Attachment 5
Supporting Information for Agenda 5 : To consider and nominate candidates to be elected as directors to replace those due to retire by rotation
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Consideration Criteria for Directors due to retire by rotation
Article 14 of the Articles of Association stipulates that at every annual general meeting, one- third of the number of directors must vacate their offices. If the number of directors is not a multiple of three, then the number nearest to one-third must retire from office.
The directors to retire during the first and second years following the registration of the Company shall be drawn by lots. In each subsequent year, the directors who have been in office for the longest term shall retire. A retiring director may be re-elected. - Nomination Rules and Procedures
The Nomination and Remuneration Committee considers nominating persons to be appointed as directors to replace those directors who vacate office, both resignations prior to the end of term and retirement by rotation, in accordance with the following criteria: - Consideration independent directors and/or qualified directors of listed companies, who are qualified under the Public Limited Companies Act, the Securities and Exchange Act, rules of the SEC Office and rules of the SET.
- Consideration persons who have qualifications and do not have any prohibited qualification under the law governing payment systems and the Bank of Thailand's Notification regarding payment service business.
- Consideration persons who have skills, knowledge, capability and experience related to business, specialized knowledge and expertise in various professional fields including gender, age and race, taking into account the balance in various aspects of Board' Diversity that will be beneficial and value added to the Company. In nominating directors, the required qualifications will be considered, taking into account the necessary skills for the Board and qualifications in line with the Company's business strategies.
- Consideration persons who have qualifications in support of the operations pertaining to corporate governance to create value for the Company, e.g., independence, expression of opinions, creativity, performance of duties with responsibility, due care, integrity and full time contribution, etc.
- In case of directors due to retire by rotation, their previous performance as directors with due care, integrity and full time contribution will also be taken into account.
- In the event that the vacating office is a director as representative from the EXAT or the MRTA under the conditions of the concession agreements, a person to be elected must be a person nominated by such agency for appointment as the Company's director.
The Nomination and Remuneration Committee shall nominate such qualified persons to the Board of Directors for consideration and appointment, or proposing the nomination to the shareholders' meeting for appointment as directors.
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3. Directors who are due to retire by rotation in the 2024 Annual Ordinary General Meeting of Shareholders
In 2024, one-third of the directors who shall retire by rotation are six directors who have been in office for the longest term, as follows:
1. | Mrs.Vallapa Assakul | (Independent Director) |
2. | M.L.Prasobchai Kasemsant | (Independent Director) |
3. | Mrs.Tasanuch Thammachot | (Non-Executive Director) |
4. | Prof. (adjunct) Athapol Yaisawang | (Independent Director) |
5. | Miss Arisara Dharamadhaj | (Non-Executive Director) |
6. | Miss Jiranan Vorachak | (Non-Executive Director) |
- The shareholders are allowed to nominate persons for consideration and appointment as directors
Given the fact that the Company has allowed the shareholders to exercise their rights to nominate qualified persons for consideration and appointment as directors in advance, as reported to the Stock Exchange of Thailand, and disclosed the criteria and conditions for exercise of such rights on the Company's website: www.bemplc.co.th, from October 1, 2023, to December 31, 2023, no shareholder has nominated any person for consideration and appointment as director. - The Board's Opinion
The Nomination and Remuneration Committee Meeting No.1/2024 on February 28, 2024, excluding the directors due to retireby rotation, namely, Prof. (adjunct) Athapol Yaisawang, considered and deemed it appropriate to propose the Board of Directors to consider proposing that the Shareholders' Meeting re-appoint all six directors who are due to retire by rotation for another term, as follows: 1. Mrs.Vallapa Assakul, 2. M.L.Prasobchai
Kasemsant, 3. Mrs.Tasanuch Thammachot, 4. Prof. (adjunct) Athapol Yaisawang, 5. Miss Arisara Dharamadhaj, and 6. Miss Jiranan Vorachak.
The Board of Directors Meeting No.1/2024 on February 28, 2024, excluding such director candidates, has carefully considered and prudent scrutiny the director candidates, and of the opinion that they have appropriate qualifications for the Company's business and had discharged their duties as a director by providing valuable suggestions to the business operations throughout their tenure. Additionally, the independent director candidates have been capable of providing independent opinions and have fulfilled relevant criteria. The Board of Directors has therefore resolved to approve as proposed by the Nomination and Remuneration Committee and to propose that the Meeting of Shareholders consider approving the re-appointment of the six retiring directors to resume their office as director for another term.
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Director Candidate | |
Name: | Mrs. Vallapa Assakul |
Type of Directorship: | Independent Director |
Age: | 74 years |
Nationality: | Thai |
Date of appointment as a | December 30, 2015 |
director: | |
Education: | - Master of Economics, University of Detroit, USA |
- Bachelor of Economics, Chulalongkorn University | |
Training Program: | - Thai Institute of Directors Association |
o Audit Committee Program (ACP 21/2008) | |
o Director Certification Program (DCP 86/2007) | |
o Director Accreditation Program (DAP 37/2005) | |
o Role of the Compensation Committee (RCC 5/2008) |
Present Positions:
Dec 30, 2015 - Present | Director |
Bangkok Expressway and Metro Public | |
Company Limited | |
2021 - Present | Corporate Governance, Risk |
Management and Sustainable | |
Development Committee Member | |
Bangkok Expressway and Metro Public | |
Company Limited | |
2013 - Present | Director |
Ocean Property Co., Ltd. | |
2013 - Present | Director |
Ocean Development Co., Ltd. | |
2008 - Present | Director |
Amphan Co., Ltd. | |
2006 - Present | Director, Supervision Committee Member |
Ocean Life Insurance Public Company Limited |
Experience:
2019 - 2021 | Chairman of the Corporate Governance |
and Risk Management Committee | |
Bangkok Expressway and Metro Public | |
Company Limited | |
2012 - 2015 | Chairman of the Risk Committee |
Bangkok Metro Public Company Limited |
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2010 - 2015 | Director and Executive Director | ||
Bangkok Expressway Public Company | |||
Limited | |||
2010 - 2016 | Director and Executive Director | ||
Northern Bangkok Expressway | |||
Company Limited | |||
2009 - 2015 | Independent Director | ||
Bangkok Metro Public Company Limited | |||
2005 - 2007 | Director | ||
Bangkok Metro Public Company Limited | |||
2012 - 2016 | Director | ||
Vinythai Public Company Limited | |||
2010 - APR, 2021 | Director | ||
Siam Estate Co., Ltd. | |||
2006 - 2016 | Chairman of the Nomination and | ||
Remuneration Committee | |||
Ocean Life Insurance Public Company | |||
Limited | |||
2004 - 2007 | Senior Executive Vice President, | ||
Corporate and Investment Banking Group | |||
TMB Bank Public Company Limited | |||
Number of Years of | 8 years and 3 months | ||
Directorship: | |||
(as at April 10, 2024) | |||
Nomination Rules and | Taking into account knowledge, capability and experience beneficial | ||
Procedures: | to the business operations, as well as qualifications and having no | ||
prohibited characteristics as stipulated in the law governing public | |||
limited companies, through the process of screening and nomination | |||
by the Nomination and Remuneration Committee. | |||
Shareholding in the | None | ||
Company: | |||
(Present) Positions in | 1 company | - Director, Supervision Committee Member | |
Other Listed Companies: | Ocean Life Insurance Public Company | ||
Limited | |||
(Present) Positions in | 3 companies | 1. Director | |
Other Non-Listed | Ocean Property Co., Ltd. | ||
Companies: | 2. Director | ||
Ocean Development Co., Ltd. | |||
3. Director | |||
Amphan Co., Ltd. | |||
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Positions in any business | None of directorship/management in any such business | |
competing with the | ||
Company's business / | ||
any business having | ||
substantial connection with | ||
the Company's business: | ||
Meeting Attendance | - | Board of Directors' Meetings 6/6 (100 percent) |
Record in 2023: | - | Corporate Governance, Risk Management and Sustainable |
Development Committee's Meetings 4/4 (100 percent) | ||
Performance during | 1. | Performing the duties as Corporate Governance, Risk Management |
Directorship: | and Sustainable Development Director in providing suggestions, | |
following up compliance with the Principles of Good Corporate | ||
Governance, monitoring and reviewing the Company's overall risk | ||
management, strategies for risk management as well as giving advice | ||
on operations in line with the company's sustainable development | ||
policies and practices. | ||
2. Performing the duties as independent director in providing useful | ||
suggestions and advice in the Board of Directors' Meeting. | ||
3. | Providing useful opinions and suggestions in the Company's | |
financial management. |
Definition of Independent Directors: The Company defines the Company's independent director which is stricter than the minimum requirements of the SEC or the Stock Exchange in respect of shareholding in the Company, namely, the Company's independent directors shall hold not more than 0.5 percent of the total number of shares with voting rights in the Company.
Nature of Relationship of Independent Directors
1. Holding shares of not exceeding 0.5 percent of the total number of shares with | No |
voting rights of the Company, its parent company, subsidiaries, associated | |
companies, major shareholder or controller of the Company, including shares held | |
by any related persons of each independent director. | |
2. Not being or having been a director having involvement in the management, an | No |
employee, a staff member, an advisor receiving a regular salary or a controller of | |
the Company, its parent company, subsidiaries, associated companies, subsidiaries | |
of the same tier, major shareholder or controller of the Company, unless such | |
independent director has no longer been in such capacity for not less than two years | |
prior to the date of submission of an application for permission to the Office of the | |
SEC, provided that such prohibited characteristics shall not apply to an independent | |
director who was a public servant or an advisor to a government authority which is | |
the Company's major shareholder or controller. |
3. Not being a person having relationship by blood or by legal registration in the capacity as parent, spouse, sibling and offspring, including spouse of the offspring of other director, executive, major shareholder, controller or person to be nominated as director, executive or controller of the Company or its subsidiaries.
No
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4. Not having or having had any business relationship with the Company, its parent | No |
company, subsidiaries, associated companies, major shareholder or controller of | |
the Company in a manner which may prevent the exercise of his or her independent | |
judgment; and not being or having been a substantial shareholder or controller of | |
any person having a business relationship with the Company, its parent companies, | |
subsidiaries, associated companies, major shareholder or controller of the | |
Company, unless such independent director has no longer been in such capacity | |
for not less than two years prior to the date of submission of an application for | |
permission to the Office of the SEC. | |
The aforesaid business relationship under paragraph one shall include any | |
transaction in the ordinary course of business for lease of immovable property, any | |
transaction relating to assets or services or grant or receipt of financial assistance | |
through receiving or extending any loan, guarantee, providing assets as collateral, | |
including any other similar action, which causes the Company or contractual party | |
to be subject to indebtedness payable to the other party in the amount of three | |
percent or more of the Company's net tangible assets or in the amount of Baht | |
Twenty Million or more, whichever is lower. Such indebtedness shall be | |
calculated according to the calculation method of connected transaction value | |
under the Notification of the Capital Market Supervisory Board, Re: Rules on | |
Connected Transactions, mutatis mutandis. However, the consideration of such | |
indebtedness shall include the indebtedness incurred during the course of one year | |
prior to commencement of business relationship with the same person. | |
5. Not being or having been an auditor of the Company, its parent company, subsidiaries, | No |
associated companies, major shareholder, or controller of the Company; and not being | |
a substantial shareholder, controller, or partner of an audit firm which employs the | |
auditor of the Company, its parent company, subsidiaries, associated companies, major | |
shareholder, or controller of the Company, unless such independent director has no | |
longer been in such capacity for not less than two years prior to the date of submission | |
of an application for permission to the Office of the SEC. | |
6. Not being or having been a professional service provider, including legal advisor or | No |
financial advisor which receives an annual service fee exceeding Baht Two Million | |
from the Company, its parent company, subsidiaries, associated companies, major | |
shareholder, or controller of the Company; and not being a substantial shareholder, | |
controller, or partner of such professional service provider, unless such independent | |
director has no longer been in such capacity for not less than two years prior to the date | |
of submission of an application for permission to the Office of the SEC. | |
7. Not being a director appointed as representative of the Company's director, major | No |
shareholder or shareholder who is a related person of the major shareholder. | |
8. Not engaging in any business of the same nature as and in material competition | No |
with the business of the Company or its subsidiaries; or not being a substantial | |
partner in a partnership or a director having involvement in the management, an | |
employee, a staff member, an advisor receiving a regular salary or holding more | |
than one percent of the total number of shares with voting rights of another | |
company engaging in any business of the same nature as and in material | |
competition with the business of the Company or its subsidiaries. | |
9. Not having any other characteristics preventing provision of independent opinions | No |
on the Company's operations. | |
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Director Candidate | |||
Name: | M.L. Prasobchai Kasemsant | ||
Type of Directorship: | Independent Director | ||
Age: | 69 years | ||
Nationality: | Thai | ||
Date of appointment as a | December 30, 2015 | ||
director: | |||
Education: | - M.S. (Civil Engineering), Stanford University, USA | ||
- M.S. (Operations Research), Stanford University, USA | |||
- B.S. (Civil Engineering, Mathematics), Virginia Military Institute, | |||
Virginia, USA | |||
Training Program: | - | Thailand Energy Academy | |
o Thailand Energy Academy Course for Management, Class 3 (2013) | |||
- | National Defence College | ||
o National Defence Course, Class 50 | |||
- Thai Institute of Directors Association | |||
o Director Certification Program (DCP 33/2003) | |||
Present Positions: | Dec 30, 2015 - Present | Director | |
Bangkok Expressway and Metro Public | |||
Company Limited | |||
2015 - Present | Retired Military Officer, Ministry of Defence | ||
Experience: | 1996 - 2016 | Director and Executive Director | |
Northern Bangkok Expressway Company | |||
Limited | |||
1994 - 2015 | Director and Executive Director | ||
Bangkok Expressway Public Company | |||
Limited | |||
2013 - 2015 | Chairman of the Defence Advisory Board | ||
2012 - 2013 | Deputy Permanent Secretary for Defence | ||
(Energy and defense industry) | |||
Ministry of Defense | |||
2010 - 2012 | Special Advisor | ||
Office of the Permanent Secretary for Defence | |||
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Experience: | 2009 - 2010 | Director-General, Office of Defence |
Logistics | ||
Office of Permanent Secretary for Defence | ||
2007 - 2009 | Chief of the Office of Inspector General | |
Ministry of Defence | ||
2005 - 2006 | Chief of Staff Officer to the Chief of Joint | |
Staff Office of Supreme Commander, | ||
Ministry of Defence | ||
2004 - 2005 | Staff Officer to the Minister of Defence | |
Ministry of Defence | ||
2003 - 2005 | Director | |
SouthEast Asia Energy Limited | ||
2001 - 2004 | Deputy Commanding General, Intelligence | |
School | ||
The Royal Thai Army | ||
Number of Years of | 8 years and 3 months | |
Directorship: | ||
(as at April 10, 2024) | ||
Nomination Rules and | Taking into account knowledge, capability and experience beneficial | |
Procedures: | to the business operations, as well as qualifications and having no | |
prohibited characteristics as stipulated in the law governing public | ||
limited companies, through the process of screening and nomination | ||
by the Nomination and Remuneration Committee. | ||
Shareholding in the | None | |
Company: | ||
(Present) Positions in | None of directorship/management in any listed company | |
Other Listed Companies: | ||
(Present) Positions in | None of directorship/management in any non-listed company | |
Other Non-Listed | ||
Companies: | ||
Positions in any business | None of directorship/management in any such business | |
competing with the | ||
Company's business / | ||
any business having | ||
substantial connection | ||
with the Company's | ||
business: |
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Meeting Attendance | - Board of Directors' Meetings 6/6 (100 percent) |
Record in 2023: | |
Performance during | 1. Performing the duties as independent director in providing |
Directorship: | useful suggestions and advice in the Board of Directors' Meeting. |
2. Providing useful opinions and suggestions in the Company's | |
management. | |
Definition of Independent Directors: The Company defines the Company's independent director which is stricter than the minimum requirements of the SEC or the Stock Exchange in respect of shareholding in the Company, namely, the Company's independent directors shall hold not more than 0.5 percent of the total number of shares with voting rights in the Company.
Nature of Relationship of Independent Directors
1. Holding shares of not exceeding 0.5 percent of the total number of shares with | No |
voting rights of the Company, its parent company, subsidiaries, associated | |
companies, major shareholder or controller of the Company, including shares held | |
by any related persons of each independent director. | |
2. Not being or having been a director having involvement in the management, an | No |
employee, a staff member, an advisor receiving a regular salary or a controller of | |
the Company, its parent company, subsidiaries, associated companies, subsidiaries | |
of the same tier, major shareholder or controller of the Company, unless such | |
independent director has no longer been in such capacity for not less than two years | |
prior to the date of submission of an application for permission to the Office of the | |
SEC, provided that such prohibited characteristics shall not apply to an independent | |
director who was a public servant or an advisor to a government authority which is | |
the Company's major shareholder or controller. | |
3. Not being a person having relationship by blood or by legal registration in the | No |
capacity as parent, spouse, sibling and offspring, including spouse of the offspring | |
of other director, executive, major shareholder, controller or person to be | |
nominated as director, executive or controller of the Company or its subsidiaries. | |
4. Not having or having had any business relationship with the Company, its parent | No |
company, subsidiaries, associated companies, major shareholder or controller of | |
the Company in a manner which may prevent the exercise of his or her independent | |
judgment; and not being or having been a substantial shareholder or controller of | |
any person having a business relationship with the Company, its parent companies, | |
subsidiaries, associated companies, major shareholder or controller of the | |
Company, unless such independent director has no longer been in such capacity | |
for not less than two years prior to the date of submission of an application for | |
permission to the Office of the SEC. | |
The aforesaid business relationship under paragraph one shall include any | |
transaction in the ordinary course of business for lease of immovable property, any | |
transaction relating to assets or services or grant or receipt of financial assistance | |
through receiving or extending any loan, guarantee, providing assets as collateral, | |
including any other similar action, which causes the Company or contractual party | |
to be subject to indebtedness payable to the other party in the amount of three |
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percent or more of the Company's net tangible assets or in the amount of Baht | |
Twenty Million or more, whichever is lower. Such indebtedness shall be | |
calculated according to the calculation method of connected transaction value | |
Connected Transactions, mutatis mutandis. However, the consideration of such | |
under the Notification of the Capital Market Supervisory Board, Re: Rules on | |
indebtedness shall include the indebtedness incurred during the course of one year | |
prior to commencement of business relationship with the same person. | |
5. Not being or having been an auditor of the Company, its parent company, | No |
subsidiaries, associated companies, major shareholder, or controller of the | |
Company; and not being a substantial shareholder, controller, or partner of an audit | |
firm which employs the auditor of the Company, its parent company, subsidiaries, | |
associated companies, major shareholder, or controller of the Company, unless | |
such independent director has no longer been in such capacity for not less than two | |
years prior to the date of submission of an application for permission to the Office | |
of the SEC. | |
6. Not being or having been a professional service provider, including legal advisor | No |
or financial advisor which receives an annual service fee exceeding Baht Two | |
Million from the Company, its parent company, subsidiaries, associated companies, | |
major shareholder, or controller of the Company; and not being a substantial | |
shareholder, controller, or partner of such professional service provider, unless such | |
independent director has no longer been in such capacity for not less than two years | |
prior to the date of submission of an application for permission to the Office of the | |
SEC. | |
7. Not being a director appointed as representative of the Company's director, major | No |
shareholder or shareholder who is a related person of the major shareholder. | |
8. Not engaging in any business of the same nature as and in material competition | No |
with the business of the Company or its subsidiaries; or not being a substantial | |
partner in a partnership or a director having involvement in the management, an | |
employee, a staff member, an advisor receiving a regular salary or holding more | |
than one percent of the total number of shares with voting rights of another | |
company engaging in any business of the same nature as and in material | |
competition with the business of the Company or its subsidiaries. | |
9. Not having any other characteristics preventing provision of independent opinions | No |
on the Company's operations. |
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Bangkok Expressway and Metro pcl published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 11:19:02 UTC.