Scope of duties and responsibilities of the Nomination and Remuneration Committee.
Duties and Responsibilities with regards to the Nomination Process
- TThe committee is in charge of policy, criteria and method of recruitment attribution, selection and nomination of the Company’s Board of Directors and the Nomination Committee as assigned by the Company’s Board of Directors and submit the nominations to the Company’s Board of Directors for approval to replace the positions of the Company’s Board of Directors/ Nomination Committee that are vacant regardless of the reason for vacancy.
- Carefully verify the nominated person for qualifications according to the legislation and regulations of related organizations.
- Contact persons who have qualifications corresponding to the determined criteria in order to be confident that such persons are prepared to become members of the Company’s Board of Directors should they be appointed from shareholders.
- The nomination committee may be assigned to nominate high-level executives especially the managing director or the chairman of the executive personnel.
Duties and Responsibilities with regards to the Remuneration
- The committee is to consider the forms and criteria of appropriate remuneration in terms of pays for the Company’s Board of Directors and Managing Director to ensure the appropriate forms and criteria of remuneration.
- Consider the criteria of performance assessment of the Managing Director and present them to the Company’s Board of Directors for approval.
- Consider and determine annual pays for the Company’s Board of Directors and the Managing Director. The pays for the Company’s Board of Directors are to be entered as an agenda for the approval from the AGM of shareholders.
- Consider conditions and details of the sales of new securities or share warrants for members of the Board of Directors and employees (if any).
- Work for any other duties assigned by the Company’s Board of Directors.
In order to facilitate the efficient work of the Remuneration Co mmittee, the Remuneration Committee is to act in the following ways;
- In following the scope of duties and authority, the Remuneration Committee is to invite the managing department or the supervisors to attend meetings to explain or to submit relevant documents.
- The Nomination and Remuneration Committee may ask for professional opinions from external experts or advisors from the Company’s expenses.
Components of the Nomination and Remuneration Committee
- The Nomination and Remuneration Committee is appointed by the Company’s Board of Directors. It comprises mostly independent members.
- There must be at least 3 members in the Committee. The Committee’s term is 3 years and may be re-appointed.
- The chairman of the Nomination and Remuneration Committee is an independent member.
- Members of the Nomination and Remuneration Committee apart from those characterized in 1.1 should not participate in the remuneration of the managing director.
- The Company’s Board of Directors appoints the secretary of the Nomination and Remuneration Committee.
Nomination and Remuneration Committee Report
The Nomination and Remuneration Committee is to prudently and reasonably perform in accordance with the scope of the duties and responsibilities under the charter of the Nomination and Remuneration Committee. The committee duties include determining methods and principles of the Executive Committee, Chief Executive Officer, and new nominated person recruitment, determining methods and principles of remuneration or other benefits to the committee, Chairman of Executive Committee, Managing Director according to the duties and responsibilities.
The Nomination and Remuneration Committee comprised of three members; two members from independent directors and another one from Company’s executive. Mrs.Vipavee Boonyaprasit, independent director, as Chairman of the Nomination and Remuneration Committee, followed by Mr. Kachen Benjakul, independent director, as a member and Mrs. Voraporn Chaona, Accounting Director, as a member and secretary of the Committee. In 2017, the Committee has held three meetings and all of the members had attended. The transactions can be summarized as follow;
- Considering and proposing the appointment of the directors who are due to retire by rotation for 2 persons, which are Mr. Prasong Tharachai and Mr. Tat Thongpakdi, to be re-appointed for another term and present to the Board of Directors meeting and the Annual General Meeting of Shareholders for approval.
- Considering to recruit one more qualified persons as nominated Company’s directors abide by the Charter, the laws governing public companies, securities law and the Stock Exchange of Thailand, and good governance. The persons are required the knowledge, skills, experience, leadership, ethics and positive attitude towards the company and ability to devote sufficient time to get enough.
- In 2018, the Board of Directors provides opportunities for shareholders to propose the names of persons who deem appropriate to be selected as directors according to the criteria specified Between October 12nd, 2018 to December 28th, 2018, which appeared that no shareholder nominated any person entering the nomination process in the 2019 Annual General Meeting of Shareholders.
- Consider the method and criteria for evaluating the entire board including the remuneration of directors, presented to the Board of Directors and the Annual General Meeting of Shareholders for approval.
- Evaluate the performance of the Chief Executive Officer according to the target to consider the appropriate compensation, taking into account the operating results of the company, comparable to other companies that are in the same industry or with similar sizes as well as economic conditions.
- Consider and review the Nomination and Remuneration Committee Charter, and agreed that the current charter of the committee is still sufficient and consistent with the duties of the board of directors accordance with company policies and related practices.