Page 85 - Demo

Super Turtle Public Company Limited 83Nomination and Appointment of Directors The Board of Directors is responsible for the nomination and selection of qualified individuals to be appointed as the Company%u2019s director and independent director. This process involves considering candidates%u2019 skills, experience, expertise, knowledge and capabilities to ensure they align with the Company%u2019s strategies and performance targets as determined through board skill matrix mechanism. The Board of Directors may consider and nominate the candidate from the following channels:(1) the recommendations from executives, directors and other reliable persons, including professional search firms and director pool; and(2) the nomination of candidate by the Company%u2019s shareholders for elections as directors at an annual general meeting of shareholders pursuant to the criteria and process established by the Company.When considering the re-election of a director for another term, the Board of Directors shall evaluate the individual%u2019s the past performance, meeting attendance and overall involvement. In case of re-election of an independent director, the Board of Directors shall also assess their independence pursuant to the qualifications required for an independent director. The appointment of a director must be approved by the Board of Directors and/or shareholders (as the case maybe) pursuant to the laws and the Company%u2019s articles of association.Q ua l i fc a t io n s o f D i re c to rs a nd Independent DirectorsQualifcations of Directors1) Being fully qualified and free from any prohibited characteristics for being a director under public limited company laws, securities and exchange laws, and other relevant laws and regulations.2) Possessing qualifications, knowledge, capabilities, skills, experience, and expertise that are beneficial to the Company%u2019s business operations.3) Being independent, performing the director%u2019s duties with due care and integrity, maintaining strong physical and mental health, and being able to dedicate time to work for the Company.4) Having a good professional background and not engaging in any business, being a partner in an ordinary partnership, being a partner with unlimited liability in a limited partnership, or being a director of any other private or public company with the same nature of business that competes with the Company, unless this is disclosed to the shareholders%u2019 meeting prior to the resolution appointing such director, and is done in compliance with relevant laws.5) In case of an independent director, possessing qualification as specified in the Company%u2019s definition of independent director.Qualifcations of Independent DirectorsAn independent director is a director who: (i) does not participate in managing the business operations of the Company, its subsidiary, and/or associated company, (ii) is independent from a controlling person, major shareholder, and executives of the Company, and (iii) has no relationships that may interfere with his/her independent judgment.The definition of an independent director, as defined by the Company, is equivalent to the minimum requirements of the SEC Office and the SET, as follows:1) Holds no more than 1% of the total shares entitled to vote in the Company, its parent company, subsidia ry, associated company, majo r shareholder, or controlling person, including shares held by related persons of such an independent director.2) Neither being nor having been a director involved in the management, employee, staff, salaried consultant, or controlling person of the Company, its parent company, subsidiary, associated company, same-level subsidiary, major shareholder, or controlling person, unless such a relationship ended at least two years ago. This exclusion does not apply to independent directors who were government officers or advisors of a governmental agency that is a major shareholder or controlling person of the Company.3) Neither currently having nor having had a business relationship with the Company, its parent company, subsidia ry, associated company, majo r shareholder, or controlling person that may interfere with his/her independent judgment. This also applies to significant shareholders or controlling persons of any entity having such a business relationship, unless the relationship ended at least two years ago.4) Not being related by blood or legal registration as a father, mother, spouse, sibling, or child (including the spouse of a child) of a director, executive, major shareholder, controlling person, or person to be nominated as a director, executive, or controlling person of the Company or its subsidiary.Introduction Nature of Business Business Performance Corporate Information Corporate Governance Financial Report Attachment