Page 179 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

(11) Considered and followed up on the pending legal issues of the Company.

(12) Considered and followed up on the regulatory issues concerning the business operation of the Company.
8.1.1 The Directors’ Selection, Development and Evaluation

The Selection of Directors and high-level Executives

1) The Selection of Directors
The Board of Directors has appointed the Nomination and Compensation Committee, to select and screen the
nominees for selection and appointment to positions on the Board under the Company’s director selection policy.
In the selection stage, the appropriate ratio, number, and diversity of Board members are considered in a variety
of areas, including skills and specific expertise needed and alignment with the Company’s strategic directions.
Board members should be prepared to dedicate their time to fully performing their role on the Board, and not
possess any characteristics which would disqualify them under the law, as well as good corporate governance for
listed companies, the selection criteria and procedures are as follows:

1.1 Selection criteria – the Nomination and Compensation Committee can use the Board Skill Matrix in order to
nominate qualified people for the post of the director based on their qualifications, and by considering other
skills, they may possess which may be lacking on the Board and are aligned with the Company’s strategic
directions.
1.2 Selection procedures – Candidates for director may be selected via the following methods:

 Directors may propose a candidate.
 Minority shareholders may be allowed to propose a qualified person through the Company’s website prior
to the AGM pursuant to the rules specified by the Company.

On 17 January 2022, the Company notified the Stock Exchange of Thailand (SET) that at the expiration of the
period for proposing directors by minority shareholders, no proposals had been received from shareholders.
 An external professional search firm may be used to pre-select qualified candidates.

 The Company Secretary may present the list of qualified candidates as listed in the Director Pool of the
Securities and Exchange Commission and the Thai Institute of Directors (IOD) Chartered Director for
consideration.
1.3 Selection – the Nomination and Compensation Committee will assess the initial qualifications of the nominated
applicants and select the ones considered appropriate.

1.4 Appointment – the Nomination and Compensation Committee will propose a list of qualified candidates to the
Board of Directors’ meeting for concurrence before presenting the list in the shareholder meeting for a vote on
each individual in case of appointing new directors in place of directors whose terms have expired.
If a Board seat is vacant because of reasons other than term expiration, the matter of re-appointment should be
proposed in the Board of Directors’ meeting.

Director selection must follow the rules and regulations specified in the Articles of Association of the Company as
follows:

Part 2 page 55