Process and Criteria for Nominating Directors
- The Corporate Governance and Nomination Committee is responsible for selecting directors to replace those whose terms have expired or to fill vacant positions for other reasons. The process includes the following steps:
- Review the Structure and Composition of the Board: The committee reviews the overall structure and composition of the board to strengthen its overall effectiveness.
- Review General and Specific Qualifications: The committee reviews general qualifications, specific qualifications, and qualifications for independent directors. Additional criteria are set to align with the company’s business strategy and comply with the regulations of the Stock Exchange of Thailand.
- The general qualifications include:
- Not being mentally incapacitated or insane.
- Not having been sentenced to imprisonment by a final judgment, except for offenses committed through negligence.
- Not having been adjudged or ordered by a court to have assets forfeited to the state.
- Not being or having been bankrupt.
- Being able to dedicate sufficient time to the company and not being a director in more than five listed companies.
- Having integrity and accountability.
- Making decisions based on information and reasoning.
- Having maturity, stability, and the courage to express differing and independent opinions.
- Adhering to principled and professional standards.
- Other characteristics deemed important by the Corporate Governance and Nomination Committee.
- Specific Knowledge and Expertise: The committee ensures the board has a diverse mix of skills, gender, and experience, including knowledge of the company’s business, accounting and finance, management, strategy formulation, business decision-making, marketing, corporate governance, and legal matters.
- Independent Director Qualifications: Independent directors must meet general and specific qualifications and comply with the “Practices for the Board of Directors of Banpu Public Company Limited B.E. 2552 (7th Amendment, B.E. 2567).” Independent directors must hold no more than 0.5% of the total voting shares of the applicant, major company, subsidiary, associate, major shareholder, or controlling person of the applicant, including shares held by related persons of the independent director.
- The general qualifications include:
- To replace directors whose terms have expired or fill vacant positions, the committee considers names from the Director Pool and allows all board members to propose suitable candidates. The board also announces its diversity structure on the company’s website, allowing minority shareholders to propose suitable candidates within specified timeframes and conditions.
- All proposed names from the board and minority shareholders undergo a selection process, considering knowledge, skills, experience, general qualifications, and specific qualifications (Board Skill Mix) beneficial to the board’s structure and collaboration. The list of candidates will be more than twice the number of vacant director positions.
- After the selection process, the Corporate Governance and Nomination Committee proposes the candidates to the board for approval and then to the annual general meeting of shareholders for appointment. The shareholders’ meeting approves the appointment of directors with a majority vote of more than half of the total votes of shareholders present and eligible to vote, with individual voting for each director.