Information about directors who are retired by rotation and proposed to be re-elected CS LoxInfo Public Company Limited

Transcription

1 Enclosure 5 Information about directors who are retired by rotation and Name Mr. Hansa Chevapurke Nationality Thai Age 54 years Position Director Appointment date 12 March 2010 Shareholding Percentage of shareholding Relationship with Management Highest Education - Master of Public and Private Management Program, Graduate School of Public Administration, National Institute of Development Administration (NIDA) - Graduate Diploma in Politics and Governance in Democratic Systems for Executives Class 14, King Prajadhipok s Institute - National Defense College class 54 Governance Training e.g. DPC and DAP of IOD and other training DCP: Director Certification Program Class 132/2010 SFE: Successful Formulation & Execution of Strategy Class 17/2013 Experience Present Senior Executive Vice President, CAT Telecom Plc Executive Vice President, Legal Counsel CAT Telecom Plc Present Director, CS LoxInfo Plc Vice President, Business Partner Contract Management Department, CAT Telecom Plc. Tenure 4 years counting until the date of 2014 Annual General Meeting of Shareholders Member of the Board or Executive Officer of Other Business Illegal Record in the past 10 years Type of the director to be appointed Having the kind of interests, that comply with the guidelines of Capital Market Supervisory Board, in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years Listed Companies Non-listed Companies Other organization that may cause any conflict of interests to CSL Director 1 Company Directors Nomination Process The Company has concurred with the recommendation of the Nomination and CG Committee that Mr. Hansa Chevapurke has qualifications as stipulated by the Public Limited Company and the Securities and Exchange Act, experience, and is knowledgeable in the business related to the Company, which is beneficial to the Company. Therefore, he should be elected and appointed as a director of the Company. Enclosure 5 page 1/9

2 Qualifications 1. No criminal record (Never dishonestly committed an offence against property) 2. Never entered into any transaction which may cause conflict of interest against the Company during the period of last year Attendance of meetings in 2013 Time Percentage of attendance 2013 Annual General Meeting 1/1 100% Board Meetings in year / % Contribution to the Company Determine vision, policy, and direction of the Company, as well as to oversee and guide the management executives to be in line with the policy effectively and efficiently for maximizing corporate value and shareholders wealth Approve or agree to the related transactions between the Company and its subsidiaries in compliance with the relevant notifications, regulations and guidelines of the Stock Exchange of Thailand Oversee for not having a case of conflict of interests between the concerned persons of the Company as well as to approve the Connected transactions and Conflicting transactions Enclosure 5 page 2/9

3 Enclosure 5 Information about directors who are retired by rotation and Name Mr. Sitthichai Chantravadee Nationality Thai Age 62 years Position Independent Director and Member of the Audit Committee Appointment date 30 March 2011 Shareholding Percentage of shareholding Relationship with Management Highest Education Master Degree in Accounting, Chulalongkorn University Governance Training e.g. DPC and DAP of IOD and other training ACP: Audit Committee Program Class 12/2006 DAP: Director Accreditation Program Class 49/2006 DCP: Director Certification Program Class 69/2006 MFM: Monitoring Fraud Risk Management Class 1/2009 MIA: Monitoring the Internal Audit Function Class 5/2009 MIR: Monitoring the System of Internal Control and Risk Management Class 6/2009 MFR: Monitoring the Quality of Finance Reporting Class 7/2009 Experience Present Director and Chairman of Remuneration Committee, Thai British Security Printing Plc. Director and Member of Remuneration Committee, Thai Cane Paper Plc Present Independent Director and Member of the Audit Committee, CS LoxInfo Plc Present Independent Director, Member of the Audit Committee and Risk Management, Sammakorn Plc Director, The Audit Office, The Siam Cement Plc Chairman of the Board of the Institute of Internal Auditors of Thailand Tenure 3 years counting until the date of 2014 Annual General Meeting of Shareholders Enclosure 5 page 3/9

4 Information about directors who are retired by rotation and Member of the Board or Executive Listed Companies Officer of Other Business Non-listed Companies 3 Companies 1. Thai British Security Printing Plc. - Director and Chairman of Remuneration Committee 2. Thai Cane Paper Plc. - Director and Member of Remuneration Committee 3. Sammakorn Plc. - Independent Director, Member of the Audit Committee and Risk Management Illegal Record in the past 10 years Type of the director to be appointed Having the kind of interests, that comply with the guidelines of Capital Market Supervisory Board, in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years Other organization that may cause any conflict of interests to CSL Independent Director Directors Nomination Process The Company has concurred with the recommendation of the Nomination and CG Committee that Mr. Sitthichai Chantravadee has qualifications as stipulated by the Public Limited Company and the Securities and Exchange Act, experience, and is knowledgeable in the business related to the Company, which is beneficial to the Company. Therefore, he should be elected and appointed as a director of the Company. Definition of the Independent Directors Details of the Definition of the Independent Directors appear in Annual Report as Enclosure 2; Page 59, Title Corporate Governance. However, the Company s definition of the Independent Directors is stricter than the regulation of the SEC and the SET in topic of the shareholding which stipulates a maximum of one percent (the company allows to hold not more than 0.5% of voting shares). Qualifications 1. No criminal record (Never dishonestly committed an offence against property) 2. Never entered into any transaction which may cause conflict of interest against the Company during the period of last year Enclosure 5 page 4/9

5 Attendance of meetings in 2013 Time Percentage of attendance 2013 Annual General Meeting 1/1 100% Board Meetings in year / % Audit Committee Meeting in year /9 100% Contribution to the Company Consider to approve or propose to shareholder to approve, where the case may be, the major transactions about business operations of the Company and its subsidiaries, such as new investment, asset acquisition or disposition, and other transactions specified by the law Carry out the review of the Company s financial statements with management and the external auditors to ensure that they fairly present the financial position of the Company and that they are prepared in accordance with financial reporting standards Review the work of the Risk Management Committee of the Company Enclosure 5 page 5/9

6 Enclosure 5 Information about directors who are retired by rotation and Name Mr. Lee Han Kheng Nationality Singaporean Age 46 years Position Director /Member of the Executive Committee / Member of the Remuneration Committee / Member of the NCG Committee / Appointment date 9 June 2011 Shareholding Percentage of shareholding Relationship with Management Highest Education Masters of Business Administration, Nanyang Technological University / Singapore Governance Training e.g. DPC and DAP DAP: Director Accreditation Program Class 101/2013 of IOD and other training Experience Present Director and Member of Executive Committee, CS LoxInfo Plc. Vice President, Global Products, Singapore Telecommunications Ltd 2011 Vice President, Regional Products, Singapore Telecommunications Ltd Chief Operating Advisor, Globe Telecom Inc Vice President, Business Products, Singapore Telecommunications Ltd Tenure 2 years and 9 months counting until the date of 2014 Annual General Meeting of Shareholders Member of the Board or Executive Officer of Other Business Listed Companies 1 Company Singapore Telecommunications Ltd, Singapore - Vice President, Global Products Non-listed Companies Illegal Record in the past 10 years Type of the director to be appointed Having the kind of interests, that comply with the guidelines of Capital Market Supervisory Board, in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years Other organization that may cause any conflict of interests to CSL Director Enclosure 5 page 6/9

7 Directors Nomination Process The Company has concurred with the recommendation of the Nomination and CG Committee that Mr. Lee Han Kheng has qualifications as stipulated by the Public Limited Company and the Securities and Exchange Act, experience, and is knowledgeable in the business related to the Company, which is beneficial to the Company. Therefore, he should be elected and appointed as a director of the Company. Qualifications 1. No criminal record (Never dishonestly committed an offence against property) 2. Never entered into any transaction which may cause conflict of interest against the Company during the period of last year Attendance of meetings in 2013 Time Percentage of attendance 2013 Annual General Meeting 1/1 100% Board Meetings in year / % Executive Committee Meeting in year / % Nomination and CG Committee Meeting in year /2 100% Remuneration Committee Meeting in year /4 100% Contribution to the Company Consider the annual remuneration of directors and submit its recommendation to the Board of Directors and for the Shareholders Meeting for approval Review and make recommendations to the Board, the size, structure, composition, term, processes and practices of the Board and the Board s sub-committees Monitor the financial and operating results of the Company and the companies in the Group, and keep the board members informed by monthly report Enclosure 5 page 7/9

8 Enclosure 5 Information about directors who are retired by rotation and Name Mr. Vuthi Asvasermcharoen Nationality Thai Age 46 years Position Director and Member of the Executive Committee Appointment date 9 May 2012 Shareholding Percentage of shareholding Relationship with Management Highest Education MBA, Indiana University of Pennsylvania, USA Governance Training e.g. DPC and DAP DCP: Director Certification Program Class 166/2012 of IOD and other training Experience Present Director and Member of the Executive Committee, CS LoxInfo Plc Present Chief Financial Officer, Thaicom Plc Chief Financial Officer (CFO), GMM Grammy Deputy Chief Financial Officer, Sahaviriya Steel Industries Vice President, Bangkok Bank Tenure 1 year and 10 months counting until the date of 2014 Annual General Meeting of Shareholders Member of the Board or Executive Officer of Other Business Listed Companies 1 Company Thaicom Plc. - Chief Financial Officer Non-listed Companies Illegal Record in the past 10 years Type of the director to be appointed Having the kind of interests, that comply with the guidelines of Capital Market Supervisory Board, in the Company, parent company, subsidiaries, affiliates or any legal entities that have conflicts, at present or in the past 2 years Other organization that may cause any conflict of interests to CSL Director Directors Nomination Process The Company has concurred with the recommendation of the Nomination and CG Committee that Mr. Vuthi Asvasermcharoen has qualifications as stipulated by the Public Limited Company and the Securities and Exchange Act, experience, and is knowledgeable in the business related to the Company, which is beneficial to the Company. Therefore, he should be elected and appointed as a director of the Company. Enclosure 5 page 8/9

9 Qualifications 1. No criminal record (Never dishonestly committed an offence against property) 2. Never entered into any transaction which may cause conflict of interest against the Company during the period of last year Attendance of meetings in 2013 Time Percentage of attendance 2013 Annual General Meeting 1/1 100% Board Meetings in year /9 100% Executive Committee Meeting in year /10 100% Contribution to the Company Govern the Company to carry out the business ethically and in line with the principle of good Corporate Governance Review and make recommendations to the Board regarding the Company s dividend policy Oversee and manage the Company s investments and provide direction on key issues at companies in the Group before the relevant executive committee considers them Enclosure 5 page 9/9