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TIPCO FOODS PUBLIC COMPANY LIMITED PAGE 070/ 071 The director who has resigned under the first paragraph may also notify the registrar of his/her resignation for acknowledgement. 19. In case of a vacancy in the Board of Directors for reasons other than the expiration of the director’s term of office, the Board of Directors shall elect a person is suitably qualified and is not disqualified by any prohibited characteristic under Section 68 of the Public Com- pany Limited Act B.E. 2535 to fill the vacancy at the next meeting of the Board of Directors, except in the case where the remaining term of office of such director is less than 2 months. The replacement director shall hold the office only for the remaining term of the director whom he/she replaces. The resolution of the Board of Directors under the first paragraph shall be passed by a vote no less than three-fourths of the number of the remaining directors. 20. The shareholders meeting may pass a resolution to remove a particular director prior to the expiry of his/her term of office. Such resolution shall comprise no less than three-fourths of the total votes of the share holders who attend the meeting and are entitled to vote, subject to the condition that the combined number of shares shall not be less than one-half of the total number of shares held by the shareholders who attend the meeting and are entitled to vote. 21. Directors are not required to be a shareholder of the Company. Balance of Power of Non-executive Directors The Board of Directors consists of 12 directors who are fully equipped with vast knowledge and experiences as follows: 1 executive director, representing 8% of all directors. 11 non-executive directors, representing 92% of all directors. In this regard, the Board of Directors shall consist of 5 independent directors, representing 42% of the Board of Directors. More than one third of directors shall be independent directors; non-executive directors shall comprise more than 50% of Board of Directors, assuming that the proportion of directors representing the group of major shareholders is considered to be fair and acceptable to other shareholders. The Board of Directors has the responsibility to perform its duties in accor-dance with the law, the Company’s objectives and Articles of Association, as well as the resolutions of Shareholders’ Meetings based on the principles of integrity and good corporate governance. The term of office of directors is specified in the Company’s Articles of Association which prescribe that one third of the directors shall end their term of office at every annual general meeting of shareholders. (Refer to item 2 of “Nomination of Directors and Managing Director.”) Since 2003, the directors have conducted self-assess-ment alongside the assessment of the Board of Directors’ performance. All directors are committed to self-development with the aim of enhancing their own knowledge, skills and performance standards as well as strengthening the Company’s performance and good corporate governance. (Refer to the “Board Evaluation” topic.)


EN_Tipco_Annual Report 2014
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