Selection of Directors and Executives
The Board of Directors of the Company will appoint its representatives from the Board to be Nominating Committee to select qualified candidates for directors and President of the Company as appropriated to each case. The Board of Directors of the Company has a resolution to approve the right of its individual shareholders to propose candidate’s names to the Nominating Committee for initial consideration prior to proposing to the Board of Directors. The Board, then, considers and specifies the names of the selected candidates on the shareholders’ meeting date. In accordance to the Company’s Articles of Association, the Board of Directors shall consist of at least 5 directors, and not more than 11 directors, selected by the shareholders’ meeting and the Board of Directors will select Chairman and may select Vice President, including President & CEO and other positions
as appropriate among the Directors. And may select and appoint a director as President & CEO and may
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select Vice President, including Managing Director, and other positions as appropriated. No less than half of the Company’s Directors shall have residence in Thailand. The nomination of the Company’s Directors performed by the shareholders’ meeting is based on the following criteria: 1. Each shareholder has one vote per share. 2. All shareholders shall exercise all their voting points stated in No.1 to elect a director or directors under the condition that the amount of voting points cannot be allocated to any specific director to receive many or less voting points. 3. The directors with the highest voting points and the runners-up shall be elected as directors. The number of elected directors must be equal to the required numbers of the election. In the case when the number of the runners-up with equal voting points is greater than that of the required director number of the election, the Chairman shall have to cast final vote.