Page 125 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

amended, the Director must not possess any prohibited characteristics or exhibit any traits that would
compromise their ability to effectively manage a publicly traded business.
3. The Director of the Company may hold director positions in other companies, as long as it does not hinder
the performance of their duties with the Company and is in compliance with the guidelines established by
the Office of the Securities and Exchange Commission (SEC Office) and the Stock Exchange of Thailand
(SET). Any such additional directorship positions must be reported to and acknowledged by the Board of
Directors. Furthermore, Directors are prohibited from engaging in business activities that are of the same
nature or in competition with the Company, and from becoming partners or serving as directors in other
entities that operate in the same industry or compete with the Company, unless the appointment is
approved by the Board of Directors prior to the resolution.

The Nomination and Appointment of Directors

1. The Nomination and Compensation Committee is responsible for identifying and selecting qualified
candidates by considering recruiting persons who are suitable in terms of knowledge, experience, and
abilities that are beneficial to the business of the Company, and in line with the Company's business
direction, then proposing through the Board for election at the shareholders’ meeting or appointment by
the Board according to the Company’s articles of association.

2. The Nomination and Compensation Committee is responsible for reviewing, on an annual basis, the skills
and characteristics required of directors in light of the Board’s composition and the Company’s current
and future business and strategic directions. The Committee must develop a Board Skill Matrix to identify
gaps in the Board’s current profile and make recommendations accordingly. In conducting this review, the
Committee will also consider diversity in terms of skills, knowledge, independence, age, and gender.

3. In determining whether to recommend a director for re-election, the Nomination and Compensation
Committee will consider relevant factors such as the director’s performance, history of attendance at and
participation in meetings, and other contributions to the activities undertaken by the Board.
4. To identify director candidates, the Nomination and Compensation Committee may use the following
sources:

(1) Directors may propose a candidate.

(2) An external consultant.
(3) Thai Institute of Directors (IOD) list of Chartered Directors in line with the qualifications identified by
the Securities and Exchange Commission, and the Stock Exchange of Thailand.

(4) Allowing minority shareholders to propose a qualified person through the Company’s website in
accordance with the criteria and procedures specified by the Company.

5. The appointment of members of the Board shall comply with the Company’s articles of association and all
relevant laws in Thailand. Selection of the directors shall be transparent and clear, and processed through
the Nomination and Compensation Committee.

Part 2 page 2