Page 116 - Anual report STi 2022_eng

order to be able to fully devote time to supervising the the meeting date which may be delivered via electronic

Company's business. The Company has set a policy for mail instead. The company secretary will attend the

holding directorships in other companies but it must not be meeting to record the minutes of the meeting. The minutes
an obstacle or affect the efficiency of the performance of of the meeting will be sent to the Chairman of the Board
duties of the Company's directors. Each director can hold a for consideration and signature to certify the correctness
position of director in no more than 5 other listed companies, to propose to the meeting for approval at the next meeting,
but does not set a policy to limit the number of directorships including systematically collecting information or documents
in subsidiaries of the Company Group. related to the meeting for convenience in searching for

In addition, the Board of Director has no policy in references and ready for the Board of Directors and/or
assigning an executive to hold a role in other Company related persons to inspect.
outside of the Company Group. In the case that the Company’s 3.4 The Board of Directors’ meeting must has
executive wishes to take on an administrative role in other no less than half of the total number of directors present

company, they must be approved by the Board of at the meeting to be a quorum. In the event that a director
Directors beforehand, except for the case of taking on a of the Revenue Committee is unable to attend the meeting

position in a non-profit organization. However, holding with absolutely necessary and unavoidable reasons, such
positions in other companies or non-profit organizations must directors may request to the Chairman of the Board of
not be against the law or regulations related to the business. Directors to attend that Board of Directors' meeting by
They must not use their position in the Company as a reference electronic means. The aforementioned directors must
with said outside business. strictly comply with the Company's Articles of Association
(3) The Board of Directors’ Meetings and the conditions set forth by law regarding electronic

3.1 The Company arranges at least 4 board meetings.
meetings per year. The Company will set a clear meeting 3.5 The Chairman of the Board acts as the
schedule in advance throughout the year so that directors chairman of the meeting. Or if the Chairman is unable to
can attend every meeting in unison and additional special attend the meeting, the meeting shall elect one committee
meetings may be held as necessary. The Company considers member to act as the chairman of the meeting instead.

it the responsibility of all directors to attend at least 75 The chairman of the meeting is responsible for overseeing

percent of the total number of the board meetings held and allocating sufficient time for each agenda for
each year. presentations, inquiries, and consideration of information.
3.2 The Chairman of the Board of Directors All directors can ask questions and express their opinions

and the Chief Executive Officer jointly consider and agree independently on important issues by adhering to
on the matters to be included in the agenda of the Board the interests of the Company, shareholders, and all
of Directors' meeting by allowing all directors to propose stakeholders fairly. For voting in the Board of Directors'
matters that are beneficial to the Company. In addition, meeting, it considers a resolution of a majority vote
the Chairman of the Board of Directors or the chairman whereby one director shall have one vote. Directors with
of the meeting may prescribe that the Board of Directors' conflicts of interest will not attend the meeting and/or
meeting be held via electronic media by complying with vote on such matters. In case of equal votes, the chairman
the rules and procedures prescribed by laws. of the meeting will have an additional vote as a casting

3.3 The secretary of the Board of Directors is vote. Such directors can ask the company secretary to
responsible for delivering the meeting invitation letter record their objection in the minutes of the meeting or
together with the meeting agenda and meeting documents submit a letter of objection to the Chairman of the Board.
to the Board of Directors at least 7 days in advance of The minimum number of quorum is set at the time the

114 Annual Report 2022 (56-1 One Report)