Board of Directors and Charters

Independent director means director who is independent from executives and major shareholders’ control. The independent director shall not have vested interests or relations with the executives’ decisions. Qualifications of the independent director are as follows:

1. Not holding more than 0.5% of the total outstanding voting shares of the Company, its parent company, subsidiary or affiliated company, major shareholders or controlling person including shares held by related persons of the independent director
2. Neither being nor having been an executive director, officer, employee, controlling person or advisor who receives a salary from the Company, its parent company, subsidiary, a same-level subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two years prior to the date of appointment
3. Not being a person related by blood or registration under law, such as a father, mother, spouse, sibling, or child, including spouses of children of directors, executives, major shareholders, controlling persons, or persons to be nominated as directors, executives or controlling persons of the Company or its subsidiaries
4. Not having nor having had a business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, in a manner which may interfere with his or her independent judgment, and neither being nor having been a substantial shareholder or controlling person of any entity having business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two years prior to the date of appointment
   The term ‘business relationship under the above paragraph includes any normal business transaction, rental, or lease of immovable properties, transaction relating to assets or services, or grant or receipt of financial support through receiving or extending loans, guarantee, providing assets as collateral, including any other similar action whose value exceeds 20 MB or more than 3% of the net tangible assets, whichever is lower. The value of each transaction is based on the calculation method for the values of connected transactions under a Notification of the Capital Market Supervisory Board Re: the rules concerning Connected Transactions. Under the regulation, all transactions occurring within a year of preceding transactions must be included in such calculation.
5. Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person nor being a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing relationship ended not less than two years from the date of appointment
6. Neither being nor having been any kind of professional advisor including a legal advisor or financial advisor who receives an annual service fee exceeding two million baht from the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and neither being nor having been a substantial shareholder, controlling person or partner of the professional advisor unless the foregoing relationship ended not less than two years from the date of appointment
7. Not being a director who has been appointed as representative of the Company’s directors, major shareholders, or shareholders who are related to the Company’s major shareholders
8. Not conducting any businesses which have the same nature as or in competition with the Company’s or its subsidiaries or neither being a substantial partner, executive director, employee, officer, or advisor who receives regular salary, shareholder holding more than 1% of the voting shares of businesses which have the same nature as or in competition with the Company or its subsidiaries
9. Not having any characteristics that could prevent him/her from giving independent opinions concerning the Company’s operation
   Independent directors may be assigned by the board to make decisions about the operation of the Company, its parent company, subsidiaries, associated companies, a same-level subsidiary, major shareholders or controlling person in an organization’s collective decision.
   Independent directors should exert free discretion on business matters and express their views on or objection to cases affecting shareholders’ equitability.

Independent director means a director who is not involved in management and holds no financial stake in the company.

In other words, it operates independently from the major shareholder or group of major shareholders and executives of the Company.

1. Not holding more than 1% of the total outstanding voting shares of the company, its parent company, subsidiary or affiliated company, major shareholders or controlling person including shares held by related persons of the independent director
2. Neither being nor having been an executive director, officer, employee, controlling person or advisor who receives a salary from the company, its parent company, a same-level subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not and less than two years. However, such prohibited characteristics must not include cases in which the independent director who has previously served as a government official or an advisor to a government agency that holds a significant major shareholder or the controlling person of the company
3. Not being a person related by blood or registration under law, such as a father, mother, spouse, sibling, or child, including spouses of children of directors, executives, major shareholders, controlling persons, or persons to be nominated as directors, executives or controlling persons of the company or its subsidiaries
4. Not having nor having had a business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, in a manner which may interfere with his or her independent judgment, and neither being nor having been a substantial shareholder or controlling person of any entity having business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two years
   The term ‘business relationship under the above paragraph includes any normal business transaction, rental, or lease of immovable properties, transaction relating to assets or services, or grant or receipt of financial support through receiving or extending loans, guarantee, providing assets as collateral, including any other similar action whose value exceeds 20 MB or more than 3% of the net tangible assets, whichever is lower. The value of each transaction is based on the calculation method for the values of connected transactions under a Notification of the Capital Market Supervisory Board Re: the rules concerning Connected Transactions. Under the regulation, all transactions occurring within a year of preceding transactions must be included in such calculation.
5. Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person nor being a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing relationship ended not less than two years
6. Neither being nor having been any kind of professional advisor including a legal advisor or financial advisor who receives an annual service fee exceeding two million baht from the company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and neither being nor having been a substantial shareholder, controlling person or partner of the professional advisor unless the foregoing relationship ended not less than two years
7. Not being a director who has been appointed as representative of the company’s directors, major shareholders, or shareholders who are related to major shareholders
8. Not conducting any businesses which have the same nature as or in competition with the company’s or its subsidiaries or neither being a substantial partner, executive director, employee, officer, or advisor who receives regular salary, shareholder holding more than 1% of the voting shares of businesses which have the same nature as or in competition with the company or its subsidiaries
9. Not having any characteristics that could prevent him/her from giving independent opinions concerning the operation
   Independent directors may be assigned by the board to make decisions about the operation of the company, its parent company, subsidiaries, associated companies, a same-level subsidiary, major shareholders or controlling person in an organization’s collective decision.

Independent directors are non-executive directors that are independent by meeting at least 4 of the 9 criteria (of which at least 2 of the 3 first criteria) listed below:

1. The director must not have been employed by the Company in an executive capacity within the last year.
2. The director must not accept or have a “Family Member who accepts any payments from the Company or any parent or subsidiary of the Company in excess of $60,000 during the current fiscal year” other than those permitted by SEC Rule 4200 Definitions, including i) payments arising solely from investments in the Company's securities; or ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.
3. The director must not be a “Family Member of an individual who is […] was employed by the Company or by any parent or subsidiary of the Company as an executive officer
4. The director (must not be and must not be affiliated with a company that is) an advisor or consultant to the Company or a member of the Company’s senior management
5. The director must not be affiliated with a significant customer or supplier of the Company.
6. The director must have no personal services contract(s) with the Company or a member of the Company’s senior management
7. The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.
8. The director must not have been a partner or employee of the Company’s outside auditor during the past years.
9. The director must not have any other conflict of interest that the board itself determines to not be considered independent