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ANNUAL REPORT 2014 capabilities of employees to ensure achievement of business goals and alignment with the corporate culture. 6. Demonstrate skills in marketing, finance and personnel management. 7. Demonstrate the proven ability to oversee, supervise and direct overall operations of the organization. 8. Outstanding ability to identify business opportunities and solve problems. Criteria for Consideration and Selection of Directors 1. Candidates must meet all the required qualification criteria. 2. Overall, the Board of Directors should comprise persons with a variety of skills that are beneficial to the determination of corporate direction and guidance. Procedures and Rules for Election of Directors at Shareholders Meeting 1. The shareholders meeting shall cast votes to elect each director one by one. 2. In casting votes to elect each director, each shareholder shall have one vote per share holding. 3. In casting votes to elect each director, the person so elected shall receive a majority vote of the shareholders who attend the meeting and are entitled to vote. Company’s Articles of Association Regarding the Board of Directors 16. At every annual general meeting of shareholders, one-third of the number of the directors shall vacate the office. If the number is not a multiple of three, then the number nearest to one-third shall retire from the office. Directors to retire during the first and second years following the registration of the Company shall be determined by drawing lots. In subsequent years, directors who have served in office the longest will be required to leave their post. A retiring director may be eligible for re-election. 17. Apart from vacancy upon the expiry of his/her term of office, a director shall vacate the office upon: (1) Death; (2) Resignation; (3) Disqualification or prohibition under Section 68 of the Public Company Limited Act B.E. 2535; (4) Removal by the resolution of shareholders meeting; or (5) Removal by court order. 18. Any director desiring to resign from office shall submit a resignation letter to the Company. The resignation shall be effective from the date on which the resignation letter reaches the Company.


EN_Tipco_Annual Report 2014
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