Page 86 - Mono Technology Public Company Limited : Annual Report 2013

8. Not operating any business that is of the same nature as or that significantly competes with the business of
the Company or subsidiaries as well as not being a significant partner in a limited company, an executive

director, employee, staff, advisor receiving regular salary or a person holding over one percent of the total
number of shares with voting rights of other companies which operate the same type of business and which
significantly competes with the Company’s and the subsidiaries’ business operation.

9. Not having any characteristics that prohibit the expression of independent opinion towards the Company’s
business operation.

Audit Committee

The Audit Committee comprises of at least three independent directors who serve a term of three years

since the appointment date. The Company set policy of selection of the Audit Committee and independent
director that is in line with the Notification of CMSB No. Tor Chor. 28/2551 Re: Application for Permission and
Grant Permission to Offer Newly Issued Shares, dated December 15, 2008 (as well as the amendment), with
following details:

1. They must be appointed by the Board of Directors or the shareholders’ meeting (as the case may be)

2. They must possess qualifications of independent directors as mentioned above and;

2.1 They shall not be directors delegated by the Board of Directors to make decision on operations of

the Company, subsidiaries, subsidiaries at the same level, major shareholders or controlling person of
the Company and;

2.2 They shall not be directors of subsidiaries or same-level listed subsidiaries.

In addition, at least one of independent director assuming the position of the Audit Committee must have
sufficient knowledge and experience in accounting or finance to perform reviewing the creditability of financial
statements. Meanwhile, business-related business, specialized expertise relating to business and the Code of
Ethics of the said member of Audit Committee shall be taken into account.

Based on the criteria and methods of the appointment of the Board of Directors, the retiring members

of the Audit Committee shall be re-elected. In cases of vacancy for the member of Audit Committee due to
other reasons aside from retirement by rotation, the Board of Directors shall appoint those possessing complete
qualification to be the member of Audit Committee in order to replace the vacant position as specified by
the Board of Directors. The replacement member will serve only the remaining term of the Audit Committee

member whom he/she replaces.

Composition and Appointment of the Executive Committee

The Board of Directors shall appoint the Executive Committee from the Company’s directors or high-ranking
executives who can perform management of the Company’s normal business activities and can formulate policy,

business plan, budget and management structure as well as auditing and monitoring the Company’s operation
results according to the policy specified by the Board of Directors.

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