Page 116 - PSTC - One Report 2023 (EN)

Annual Report 2023 (Form 56-1 ONE REPORT)
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5. InordertoachievecounterbalanceandreviewofthemanagementtheChairmanoftheBoardofDirectors cannot be the same person as the Chief Executive Officer.
6. IndependentdirectorsandAuditCommitteemembersmusthavefullqualificationsinaccordancewiththe Notification of the Securities and Exchange Commission Board and the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand with assignment of the duties and responsibilities announced by the Stock Exchange of Thailand
7. TheCompany’sdirectorswillnotserveasdirectorsinmorethan5otherlistedcompanies(inclusiveofthe Company). Furthermore, being a director in such a company must not impede the performance of directors’ duties in the Company and must be compliant with the guidelines prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand.
Term of Office of the Board of Directors
1. TheBoardofDirectorshasatermofofficeofthreeyearsforeachdirector.Ateveryannualgeneralmeeting of shareholders, the 1 in 3 positions of director will be vacated. If the number of directors cannot be evenly divided into three parts, the number closest to a third of the directors who will vacate their positions in the first year and the second year after the registration of the company will be used with the lottery method or by an agreement of the Board of Directors concerning who will leave. Then on the following year, the longest-serving directors who have left the office or whose terms of office have expired, may be re-elected as new directors.
2. Apartfromtheexpirationoftheterm,adirectorvacatesthepositionupon:
1) CompletingthetermofofficeasadirectoroftheCompany.
2) Death.
3) Resigning.
4) Failingtomeetthequalificationsordisplayingcharacteristicsindicatingthelackofsuitabilitytobe entrusted with the management of a listed company with a public shareholding, as defined by the Securities and Exchange Commission.
5) Beingresolvedtovacatethepositionbyashareholders’meetingwithavoteofnolessthan3outof4 of the total votes of shareholders present and eligible to vote, and the total combined shares held by them are not less than half of the total shares held by the shareholders present and eligible to vote.
6) Acourtissuinganorderforremoval.
3. Anindependentdirectormayholdthepositionofdirectorforaperiodofnomorethan9consecutiveyears.
4. Any director who intends to resign is required to submit his resignation letter to the Company. The resignation
will be effective from the date the resignation letter reaches the Company. Directors who resign may also
notify the Registrar of Public Companies of their resignation.
5. Incaseswhereadirector’spositionbecomesvacantforreasonsotherthanexpirationoftheterm,theBoard
of Directors will elect persons who are qualified and do not have the characteristics prohibited by the laws governing public limited companies, the laws governing securities and the Stock Exchange of Thailand to be designated as an interim director at the next board meeting, unless the term of the director is less than 2 months. The people who become interim directors will stay in the position only for the remaining term of the director they are replacing.