Nomination criteria and procedure of the board and sub-committee

  1. The Nomination and Corporate Governance Committee (NGC) is responsible for identifying and selecting qualified candidates and proposing for election at the shareholders’ meetings in accordance with the Company’s Articles of Association.
  2. The skills matrix is used to identify skill gaps and the diversity in term of skills, experience, knowledge, independence, age, and gender are considered accordingly. The NGC also conducts annually review of the board’s skills and characteristics in the light of the board’s composition and the Company’s current and future business directions.
  3. In determining whether to recommend a director for re-election, the NGC will consider relevant factors such as the director’s performance, history of attendance at and participation in meetings, and other contributions to the activities undertaken by the Board of Directors. For independent directors, their respective independence qualifications shall also be considered.
  4. The appointment of the board members shall comply with the Company’s Articles of Association and all relevant laws. Selection of the directors shall be transparent and clear through initially consider of the NGC.
  5. In the case of a vacancy, for reasons other than the completion of the term, the Board of Directors shall appoint a new director, with the required qualifications, and without any characteristics that would prohibit him/her from acting as director, to serve as a new director in the board meeting, excluding such case where the remaining term is less than two months. Such appointed director shall assume the position for the remaining term of the vacating director. To approve such new director appointment, a resolution must be passed by not less than three-fourths of the total remaining directors.

Remuneration policy

  1. Remuneration of directors should reflect their duties and responsibilities and at a rate similar to the industry standards and companies of similar size.
  2. The Leadership Development and Compensation Committee is responsible for determining necessary and appropriate remuneration in both monetary and non-monetary terms for directors, members of the sub-committees, and CEO, including senior executives reporting directly to the CEO.
  3. Remuneration for directors and sub-committee must approved by the Company’s shareholders at annual general meeting of shareholders.
  4. Directors who are executives or employees of the Company or its controlling shareholders are not entitled to receive such remuneration.
  5. Chairman of the Board of Directors is not entitled to receive an additional monthly retainer or meeting allowance when he or she holds any chair or membership of the sub-committees.
Director Monetary Remuneration (Baht)
Monthly Retainer Meeting Allowance Bonus
The Board of Directors
• Chairman
300,000
x
/
• Member
75,000
25,000
/
Audit Committee Executive Committee
• Chairman
25,000
25,000
/
• Member
x
25,000
/
Other Sub-Committees
• Chairman
10,000
25,000
/
• Member
x
25,000
/

Directors’ remuneration

  • The directors’ remuneration is approved by 2017 general meeting of shareholders in an amount not exceeding than Baht 36 million, including monthly allowances, meeting allowances and bonus payments.
  • Total monetary remuneration paid in 2017 for 8 directors was Baht 28.63 million. The detail is as follows:
Name Position Monthly Retainer
(Baht)
Meeting Allowance
(Baht)
Bonus
(Baht)
Others
Mr. Kan Trakulhoon
  • Independent Director
  • Chairman of the Board of Directors
  • Chairman of Leadership Development and Compensation Committee
3,600,000
-
3,150,000
-
Mr. Somprasong Boonyachai
  • Vice Chairman of the Board of Directors
  • Member of Leadership Development and Compensation Committee
900,000
350,000
2,253,600
-
Mr. Krairit Euchukanonchai
  • Independent Director
  • Chairman of Audit Committee
  • Member of Nomination and Corporate Governance Committee
1,200,000
650,000
3,150,000
-
Mr. Surasak Vajasit
  • Independent Director
  • Chairman of Nomination and
  • Corporate Governance Committee
  • Member of Audit Committee
1,020,000
650,000
2,289,000
-
Mr. Prasan Chuaphanich
  • Independent Director
  • Chairman of Sustainable Development Committee
  • Member of Audit Committee
679,839
350,000
1,737,132
-
Mr. Gerardo C. Ablaza, Jr.
  • Independent Director
  • Member of Executive Committee
  • Member of Sustainable Development Committee
610,000
225,000
2,372,387
-
Mr. Stephen Miller
  • Director
900,000
175,000
2,253,600
-
Mrs. Tasanee Manorot*  
225,000
175,000
558,140
-
Total  
9,134,839
2,575,000
16,928,859
-

Notes:
1) Mr. Prasan Chuaphanich was elected to be an independent director and member of Audit Committee at Annual General Shareholders’ Meeting 2017 and at the Board of Directors’ Meeting No. 2/2017 on 30 November 2017, respectively and was appointed as member of Sustainable Development Committee on 2 November 2017.
2) Mr. Gerardo C. Ablaza Jr, was appointed as director and member of Executive Committee on 27 April 2017 and was appointed as member of Sustainable Development Committee on 2 November 2017.
3) Mr.Tasanee Manorot expressed her intention not to continue her directorship in Annual General Shareholders’ Meeting 2017.
4) The above payments are the transactions during 2017 period including bonus 2017 paid in February 2018.