Page 182 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

The Company may appoint a person who has or used to have business affair or professional service exceeding
the amount specified in item 4 or 6 as Independent Director if through careful consideration, the Board agrees
that an appointment of such person has no effect on performing duty and expressing an independent opinion.
This information shall be disclosed in an invitation letter of AGM in the agenda of the appointment of an
independent director.

a. Characteristics of the person’s business affairs or professional services that might cause the disqualification
of such a person

b. Reason and necessity for maintaining or appointing such person as Independent Director.
c. Opinion of the Board on nominating such person as Independent Director.

2) Qualification of the Directors
(1) The Company’s directors must hold qualifications and shall not have the prohibited characteristics in
pursuance to laws on public limited companies.

(2) The Company’s directors shall not have characteristics indicating a lack of appropriateness in respect to
trustworthiness in managing a business whose shares are held by public shareholders in pursuance to laws
on securities and exchange.
(3) The Company’s directors must have knowledge, ability, experience, and management expertise, including
demonstrated capability, integrity, and ethical business practices.

(4) The Company’s directors must have adequate time and devote their knowledge and abilities to perform
duties for the Company.
Re-Appointment of Directors.

In deliberation for re-appointment of directors who retired by rotation, i.e. (1) Mr. Somprasong Boonyachai (2)
Asst. Prof. Dr. Pareena Srivanit and (3) Mr. Suporn Luckmunkong, as directors for another term proposed at
the Annual General Meeting of Shareholders, the Nomination and Compensation Committee considered

relevant factors such as the performance, attendance, skills, knowledge, competency, and business continuity
and their expertise that are aligned with the Company's strategic directions.

New Director's Nomination
On 6 May 2022, the Company nominated and appointed 1 new director i.e. Mr. Kanit Vallayapet as the
Independent Director and Member of the Audit and Risk Committee in the replacement of Asst. Prof. Dr.

Pareena Srivanit who had resigned.

3) Management Nomination and Succession Plan
(1) A succession plan for the Company’s Chief Executive Officer (CEO) and senior executives must be
developed in order to maintain the confidence of shareholders and other stakeholders and allow business
operations to continue without interruption when these positions become vacant.

Part 2 page 58