Page 143 - ANNUAL REPORT DESIGN

Qualifications of Directors
1. Must possess qualifications and must not have any prohibited characteristics under the public limited companies law, securities and exchange law, rules and regulations of the Company and the relevant supervisory agencies, and the Company’s good corporate governance. In case of nomination of an independent director, such nominated person shall possess the qualifications as specified in the Company’s Definition of Independent Director. In case of nomination of a member of the Audit Committee, such nominated person shall possess additionalqualificationsinaccordancewiththelaws;
2. Musthaveknowledge,capability,skills,experience, and diversified expertise beneficial to the Company’s businesses;
3. Must be independent, perform the director’s duty with due care, be honest, be mentally and physically healthy, and be able to fully commit to work for the Company; and
4. Must have a good work profile and must not engage in a business or be a partner in a general partnership or be a partner having unlimited liability in a limited partnership or a director in other private or public company which carries on businesses of the same nature as and in competition with the Company’s businesses, except the shareholders’ meeting is advised before a resolution is passed to elect such person and other relevant laws are complied with.
Additional Qualifications of Independent Directors
In case of nomination of an independent director, such nominated person shall possess the qualifications under the Definition of Independent Director of the Company, which is “more stringent” than the minimum requirement of the notifications of the Capital Market Supervisory Board, i.e., the shareholding of an independent director (including shares held by his/her related persons) shall “not be more than 0.75%” of the total number of shares having the voting rights of the Company, the parent company, the subsidiaries, the associated companies, the major shareholders, or the controlling person of the Company. (Additional details can be found in Form 56-1.)
Additional Qualifications of Members of the Audit Committee
Apart from possessing the qualifications of independent directors, the members of the Audit Committee shall possess the following additional qualifications:
1. Must be appointed by the Board of Directors to be a member of the Audit Committee;
2. Must not be a director who has been assigned by the Board of Directors to make decisions in the business operations of the Company, the parent company, the subsidiaries, the associated companies, the subsidiaries of the same level, the major shareholders, or the controlling person of the Company and must not be a director of the parent company, the subsidiaries, or the subsidiaries of the same level that are isted companies;
3. Mustbeknowledgeableandexperiencedinperforming his/her duty as a member of the Audit Committee where at least one member must be knowledgeable and experienced in reviewing the accountability of financial statements; and
4. Must have full and prop erqualifications in accordance with the laws and regulations of the authorities.
Nomination of Directors Who Must Retire by Rotation, Nomination of New Directors, and Allowing Minority Shareholders to Nominate Director Candidates for Election at the Annual General Meeting of Shareholders
The Nomination and Remuneration Committee (by the members not having a conflict of interest) reviewed the qualifications of the directors who will retire by rotation at the 2015 Annual General Meeting of Shareholders, namely Mr. Kavin Kanjanapas (Director), Dr. Anat Arbhabhirama (Director), Professor Lt. Gen. Phisal Thepsithar (Independent Director), and Mr. Cheong Ying Chew, Henry (Independent Director). The Nomination and Remuneration Committee was of the opinion that these 4 directors had the knowledge, capability, experience, and expertise that would be beneficial to the Company’s operations, that they possessed the qualifications and did not possess any prohibited characteristics under the Public Limited Companies Act B.E. 2535 (1992) (as amended), the Securities and Exchange Act B.E. 2535 (1992) (as amended), and the relevant announcements, that the Independent Directors also possessed the qualifications in accordance with the Definition of Independent Director of the Company; therefore, the Nomination and Remuneration Committee recommended the Board of Directors’meetingtofurtherproposethatthe2015Annual General Meeting of Shareholders consider the election of these 4 persons to be the directors of the Company for another term.
BTS GROUP HOLDING PCL 33
ANNUAL REPORT 2015 / 16