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manage  the  operation,  except  where  the  terms  in  such  positions  have
                                expired for more than 2 years on the date of appointment.

                                Business  relation  mentioned  in  paragraph  1  include  regular  commercial
                                transactions, immovable property leasing, assets and service transaction or
                                the provider or receiver of financial assistance through loans, guarantee,

                                using properties as collaterals and the likes that lead to a situation where
                                the company or contractual party is obligated to repay the other party an
                                amount of 3% of the net tangible assets of the company or an amount of
                                20 million Baht or over, depending which is lower.

                            (5)  Must not be or has never been an auditor of a company, parent company,

                                subsidiary,  associate  company,  major  shareholder  or  a  person  who  has
                                the  authority  to  manage  the  operation  or  has  never  been  implied
                                shareholder or a person with an authority to manage an auditing firm in
                                which the auditor of the company, parent company, associate company,

                                affiliated company, major shareholder or a person who has the authority to
                                manage the operation is working  with, except  where the terms of such
                                positions have expired for more than 2 years on the date of appointment.

                            (6) Must not be or has never been a person who provide professional service
                                including  legal  or  financial  service  with  a  compensation  of  more  than

                                2 million Baht per year for a company, parent company, subsidiary, associate
                                company, major shareholder or a person who has the authority to manage
                                the operation or has never been a significant shareholder or a person with
                                an authority to manage or a shareholder of such auditing firm, except where

                                the terms of such positions have expired for more than 2 years on the date
                                of appointment.

                            (7) Must not be a member who is appointed as a proxy of other board member
                                of  the  company,  major  shareholder  or  shareholder  related  to  the  major
                                shareholder.

                            (8) Must  not  engage  in  a  business  with  the  same  type  of  operation  that

                                competes with a company or associate company or has never been implied
                                shareholder or an executive director, an employee, staff, a regularly paid
                                advisor or a person holding more than 1% of voting shares of other company
                                whose nature of operation is the same and competes with the operation of

                                the company and its subsidiary company.







                   สายงานส านักเลขาธิการองค์กร บริษัท เมืองไทยประกันชีวิต จ ากัด (มหาชน)             51
                   Corporate Secretariat Office Division, Muang Thai Life Assurance PCL.
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