Page 234 - THAILAND PRIVILEGE ANNUAL REPORT 2025

representing the Ministry of Tourism and Sports. The total number of directors, including other appointed directors,
shall not exceed eleven persons. In addition, the Board should include directors possessing qualifications and
expertise necessary for the Company’s business operations and for achieving its objectives and mission. Directors
shall collectively demonstrate diversity in competencies, experience, skills, knowledge, and professional expertise
in accordance with the Company’s prescribed Skill Matrix, as well as diversity in age and gender.
An independent director refers to a director who is independent from major shareholders, government
administrative authorities, or any person whose influence may impair independent decision-making. Independent
directors must exercise objective judgment and oversee the Company’s operations to ensure alignment with the
Company’s mission, objectives, and the best interests of stakeholders as a whole.
The Board shall elect one director to serve as Chairperson at each Board meeting. The Chairperson shall
preside over the meeting. If a chairperson has not been elected, or if the Chairperson does not attend within fifteen
minutes after the scheduled meeting time, the directors present may elect one among themselves to preside over
the meeting. The presiding Chairperson shall not have a casting vote. A quorum for Board meetings shall consist of
more than one-half of the total number of directors. Resolutions of the Board shall be passed by a majority vote
of directors present at the meeting.

2.3 Number of Directors
The Board of Directors shall consist of no more than eleven directors. The composition shall include at
least three directors representing executives of the Tourism Authority of Thailand, at least one representative from
the Ministry of Finance, and at least one representative from the Ministry of Tourism and Sports. This structure
complies with the State Enterprise Directors and Employees Qualification Standard Act B.E. 2518 (1975), as amended,
Sections 6-7.

2.4 Term of Office and Vacation of Office
Directors shall hold office in accordance with Article 26 of the Company’s Articles of Association, which
stipulates that at the first annual general meeting following the Company’s registration, and at every subsequent
annual general meeting, one-third of the directors shall retire from office. If the number of directors cannot be
divided equally into three parts, the number closest to one-third shall retire. Retiring directors may be reappointed.
A director shall vacate office upon:
1. Death
2. Resignation
3. Removal from office
4. Disqualification or possession of prohibited characteristics as specified under Article 24 of the Company’s
Articles of Association, which requires that a director:
• possess qualifications and experience appropriate to the Company’s business.
• not be or have been adjudged bankrupt; and
• not have been sentenced by a final judgment to imprisonment, except for offences committed
through negligence or minor offences.
In the event that a director’s position becomes vacant for reasons other than retirement by rotation,
the Board of Directors may appoint a replacement director. Such appointed director shall hold office only for the
remaining term of the director whom they replace, in accordance with Article 28 of the Company’s Articles of
Association.

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