Page 87 - Mono Technology Public Company Limited : Annual Report 2013

Composition and Appointment of the Nomination and Remuneration

Committee

Some directors of the Company shall be appointed as the Nomination and Remuneration Committee and
one-third of the total number of the Nomination and Remuneration Committee must be the independent director

and the Chairman of the Nomination and Remuneration Committee must be the independent director.

Composition and Appointment of the Risk Management Committee

The Board of Directors shall appoint the Risk Management Committee by selecting from the Company’s
directors or high-ranking executives in both business and supporting units to be responsible for considering risk-related

issues of the Company.

Control of Subsidiaries and Associated Companies’ Business

Operations

The Company’s Board of Directors shall be responsible for business management and operation of
the Company as well as the operation of subsidiaries in compliance with our main business plan, resolutions
of shareholders, laws as well as objectives and Articles of Association of the Company. The Board of Directors
must control the operations of the Company and subsidiaries to comply with the regulations of SET, through

the supervision of Board of Directors in order to control, manage and be responsible for the operation of the
Company and subsidiaries, with details summarized as follows:

1. The Board of Directors sets the policy to appoint their representative to be the director or executive of
subsidiaries and associated companies in order to monitor the operation of such companies to be in line
with the Company’s policy.

2. The Board of Directors continues to monitor the operation of subsidiaries or associated companies and sets
guidelines to control the operation of such companies for a person who was appointed as the director or

executive.

3. The Board of Directors continues to control the business operation of subsidiaries or associated companies
to meet the approved business policy, goals, operation plan, strategy and budget.

4. The Board of Directors considers designing the organization structure and management of subsidiaries or
associated companies to add their business operation efficiency and suit current business circumstances.

5. The Board of Directors shall consider approving the budget and spending for investment, operations, transactions
of acquisition or disposition of assets, borrowing from financial institutions, lending, capital increase and

decrease or business closure that may significantly affect subsidiaries or associated companies’ operations.

6. The Audit Committee shall review accuracy and reliability of financial reports, internal control system, internal
auditing works, related party transactions, compliance with related law and regulations as well as monitoring
and controlling of subsidiaries and associated companies’ operations.

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