Definition of Independent Directors
- Hold shares not exceeding 1% of the total number of voting shares of the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons, except that such shareholding has ended for not less than 2 years. In this regard, such prohibited characteristics exclude the case where an independent director used to be a government offcial or an advisor to a public authority which is a major shareholder or controlling person of the Company;
- Neither be nor have been an executive director, staff, employee, advisor receiving a regular salary from the Company, or controlling person of the Company, its parent company, subsidiary companies, associated companies, subsidiary companies in the same level, major shareholders, or of controlling persons, except that the aforementioned status has ended for not less than 2 years. In this regard, such prohibited characteristics exclude the case where an independent director used to be a government offcial or an advisor to a public authority which is a major shareholder or controlling person of the Company;
- Not be a person related by blood or legal registration, such as father, mother, spouse, sibling, and child, including the spouse of child, of an executive, major shareholder, controlling person, or persons to be nominated as an executive or controlling person of the Company or its subsidiary companies;
- Neither have nor formerly have had a business relationship with the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, in the manner which may interfere with own independent judgment, as well as neither be nor formerly have been a significant shareholder, or controlling person of any person having a business relationship with the Company, its parent company, subsidiary companies, major shareholders, or controlling persons of the Company, except that the aforementioned relationship has ended for not less than 2 years;
- Neither be nor have been the auditor of the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, and not be a significant shareholder, controlling person, or partner of an audit firm having auditors who carry out the audit of the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, except that the aforementioned status has ended for not less than 2 years;
- Neither be nor have been any professional service provider, including legal advisor or financial advisor receiving fees exceeding 2 million baht per annum from the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, and not be a significant shareholder, controlling person, or partner of such professional service provider, except that the aforementioned status has ended for not less than 2 years;
- Not be a director appointed to be a representative of directors of the Company, major shareholder, or shareholder who is a connected person of the major shareholder;
- Not engage in any business of similar nature to and significantly competing with business of the Company or its subsidiary companies, or not be a significant partner in a partnership or an executive director, staff, employee, advisor receiving a regular salary, or hold shares exceeding 1% of the total number of voting shares of other companies operating a business of similar nature to and significantly competing with business of the Company or its subsidiary companies;
- Not have any other characteristics which may prevent him or her from expressing an independent opinion on the Company’s operations.