Nomination and Remuneration

Nomination of CEO & Executives

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.

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 & Management Compensation Structure

Our management compensation structure aims to provide a fair balance between fixed and performance-driven components, with higher weight applied to the performance-related components for the more senior levels to reflect their impact on driving business strategy and performance.

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 2023, 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.