Shareholding Structure and Management
BTS Group Holdings Public Company Limited (formerly Tanayong Public Company Limited)
7.3.3 Nomination and Removal of the Directors of the Company From 28 May 2009, the Board of Directors has appointed the Nomination Committee to be responsible for nominating new Directors. The appointment and removal of the Company’s Directors are to be in line with the regulations and procedures stipulated by the Company’s Articles of Association as follows: 1. In every Annual General Meeting of Shareholders, at least one-third (1/3) of the Directors shall retire by rotation. If the number of Directors to retire by rotation is not divisible by three, the number of Directors closest to one-third (1/3) of all Directors shall retire. The Directors who retire by rotation are eligible for re-election. 2. The election of Directors at the shareholders’ meeting shall be in accordance with the following rules and procedures: 2.1 Each shareholder shall have one vote for one share. 2.2 Each shareholder shall use all of his or her votes to elect one or several persons as
a Director. However, he or she may not divide his or her votes among candidates. 2.3 The persons who receive the most votes in descending order will be elected as Directors up to the number of Directors that are to be elected at that meeting. In the event that the persons being elected have equal votes and their election would exceed the number of Directors required to be elected at that meeting, the Chairman of the meeting shall have a casting vote. 3. Apart from retirement by rotation, the Directors shall resign in case of: 3.1 death; 3.2 resignation; 3.3 lack of qualifications or possession of prohibited characteristics according to the Public Limited Companies Act B.E. 2535 (1992); 3.4 removal by a resolution of a shareholders’ meeting; 3.5 removal by court order. 131