57 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited 2.3 Director Election • Director election at the shareholders’ AGM has the following criteria and procedures: o Each shareholder has votes equal to the number of shares held, where one share equals one vote. o Shareholders can exercise the right to elect one individual or multiple individuals for directorship but must not exceed the vacancies up for election at that particular AGM. o In case the shareholder exercises the right to elect more than one individual for directorship, the shareholder has the right to vote for each candidate in the amount equal to votes possessed. Votes cannot be split. o Individual who receives votes in subsequent amounts shall be elected for directorship per the number of vacancies at the election. In case of tie votes for the next person in line, the Chair at the AGM has the decider vote for the outcome to fulfill vacancies required at the election. • In case of director vacancy for reasons other than rotation, the NRC shall nominate suitable candidate to the Board for appointment at the subsequent meeting, with at least three out of four votes of the remaining directors, and such newly elected director shall serve only the remaining term of the predecessor. • Nomination of new director, related to EGCO personnel, must be executed with transparency and fairness, with EGCO personnel strict non-interference or undue influence over the process.
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