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Section 2: Board of DirectorsComposition and nomination
1)
 
The Board of Directors is composed of a minimum of 5 and amaximum of 14 members. Not less than half of the Board must beresidents in Thailand. Qualifications of all directors have to meet withthe stipulations of laws and the company’s articles of association.2)
 
 At least 5 members of the Board of Directors must be composed of independent directors. Moreover, the independent directors shall alsomeet the following requirements:1.
 
Holding less than 0.5 % of voting shares of the company,subsidiary companies, associated companies or persons whomay have any conflict of interest with the company.2.
 
Not participating in the management of the company, nor beingemployee, staff member, consultant who receiving regular salary,service provider, auditor, lawyer or person with authority over thecompany, subsidiary companies, associated companies or persons who may have any conflict of interest with the Companyand shall be free and clear form gaining any benefit from thesaid persons during a period of 2 year before his/her appointmentas a member of the Board of Directors. Furthermore, independentdirectors shall also attend the Board of Directors meetings andexpress their opinions from an independent viewpoint.3.
 
Having no vested interests nor gaining benefit, whether directlyor indirectly, for financial or managerial aspects, nor beingcustomer, supplier, trading creditor/debtor of the company,subsidiary companies, associated companies or persons whomay have any conflict of interest with the company.4.
 
Not being close relative of executives, major shareholders of thecompany, subsidiary companies, associated companies or personswho may have any conflict of interest with the company, nor being appointed as a representative to protect interests of directorsor major shareholders.
 
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3)
 
The Board of Directors shall be composed of experts with a widerange of experience in various fields including engineering,marketing, and oil business. At least one director is knowledgeableand experienced in accounting and finance. Directors select aChairman, while one or more directors can be selected as ViceChairman where it is deemed appropriate. The Board is empowered toappoint a director or any other person as the company’s President andalso is empowered to dismiss the person. The President serves assecretary to the Board of Directors and can be appointed as a director.4)
 
The Chairmen of the Board must be an independent director. In order to sustain well secured the balance of power between thesupervisory and management functions of the company, theChairman shall not be the same person as the President.Furthermore, the Chairman shall not hold any position in the Board’ssub-committees to ensure the clearness of duties separation.Moreover, as the leader of the Company; the Chairman has to conducthimself in a neutral manner so as to avoid conflict that may arise.5)
 
Directors are nominated according to their terms, with transparencyand clarification. Sufficient information of nominated director must beclearly defined and given to the educational and professionalbackground.6)
 
Biodata of the members of the Board are disclosed to the publiceach time of rotation.
Qualifications of directors
1)
 
Not under prohibition of Clause 68 of the Public Company Act B.E.2535 (1992).2)
 
The Board of Directors must have leadership skills and vision,display utmost integrity, and conduct the business ethically, andshould possess good background experienced as well.3)
 
The Board of Directors has to be interested in the companybusinesses and devote sufficient time to the company.
 
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4)
 
Selection of the Directors shall be transparent and clear, andprocessed through the Nomination and Remuneration Committee.5)
 
Unless a shareholders’ meeting is notified prior to an appointment of a director, a director must not operate any businesses or becomepart of any organization that in the same industry of the companyincluding not carrying out businesses in competition with the company.
Roles, Functions and Responsibilities of the Board of Directors
1)
 
 All new Directors are responsible to attend orientation classesregarding Business Operations of the Company.2)
 
Conduct their duties in compliance with all laws, objectives andarticles of association of the Company as well as resolutions of theshareholders’ meetings with honesty and integrity and carefullysafeguard the benefits of the Company to ensure regular accountability towards Shareholders.3)
 
Formulate policies and directions of the Company’s operations, andalso monitor and supervise the management team to function inaccordance with such policies and regulations with efficiency andeffectiveness, under the principles of Good Corporate Governance,to maximize economic value and Shareholders’ wealth.4)
 
Continuously follow and monitor the business performance andoperations of the Company with regard to laws and stipulations of concerned contracts and on regular basis, The management team isresponsible to report on important issues and operational results of the Company in every Board of Directors’ Meeting or at least 12times a year to oversee and ensure their performance.5)
 
 Arrange appropriate accounting systems and financial report including asuitable and a reliable internal control and internal audit systems.6)
 
Review the Company’s Good Corporate Governance manualconstantly.7)
 
 Arrange appropriate the risk management system by adequatelysupervising guideline and policy including following up on results.8)
 
Ensure that the management team operates business in taking intoaccount duties and responsibilities based on virtue and ethics tocomply with benefits of all concerned parties.
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