Page 145 - Anual report STi 2022_eng

The appointment of independent directors of the to the Board of Directors to consider and appoint. However,

Company is in accordance with the qualifications of the Chief Executive Officer must be a different person from
independent directors specified by the Company. In 2022, the Chairman of the Board to create a balance between
there is no independent director who has a business management and corporate governance.
relationship or provides professional services to the Company, Succession Plan
its subsidiaries, major shareholders, or controlling persons of The Board of Directors assigns the Chief Executive
the Company. Officer and top executives to have a work plan for the

Appointment and Removal of Directors by development and/or succession of successors to prepare the
Shareholders business to be able to operate continuously in the event that
Shareholders can appoint and remove directors through they are unable to perform their duties for any reason by
a resolution of the shareholders' meeting in accordance with selecting people who are smart and good, have a vision,
the Company's articles of association and relevant legal knowledge, and ability to step up to the executive level in the
requirements. The recruitment and appointment must be future. Everyone will get knowledge development according
transparent and clear and allow minor shareholders to have to the plan individually. In addition, the Board of Directors
the opportunity to nominate a person to be a director of the assigns the Chief Executive Officer to report annually on what

Company through the nomination process by the Nomination has been done during the year to develop executives and
and Remuneration Committee in order to present to the Board succession plans, approved by the Nomination and
of Directors for careful consideration in nominating suitable Remuneration Committee.
persons to be the Company's directors. In 2022, the Chief Executive Officer reports the
Appointment by the Board of Directors performance of knowledge development in both hard skills

In the event that a director's position becomes and soft skills to employees who are in the job succession
vacant due to reasons other than retirement by rotation, plan. The performance is also reported to the Nomination and
the committee shall select a qualified person who does not Remuneration Committee for acknowledgment. This includes
have prohibited characteristics under the Public Limited regularly evaluating the performance of employees.
Companies Act and the Securities and Exchange Act as a Director Development

substitute director at the next Board of Directors' meeting. Currently, all directors have completed training
Unless the remaining term of that director is less than courses related to the performance of duties of directors of
2 months, the person who replaces the director will be in the the Thai Institute of Directors (IOD). (Details of the attendance
position of director only for the remaining term of the director of the training courses of the Thai Institute of Directors of
he/she replaces. each director are shown in the profile of each director under

Nomination of Top Executives Section "Board of Directors" on the Company's website.)
The Nomination and Remuneration Committee In addition, in 2022, the Board of Directors has attended
selects persons who have complete qualifications additional training courses that are relevant or beneficial to
according to the specified criteria for the highest the performance of duties of directors as follows:
executive position from the level of Chief Executive Officer
up. The basic criteria for consideration are qualifications,

knowledge, abilities, business experience, concept, and
vision of management as same as the Board of Directors
in order for the Company's operationsto be successful
in accordance with the goals. The Nomination and
Remuneration Committee will nominate qualified candidates

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