Nomination and Remuneration

Nomination criteria and procedure of the board and sub-committee

1. The Nomination and Compensation Committee (NCC) is responsible for identifying and selecting qualified candidates to be appointed by the Board of Directors or proposed through the Board of Directors for election at the shareholders’ meetings in accordance with the Company’s Articles of Association;
2. A board skill matrix is used annually for the NCC to identify the gaps in the Board of Directors’ current composition, to consider overall compositions of skills and qualifications of present directors, and to set criteria for the suitable profile of the newly nominated directors. Other considerations cover the characteristics required of directors in terms of diversity (i.e. gender, age, and experience), criminal records, and the Company’s current and future business directions. In conducting the annual review of nomination criteria and procedures, the NCC in identifying nominating candidates also considers the sources of recommendations such as from current board members and shareholders, professional search firms, or Thai Institute of Directors’ director pool, etc.;
3. In determining whether to recommend a director for re-election, the director’s performance, history of attendance at and participation in meetings, and other contributions to the activities undertaken by the Board of Directors are taken into consideration. In case of independent directors, their respective independence qualifications shall also be considered;
4. The appointment of directors is conducted in accordance with the Company’s Articles of Association and relevant legal requirements, ensuring transparency and clarity. The process is overseen by the Nomination and Compensation Committee to maintain fairness and integrity. Details on the criteria and election procedures for directors at shareholder meetings can be found under the rights of minority shareholders in director appointments;
5. In the case of a vacancy for the position of director, 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 by law from acting as director, to serve as a new director in the board meeting. This is excluding such case where the remaining term of the vacating director 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.
6. The Company has set stricter qualifications for independent directors beyond the minimum legal requirements. For instance, an independent director must hold no more than 0.5% of the total voting shares in the company, its parent company, subsidiaries, affiliates, or any entity with potential conflicts of interest, including shares held by related persons. Further details on independent director qualifications can be found in the Company’s Corporate Governance Policy.
7. The Company currently has five independent directors: Mr. Kan Trakulhoon, Mr. Krairit Euchukanonchai, Mr. Predee Daochai, Mr. Gerardo C. Ablaza Jr., and Mr. Surin Kritayapongphan, who was the most recently appointed independent director at the 2024 Annual General Meeting of Shareholders. The Company ensures that at least one-third of the Board of Directors consists of independent directors, in line with its corporate governance policy.

The Company provides an opportunity for minority shareholders to nominate qualified candidates for election as the Company’s directors in advance, at least three months prior to the fiscal year end date and through SET’s disclosure channel and AIS website. In 2024, no minority shareholder nominated a candidate for director appointment.

Criteria and Procedures for Director Elections at Shareholder Meetings

(1) Each shareholder has voting rights equal to the number of shares they hold, with one share corresponding to one vote.

(2) Shareholders may use all their votes to elect one or multiple candidates as directors. However, if voting for multiple candidates, votes cannot be distributed unequally among them. In the voting process, shareholders cast their votes for the appointment of directors on an individual basis, using the ballot that lists the nominated candidates.

(3) Candidates with the highest number of votes will be elected as directors until all available positions are filled. In the event of a tie for the final position(s), the Chairman will cast the deciding vote.

Director and management remuneration policy

The Company has a policy to set remuneration for directors and management to reflect their duties and responsibilities and at a rate compatible to the industry standards and companies of similar size. The remuneration is set at the appropriate and sufficient level to retain qualified directors and management with the Company. The remuneration for the directors and management is set fairly and in accordance with the Company’s operational performance and the performance of the individuals.

The Nomination and Compensation Committee will determine the necessary and appropriate remuneration in both monetary and non-monetary terms for the Company’s directors, members of the sub-committees, and the Chief Executive Officer, including senior executives reporting directly to the Chief Executive Officer. Additionally, the Directors’ Compensation Survey published by the Stock Exchange of Thailand and the Thai Institute of Directors Association shall be considered together with the remuneration policy annually

The remuneration policy and budget for directors and members of the board-committees shall be proposed, respectively, to the Board of Directors meeting and the Company’s general shareholders’ meeting for approval on an annual basis.

Directors’ Remuneration

Directors’ remuneration policy for the year 2024

Total monetary remuneration for the Chairman of the Board of Directors, independent directors, and non-executive directors totaling 5 persons was at 20.5 million baht. The remuneration was paid from the director’s individual performance and was allocated from the total budget of Baht 25 million approved by the general meeting of shareholders held on 25 March 2024. Such directors’ remuneration policy was based on the new criteria approved by the general meeting of shareholders in 2024. The budget allocated comprised of monthly allowances, meeting allowances and bonus payments as follows:

Remarks:

¹⁾ Directors who are executives or employees of the Company or its controlling shareholders are not entitled to receive such remuneration.

²⁾ 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 board-committees.

³⁾ Directors who are the executives/employees of the Company, the subsidiaries or the major shareholders including those nominated and representing the major shareholders shall not be entitled to receive such remuneration.

The remuneration for 5 directors in the year 2024 is as follows:

Remarks:

¹⁾ The above payments are the transactions during 2024 period including bonus from the performance year 2024 paid in February 2025.

²⁾ Others include per diem which paid to directors in performing their duties for the Company.

³⁾ The meeting allowance for the Audit Committee includes allowances for 12 Audit Committee meetings and 4 Risk Oversight meetings.