Page 127 - Amata-one-report2020-en

BUSINESS OPERATION AND OPERATING RESULTS CORPORATE GOVERNANCE FINANCIAL STATEMENTS ENCLOSURES

7. Can look after the interests of all shareholders equally.

8. Can prevent conflicts of interest.

9. Manage to attend the Board meetings and make independent decisions.
10. Is not a person whom SET has determined inappropriate to serve as an Executive, according to SET regulations.

11. Has never been convicted of violating Security or Stock Exchange laws, nor laws governing the investment
business, securities brokering, or credit fonciers, or commercial banking laws, or life or general insurance
laws, or money laundering laws, or any other law of a similar nature, whether Thai or foreign, and is guilty
of wrongful acts relating to trading in shares or the perpetration of deceptions, embezzlement, or corruption.

12. No other impediments or impairments to express independent opinions concerning the operations of the
Company.

13. If qualified for the item 1-12, the Independent Director may be assigned by the Board of Directors to make
decisions relating to business operations of the Company, the Company’s major shareholder, a subsidiary, an
associate, a subsidiary of the same tier (brother company) or any juristic person with a conflict of interests, on
the basis of collective decision, whereby such actions are not deemed partaking of management.

The Nomination and Remuneration Committee will consider the nomination of Directors to replace Directors who
will be terminated and present to the Board of Director and shareholder’s meeting for approval. The number of Directors
shall be set by a general meeting, Directors may be withdrawn with the consensus of those present at the general
shareholders meeting. The consensus must have at least 3/4 the number of shareholders who attend the meeting and
have the right to vote. In addition, the number of shares must not be less than half the number of shares present and
eligible to be voted.

If a directorship is or becomes vacant for any reason, except term expiration, the Nomination Committee
can select any qualified candidate in the next board meeting, provided the term is not longer than two months,
The selected Director has his or her own term equal to the term of the Director whom he or she replaces or represents.
The consensus must be at least 3/4 of the remaining Directors.

If the term of any Director expires for any reason, the appointment of a new Director will be decided by the meeting
of shareholders. In this regard, the meeting of shareholders must consider and abide by the following regulation by the
screening consideration of the Nomination and Remuneration Committee :-

1) Each shareholder has only one vote per one share

2) Each shareholder must use all his or her votes (shares) as stipulated in clause I to elect one candidate or many
to become Director. In addition, he or she shall not split his or her voting right between or among candidates
for a single directorship.

3) The persons elected to be the Director must have the highest tally descending order. In case of equality of
vote, the Chairman shall cast the deciding vote.

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