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7. TheCompany’smanagement,operation,riskstatus,changesandareasofimprovementtokeeprisk management in line with the Company’s policy and strategy must be regularly reported to the Board of Directors.
8. Toappointaworkingteamofriskmanagementasnecessaryaswellastosupporttheworkingteamofrisk management in terms of personnel, budget and other necessary resources under the scope of responsibilities of the team.
Recruitment and Appointment of Directors and Executives
For the selection of persons to assume the position of the Company’s directors and executives, the Nomination and Remuneration Committee shall be responsible for recruiting and selecting persons to take the said position as well as nominating names of qualified persons to the Board of Directors and/or the shareholders’ meeting (as the case may be). Persons to be appointed as directors and executives must possess complete qualifications required by Section 68 of Public Limited Companies Act, B.E., 2535 (as well as the amendment), Securities and Exchange Act and relevant notifications of CMSB. Moreover, their knowledge and competency as well as working experiences shall be taken into consideration.
Details of composition and appointment of the Board of Directors/ independent directors, the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee and the Risk Management Committee are as follows:
Composition and Appointment of the Board of Directors
The Board of Directors shall comprise no less than five members and half of them shall be resident in Thailand. The directors need not be the Company’s shareholders.Regarding the appointment of the Board of Directors, the Nomination and Remuneration Committee shall be responsible for selecting persons to assume the positions in the Board of Directors by taking into account their qualifications in accordance with the Board’s rules and specifications. Besides, the Board Diversification in terms of knowledge, competency, professional skills, business-related experiences, specialization, gender, and other necessary skills as appropriately required for the Company’s business strategy should be included in the consideration. Moreover, the Nomination and Remuneration Committee may consider appointing the Company’s major shareholders to assume the positions in the Board of Directors as their business experience that may be beneficial to the Company’s operation.
Recruitment of new director shall be completed by the selection from various sources including director pool of creditable institutes or agencies. In case of no persons from such director pool be qualified for assuming the position of director, Professional Search Firm service shall be taken and the relevant expenditure shall be responsible by the Company.
However, the appointment of new directors must be approved by the meeting of the Board of Directors and/or the shareholders’ meeting (as the case may be). In addition, the Company’s Articles of Association requires that the directors shall be elected at the shareholders’ meeting as per these following criteria and procedures.
1. One share is entitled to one vote.
2. Each shareholder must exercise votes as per (1) above to elect one or several directors but cannot separate the votes among directors.
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