definition of independent directors

NEP Realty and Industry Public Company Limited defines “Independent Director” in accordance with the minimum requirements set by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). An Independent Director is defined as a director who meets the following qualifications:

1. Holds no more than 1% of the total voting shares of the Company, parent company, subsidiary, associate, major shareholder, or controlling person of the Company, including shares held by related persons of such independent director (as defined under Section 258 of the Securities and Exchange Act).

2. Is not, and has not been, an executive director, employee, staff member, advisor receiving a regular salary, or controlling person of the Company, parent company, subsidiary, associate, same-tier subsidiary, major shareholder, or controlling person of the Company, unless the individual has ceased to hold such position for at least two years prior to appointment. This restriction does not apply to cases where the independent director previously served as a government official or advisor to a government agency that is a major shareholder or controlling person of the Company.

3. Is not a person related by blood or legal registration as a father, mother, spouse, sibling, child, or spouse of a child of another director, executive, major shareholder, controlling person, or person nominated to be a director, executive, or controlling person of the Company or its subsidiaries.

4. Does not have, and has not had, a business relationship with the Company, parent company, subsidiary, associate, major shareholder, or controlling person of the Company in a manner that may interfere with their independent judgment, including not being or having been a significant shareholder or controlling person of an entity with such a business relationship, unless such relationship ended at least two years prior to appointment.

5. Is not, and has not been, an auditor of the Company, parent company, subsidiary, associate, major shareholder, or controlling person of the Company, and is not a significant shareholder, controlling person, or partner of the audit firm of such entities, unless such relationship ended at least two years prior to appointment.

6. Is not, and has not been, a professional service provider (including legal or financial advisory services) receiving fees exceeding 2 million baht per year from the Company, parent company, subsidiary, associate, major shareholder, or controlling person, and is not a significant shareholder, controlling person, or partner of such service provider, unless such relationship ended at least two years prior to appointment.

7. Is not a director appointed as a representative of the Company’s director, major shareholder, or shareholder related to the major shareholder.

8. Does not engage in any business that is the same as or significantly competes with the business of the Company or its subsidiaries, and is not a significant partner in a partnership, or a director involved in management, employee, staff member, advisor receiving a regular salary, or shareholder holding more than 1% of voting shares of any company operating a similar or competing business with the Company or its subsidiaries.

9. Has no other characteristics that would prevent them from expressing independent opinions regarding the Company’s operations.

10. An independent director who meets the qualifications under items 1–9 may be assigned by the Board of Directors to make decisions in the business operations of the Company, parent company, subsidiary, associate, same-tier subsidiary, major shareholder, or controlling person of the Company as part of a collective decision.