Panjawattana Plastic Public Company Limited

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Panjawattana Plastic Public Company Limited Annual Report 2012The method for vacating directors from office in the first and second year afterthe Company’s registration is by drawing lots. In the following years, the directorswho are in office the longest shall retire. The retiring directors may be re-electedas the directors for another term.4. Any director desiring to resign shall submit his/her resignation letter to theCompany. The resignation shall take effect on the date of submission.The director who resigned under paragraph one may inform the Registrarunder the law on public company of his/her resignation.5. In the case where the directors retire due to reasons other than a retirement byrotation, the Board may select and propose names of qualified persons nothaving prohibited qualifications according to the law on public company limitedand the securities and exchange law as a replacement at the next Board meeting.Except when the remaining terms of the directors are less than two months, theperson appointed as replacing director may take office for the remaining period ofthe director he replaces.The Board’s resolution under paragraph one must consist of votes made bynot less than three-fourths of the existing directors.6. The annual general meeting of shareholders has the right to terminatedirectorship of any director before his completion of term of service by not lessthan three-fourths votes of the shareholders who attend the meeting in person andhave the rights to vote, and hold total shares of not less than half of the sharesheld by the shareholders who are present at the meeting and have the rights tovote. Independent directorAt least one-third of the members of the Board of Directors shall beindependent directors.42
Panjawattana Plastic Public Company Limited Annual Report 2012The Board of Directors or the meeting of shareholders (as the case may be)shall appoint independent directors as members of the Board of Directors. The Companyhas the policy to appoint at least one-third of the members of the Board of Directors fromindependent directors and there shall be three independent directors sitting in the Board.The criteria and procedures for appointing independent directors are accordingto the criteria and procedures for appointing the Board of Directors. Generalqualifications of the persons nominated as independent director shall be consideredfrom qualifications and prohibitive characteristics as prescribed in the Public LimitedCompanies Act and the Securities and Exchange Act, including relevant notifications,rules and/or regulations. The independent directors must hold education degree,expertise, working experience and other suitable qualifications for consideration andappointment by the meeting of the shareholders. In the case that any independentdirector has vacated the office before his completion of term of service, the Board ofDirectors may appoint qualified independent director in replacement. The personappointed as replacing director may take office for the remaining period of the directorhe replaces.The Board of Directors set out qualifications of independent directors as follows;1) Not own shares exceeding 1% of total shares with voting right in the Company,the parent company, the Company’s subsidiaries, associated companies, majorshareholders or persons with controlling power including shareholding of thatindependent director’s related persons;2) Not get involved in management as a director, either in the past or at present,not be an employee or corporate advisor receiving a regular salary, or havingcontrolling power of the Company, subsidiaries, associated or relatedcompanies, or a major shareholders or persons with controlling power, excepthaving retired from such work for not less two years before being appointed asan independent director;43
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