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 2020 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 2020 for 6 directors was Baht 28.42 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
-
3,160,000
-
Mr. Somprasong Boonyachai
  • Vice Chairman of the Board of Directors
  • Non-executive Director
  • Member of Sustainable Development Committee
900,000
600,000
2,253,600
-
Mr. Krairit Euchukanonchai
  • Independent Director
  • Chairman of Audit and Risk Committee
  • Member of Nomination and Governance Committee
1,200,000
1,125,000
3,160,000
-
Mr. Surasak Vajasit
  • Independent Director
  • Chairman of Nomination and Governance Committee
  • Member of Audit and Risk Committee
1,020,000
1,075,000
2,299,000
-
Mr. Prasan Chuaphanich
  • Independent Director
  • Chairman of Sustainable Development Committee
  • Member of Audit and Risk Committee
1,020,000
800,000
2,299,000
-
Mr. Gerardo C. Ablaza, Jr.
  • Independent Director
  • Member of Executive Committee
  • Member of Leadership Development and Compensation Committee
900,000
750,000
2,263,600
-
Total  
8,640,000
4,350,000
15,435,200
-

Notes:
1) Mr. The above payments are the transactions during 2020 period including bonus 2020 paid in February 2021.
2) Other is per diem which paid to directors in performing their duties for the Company by traveling and overseas.