Page 91 - Mono Technology Public Company Limited : Annual Report 2013

On the part of Corporate Affairs unit, the Company provided a communication channel to hear matters
relating to corporate governance via “CG Hotline.” During the previous year, there was no dispute

between the Company and each group of stakeholders.

4. Disclosure and Transparency

The Company accurately and completely disclosed important information, such as financial as well as

non-financial information in equitable manner according to the requirements of SET and SEC in order to
enhance the confidence of shareholders. In addition, related information was disseminated continuously
via the Company’s website.

5. Responsibilities of the Board of Directors

1. Structure of Board of Directors comprised of three independent directors from the entire number of
nine directors. The three independent directors are also in the Audit Committee of the Company, with
qualification required by SEC, CMSB and SET and independency in the management of auditing works.

2. The Board of Directors clearly separated the duties and roles of the Chairman of the Board of Directors and
Chief Executive Officer (CEO). That is to say, the Chairman of the Board of Directors shall not participate
in the normal business management, but regular giving support and advices for business operation
of management team via CEO. On the other hand, CEO shall be responsible for management under
the scope of authority empowered by the Board of Directors.

3. The Company clearly separated the roles, duties and responsibilities among the Board of Directors,
the Executive Committee and executives by specifying (in writing) the scope of authority, duties and
financial limit that each level of management can approve.

4. The Company set good practices relating to the code of conduct of the directors and executives
in order to use as the principle of business operation. During their operations, all directors and executives
must comply with this principle which is disseminated via the Company’s website.

5. At least four meetings of the Board of Directors of the Company were regularly held per year in order to

consider normal agendas of each quarter. Meanwhile, a monthly meeting of the Executive Committee
was held in order to approve operational budget, acknowledge the Company’s performance and
management as well as dividing authority for other committees as per their scope of responsibilities.
Such Committee shall screen information and monitor operations in order to promote efficiency

and timeliness of the management and business operation.

6. Every year, at least one performance appraisal of directors was arranged in line with the Self-Assessment
Program of the Director improved by the Corporate Governance Center of SET. Moreover, the members
of the Board of Directors can use this performance appraisal as a guideline to develop their future
performance.

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