Page 181 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

(4) Does not have or has not had a business relationship with the Company, its parent company, its subsidiaries,
its associated companies, or controlling persons who may have conflicts of interest, in a manner that may
interfere with his independent judgment, or is not or has never been a major shareholder or controlling
persons of any person having a business relationship with the Company, its parent company, its subsidiaries,
its associated companies a major shareholder or controlling persons who may have conflicts of interest
unless the foregoing relationship has ended for more than 2 years prior to appointment as an independent
director;

The term ‘business relationship’ aforementioned under paragraph one includes any normal business
transaction, rental or lease of immovable property, the transaction relating to assets or services or grant or
receipt of financial assistance through receiving or extending loans, guarantee, providing assets as
collateral, including any other similar actions, which result in the applicant or his counterparty being subject
to indebtedness payable to the other party in the amount of 3 percent or more of the net tangible assets of
the applicant or Baht 20 million or more, whichever is lower. The amount of such indebtedness shall be
calculated according to the calculation method for the value of connected transactions under the Notification
of Capital Market Supervisory Board concerning Rules on Connected Transactions. The combination of such
indebtedness shall include indebtedness taking place during the course of 1 year prior to the date on which
the business relationship with the person commences;
(5) Is not or has never been an auditor of the Company, its parent company, its subsidiaries or its associated
companies who may have conflicts of interest and is not a major shareholder, or partner of an audit firm that
employs auditors of the Company, its parent company, its subsidiaries, its associated companies, a major
shareholder or controlling persons who may have conflicts of interest unless the foregoing relationship has
ended for more than 2 years prior to appointment as an independent director;
(6) Is not or has never been any professional advisor including the legal or financial advisor who receives an
annual service fee exceeding Baht 2 million from the Company, its parent company, its subsidiaries, its
associated companies, a major shareholder or controlling persons who may have conflicts of interest, and
is not a major shareholder, controlling persons or partner of the professional advisor unless the foregoing
relationship has ended for more than 2 years appointment as an independent director;
(7) Does not represent the Company’s or its major shareholder’s board member or a shareholder who is related
to the Company’s major shareholder;

(8) Is not an entrepreneur in any business similar to or materially competing with the Company or its subsidiaries
or not being the material partner in a partnership, executive director, employee, staff, advisor who receives
a salary or holds more than 1% of total voting stocks of the company similar to or materially competing with
the Company or its subsidiaries;
(9) Has no characteristics which make him/her incapable of expressing independent opinions with regard to the
Company’s business.

After appointment as a director in accordance with the above 9 qualifications, independent directors may be
tasked by the Company's Board to make collective decisions on the activities of the Company, its subsidiaries
or associated companies, its major shareholder or other controlling interest of the Company through a collective
decision process.

Part 2 page 57