competent persons who are specialized in different areas, who would benefit the operation of the Company. The list also recognize necessity of the Board diversity, including a ratio of female Directors (sexual diversity), Independent Directors, diversity of race and nationality and diversity of skills of existing Directors of the Company including knowledge, skills, expertise, experiences and specialization that would benefit the Company and correspond with business strategies pursuant to Board Skills Matrix of the Company, without any discrimination against gender, race, nationality, skin color, ethnicity or religion, in order to ensure the diversity of the Board composition, suitable and in line with the Board Diversity Policy and that the Board of Directors can effectively respond to the existing and future strategies and goals of the Company, as follows: The nomination and appointment of Director to replace the Director retired by rotation. The Company gives opportunities to shareholders to nominate suitable and qualified persons for selection as Directors of the Company in advance of the Annual General Meeting of Shareholders every year. The Nominat ion and Remuneration Committee has an obligation to search for and select suitable and qualified candidates in accordance wi th the Director Nominat ion and Appointment Criteria and Procedures and propose the candidates to the Meeting of the Board of Directors for consideration and approval before proposing the list of such candidates to the General Meeting of Shareholders for consideration and approval. The approval of the General Meeting of Shareholders must be a majority of votes of shareholders who attends the meeting and is entitled to vote. In order to be in compliance with the corporate governance principles, the shareholders should be allowed to vote on each candidate for the election of Director. In case of nomination of a candidate who is previously a Director of the Company, the results of performance in the previous years, time dedication and participation as Director of each such candidate shall be taken into consideration. The nomination and appointment of Director to replace the Director in cases other than retiring by rotation. In accordance with the articles of association of the Company, the Nomination and Remuneration Committee has an obligation to search for and select suitable and qual ified candidates according to the Director Nomination and Appointment Criteria and Procedures and propose such candidates to the Meeting of the Board of Directors for consideration and appointing a candidate as Director to replace the director position in vacancy except in the case that the vacant seat has less than two (2) months left in its term. The Director who claims the seat shall remain in office for the remaining term of the Director one has replaced. On this matter, the approval of the Meeting of the Board of Director for such appointment requires at least 3/4 votes of the number of remaining Directors. The nomination and appointment of members of Sub-Committees. The Nomination and Remuneration Committee has an obligation to search for and select suitable and qualified Directors of the Company in accordance with the Sub-Committee Nomination and Appointment Criteria and Procedures, which include the charter of each Sub-Committee, and propose the candidates to the Meeting of the Board of Directors for consideration and appointing as members of the Sub-committee. The member of the Sub-Committee shall hold the office for three (3) years per term. The approval of the Meeting of the Board of Directors for such appointment requires a majority of votes of the Meeting of Board of Directors. The member of the Sub-committee who retires by rotation may be re-appointed for another term by the Board of Directors. In case of vacancy other than by rotation, the replacing Director shall remain in office in the Sub-committee for the remaining period of the Director one has replaced. Consideration of qualifications of the Independent Directors. The performance of Independent Director’s duties is a key mechanism of administering the Company’s business operation as it is to assure that the decisions of the Board of Directors will take into account the interests of shareholders as a whole and to ensure compliance with the corporate governance principles. In this connection, we have specified qualification of Independent Directors of the Company in the Corporate Governance and Business Code of Conduct Handbook and disclosed such manual on the Company’s website. The qualifications of Independent Directors established by the Company is stricter than those prescribed by the Notification of the Capital Market Supervisory Board on the matter regarding the shareholding of no more than 0.5% (while the Notification of the Capital Market Supervisory Board requires only shareholding of no more than 1%) of total shares with voting rights of the Company, parent company, subsidiaries and affiliates, major shareholders or persons with controlling power over the Company whereby the shareholding of related persons of the Independent Director must be counted in. In addition, the Company requires that the Independent Directors may remain in office for no more than nine (9) consecutive years from the date of initial appointment. This requirement is included in the charter of Independent Directors which has been disclosed on the Company’s website. 118 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2021
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