Articles of Association
for
Capital Engineering Network Public Company Limited
CHAPTER 4
Board of Directors
(16) There shall be no less than 5 and no more than 15 directors whereby no fewer than half of all directors shall have domicile in the Kingdom and qualifies as required by law
A director shall be entitled
to receive remuneration from the Company in a form of money, meeting expense
and bonus
(17) Directors shall be elected by
a meeting of shareholders in accordance with the following rules and
procedures:
(1) Each shareholder shall have one vote
per each share
(2) Each shareholder should use their whole
vote follows (1) elected
individually or in a set but
should have equal right of dividing vote
(3) The person who receives the highest number of votes in order to be elected as a
director of the Committee to be made. Or be
elected at that time. In the case of persons who have been elected in
descending order of votes equal or exceed the number of directors will be
elected at that time the chairman a casting vote.
(18) At each annual ordinary meeting of the Company, one-third of the directors, or, if their number is not a multiple of three, then the number nearest to one-third must
retire from
office.
Director
who needs to resign in first year and second year after company listed in The
Stock Exchange of Thailand if the agreement no other way around then will draw
one out. Thus, next year after director who are holding the position for long
will be retired but could be reelected
(19)
Apart from retired by rotation, director may retired from follows:
(1) Passes away
(2) Resigned
(3) Unqualified or Prohibited
Characteristics
(4) Resolved be resigned by the
meeting
(5) Ordered by the court to resign
(20) Any Director is tender to resign and submit the resignation to company then the Resignation will be effective starting from dated submit arrived company.
Director who resigned follows paragraph 1 may informed to registrar as well
(21) In the case of vacancy in the Board of Directors for reasons other than the expiration of the director's term of office which qualified by Law as the substitute director at
the next meeting of the Board of Directors, unless the remaining term of the office of the said director is less than 2 months the substitute director shall hold office only
for the remaining term of the director whom he or she replaces.
Such
resolution of the Board of Directors shall consist the votes of not less than
three fourths of the remaining directors
(22) Resolution from shareholders meeting may elected any Director resign from being Director before retire by rotation not less than three fourths of total shares attended
the meeting and their right to votes. Not less than one-half of the
shares held by the shareholders present at the meeting and entitled to vote at
the meeting.
(23) The Board of Directors or shareholders shall appoint a director as the Chairman in case Board of Directors or shareholders may also appoint the Vice-
Chairman, appointed one or more persons
or any other person to perform one of the Directors
(24) Two directors are authorized to sign and affix the common seal of the Company
By this, Directors or
Shareholders meeting could set the authorized Director to sign and affix common
seal of the company
(25) The quorum necessary for transaction of business at the meeting shall be at least one-half of the number of directors. In the case of absence or incapability of the
Chairman of the Board, if there is a Vice-Chairman of the Board, the Vice-Chairman of the Board shall be the chairman of the meeting. In the absence or incapability
of the Vice-Chairman of the Board, the meeting shall elect a shareholder to be chairman of the meeting.
The decision of Board Directors meeting, majority of votes shall be deemed resolution in case of an equality of votes the Chairman of the meeting has a casting
vote also at the meeting each Director shall have one vote.
(26) Normal Board of Director meeting should held at least once every 3 months, chairman of Boards shall be person who calls the meetings or in case any two Directors or
more may ask chairman to calls the meetings. In the case of two Directors or more then chairman should called the meeting within 14 days counting from requesting
date
(27) Chairman or authorized Director will schedule date; time and place for held Director meeting thus it may be other places rather than headquarter office or neighboring
provinces.
(28) By calling the Board of Director meetings, chairman or a person designated by notice sent by registered mail or directly to Director or representative of Director by
specified date, time, place and agenda within 7 days before date of meeting. Unless, urgent cases in order to defend the rights or interests of the Company then could
calls the meeting before mentioned time.
(29) The Board of Directors may appoint any other person to operate the company under the control of the Board of Directors may delegate to such person or authority as
the Board deems appropriate and within the Board's discretion. The
Board may revoke and change.
(30) Director shall conduct the business according to conditions prescribed by law,
article of association as well as resolution from Annual General Meeting of
Shareholders.
(31) No Directors shall operate any business, enter to partnership or shareholders which has the same nature as or competes with the business of company unless he or she
notifies shareholder meeting prior to his or her appointment
(32) Directors have to inform to company without delay if he/she has an interest in a contract made by the Company or holding shares or debentures, increase or decrease in
the Company or its affiliates.
