Page 172 - BTSGroup ONE REPORT 2021/22_EN

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

The Company believes that a diverse structure of the Board of Directors will • The candidates who receive the most votes in descending order will be elected
broaden the perspectives and enhance the Board of Directors’ performance. as the director(s) up to the number of the directors required to be elected
Particularly, the Company recognises the important role and contributions of at such meeting. In the event that the candidates have equal votes and their
women on the Board of Directors and encourages the nomination of female election would exceed the number of directors required to be elected at such
candidates for the position of directors of the Company without discrimination. meeting, the Chairman of the meeting shall have a casting vote;
Nevertheless, the appropriateness and qualifications of each potential candidate
is an important element for the nomination of new directors. Apart from retirement by rotation, the directors shall cease to hold office
upon death, resignation, lack of qualifications or possession of prohibited
Selection and nomination procedures: The Nomination and Remuneration characteristics according to the Public Limited Companies Act, removal by a
Committee will select candidates for the position of director from the resolution of the shareholders’ meeting, or removal by a court’s order;
recommendation of other directors, the nomination by the shareholders of
the Company at the annual general meeting of shareholders, the service of In case of a vacancy in the membership of the Board of Directors for reasons
external professional search firms, the directors’ pools of various agencies, or other than retirement by rotation, the Board of Directors shall pass a resolution
other nomination procedures as the Nomination and Remuneration Committee by affirmative votes of not less than three-quarters (3/4) of the number of the
considers appropriate. directors remaining in office to elect a person who has the qualifications and
possesses no prohibited characteristics under the Public Limited Companies
Appointment and removal of directors: The appointment and removal of Act as a substitute director at the next meeting of the Board of Directors, unless
directors of the Company are in accordance with the criteria and procedures the remaining term of office of the said director is less than two months; and
as stipulated in the laws and the Company’s Articles of Association.
The shareholders’ meeting may pass a resolution to remove any director from
In every Annual General Meeting of Shareholders, at least one-third (1/3) of his/her office prior to the expiration of his/her term by affirmative votes of not
the directors shall retire by rotation. If the number of the directors who must less than three-quarters (3/4) of the number of the shareholders attending the
retire by rotation is not divisible by three, the number of directors closest to meeting, having the right to vote, and holding shares not less than one-half
one-third (1/3) of all directors shall retire. The directors who retire by rotation (1/2) of the total number of shares held by the shareholders attending the
are eligible for re-election; meeting and having the right to vote.

The election of the directors at the shareholders’ meeting shall be in accordance In the previous year, there were 4 directors who were due to retire by rotation
with the following rules and procedures: at the 2021 Annual General Meeting of Shareholders, namely Mr. Suchin
Wanglee, Mr. Cheong Ying Chew, Henry, Mrs. Pichitra Mahaphon and Mr. Paisal
• Each shareholder shall have one vote for one share; Tarasansombat. The Company provided an opportunity for the shareholders
to nominate qualified candidates to be elected as directors of the Company
• Each shareholder shall use all of his or her votes to elect one or several in advance of the meeting, during the period from 28 December 2020 to 31
persons as the director(s). However, he or she may not divide his or her March 2021. Nonetheless, no shareholders nominated any candidates for
votes among the candidates; and election as directors.