PTT: Annual Report 2011

Page 142

(1) Each shareholder has one vote per share held. (2) Each shareholder exercises all votes applicable under (1) in electing one or more persons as Directors but cannot allocate only part of the votes to any candidate. (3) Candidates with the most votes are to be appointed Directors up to the number open at a given meeting. (4) If more candidates receive equal votes than the number of Directors required, the Chairman of the meeting must cast a deciding vote. 3. At every AGM, one-third of the Directors, or if this number is not a multiple of three, then the number nearest to one-third, must retire. The names of the Directors to retire "&& drawn by lots. For subsequent years, those with the longest terms must retire. 4. If a post is vacated because of reasons other than term Z ” "&&Q Z

except when the vacated director position has less than two months left. A new director must get at least three-quarters of the votes by the remaining directors and must remain in 5. Any Director wishing to resign may submit a resignation letter to PTT. The resignation is to be effective on the date that PTT receives the letter. ^ > – before the expiry of their terms, a three-quarter vote of eligible shareholders present at the meeting is required, provided that the number of shares represented by the threequarter votes is at least half of the total number of shares represented by the total number of eligible shareholders present at the meeting. 5.5 QualiďŹ cations of Directors

PTT Public Company Limited

Annual Report 2011

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including appointments due to their positions and those due to acting assignments “ > ” announcement of SET governing the characteristics and scope of operation of audit committees “ < #

of the law by negligence or petty crimes “ – position required by law “ –

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a position because of malfeasance “ – ” a shareholder of a juristic person where the state enterprise in question holds shares. Exceptions apply to directors of employees, or wage earners with positions or position salaries for centralized governments, provincial governments, local governments or other government units. Also, such stateenterprise directors hold no more than 0.5% of the paid-up capital of the state enterprise in which they serve as directors or juristic persons where the state enterprise in question holds shares “ # state enterprise in question holds shares. Exceptions apply when the board of directors of that state enterprise appoints them as directors or other positions in the juristic person “ authorized managers or hold vested interests in a juristic person that serves as a concessionaire, a joint venture or ones with vested interests in the affairs of the state enterprise in question. Exceptions apply for the board chairman, director, or manager assigned by that state enterprise.

” ” characteristics under the Public Company Limited Act and 5.6 QualiďŹ cations of Independent Directors ÂŁ – = As recommended by the Corporate Governance Committee, ~‚ ^€ ]{{\ ? Z resolutions, including: directors in line with, and more stringent than, the criteria “ ^_ of SEC and SET as follows:

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