Attachment 6
Definition of Independent Director
The shareholding restrictions of an independent director follow the minimum requirements of the Securities
and Exchange Commission or the Stock Exchange of Thailand in accordance with the Capital Market Supervisory
Board. Under the new definition, the Company’s independent director shall have the following qualifications.
Independent Director means a director who has no business or any related work which may affect their
independent judgment. The features of the independent directors in accordance with regulations of The Stock
Exchange of Thailand details are as follows:
(1) Holding shares not over one percent of the total shares with voting right of the company, holding company,
subsidiary, affiliation, major shareholder or authorized person of the Company for license, however, it
includes shareholding by related persons of the independent director also.
(2) Not being or has been a director with management participation on employees, consultant with regular
salary or authorized person of the Company, holding company, subsidiary , affiliation subsidiary in same
level, major shareholder or of authorized person of the Company, except relieved from aforesaid
characteristic at not less than two years before submitting permission to the Office. However, the
prohibited characteristics do not include that of civil service or consultant of government body holding
major shareholding or authorized person of the Company.
(3) Not being person of whole blood or registration as stated in the law, in the manner of being father or
mother, spouse, brotherhood and offspring including spouse of the offspring of the management, major
shareholder, authorized person of person designated to be management of authorized person of the
company or subsidiary.
(4) Not have or has been in business relation with the Company, holding company, subsidiary, affiliation,
major shareholder or authorized person of the Company, in the manner that may obstruct the independent
exercise of discretion including in not being or has been a significant shareholder or authorized person of
the person with business relation with the Company, holding company, subsidiary, affiliation, major
shareholder or authorized person of the Company, except relieved from aforesaid characteristics at not
less than two years.
The business relation in paragraph one includes trade transactions in normal business, rent or lease on items
related to asset or in giving or receiving financial assistance through acceptance or lending, guarantee, granting
asset as debt security including similar behavior resulting in the Company or contract party with debt burden to
be settled with another party from 3% of net tangible asset of the Company or from twenty million baht up, as
which amount is lower, However, the debt burden calculation shall be in value calculation or related items as
announced by the Securities Exchange Commission on rules of related items, by mutatis mutandis. But the
consideration of such debt burden shall include debt burdens incurred at one previous year before the date of
business relation with the same person.
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Attachment 6
(5) Not being or has been auditor of the Company, holding company, subsidiary, affiliation, major shareholder
or authorized person of the Company and shall not be significant shareholder, authorized person or
partner of auditing office with the auditor of the Company, holding company, subsidiary, affiliation, major
shareholder or authorized person of the Company in attachment, except relieved from such characteristic
at not less than two years.
(6) Not being or has been professional provider which includes legal consulting or financial consulting with
service fee over two million baht a year from the Company, holding company, subsidiary, affiliation, major
shareholder or authorized person of the Company, and not being a significant shareholder, authorized
person or partner of the professional provider, except relieved from such characteristic at not less than two
years.
(7) Not being a director appointed to be agent of the director of the Company, major shareholder or
shareholder with relation with the major shareholder.
(8) Not operating similar or significant competitive business to the business of the Company or subsidiary or
not being significant partner in the partnership of directorship with management participation on
employees, consultant with regular salary or holding shares over one percent of the total shares with voting
right in other company, operating business similar or competing with business of the Company or
subsidiary.
(9) Not having any characteristics that will hinder free independent opinion in relation with the operation of the
Company.
After having been appointed as an independent director following the qualifications specified under
items (1) through (9) above, the independent director may be assigned by the Board of Directors to make
decisions on the operation of the company, the parent company, the associates, the affiliates, the associates of
the same level, the major shareholders or the entities with the authority to control the company in the manner of a
collective decision.
44
Attachment 6
Independent Directors of the Company to be appointed to attend
the 2016 Annual General Meeting of Shareholders and vote on the shareholders’ behalf
Name
Position
Age
Address
(Years)
71
984/55 Rama 3 Road,
Bangpongpang,
Yannawa,
Bangkok 10120
The Conflict
of Interest
Agenda 6
1. Mr. Apisit Rujikeatkamjorn
Director
Chairman of the Board
Independent Director
2. Pol.Gen.Boonpen Bumpenboon
Director
Vice Chairman
Independent Director
71
6 Phasuk Village,
Soi Pattanakarn Junction
9-10, Pattanakarn 65
Pravet, Bangkok 10250
Agenda 6
3. Mr. Thawatchai Vorawandthanachai Director
Chairman of the Audit
Committee
Independent Director
4. Mr. Amphan Yosamornsuntorn
Director
Member of the Audit
Committee
Independent Director
5. Miss Pinmanee Makmontana
Director
Member of the Audit
Committee
Independent Director
59
256/25 Summakorn Village,
Soi 32/3, Ramkumhaeng
112 Road, Saphan Sung,
Bangkok 10240
222/55 Soi Yodse,
Bumrungmuang Road,
Thep Sirin, Pom Prab Suttru
Phai, Bangkok 10100
3739/63 Soi Wat Pai
Ngeon, Chan Road,
Bangklo, Bangkorleam
Bangkok 10120
Agenda 5
and 6
45
57
51
Agenda 5
and 6
Agenda 5
and 6