Page 117 - PSTC - One Report 2023 (EN)

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Power Solution Technologies Public Company Limited
Recruitment and Appointment of Independent Directors Definition of Independent Director
Independent directors must meet all the qualifications prescribed by the Securities and Exchange Commission Board and must be able to ensure the interests of all shareholders equally and avoid conflicts of interest. In addition, they must be able to attend the Board of Directors’ meetings by rendering independent opinions.
Qualifications of Independent Directors
1. Hold no more than one (1) percent of the total number of voting shares in a company, parent company, subsidiary, affiliate, major shareholder or controlling authorities of the Company, which includes shares held by related parties.
2. Notbeorhavebeenadirectorwhohasparticipatedinthemanagementofworkers,employeesorconsultants who earn regular salaries or persons with authority in a Company, parent company, subsidiary, affiliate or subsidiary of the same order, major shareholders or persons with authority to control the Company, unless they have retired from the aforementioned positions for no less than two (2) years prior to appointment.
3. Not be a blood relative or legally registered guardian/parent, spouse, siblings and children, including the spouses of children of executives, major shareholders, persons with controlling authority or persons who will be recruited as executives or controlling authorities of the Company or its subsidiaries.
4. Nothaveorhavehadbusinessrelationshipswithacompany,parentcompany,subsidiary,affiliatemajor shareholder or person with authority to control the Company in a manner that might impede the exercising of independent judgment, including not being or having been an implied shareholder or controlling person of business importance to the Company, its parent company, subsidiaries, etc., joint venture companies, major shareholders or persons authorized to control in the Company, unless the aforementioned relationship ended at least two years prior to the appointment. The business relationship will include the relationships listed in Notification of the Securities and Exchange Commission Board No. 28/2008 regarding the application for permission and authorization for the offering of newly issued shares.
5. Notbeorhavebeenanauditorofacompany,parentcompany,subsidiary,affiliate,majorshareholderor person authorized to control in the Company and not an implied shareholder, person with controlling authority or partner of the audit office employing the auditor(s) of a company, parent company, subsidiary, affiliate, major shareholder, or person with controlling authority in current affiliated companies, unless the affiliation has been severed for no less than two years prior to their appointment.
6. Notbeorhavebeenaprofessionalserviceprovider,includinglegaladvisoryservicesorfinancialadvisors, receiving fees in excess of two (2) million baht per annum from the Company, parent company, subsidiary, affiliate, major shareholder or person with controlling authority in the Company and not an implied shareholder or person with controlling authority or partner of the professional service provider, unless the business relationship has been severed for no less than two (2) years prior to the appointment.
7. NotbeadirectorappointedtorepresentthedirectorsoftheCompany,majorshareholdersorshareholders related to the company’s major shareholders