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 procedure of the Board members at the shareholders’ meeting shall be in accordance with the Company’s Articles of Association and within the relevant laws so the process shall be with clarity and transparency as follows:
   1. Each shareholder shall be entitled to one vote for each shareholding;
   2. Each shareholder shall be entitled to cast all the votes as defined under (1) to elect one or several persons to be the Company’s director(s) but cannot split their votes for any particular person or persons;
   3. Persons who receive the highest number of votes, arranged in order from highest to lowest in a number equal to that of the number of directors to be appointed, are elected to be the Company’s directors. In the event of a tie at a lower place, which would make the number of directors more than required, the Chairman of the meeting shall have the casting vote

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.

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 2023, no minority shareholder nominated a candidate for director appointment.

Nomination of Chief Executive Officer and Management

The Nomination and Compensation Committee shall nominate the suitable person(s) either internally or externally including the preparation of a succession plan relating to the principle of considering the qualified person(s) either internally or externally. The Nomination and Compensation Committee may consider hiring professional consultants if required.

Moreover, the Company has prepared a succession plan for executives two levels down, considered vital to organizational development. The plan identifies the individual to fill the role in case no candidate is immediately available to take up the position. To that end, the Company has put in place a system to develop personnel at the lower levels to prepare them for future responsibilities or recruit external candidates to assure investors, organizations, and employees that the Company’s operations will continue without interruption. Also, the Company has prepared an individual development plan for successors in every position and level to ready them to move into higher positions

The relevant Sub-committee proposes the succession plan for top executives to the Board of Directors for consideration annually.

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 2023

Total monetary remuneration for the Chairman of the Board of Directors, independent directors, and non-executive directors totaling 4 persons was at Baht 18.22 million. 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 27 March 2023. The budget allocated comprised of monthly allowances, meeting allowances and bonus payments.

Notes:

¹⁾ Diem which paid to directors in performing their duties for the Company in the same rate of Chief Executive Officer and in accordance with the company compensation policy

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 sub-committees.

³⁾ Directors who are executives or employees of the Company or its subsidiary or the company under controlling shareholders, including directors who represent controlling shareholders, are not entitled to receive such remuneration.

The remuneration for 4 directors in the year 2023 is as follows:

Notes:

¹⁾ The above payments are the transactions during 2023 period including bonus from the performance year 2023 paid in February 2024.

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