Page 115 - Anual report STi 2022_eng

Qualification of Independent Directors Company's regulations. For those holding the position of

Independent directors must not act as executives, independent directors, they will be in office for a continuous term
be independent from management and controlling shareholders, of not more than 9 years or 3 consecutive terms. The Board of
be a person who has no business relationship with the Directors will review the true independence of that independent
Company in such a manner as to limit the expression of director annually.
independent opinions, and must have qualifications as Independence of the Board of Directors and

specified by the Notification of the Capital Market Supervisory Management
Board. The Board of Directors has important responsibility
In this regard, the qualifications of the Company's and roles in ensuring that the Company and shareholder
directors and the qualifications of independent directors receive highest possible benefit from the Company. To ensure
(full version) appear according to the corporate governance the balance of power, the Company forbids that the roles of
policy of the Group as published on the Company's website: chairman of the Board of Director, Chairman of the Executive

https://www.sti.co.th/th/ir_index.php?corporate and shown in Committee, and the Chief Executive Officer to go to the same
Attachment 5 of the 2022 Annual Report (Form 56-1 One Report). person. The Chairman of the Board has to be an independent
Nomination and Appointment of Directors Director as to follow the good corporate governance code,

The Company places importance on people with and has no interests or relationship to the administration.
knowledge, ability, experience, work history, leadership, wide Moreover the Company clearly assigns separated roles and
vision as well as having morals, ethics, and being able to responsibilities for the chairman of the Board, Chairman of
devote sufficient time which is beneficial to the operation of the the Executive Committee, and the Chief Executive Officer
Company, taking into account the diversity in the structure of (as detailed in the corporate governance code for the Company
the Board of Directors (Board Diversity) and preparing a table Group as published in Company’s website https://www.sti.
of knowledge and expertise of directors (Board Skill Matrix) to co.th/th/ir_index.php?corporate and in Attachment 5 in the

consider necessary skills that are still lacking in the Board of annual report year 2022 (Form 56-1 One Report)) and the
Directors, including properties that are appropriate and Board of Directors has the role in overseeing the management
consistent with the components and the structure of the Board and ensure the targets and goals are met and yielding the
of Directors according to the Company's business strategy. highest benefits for all parties considered, that no party in
The Company may use the Director Pool database of the Thai particular benefits more than the rest, and do not involve in
Institute of Directors as a component in recruiting new directors. any act that would effect the Company's interest ethically and

The process is transparent, clear, and in accordance with the responsibly, with care, honesty, and to ensure that the

regulations and requirements of relevant laws. The nomination procedures are exercised according to the objectives,
and appointment of directors will go through the screening Company’s regulations, and the Board of Directors and the
process of the Board of Directors and the Nomination and shareholders’ decisions while the chairman of the Board of
Remuneration Committee with prudence in nominating suitable Director acts as the highest management personnel and has
persons to be the Company's directors, with enough personal the responsibility to conduct and manage daily procedures
profile to present to the Board of Directors and/or shareholders for the Company according to the protocols and standards
of the Company for further appointment. as approved by the Board of Directors and the executive

(2) Term of Directors Board, and to also consider the financial aspects for the
daily procedure for the Company.
The committee set a policy that the Company’s
directors shall serve a term of 3 years each time and upon Policy on Holding Director and Executive
expiration of the term. They can be re-elected to hold the Positions in Other Companies

position of the Board of Directors again according to the The Board of Directors gives importance to the
efficiency in performing duties of directors and executives in

Stonehenge Inter Public Company Limited 113