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
The Company's remuneration philosophy aims to reward executives for their contributions to the Company and for creating value for shareholders in both the short and long term. As delegated by the Board of Directors, the Nomination and Compensation Committee reviews and approves the executive compensation policy annually. The compensation management system is determined based on the following key considerations:
Management Remuneration Based on Performance
- Executive compensation is directly linked to the achievement of strategic goals at both the corporate and individual employee levels.
- Performance evaluation metrics encompass financial returns, strategic milestones, and operational outcomes across short-, medium-, and long-term periods, with predefined targets set in advance.
Aligning Remuneration Management with Shareholder Expectations
- The compensation structure is designed to enable senior executives to manage the business in alignment with long-term shareholder value creation.
- Remuneration may be withheld or revoked in cases of disciplinary misconduct, resignation, or termination.
Competitive Remuneration Management
- Compensation is structured to remain competitive within the relevant industry, ensuring that the company can attract, retain, and motivate skilled employees, particularly those in critical roles, to drive long-term business success.
Balancing Short-Term and Long-Term Incentives
The compensation framework strikes a balance between short-term achievements and long-term success, supporting sustainable business growth while maintaining an acceptable level of 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 | ||
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| CEO | Top Executives | Other Executives | |||||
| Fixed Compensation and benefit |
Base Salary
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Cash
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Benefit
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Provident Fund, Health insurance, and others
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| Performance Related Variable Compensation |
Short-Term Incentives: Annual Performance Bonus
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Cash
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Long-Term Incentives: Value-Sharing Compensation
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Cash
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•
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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.