Enclosure 5
Information about directors who are retired by rotation and
proposed to be re-elected
CS LoxInfo Public Company Limited
Name Mr. Hansa Chevapurke
Nationality Thai
Age 54 years
Position Director
Appointment date 12 March 2010
Shareholding None
Percentage of shareholding None Relationship with Management None
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 2011 - Present Senior Executive Vice President, CAT Telecom Plc.
2009 - 2011 Executive Vice President, Legal Counsel CAT Telecom Plc. 2010 - Present Director, CS LoxInfo Plc.
2007 - 2009 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
Listed Companies None
Non-listed Companies 1 Company
Other organization that may cause any conflict of interests to CSL
None
Illegal Record in the past 10 years None Type of the director to be appointed Director 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
None
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.
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 2013 8/9 88.89% 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
Information about directors who are retired by rotation and
proposed to be re-elected
CS LoxInfo Public Company Limited
Name Mr. Sitthichai Chantravadee
Nationality Thai
Age 62 years
Position Independent Director and Member of the Audit Committee
Appointment date 30 March 2011
Shareholding None
Percentage of shareholding None Relationship with Management None
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 2012 - Present Director and Chairman of Remuneration Committee,
Thai British Security Printing Plc.
Director and Member of Remuneration Committee, Thai Cane Paper Plc.
2011 - Present Independent Director and Member of the Audit Committee, CS LoxInfo Plc.
2002 - Present Independent Director, Member of the Audit Committee and Risk Management, Sammakorn Plc.
2000 - 2010 Director, The Audit Office, The Siam Cement Plc.
2001 - 2003 Chairman of the Board of the Institute of Internal Auditors of Thailand
Information about directors who are retired by rotation and
proposed to be re-elected
CS LoxInfo Public Company Limited
Member of the Board or Executive Officer of Other BusinessListed 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 Non-listed Companies None
Other organization that may cause any conflict of interests to CSL
None
Illegal Record in the past 10 years None
Type of the director to be appointed Independent Director 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
None
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
Attendance of meetings in 2013
Time Percentage of attendance
2013 Annual General Meeting 1/1 100%
Board Meetings in year 2013 8/9 88.89%
Audit Committee Meeting in year 2013 9/9 100%
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
Enclosure 5
Information about directors who are retired by rotation and
proposed to be re-elected
CS LoxInfo Public Company Limited
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 None
Percentage of shareholding None Relationship with Management None
Highest Education Masters of Business Administration, Nanyang Technological University / Singapore
Governance Training e.g. DPC and DAP of IOD and other training
DAP: Director Accreditation Program Class 101/2013
Experience 2011 - 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
2007 - 2011 Chief Operating Advisor, Globe Telecom Inc. 2005 - 2007 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 None
Other organization that may cause any conflict of interests to CSL
None
Illegal Record in the past 10 years None Type of the director to be appointed Director 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
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 2013 5/9 55.56%
Executive Committee Meeting in year 2013 5/10 50.00%
Nomination and CG Committee Meeting in year 2013 2/2 100%
Remuneration Committee Meeting in year 2013 4/4 100%
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
Information about directors who are retired by rotation and
proposed to be re-elected
CS LoxInfo Public Company Limited
Name Mr. Vuthi Asvasermcharoen
Nationality Thai
Age 46 years
Position Director and Member of the Executive Committee
Appointment date 9 May 2012
Shareholding None
Percentage of shareholding None Relationship with Management None
Highest Education MBA, Indiana University of Pennsylvania, USA Governance Training e.g. DPC and DAP
of IOD and other training
DCP: Director Certification Program Class 166/2012
Experience 2012 - Present Director and Member of the Executive Committee, CS LoxInfo Plc.
2011 - Present Chief Financial Officer, Thaicom Plc.
2011 - 2011 Chief Financial Officer (CFO), GMM Grammy
2004 - 2010 Deputy Chief Financial Officer, Sahaviriya Steel Industries 2001 - 2004 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 None
Other organization that may cause any conflict of interests to CSL
None
Illegal Record in the past 10 years None Type of the director to be appointed Director 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
None
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.
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 2013 9/9 100%
Executive Committee Meeting in year 2013 10/10 100% 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