Page 153 - 56-1 One Report 2022 EN
P. 153

Part 2 Corporate Governance



                       3. The Board shall be representative of all shareholders, not of a particular group of shareholders
                       4. The Board has the policy whereby the controlling shareholders of the Company are proportionally
                         represented.

                       5.  The appointment of directors must be carried out in accordance with the provisions of the Company's
                         Articles of Association and relevant legal requirements. The process for selecting directors must be
                         transparent and based on accurate information. In order to aid the Board and shareholders in making
                         informed decisions, comprehensive information regarding the nominee's educational background and
                         work experience must be made available for their review.

               In addition, the Company has implemented other practices in relation to the Board of Directors’ as follows:

               Directors’ Terms
                   1.  The term that directors will serve is based on the Company’s Articles of Association. In every Annual
                       General Meeting of Shareholders, one-third of the directors must retire; moreover, if this number is not a
                       multiple of three, then the number is nearest to one-third. The directors who have been longest in office
                       shall retire. The directors who have completed their terms may be re-appointed.
                   2.  Independent directors shall not hold office continuously for more than 3 consecutive terms or 9 years,
                       whichever is longer unless the Board considers it necessary for such independent directors to continue in
                       office, in which case the Board can extend the term.

               Age limit for directors
                   1.  It is the Board’s policy that an individual who will be 72 years of age or older at the time of appointment
                       shall not be nominated as a director. When this policy becomes effective, current directors who are 72
                       years old of age or older may still hold their positions for their remaining term of office.

                   2.  The Board may approve the nomination for re-appointment of directors who will be 72 years of age or older
                       at the time of appointment for only one more time.
               Board of Directors Meetings

               1. Number of and Schedule of Meeting

                     (1)  The Board’s meetings are officially scheduled throughout the year and well in advance.  Board members
                        are informed of these meetings in advance.

                     (2)  The Board shall meet at least eight (8) times a year. Extraordinary meetings are allowed if they are
                        required.
               2. Agenda

                     (1) The Chairman of the Board in consultation with the Chief Executive Officer and the Company Secretary
                        will set the agenda for each meeting.

                      (2) Any director may suggest agenda items and other matters be discussed.




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