Nomination and Remuneration Committee

  • Profile
  • Scope of Duties and Responsibilities
  • Nomination of the Board
  • Report
 

Scope of duties and responsibilities of the Nomination and Remuneration Committee. Duties and Responsibilities with regards to the Nomination Process

  1. The committee is to determine policy, criteria and method of recruitment, selection and nomination of the Company’s Board of Directors and the Nomination Committee as assigned by the Company’s Board of Directors and submit the nominations to the Company’s Board of Directors for approval to replace the positions of the Company’s Board of Directors/ Nomination Committee that are vacant regardless of the reason for vacancy.
  2. Carefully verify the nominated person for qualifications according to the legislation and regulations of related organizations.
  3. Contact persons who have qualifications corresponding to the determined criteria in order to be confident that such persons are prepared to become members of the Company’s Board of Directors should they be appointed from shareholders.
  4. The nomination committee may be assigned to nominate high-level executives especially the managing director or the chairman of the executive personnel.

Duties and Responsibilities with regards to the Remuneration

  1. The committee is to consider the forms and criteria of appropriate remuneration in terms of pays for the Company’s Board of Directors and Managing Director to ensure the appropriate forms and criteria of remuneration.
  2. Consider the criteria of performance assessment of the Managing Director and present them to the Company’s Board of Directors for approval.
  3. Consider and determine annual pays for the Company’s Board of Directors and the Managing Director. The pays for the Company’s Board of Directors are to be entered as an agenda for the approval from the AGM of shareholders.
  4. Consider conditions and details of the sales of new securities or share warrants for members of the Board of Directors and employees (if any).
  5. Work for any other duties assigned by the Company’s Board of Directors.

In order to facilitate the efficient work of the Remuneration Co mmittee, the Remuneration Committee is to act in the following ways;

  1. In following the scope of duties and authority, the Remuneration Committee is to invite the managing department or the supervisors to attend meetings to explain or to submit relevant documents.
  2. The Nomination and Remuneration Committee may ask for professional opinions from external experts or advisors from the Company’s expenses.

Components of the Nomination and Remuneration Committee

  1. The Nomination and Remuneration Committee is appointed by the Company’s Board of Directors. It comprises mostly independent members.
  2. There must be at least 3 members in the Committee. The Committee’s term is 3 years and may be re-appointed.
  3. The chairman of the Nomination and Remuneration Committee is an independent member.
  4. Members of the Nomination and Remuneration Committee apart from those characterized in 1.1 should not participate in the remuneration of the managing director.
  5. The Company’s Board of Directors appoints the secretary of the Nomination and Remuneration Committee.

Nomination and Remuneration Committee Report

To Shareholder(s)

The Nomination and Remuneration Committee is to prudently and reasonably perform in accordance with the scope of the duties and responsibilities under the charter of the Nomination and Remuneration Committee. The committee duties include determining methods and principles of the Executive Committee, Managing Director, and new nominated person recruitment, determining methods and principles of remuneration or other benefits to the committee, Chairman of Executive Committee, Managing Director according to the duties and responsibilities.

The Nomination and Remuneration Committee comprised of three members; two members from independent directors and another one from Company’s executive. Mrs.Vipavee Boonyaprasit, independent director, as Chairman of the Nomination and Remuneration Committee, followed by Mr. Kachen Benjakul, independent director, as a member and Mrs. Voraporn Chaona, Accounting Director, as a member and secretary of the Committee. In 2017, the Committee has held three meetings and all of the members had attended. The transactions can be summarized as follow;

  1. Recruiting qualified persons as nominated Company’s directors abide by the Charter, the laws governing public companies, securities law and the Stock Exchange of Thailand, and good governance. The persons are required the knowledge, skills, experience, leadership, ethics and positive attitude towards the company and ability to devote sufficient time to get enough.
  2. Consider the methods and principles of the committee party’s assessment and the remuneration of the committee
  3. Consider the Directors and the Managing Director's remuneration by taking into account the results of operations of the Company with comparison to other companies in the same industry or a similar size as well as economic conditions.
  4. Consider the appropriateness of the remuneration for the executive committees in “Employee Joint Investment Program (EJIP)” participation Consider the charter of Nomination and Remuneration Committee

Yours sincerely,



(Mrs.Vipavee Boonyaprasit)
Chairman of the Nomination and Remuneration Committee