64
Annual Report
2013
1. Composition of the Board of Directors
1.1 Composition of the Board of Directors
The Company requires its Board of Directors
to have no less than 7 members and no more than
15 members. Executive directors shall not exceed
one third of the total Board members. Independent
Directors shall comprise no more than one third of
the total directors and no less than three members.
No less than half of the directors shall reside within
the country. The Chairman of the Board of Directors
shall be a non-executive member and not be the
same person as the CEO who is the topmanagement
of the Company. The Chairman of the Board and the
CEO are appointed from existing directors by election
of shareholders’ meeting or the Board of Directors.
Such composition has been designed for the Board
of Directors to perform their duties in overseeing and
controlling, and maintain balance of power in the
most efficient and effectivemanner. The composition
of the Board of Directors also ensures that the
Board’s performance is in line with the Company’s
regulation.
Management Structure
1.2 Qualifications of Directors
A Director shall not have prohibited
qualifications by law. A Director shall not be a
bankrupt person, an incapable or quasi-incompetent
person, shall not have been convicted in a legal
proceeding to have violated laws related to assets
in a fraudulent action, never be terminated from
a government or private organizations due to
malpractice, have never been deprived from being
a director, manager, employee or an authorized
executive in other organization, not be a politician,
a member of the Parliament, Senate, or a member
of a local administrative office or administrator, have
educational andwork experience or other experience
as specified by the Company, devote sufficient
time and full capability for the best benefits of the
Company, andhaveduties to attend regularmeetings.
While in office, a Director can hold directorship
in no more than three other listed companies.
ADirector shall notmanage or make any arrangement
