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(9) Possess no other qualifications which may hinder the render of independent
views on the operation of the company.

After having been appointed to be Independent director whose
qualifications meet the requirements in paragraph 1, Independent director
may be assigned by the Board of directors to make a decision on

the operation of the company, parent company, subsidiary, associate
company, major shareholder or a controlling person. The decision must be
collective.

The provisions in (2) (4) (5) and (6) related to the qualifications of
the independent directors of the company in the period of 2 years in prior

to the appointment shall apply to independent director who is appointed to
the position since July 1, 2015 henceforth.

For the benefit of provisions in paragraph (5) and (6), the word “partner”

shall mean a person, assigned by the auditing firm or professional service
agency to sign the financial report or professional service report, whichever
case may be, on behalf of that juristic person.

Section 20: In a case where a person, appointed as an independent director by

the company is a person who has or used to have a business relationship or used
to provide professional service whose value is higher than that specified in
Section 19(4) or (6), the company shall receive a relaxation on the regulations

related to business relationship or the provision of professional services whose
value is higher than specified amount and when the company has arranged to
have the opinions of the company’s board to reflect that the appointment of

such person shall not affect the performing of his duties and the rendering of
independent opinions. The company shall also make an arrangement to disclose
the following information in an invitation to a shareholders meeting to consider

the appointment of independent director.

(1) The nature of business relationship or the provision of professional service
that caused such person to be disqualified.

(2) Reasons and necessity to retain or appoint such person as an independent
director.

(3) The opinion of the Board of directors to appoint such person as
an independent director.

สายงานสํานักเลขาZิกา องคNก บ ิษัท เมืองไทยป ะกันชีวิต จํากัด (มหาชน)
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Corporate Secretariat Office Division, Muang Thai Life Assurance PCL.