Page 169 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.3 Corporate Governance Perfomance Report 167
Annual Report 2021/22

4. Must not have or have had any business relationship with the Company, its parent 7. Must not be a director who has been appointed as a representative of a
company, Subsidiary, associated company, major shareholder, or controlling director of the Company, a major shareholder, or a shareholder who is a
person in the manner that may obstruct the exercise of his/her independent related person of the major shareholder;
judgment, and must not be or have been a key shareholder or a controlling
person of any entity having a business relationship with the Company, its parent 8. Must not engage in the business of the same nature as and in significant
company, subsidiary, associated company, major shareholder, or controlling competition with the business of the Company or its subsidiaries, and must
person, unless such status has ceased for at least 2 years; not be a key partner in a partnership, an executive director, an employee, a
member of staff, or an advisor who receives a regular salary, or hold more
The “business relationship” as stated in the first paragraph shall include than 1% of the total number of shares having voting rights of a company
conducting ordinary business transactions, offering or taking on leases of that engages in the business of the same nature as and in significant
any immovable properties, conducting transactions relating to assets or competition with the business of the Company or its subsidiaries; and
services, or granting or accepting any financial supports by way of offering
or taking on loans, guarantees, asset-based collaterals, including any other 9. Must not have any other characteristics that may obstruct his/her ability to
similar actions, which result in the Company or the counterparty being give independent opinion on the Company’s operation.
indebted to the other party in the amount of 3% or more of the net tangible
assets of the Company or THB 20mn or more, whichever is lesser, where After being appointed as an independent director, such independent director
the consideration of such indebtedness shall include any indebtedness may be assigned by the Board of Directors to make a decision with regard
taking place during a period of 1 year prior to the commencement date of to the business operations of the Company, its parent company, subsidiary,
the business relationship with such person; associated company, subsidiary of the same level, major shareholder or
controlling person, provided that such decision shall be a collective decision.
5. Must not be or have been an auditor of the Company, its parent company,
subsidiary, associated company, major shareholder, or controlling person, Tenure of independent directors: The tenure of an independent director of the
and must not be a key shareholder, a controlling person, or a partner of Company should not exceed a cumulative term of 9 years from the first day
any audit firm of which the auditor of the Company, its parent company, of service. Upon completing 9 years, an independent director may continue
subsidiary, associated company, major shareholder, or controlling person, to serve on the Board of Directors, subject to the Board of Directors’ rigorous
is a member, unless such status has ceased for at least 2 years; review of his/her continued independence.

6. Must not be or have been a provider of any professional services, including Additional qualifications of members of the audit Committee: Apart from
a legal advisor or a financial advisor who receives or has received service possessing the qualifications of independent directors, the members of the
fees in the amount of more than THB 2mn per year from the Company, Audit Committee shall possess the following additional qualifications:
its parent company, subsidiary, associated company, major shareholder,
or controlling person, and must not be a key shareholder, a controlling
person, or a partner of such professional services provider, unless such
status has ceased for at least 2 years;