Panjawattana Plastic Public Company Limited

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Panjawattana Plastic Public Company Limited Annual Report 20128. Perform any other duties as assigned by the Executive Committee or the Board.In undertaking any matter that the Chief Executive Officer or his authorized person orother person that may have conflicts of interest (as defined in the notification of the CapitalMarket Supervisory Board and/or the SET, and/or other notifications of relevant agencies) orconflicts of interest in any other nature with the Company or its subsidiary and/or associatedcompanies, the Chief Executive Officer has no authority to approve the said matter. Hence,he must propose to the meeting of the Board of Directors and/or shareholders (as the casemay be) for its approval, except the case of approving a normal transaction under normaltrade conditions in accordance with the notification of the Capital Market Supervisory Boardand/or the SET, and/or other notifications of relevant agencies.Selection of Directors and Executives Board of Directors and Chief Executive OfficerThe Company has no Nomination and Remuneration Committee. In theselection of qualified persons to take office as directors or executives, it has set up aselection procedures by which the major shareholders, and/or representatives of eachgroup of the major shareholders, professionals in related fields, directors, independentdirectors and executives of the Company jointly propose name list of persons whopossess qualifications, experience, and potentiality with emphases on those who haveskills and experience necessary for the Company’s business. The following qualificationswill be taken into consideration.1) Have qualifications in accordance with the Public Limited Companies Act, theSecurities and Exchange Act, regulations of the Securities and ExchangeCommission and SET, and the Company’s corporate governance policies;2) Have knowledge, expertise, and experience in various fields that will benefitand add value to the Company’s operations;40
Panjawattana Plastic Public Company Limited Annual Report 20123) Have characteristics that will support and promote the corporate governance inorder to add value to the Company; perform duties with accountability, care andloyalty and fully committed to the work.The selection and appointment of directors shall be in accordance with theArticles of Association of the Company. The appointed directors must beendorsed by the meeting of the shareholders. The resolution of the meetingshall be made by majority votes of the shareholders who are present and havevoting right.1. The Board of Directors is composed of not less than five directors appointed bythe meeting of the shareholders. Not less than half of the total directors shallhave residence in the Kingdom.2. The meeting of the shareholders shall elect directors according to the followingcriteria and methods:i. Each shareholder has the number of votes equal to the number ofshares held;ii. Each shareholder may use his or her votes to elect one or moredirectors. If many directors are to be elected, he or she must use all ofhis or her votes. He or she may not divide his or her votes amongmore than one candidate at any one time.iii. Candidates with the greatest number of votes and all runners up areelected directors, based on the number of directors needed at thattime. In the event that the last director position to be filled is met withmore than one qualified candidate winning equal numbers of votes,the Chairman of the meeting is the final arbiter.3. At each annual general meeting of shareholders, one-third of the total directorsare due to vacate the office. If the number of directors cannot be divided bythree, the closest number to one-third shall apply.41
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Panjawattana Plastic Public Company Limited

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