Curricula vitae of the persons nominated to be directors in replacement of those to be retired by rotation

Transcription

1 Attachment 3 1. Curricula vitae of the nominated persons 1.1 Mr. Sumet Tantivejkul Age 75 Curricula vitae of the persons nominated to be directors in replacement of those to be retired by rotation Director qualified as an independent director (From January 28, 1998) Positions in SCC Date of First Appointment Director Chairman of the Governance and Nomination Committee Member of CSR Committee for Sustainable Development January 28, 1998 (16 years 2 months) Education Seminar on Role & Responsibility of Director Previous Experience 1966 B.A. (Political Science), Grenoble University, France 1967 M.A. (Political Science and International Law), Montpellier University, France 1969 Ph.D.(Political Science), Montpellier University, France 1982 Diploma, The Economic Development Institute of the World Bank (EDI), Washington, D.C., U.S.A Bankruptcy and Rehabilitation Process: What Directors and Executive should Know? 2001 The Audit Committee The Expectation Increase and The Responsibility Expansion, The Stock Exchange of Thailand 2003 Director Certification Program (DCP) 30/2003, 2003 Finance for Non-Finance Directors (FND) 5/2003, 2006 Audit Committee Program (ACP) 11/2006, Secretary-General, Office of The National Economic and Social Development Board Secretary-General, Office of The National Economic and Social Development Board Director, Bank of Thailand Director, Thai Airways International Public Company Limited 30

2 Other Current Positions Director, Krung Thai Bank Public Company Limited Chairman, Telephone Organization of Thailand Director, Thai Farmers Bank Public Company Limited Director, Council of Burapha University President of the University Council, Thammasat University Since 1988 Member and Secretary-General, The Chaipattana Foundation Since 2002 Chairman, Elephant Reintroduction Foundation Since 2002 Chairman, The Sirindhorn International Environmental Park Foundation Since 2004 Chairman, Foundation for a Clean and Transparent Thailand Forbidden Qualifications 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against SCG during the year. Attendance in the year Board of Directors meeting attendance 10/10 times Meeting of Shareholders attendance 1/1 times. 3. Governance and Nomination Committee meeting attendance 5/5 times. 4. CSR Committee for Sustainable Development meeting attendance 4/4 times. 1.2 Mr. Pricha Attavipach Age 76 Director qualified as an independent director (From March 31, 1999) Position in SCC Director Member of the Audit Committee Date of First Appointment March 31, 1999 (15 years) Education B.Sc. (Industrial Engineering), Chulalongkorn University M.S. (Industrial Engineering & Management), Oklahoma State University, U.S.A. Seminar on Role & Responsibility of Director 2004 Director Certification Program (DCP) 39/2004, 2004 Finance for Non-Finance Directors (FND) 8/2004, 2006 Audit Committee Program (ACP) 11/2006, 2014 Director Accreditation Program (DAP) 107/2014, 31

3 Previous Experience Other Current Positions Director, PTT Exploration and Production Public Company Limited Permanent Secretary, Ministry of Industry Chairman, Electricity Generating Authority of Thailand Chairman, Petroleum Authority of Thailand Chairman, National Petrochemical Public Company Limited Since 1933 Director, H.C. Starck Co., Ltd. Since 2000 Chairman, Pan-Paper 1992 Company Limited Since 2001 Specialist Senior Engineering (Industrial Engineer) Council of Engineers Since 2002 Law Councillor of Ministry of Labour Since 2003 Chairman, SIAM P.P. International Company Limited Since 2004 Chairman, Ekaratpattana Company Limited Since 2004 Academic Director of the Safety and Health Vocational Management System, The Engineering Institute of Thailand Under H.M. The King s Patronage (E.I.T) Since 2004 Independent Director and Chairman of the Audit Committee, Thai Rung Union Car Public Company Limited Since 2007 President of the University Council, Chaopraya University Since 2008 Chairman and Independent Director, Thai Sugar Terminal Public Company Limited Since 2008 Chairman, TS Oil Industry Company Limited Since 2008 Chairman, TSG Asset Company Limited Since 2008 Chairman, Kaset Thai International Sugar Corporation Public Company Limited Since 2008 Chairman, TS Flour Mills Public Company Limited Since 2010 Chairman, SI Property Company Limited Since 2011 Chairman, Kaset Thai Bio Power Company Limited Forbidden Qualifications 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against SCG during the year. Attendance in the year Board of Directors meeting attendance 10/10 times Meeting of Shareholders attendance 1/1 times. 3. Audit Committee meeting attendance 6/6 times. 32

4 1.3 Mr. Yos Euarchukiati Age 72 Position in SCC Director Member of the Remuneration Committee Member of CSR Committee for Sustainable Development Date of First Appointment September 30, 1998 (15 years 6 months) Education Seminar on Role & Responsibility of Director Previous Experience Other Current Positions 1964 B.Sc.(Eng.), University College London, University of London, England 2000 Role of the Chairman Program (RCP) 1/2000, 2001 The Board s Role in Setting Effective Compensation Policy, Managing Director, Thai Plastic and Chemicals Company Limited Senior Executive Vice President, Bank of Asia for Industrial and Commercial President and Director, The Bank of Asia Company Limited Vice Chairman, The Bank of Asia Public Company Limited Advisor, The Crown Property Bureau Chairman, Thai Industrial Gases Public Company Limited Director, National Petrochemical Public Company Limited Director, Minor International Public Company Limited Chairman, Thai Plastic and Chemicals Public Company Limited Since 1997 Advisor - Financial and Investment, The Crown Property Bureau Since 2001 Chairman of the Executive Board of Director, CPB Equity Company Limited Since 2001 Chairman, CPB Property Company Limited Since 2001 Director, Siam Piwat Company Limited Forbidden Qualifications 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against SCG during the year. Attendance in the year Board of Directors meeting attendance 10/10 times Meeting of Shareholders attendance 1/1 times. 3. Remuneration Committee meeting attendance 6/6 times. 4. CSR Committee for Sustainable Development meeting attendance 2/4 times. 33

5 1.4 Mr.Kan Trakulhoon Age 59 Position in SCC Date of First Appointment Director President & CEO Member of CSR Committee for Sustainable Development January 1, 2006 (8 years 3 months) Education 1977 B.E. (Electrical), First Class Honours, Chulalongkorn University Seminar on Role & Responsibility of Director Previous Experience Other Current Positions M.S. Engineering, The Georgia Institute of Technology, U.S.A. M.S. (Management), The Georgia Institute of Technology, U.S.A. Advanced Management Program (AMP), Harvard Business School, U.S.A Honorary Degree, Doctor of Engineering (Production Engineering), Mahasarakham University 2003 Director Certification Program (DCP) 29/2003, President, Cementhai Ceramics Company Limited Vice President, The Siam Cement Public Company Limited Executive Vice President, The Siam Cement Public Company Limited Outside Director, Kubota Corporation (Japan) Being chairman and director of non-listed companies under SCG totaling 10 companies Since 2004 Board Member, East Asia Council, INSEAD Since 2006 Board Member, World Business Council for Sustainable Development Since 2006 Member, School of Engineering and Technology, Asian Institute of Technology Since 2007 Member, Asia Business Council Since 2010 Member, Board of Trustees, Asia Business Council Since 2011 Shayu (Company Associate), Kubota Corporation (Japan) Since 2011 Global Advisor, Kubota Corporation (Japan) Since 2013 Advisor, The Federation of Thai Industries Since 2013 Honorable Advisor, Environmental Engineering Association of Thailand Since 2013 Director, National Science Technology and Innovation Policy Board 34

6 Forbidden Qualifications Since 2013 Director, National Science and Technology Development Board Since 2013 Committee, Mahidol University Foundation Since 2013 Member, Advisory Board, Sasin Graduate Institute of Business Administration 1. Never dishonestly committed an offence against property. 2. Never entered into any transaction which may cause conflict of interest against SCG during the year. Attendance in the year Board of Directors meeting attendance 10/10 times Meeting of Shareholders attendance 1/1 times. 3. CSR Committee for Sustainable Development meeting attendance 4/4 times. 2. SCC Shareholdings of nominated persons Nominated persons No. of shares % of issued shares 1.Mr. Sumet Tantivejkul Mr. Pricha Attavipach 4, Mr. Yos Euarchukiati 1,500, Mr. Kan Trakulhoon Directorship or management position in other listed companies and other companies Nominated persons Amount Listed company Type of director 35 Other incorporation (none-listed company) Other rival incorporation / any related business with SCG 1. Mr. Sumet Tantivejkul 4 2. Mr. Pricha Attavipach 3 - Independent Director and Chairman of the Audit Committee, Thai Rung Union Car Public Company Limited - Chairman and Independent Director, Thai Sugar Terminal Public Company Limited - Chairman, TS Flour Mills Public Company Limited Chairman, Pan-Paper 1992 Co., Ltd. (Transferred from the Department of Industrial Works, which is still a shareholder) (Business: Distributor of paper products for the government sector and state enterprises) - Chairman and independent director, Thai Sugar Terminal PCL (Business: Warehouse and transferring of sugar, rice, wheat and palm oil)

7 Nominated persons Amount Listed company Type of director Other incorporation (none-listed company) Other rival incorporation / any related business with SCG 3. Mr. Yos Euarchukiati 4 4. Mr. Kan Trakulhoon Relationship Characteristics of nominated persons qualified as independent directors Relationship Characteristics Name of nominated person qualified as independent directors Mr. Sumet Tantivejkul Mr. Pricha Attavipach Holding of SCC Share - Amount - Ratio of issued shares having voting rights Being close relatives to other directors / executive / major shareholders of SCC controlling person / or person to be nominated as director / executive / controlling person of company and its subsidiaries Having relationship in any of these characteristics to SCC / parent company / subsidiary company / associate company / major shareholder / or controlling person either at present or during the past 2 years - Be an executive director, staff, employee or advisor who receives salary. - Be a professional service provider (such as an auditor or a lawyer) - Having material business relationship in such a way that may affect their independence (such as buy / sell raw materials / products / services / lending / borrowing) specify transaction size (if any) - - 4,

8 Qualifications of Independent Directors of SCC (Which is stricter than the minimum requirement of SEC and SET) SCC s qualifications for independent directors are as follows: 1. Shall not hold shares exceeding 0.5% of the total number of voting shares of the Company, its parent company, subsidiary, associate, major shareholder or controlling person, including shares held by related persons of such independent director. 2. Shall neither be nor have ever been a director with management authority, employee, staff member, advisor who receives a salary or is a controlling person of the Company, its parent company, subsidiary, associate, same-tier subsidiary company, major shareholder or controlling person unless the foregoing status has ended not less than 2 years prior to the date of becoming a director. Such prohibitions shall not, however, include cases where the independent director previously served as a government officer or an advisor to a government agency which is a major shareholder or controlling person of the Company. 3. Shall not be a person related by blood or legal registration as father, mother, spouse, sibling, or child, including spouse of child of other directors, of an executive, major shareholder, controlling person, or person to be nominated as director, executive or controlling person of the Company or its subsidiary. 4. Shall neither have nor have ever had a business relationship with the Company, its parent company, subsidiary, associate, major shareholder or controlling person, in a manner that may interfere with his/her independent judgment, and neither is nor has ever been a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary, associate, major shareholder or controlling person, unless the foregoing relationship has ended not less than 2 years prior to the date of becoming an independent director. The term business relationship in the preceding paragraph shall include any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or granting or receipt of financial assistance through receiving or extending loans, guarantees, providing assets as collateral, and any other similar actions, which result in the applicant or his/her counterparty being subject to indebtedness payable to the other party in the amount of 3% or more of the net tangible assets of the applicant or twenty million baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the method for calculation of value of connected transactions under the Notification of the Capital Market Supervisory Board governing rules on connected transactions mutatis mutandis. The consideration of such indebtedness shall include indebtedness incurred during the period of 1 year prior to the date on which the business relationship with the person commences. 37

9 5. Shall not be nor have ever been an auditor of the Company, its parent company, subsidiary, associate, major shareholder or controlling person, and not be a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, associate, major shareholder or controlling person, unless the foregoing relationship has ended not less than 2 years prior to the date of becoming an independent director. 6. Shall not be nor have ever been a provider of any professional services including legal advisor or financial advisor who receives service fees exceeding 2 million baht per year from the Company, its parent company, subsidiary, associate, major shareholder or controlling person, and not be a significant shareholder, controlling person or partner of the provider of professional services, unless the foregoing relationship has ended not less than 2 years prior to the date of becoming an independent director. 7. Shall not be a director appointed as representative of the Board of Directors, major shareholder or shareholder who is related to a major shareholder of the Company. 8. Shall not undertake any business in the same nature and in competition with the business of the Company or its subsidiary, nor be a significant partner in a partnership or director with management authority, employee, staff member or advisor who receives salary or holds shares exceeding 1% of the total number of shares with voting rights of another company which undertakes business in the same nature and in competition with the business of the Company or its subsidiary. 9. Shall be able to attend meetings of the Board of Directors and make independent judgment. 10. Shall not have any other characteristic that limits his or her ability to express independent opinions regarding the Company s operations. 11. Shall be able to look after the interests of all shareholders equally. 12. Shall be able to prevent conflicts of interest. 13. Shall not have been convicted of violating security or stock exchange laws, financial institution laws, life insurance laws, general insurance laws, anti-money laundering laws or any other financial law of a similar nature, whether Thai or foreign, by an agency with authority under that certain law. Such wrongful acts include those involved with unfair trading in shares or perpetration of deception, fraud, or corruption. 14. If qualified according to all items 1-13 specified above, the independent director may be assigned by the Board of Directors to make decisions relating to business operations of the Company, its parent company, subsidiary, associate, same-tier subsidiary or any juristic person with a conflict of interest on the basis of collective decision, whereby such actions of the independent director are not deemed partaking of management. 38