Page 115 - PSTC - One Report 2023 (EN)

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Power Solution Technologies Public Company Limited
the Charter of the Board and the Company’s Articles of Association based on specialized knowledge and abilities required by the Company at that time and set out before by adopting the vision, the Company’s mission statement and in line with the company’s strategy, all of which is taken into account.
In this regard, the Company has also provided an opportunity for minority shareholders to nominate individuals with suitable qualifications to serve as directors. However, in the year 2023, no minority shareholder proposed any individuals for the position of director in the Company.
Recruitment and Appointment of the Board of Directors and Independent Director Composition of the Board of Directors
1. The Company’s Board of Directors is composed of a minimum of 5 members and should not exceed 12
members. The directors are appointed at the shareholders’ meeting or at the Board of Directors meeting, as the case may be. At least 1 in 3 directors should be independent, and there should be no fewer than 3 independent directors. This is to adhere to the principles of good corporate governance. The Board of Directors comprises individuals with diverse qualifications, including skills, experience, and abilities that are beneficial to the Company. This composition aligns with the Company’s long-term goals and ensures sustainable development. Furthermore, independent directors must possess qualifications as outlined in Item 17 of the Announcement of the Capital Market Supervisory Board No. TorJor. 39/2559, regarding Permission and Approval for Offering Newly Issued Shares, dated September 30, 2016. This includes considerations for the selection of independent directors, where the Board of Directors must assess the independence of individuals who are to be appointed as independent directors from various dimensions.
2. NofewerthanhalfofthetotalnumberofdirectorsmusthaveadomicilewithintheKingdom.
Qualifications of the Board of Directors
1. Noprohibitedcharacteristicssetforthinthelawsgoverningpubliclimitedcompaniesandnotificationsof the Securities and Exchange Commission in addition to no characteristics indicating a lack of suitability to be entrusted with the management of publicly owned businesses or shareholders as determined by notifications of the Securities and Exchange Commission.
2. The directors possess a visionary outlook and exercise independence in decision-making for the utmost benefit of the Company and its shareholders. They are capable of dedicating the necessary time to fulfill their duties as members of the board of directors to the greatest extent.
3. DirectorsarenotpermittedtooperatebusinessesofthesamenatureastheCompanyandcompetewith the Company’s business or enter into partnerships in ordinary partnerships or partnerships without limitation liability in limited partnerships or be directors of private companies or other companies operating in the same nature and competing with the company’s business, whether for personal benefit or the benefits of others, unless reported to the shareholders’ meeting prior to the resolution of appointment.
4. Executives or related persons can conduct transactions that are normally conducted by the Company in trade, but the transactions must be part of commercial agreements in the same way that a commercial agreement would be made with a general party under the same circumstances and bargaining power of trade without influence. This excludes prohibited transactions declared by law or ordered by the authorities.