Page 84 - Mono Technology Public Company Limited : Annual Report 2013

(1) One share is entitled to one vote

(2) Each shareholder must exercise votes as per (1) above to elect one or several directors but cannot
separate the votes among directors.

(3) Persons who receive the largest number of votes, in descending order, shall be elected to be the

directors until the vacancies are filled. In the event of persons receiving equal votes and exceeding
the number of vacancies to be filled, the Chairman of the meeting shall cast the vote to make the
final decision.

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. Retiring directors may be
re-elected.

Composition and Appointment of Independent Directors and

Audit Committee

Independent Directors

As specified by the Company, at least one-third, but not less than three members of the Company’s
Board of Directors must be independent directors which shall be appointed by the Board of Directors or the
shareholders’ meeting (as the case may be).

Based on the criteria of the selection of the Board of Directors, those who will be appointed to be
independent directors shall possess qualifications, without prohibited characteristics of directors according the

Public Limited Companies Act and law on securities and exchange, as well as relevant notifications, requirements
and/or regulations. Qualifications of independent directors will be considered from their educational qualification,
specialized expertise, working background and other preferable characteristics. Well qualified candidates for
being independent directors shall be presented to the shareholders’ meeting for consideration. In cases of

vacancy for independent directors before the end of their term of office, the Board of Directors shall appoint
those possessing complete qualifications to be the independent directors in order to replace the vacant position.
The replacement member will serve only the remaining term of independent directors whom he/she replaces.

Qualifications of independent directors as specified by the Board of Directors are as follows:

1. Holding not more than one percent of shares (with voting right) of the Company, holding company,
subsidiaries, associated company, a major shareholder or controlling person of the Company, which shall

be inclusive of the shares held by any related person of such independent director;
2. Neither being nor having been an executive director, employee, staff or advisor receiving regular salary or

controlling person of the Company, holding company, subsidiaries, associated company, subsidiaries of the
same level or a major shareholder or controlling person of Company, unless the foregoing status has ended

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