Definition of Independent Director

Charter

 

Selection of Independent Director

Qualifications of Independent Director

  1. Holding shares not exceeding one percent of the total number of shares with voting rights of STA, its parent company, subsidiary company, associate company, or a major shareholder or controlling person of STA, including shares held by related persons of such independent director.
  2. Not having any relationship with (a) STA; (b) STA's holding company, subsidiary or a subsidiary of a subsidiary of STA; (c) any person who has an interest who holds not less than ten percent of the total voting shares in STA; and/or (d) any officers of STA who can interfere with the exercise of any Director's independent judgment.
  3. Neither being nor having an immediate family member (which includes spouse, child, adopted child, stepchild and parents) who is or was, in the current or immediate past financial year, a 10% shareholder of, or a partner in (with 10% or more stake), or an executive officer of, or a director of, any organisation to which STA or any of its subsidiaries made, or from which STA or any of its subsidiaries received, significant payments or material services (which may include auditing, banking, consulting and legal services), in the current or immediate past financial year.
  4. Not being or having been directly associated with a shareholder who holds more than 10% of the shares of STA in the current or immediately preceding financial year.
  5. Not being or having been an executive director, employee, staff, advisor who receives salary, or a controlling person of STA, its parent company, subsidiary company, associate company, same-level subsidiary company, major shareholder or controlling person of STA, unless the foregoing status ended not less than three financial years prior to the appointment as independent director. Such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit that was a major shareholder or controlling person of STA.
  6. Not being a person related by blood or legal registration as father, mother, spouse, sibling, and child, including spouse of child, of a director, executive, major shareholder, controlling person, or person to be nominated as director, executive or controlling person of STA or its subsidiary company.
  7. Not having an immediate family member including spouse, child, adopted child, stepchild, sibling and parent, who is, or has been in any of the past three financial years, employed by STA or any of its related companies and whose remuneration is or was determined by the remuneration committee.
  8. Not being a director or having an immediate family member including spouse, child, adopted child, stepchild, child of spouse, sibling, and parent who accepts or has accepted compensation from STA or any of its related companies for the provision of services, other than services as director, for the current or immediately preceding financial year.
  9. Not having or having had a business relationship with STA, its parent company, subsidiary company, associate company, major shareholder or controlling person, in a manner which might interfere with his independent judgement, and not being or having been a significant shareholder or controlling person of any person having a business relationship with STA, its parent company, subsidiary company, associate company, major shareholder or controlling person, unless the foregoing relationship ended not less than two years prior to the appointment as independent director.
  10. Not being or having been an auditor of STA, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs an auditor of STA, its parent company, subsidiary company, associate company, major shareholder or controlling person, unless the foregoing relationship ended not less than two years prior to the appointment as independent director.
  11. Not being or having been a provider of any professional services including those as legal advisor or financial advisor who receives or received service fees exceeding two million baht per year from STA, its parent company, subsidiary company, associate company, major shareholder or controlling person, and not being a significant shareholder, controlling person or partner of the provider of such professional services, unless the foregoing relationship ended not less than two years prior to the appointment as independent director.
  12. Not being a director appointed as representative of directors of STA, a major shareholder or a shareholder who is related to a major shareholder of STA, or a director who is or has been directly associated with a shareholder who holds 10% or more of the shares of STA, in the current or immediately preceding financial year. A director will be considered "directly associated" with a shareholder who holds 10% or more of the share of STA when the director is accustomed to or under obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of such shareholder in relation to the corporate affairs of STA.
  13. Not undertaking any business that is of the same nature as and in competition to the business of STA or its subsidiary company, and not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holds shares exceeding one percent of the total number of shares with voting rights of any other company that engages in business that is of the same nature as and in competition to the business of STA or its subsidiary company.
  14. Not having any other characteristic that could cause the inability to express independent opinions with regard to the business operations of STA.

The qualifications of the Independent Director of STA are more stringent than the definitions as specified in the notification of the Capital Market Supervisory Board. Additionally, The Board of Directors is of the opinion that both Mr. Prakob Visitkitjakarn and Mr. Kriang Yanyongdilok, who have served as Independent Directors for STA beyond nine years, should continue to serve as Independent Directors of STA as they have the qualifications required by the Capital Market Supervisory Board and do not have any characteristics which would cause them to be unable to express their independent opinions with regard to STA’s business operations. During their respective terms of appointment, both Mr. Prakob Visitkitjakarn and Mr. Kriang Yanyongdilok have performed their duty as Audit Committee and Remuneration Directors for the benefit and the good governance of STA.