Page 108 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
7) Not currently a director appointed to represent the company’s directors, major shareholders,
or the shareholder related to major shareholder.
8) Not currently be operating under similar business nature and significant competition to the
company or subsidiary; or not a significant partner of the partnership, executive director, salaried worker,
employee, or consultant; or holding more than 1% of voting shares of any other companies operating
under similar business nature and significant competition to the company and subsidiary.
9) Not under any conditions that may impede the person from having independent views
towards the Company’s operations.
In addition, at least 1 independent director who is a member of the Audit Committee must
have sufficient knowledge and experience in accounting or finance to be able to perform the duties of
reviewing the credibility of the financial statements. The Company shall consider other qualifications including
business experience, specialization related to business, ethics, etc.
The criteria and procedures of the appointment of the Audit Committee is the same as the
criteria and procedures for the appointment of the Company’s directors. The Audit Committee member
who has retired by rotation may be appointed to be re-appointed. In the case that the position of the Audit
Committee becomes vacant for any other reason other than the expiration of the term. The Board of
Directors shall appoint a qualified person to be on the Audit Committee in order for the Audit Committee
to have a complete number of directors as specified by the Board of Directors. The person who is the
replacement director will hold the position for the remainder of the term of the Audit Committee member
which was replaced only.
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Nomination of Directors
The Nomination and Remuneration Committee shall nominate the candidates of directors who
comply with the section 68 of Public Company Limited Act B.E. 2535 and the Securities and Exchange
Commission Act or the Capital Market Commission Act relevant to the business. Other qualifications in
other aspects shall also be taken into account, such as knowledge, expertise and experience relevant to
the business itself, professional skills, specialized expertise, gender, age, race, nationality, etc., and the
benefits of the business to ensure diversity in line with the diversity policy in the committee structure.
The Nomination and Remuneration is responsible for nominating individuals qualified to be
the Company’s directors and propose for an appointment to the Board of Directors to fill the vacancy for
reasons other than retirement by rotation or propose to the Shareholders’ Meeting for further consideration.
Shareholders of the Company also have the opportunity to nominate qualified individuals for election as
directors in advance according to the rules prescribed by the Company. This is regarded as an external
mechanism that can help to obtain the required experts including the use of director database of the Thai
Institute of Directors (IOD).
108
Annual Registration Statement / Annual Report 2025
(Form 56-1 One Report)