directors conform with Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559 and are stricter than minimum requirements imposed by Notification of the Capital Market Supervisory Board regarding shareholding limit in the company at not more than 0.5 percent. The definition of the independent director has been disclosed in the Good Corporate Governance Handbook and the company’s website. Independent directors will have access to sufficient financial and business information to express their independent opinions freely in the best interest of stakeholders and prevent possible conflicts of interest involving the company, the management, executive directors and/or major shareholders. 3. Director Selection and Appointment The Board of Directors appoints and assigns the Nomination and Remuneration Committee to select and nominate individuals with suitable qualifications to serve as directors of the company. Under the principles and processes that are transparent and fair, candidates will be considered based on complete qualifications and not having prohibited characteristics according to relevant laws and regulations, such as the Public Limited Companies Act 1992, the Securities and Exchange Act 1992, the Organic Act on Anti-Corruption 2018, Notification of the Capital Market Supervisory Board on Principles of Good Corporate Governance for Listed Companies 2017 (CG Code), principles and regulations of the SEC Office and the Stock Exchange of Thailand, the company’s Good Corporate Governance Handbook, along with its regulations on independence and conflict of interest. All directors are subjected to Duty of Care, Duty of Loyalty. In addition, candidates will be selected from the Director’s Pool, comprising highly qualified persons encompassing a broad range of areas of expertise that will be beneficial to the company’s business operations as well as to ensure Board Diversity, including the proportion of female directors, as well as independence, diversity of skills of the Board of Directors with a wide range of skills, knowledge, expertise, experience and specialized knowledge that correspond with the Board Skills Matrix. This is to ascertain that the composition of the Board is sufficiently diverse, suitable, and in alignment with and is able to contribute effectively to the implementation of the company’s strategies and goals at this time and in the future. Appointment of directors to vacant positions due to retirement by rotation The company encourages shareholders to propose a list of candidates who have the qualifications prescribed by the law and as specified by the company for the director selection process. An announcement will be made on the company’s website prior to the date of the shareholders’ meeting. The Nomination and Remuneration Committee shall select and nominate a list of candidates that meet the qualifications as prescribed by the law and the criteria, for submission to the Board of Directors for approval before the list of nominees go before the annual general shareholders’ meeting for consideration and election. The appointment of each director must be approved by more than half of the total votes of the shareholders attending. • Appointment of director to vacant positions for any reason other than retirement by rotation The Nomination and Remuneration Committee shall select and nominate a candidate who has qualifications as prescribed by the law and criteria and put the nominee before the Board of Directors which shall appoint the nominee to fill the vacant director post. The new director shall serve the remainder of the predecessor’s term. • Appointment of subcommittees The Board of Directors has appointed four subcommittees: Audit Committee, Nomination and Remuneration Committee, Corporate Governance and Sustainability Committee and Risk Management Committee. Each subcommittee consists of members who have suitable expertise for the respective functional requirements. Members of these subcommittees serve a 3-year term and are tasked with screening and scrutinizing work assignments from the Board. The scope of duties and responsibilities of subcommittee members shall be in accordance with the charter of their respective subcommittee. All subcommittees report the results of their work assignments or progress status to the Board of Directors’ meetings on a regular basis, and annually disclose in Form 56-1 One Report, listing the names members of subcommittees, their responsibilities, meeting attendance as shown in the Board of Directors and Subcommittee Meetings section Page 258-259. 197 Corporate Governance Policy 56-1 ONE REPORT 2023
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