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
Board of Directors
• Chairman
300,000
x
/
• Member
100,000
x
/
Audit and Risk Committee / Executive Committee
• Chairman
25,000
25,000
/
• Member
x
25,000
/
Other Board Committees
• Chairman
10,000
25,000
/
• Member
x
25,000
/

Directors’ remuneration

  • The directors’ remuneration is approved by 2021 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 2021 for 6 directors was Baht 26.82 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 Nomination and Compensation Committee
  • Chairman of Sustainable Development Committee
3,600,000
-
3,160,000
-
Mr. Krairit Euchukanonchai
  • Independent Director
  • Chairman of Audit and Risk Committee
  • Former Member of Nomination and Governance Committee 2)
  • Member of Other Board Committees
1,200,000
1,200,000
3,085,000
-
Mr. Surasak Vajasit
  • Independent Director
  • Former Chairman of Nomination and Governance Committee 2)
  • Member of Nomination and Compensation Committee 3)
  • Member of Audit and Risk Committee
  • Member of Other Board Committees
1,000,000
1,200,000
2,194,000
-
Mr. Gerardo C. Ablaza, Jr.
  • Independent Director
  • Former Member of Leadership Development and Compensation Committee 2)
  • Former Member of Executive Committee
  • Member of Audit and Risk Committee 4)
900,000
825,000
2,163,600
-
Mr. Somprasong Boonyachai
(Former Board Member)
  • Vice Chairman of the Board of Directors
  • Non-Executive Director
  • Member of Sustainable Development Committee
750,000
525,000
1,729,930
-
Mr. Prasan Chuaphanich
(Former Board Member)
  • Independent Director
  • Chairman of Sustainable Development Committee
  • Member of Audit and Risk Committee
850,000
675,000
1,772,450
-
Total 1)  
8,300,000
4,425,000
14,104,980
-
Notes:
1) The above payments are the transactions during 2021 period including bonus 2021 paid in February 2022.
2) The Board of Directors resolved to approve the adjusting of roles and responsibilities of the Board Committee on 21 October 2021. The Leadership Development and Compensation Committee was merged into the Nomination and Governance Committee under the new title “Nomination and Compensation Committee.” The roles and responsibilities of Nomination and Compensation Committee cover those of the dissolved leadership development and compensation committee and nomination and governance committee.
3) Mr. Surasak Vajasit had been appointed as Chairman of Nomination and Compensation Committee during 21 October 2021 – 1 November 2021. Thereafter, Mr. Surasak Vajasit has been assigned to be another member of Nomination and Compensation Committee.
4) Mr. Gerardo C. Ablaza, Jr. was appointed as a member of Audit and Risk Committee on 21 October 2021
5) Other is per diem which paid to directors in performing their duties for the Company when traveling either domestically or overseas.