41 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited The Board of Directors consists of at least 5 but no more than 15 members as stipulated in the Company’s Charter, with occasional review of appropriate number of directors commensurate with workload. Change in numbers of directors requires approval of at least 4/5 of shareholders attending the AGM and having voting rights. TheBoardconsistsof 14non-executives: 6 independent di rectors and 8 representative directors from major shareholders and one execut ive director i.e. President. This is deemed a balanced representation. The Board mandates the number of independent directors commensurate with oversight workload, which is more than one third of the entire Board. Composition and qualifications of Directors comply with the Company’s regulations which are non-gender discriminatory, and prioritizes diversity, competency, relevant exper t ise and experience in support of and contributing to ensuring fulfillment of strategic plan and targets. The Chairman and the President shall not be the same individual for clarity of responsibility between policy and oversight which is the Board’s remit, and routine operation which is the Management’s duty. The Board charts the Company’s Charter and Table of Authority to guide clear delineation of duty between the Board and the Management. The Board is accountable to the shareholder, wi th each di rector represent i ng a l l shareho l der s . Directors oversee and govern the Company’s operation independently and impartially, ultimately in the interest of shareholders and stakeholders.
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