Nomination & Remuneration
Nomination criteria and procedure of the board and sub-committee
-
1The 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.
-
2A 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.
-
3In 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.
-
4The 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.
-
5In 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.
-
6The 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.
-
7The 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
-
1Each shareholder has voting rights equal to the number of shares they hold, with one share corresponding to one vote.
-
2Shareholders 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.
-
3Candidates 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:
| Director | Monetary Remuneration year 2023 (Baht)1) | ||
|---|---|---|---|
| Monthly Retainer | Meeting Allowance | Bonus | |
| Board of Directors | |||
| Chairman2) | 300,000 | x | / |
| Member3) | 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 | / |
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:
| Name | Position | Monetary remuneration (Baht) | Meeting Allowance (Baht) | Non-Monetary Remuneration |
|---|---|---|---|---|
| Mr. Kan Trakulhoon |
|
6,300,000 | - | - |
| Mr. Kraitit Euchukanoncha |
|
4,200,000 | 400,000 | - |
| Mr. Predee Daochai |
|
3,200,000 | 400,000 | - |
| Mr. Gerardo C. Ablaza, Jr. |
|
3,200,000 | 400,000 | - |
| Mr. Surin Krittayaphongphun |
|
2,423,333 | - | - |
| Total1) | 19,323,333 | 1,200,000 | - |
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.
Nomination of Chief Executive Officer and Management
The Nomination and Compensation Committee is responsible for identifying and selecting qualified candidates for director and independent director positions. The selection process considers diversity, skills, and experience that align with the company’s current and future business needs. Candidates may be nominated by shareholders, directors, or sourced from the Thai Institute of Directors' database. The committee then presents its recommendations to the Board of Directors for approval or, as required by the Company's Articles of Association, for shareholder approval.
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.
In the nomination and selection of CEO, the Committee shall screen qualified persons, based on their skills, knowledge, competence, leadership, and experience that will be useful to the Company’s business operations in the areas of the telecommunications industry, digital technology, mobile business, broadband internet business, digital content business as well as professional experience in organizational management. The candidates may be recognized for their management achievements and prowess by both government and private sectors and among organizations, both at home and abroad. On top of this, they shall demonstrate a forward-looking perspective that can lead the Company to achieve success and realize its sustainable development goals. The Leadership Development and Compensation Committee shall propose the name of the qualified person to the Board of Directors for approval.
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.
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.
Management Remuneration Policy
Executive Remuneration Criteria
The Company’s compensation principles seek to drive the top executives in delivering strategic objectives that enhance value to shareholders over both short and long term. The Board of Directors delegates to the Nomination and Compensation Committee to annually reviews and approves the Executives’ Compensation Policy with respect to the following principles:
Pay for performance
- The compensation is performance-based and tied directly to the achievement of Company’s strategic objectives and individual accomplishment.
- Performance metrics comprises of financial, strategic, and key operational objectives over short, medium, and long term. The appropriate success metrics, targets and threshold are pre-determined to drive performance.
Align with shareholder interest
- The compensation elements are set to align the interest of the top executives with the shareholders’ expectations in order to enhance long term value for shareholders.
- Allow for claw-back to recover or cancel certain incentives in circumstances such as misconduct, resignation, or termination of employment.
Be Competitive
- Compensation is regularly benchmarked against the market and the relevant sectors to ensure attraction and retention of talents and those in critical roles to ensure continuous contribution to the Company’s performance.
Balancing the short term and long term focuses
- The compensation structure is designed to balance the achievement of both short term and long term priorities to ensure the sustainable growth of the business and proper risk management.
CEO and Executive Remuneration Structure
The compensation structure for the CEO and senior executives maintains a balance between fixed and performance-based incentives. The proportion of performance-based compensation increases with seniority, incentivizing alignment with the company's strategic plans and overall performance. Compensation is directly tied to long-term value creation for shareholders, considering factors such as long-term company performance, net profit, and overall economic value.
| Component | Reward Element | Form of reward | Purpose | Pay to | Link to performance metrics | ||
|---|---|---|---|---|---|---|---|
| CEO | Top Executives | Other Executives | |||||
| Fixed Compensation and benefit | Base Salary | Cash |
|
● | ● | ● |
|
| Benefit | Provident Fund, Health Insurance, and others |
|
● | ● | ● |
|
|
| Performance Related Variable Compensation | Short-Term Incentives: Annual Performance Bonus | Cash |
|
● | ● | ● |
|
| Long-Term Incentives: Value-Sharing Compensation | Cash |
|
● | ● | ● |
|
|
Performance Measurement Framework
The company’s performance metrics are defined to guide the executives and employees in executing and delivering strategic priorities over the short-, medium- and long-term horizon. The metrics comprises key performance indicators (KPIs) to meet financial, strategic and key operational objectives and are set annually in accordance with the business direction and priorities. The corporate KPIs are incorporated as part of the individual performance measurement with an aim to foster collaborative culture across the organization. An increasing percentage of corporate KPIs applies to the more senior levels across the organization.
In 2024, the Company defined that the financial performance metrics carried the largest weight to create the best return to shareholders through the growth in revenue and profit backed by the efficient cost control and strong finance and cash flow management. On the other hand, the strategic and operational metrics focused on maintaining competitiveness, market leadership position, building growth in home broadband and enterprise business to build confidence among consumers and readiness of work process and potential of AIS employees to handle the rapid change toward digitalization.
The Nomination and Compensation Committee is responsible for setting CEO performance targets and evaluating performance against the annual target and long-term goal in order to determine the CEO’ s compensation.
Long-term Cash-based Compensation
The Company’s long-term compensation is designed to drive performance that is the backbone of the Company, stimulate top executives to create sustainable growth, and enhance value for shareholders including long-term operating performance, net profit, and the Company’s total economic value which are common benefits between the executives and shareholders. To be paid in cash, this special compensation is tied to performance reviews and based on operating performance over three years under the employment terms at the time the compensation is paid. The pay can be higher or lower depending on whether the performance reviews meet or exceed the targets during that time frame.