possibility of a substantial increase in related party transactions, the potential cross-shareholding structure and the possible overlapping of independent directors or audit committee members. Moreover, RS

business structure between RS and GIFT, (b) numerous related-party transactions, (c) the cross-shareholding structure, and (d) the overlapping independent directors or audit committee members. Additionally

offering). The independent financial advisor (IFA) considers that the information disclosure in this case is insufficient, and the company is exposed to the risk of absence of due diligence in the

business operation and has the potential to generate income for the company. This is because the selling price of the land is set against the appraisal price of the independent appraiser, and it is

at least five members to the board of directors, and of this at least two board members shall be independent directors, as well as to establish an audit committee. These requirements aim to ensure that

credible, (2) the operation is independent, (3) they apply the principle of good governance in their risk management and personnel management, (4) they disclose correct and sufficient information, as well

have the independent director review the work of the SKFM management from 2016 to 2018; and             (4)  neglecting the supervision of SKFM operation, causing deficiencies in many cases. For

กรรมการอิสระที่ดูแลประโยชน์โดยรวมของสาธารณะ (public independent director) ได้ดังนั้น เพื่อให้บรรลุวัตถุประสงค์ดังกล่าว คณะกรรมการ ก.ล.ต. จึงได้กำหนดหลักเกณฑ์และกระบวนการคัดเลือก โดยสรุปสาระสำคัญได้ดังนี้ (1

shareholders on the transaction on 25 September 2019. The independent financial advisor (IFA) was of the opinion that the shareholders should not approve the confirmation of the connected transaction because the

external independent appraiser. The validation process involved interviews with the listed companies’ boards to examine the consistency between their information disclosure and actual practice. This was to