Page 52 - กฎบตรคณะกรรมการบรษท และคณะกรรมการชดยอย_ป 2565

Notification of the Insurance Commission
Re: Criteria, Procedures and Conditions for Receipt and Payment of Money,

Audits and Internal Control of Life Insurance Company B.E. 2557 (2014) and
No. 2 B.E. 2563 (2020)

Chapter 4 Section 19: Qualifications of the independent directors

(1) Must not hold more than 1% of voting shares of the company, parent

company, subsidiary, associate company, major shareholder or a person who
has the authority to manage the operation, including shareholding of
persons related to that member.

(2) Must not be or has never been an executive director or being an employee,
staff, a regularly paid adviser or authorized manager of the company, parent
company, subsidiary, associate company, subsidiary in the same level, major

shareholder or a person who has the authority to manage the operation,
except those whose terms in aforementioned positions have expired for

more than 2 years on the date appointed as a member. This prohibition shall
not apply to the independent director who used to work as government
officials or the advisers to government agencies who are the major

shareholders or the persons who have the authority to manage the
company.

(3) Is not a person with a blood relationship or being legally registered as
the parents, spouse, sibling and offspring including the spouse and

offspring of the other board member, management, major shareholders, a
person with an authority to manage or a person who is about to be

nominated to a management position or a person with an authority to
manage in the company or subsidiary company.

(4) Must not have or has never have a business relationship with the company,

parent company, subsidiary, associate company, major shareholder or a
person who has the authority to manage the operation in such a way that
might hinder an independent use of judgment and is not or has never been

a significant shareholder or a person with an authority to manage that has
a business relationship with the company, parent company, subsidiary,
associate company, major shareholder or a person who has the authority to

สายงานส านักเลขาธิการองค์กร บริษัท เมืองไทยประกันชีวิต จ ากัด (มหาชน)
50 Corporate Secretariat Office Division, Muang Thai Life Assurance PCL.