the directors shall be elected at the shareholders’ meeting as per these following criteria and procedures.

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