The Company doesn’t have the Nominating Committee. The Board of Directors select the director by considering the qualifications, knowledge, capabilities and related experiences and doesn’t have prohibited characteristics according to the law. The Company pay attention to qualification of independent directors, they must independent according to the law.

The independent directors are not the Company’s employee, advisor or stakeholder, not have any family related with major shareholder and not a management of subsidiaries. Summary of selection the director in the Company’s Article of Association are as follows ;

  1. Director election by the shareholders shall follow the majority of votes by the following the rules and method below:
    1. number of votes equal to one share per one vote.
    2. In case that the number of nominees is less than the number of the member required, the sharehold - ers shall vote according to their belonging shares as the subject (1). The votes can not be divided to any other person.
    3. Casting a vote one by one shall be used, in case that the number of nominees is more than the num - ber of member required. Each nominee shall get the vote from the shareholders according to their be - longing shares as the subject (1). The votes can not be divided to any other person. Nominee who gets the highest votes shall carry an election. The number of nominees who carry an election depends on the member required. The chairman of the meeting shall decide if voted are tie.
  2. In case that member of the Board vacates until unable to be a quorum, remaining directors have to work on behalf of the Board only to run an election for replacing directors.
  3. Subject to 2 above, in case that a vacant position comes from other factors except retiring by rotation, the Board of Directors will, at the next scheduled meeting, select a replacing director who has proper qualification and shall not have prohibited characteristics according to the law. The said director shall be on duty as long as the term of office of the retiring director remains unless the term of office is less than 2 months, there will be no replacing director. The Board’s resolution according must more than 3/4 of remaining director.

Furthermore, The Company specifies the qualifications of its independent director in accordance with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, as follows:

  1. Is not holds shares exceeding 1% of the total voting shares of the Company, its parent company, subsidiaries, associates, major shareholders, and controlling parties of the Company, provided that the shares held by the related parties of such independent director shall be included.
  2. Is not or has never been an executive director, employee, staff, advisor who receives salary, nor controlling parties of the Company, its parent company, subsidiaries, associates, same•level subsidiaries, major shareholders, or controlling parties of the Company.
  3. Is not the person who has relationship by means of descent or legal registration under the status of father, mother, spouse, brothers and sisters, and children. The prohibitive persons also include spouses of daughters and sons of management, major shareholders, controlling party or the person who is in the process of nomination to be the management or controlling party of the Company or its subsidiary.
  4. Have no or never had business relationship with the Company, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the Company in respect of controlling which may harm the independent decision•making, including not being or never been the significant shareholder, or controlling parties of any person having business relationship with the Company, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the Company.
  5. Is not or has never been the auditor of the Company, its parent company, subsidiaries, associates, major shareholders, or controlling parties of Company, and is not the significant shareholder, controlling parties, or partner of the auditing firm which employs such auditor of the Company, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the Company.
  6. Is not or has never been the professional service provider, including but not limited to legal service or financial advisor with received the service fee more than 2 Million Baht per year from the Company, its parent company, subsidiaries, associates, major shareholders, or controlling parties, and is not the significant shareholder, controlling parties, or partner of the above mentioned service firms.
  7. Is not the director who is nominated to be the represen - tative of directors of the Company, major shareholders, or any other shareholders related to the major shareholders.
  8. Do not operate the same and competitive business with the business of the Company, or its subsidiaries, or is not a significant partner of the partnership, or is not an executive director, employee, staff, advisor who receives salary, not holds share of more than 1% of the total voting shares of any other company which operates same and competitive business with the business of the Company, or its subsidiaries.
  9. Is not any otherwise which is unable to have the independent opinion regarding the business operation of the Company.

After being appointed as the independent director in accordance with the conditions under the article (1) • (9), such independent director may be assigned by the Board of Directors to make decision in respect of collective decision on business operation of the Company, its parent company, subsidiaries, associates, same•level subsidiaries, major shareholders, or controlling parties of Company

The definition of independent director of the Company is equal to the minimum requirement of the Securities and Exchange Commission and the Stock Exchange of Thailand.