Page 168 - BTSGroup ONE REPORT 2021/22_EN

166 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l

Nomination of directors: The Nomination and Remuneration Committee 4. Must have a good work profile and must not engage in a business or be
is responsible for the nomination of new directors. The Nomination and a partner in a general partnership or be a partner having unlimited liability
Remuneration Committee will select and nominate potential candidates to in a limited partnership or a director in other private or public company
the Board of Directors or the shareholders’ meeting (as the case may be) which carries on businesses of the same nature as and in competition with
for consideration and appointment. The following matters will be taken into the Company’s businesses, except the shareholders’ meeting is advised
consideration as part of the selection criteria: the structure of the Board of before a resolution is passed to elect such person and other relevant laws
Directors, which shall consist of members in the number that is suitable for are complied with.
the size and business strategy of the Company, the diversity in the structure
of the Board of Directors, including but not limited to race, religion, national Additional qualifications of independent directors: In case of nomination of an
origin and gender, as well as the appropriateness of the qualifications, required independent director, such nominated person shall possess the qualifications
expertise and missing proficiency in the Board of Directors. The Board Skill under the Definition of Independent Director of the Company, which is “more
Matrix will be used to identify the required qualifications. stringent” than the minimum requirement of the notifications of the Capital
Market Supervisory Board as follows:
Qualifications of directors: Directors of the Company shall have the following
qualifications: 1. Must not hold more than 0.75% of the total number of shares having voting
rights of the Company, its parent company, Subsidiary, associated company,
1. Must possess qualifications and must not have any prohibited characteristics major shareholder, or controlling person, and, for the purpose of calculation,
under the public limited companies law, securities and exchange law, rules the number of shares held by a related person of such independent director
and regulations of the Company and the relevant supervisory agencies, and shall also be included (the Company’s criterion on this matter is more stringent
the Company’s good corporate governance. In case of nomination of an than the minimum requirement of the notifications of the Capital Market
independent director, such nominated person shall possess the qualifications Supervisory Board, which limits a holding of not more than 1%);
as specified in the Company’s Definition of Independent Director. In case
of nomination of a member of the Audit Committee, such nominated person 2. Must not be or have been an executive director, an employee, a member
shall possess additional qualifications in accordance with the laws; of staff, an advisor who receives a regular salary, or a controlling person
of the Company, its parent company, subsidiary, associated company,
2. Must have knowledge, capability, skills, experience, and diversified expertise subsidiary of the same level, major shareholder, or controlling person,
beneficial to the Company’s businesses; unless such status has ceased for at least 2 years;

3. Must be independent, perform the director’s duty with due care, be honest, 3. Must not be a person who is related by blood or law as the father, mother,
be mentally and physically healthy, and be able to fully commit to work for spouse, sibling, and child, including being the spouse of a child, of any
the Company; and other Director, executive, major shareholder, controlling person, or any
person who is to be nominated as a Director, an executive, or a controlling
person of the Company or its subsidiary;