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

  1. 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.
  2. 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:
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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.
    6. 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.

11

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)

  1. 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.
  2. 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.

12

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

13

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.

14

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

15

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.

16

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

17

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:

18

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

19

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.

20

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

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.