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4. Qualifications, Structure and Composition of the Board of Directors 22 4.1 Independence and Impartiality of Directors 23 4.2 Qualifications of Directors 23 4.3 Qualifications of Independent Directors 23 4.4 Composition of the Board of Directors 24 4.5 Chairman of the Board and the Chief Executive Officer 24 4.6 Terms of Directorship 24 4.7 Directors’ Retirement 25 4.8 Nomination of Directors 25 4.9 Directors’ Remunerations 25 4.10 Sub-Committees of the Board of Directors 26 • The Audit Committee 26 • The Compensation Committee 27 • The Corporate Governance and Nomination Committee 27 5. Functioning of the Board of Directors 28 5.1 Specific Duties and the Responsibilities of the Board of Directors 29 5.2 Meetings of the Board of Directors 31 5.3 Company Secretary 32 5.4 Annual Report of the Board of Directors 32 5.5 Communication with Management 33 5.6 Assessment of Performance of the Board of Directors 33 5.7 Assessment of Performance of the Chief Executive Officer 33 5.8 Hiring External Expert Consultants 34 5.9 Orientation for New Directors and Enhancement of Business Knowledge 34 5.10 Receiving Complaints regarding Corporate Governance and Code of Conduct 34 5.11 Corporate Governance and Code of Conduct Revision 35 6. Banpu Code of Conduct 36