Nomination and appointment of directors, independent directors and executives
Committee of Nomination and Remuneration
|1.||Mr. Thomas Prentice Thomson||
Chief of Nomination and Remuneration Committee
|2.||Mr. Piyapadh Vana-ukrit||Nomination and Remuneration Committee|
|3.||Mr. Arinchai Thammawang||Nomination and Remuneration Committee|
Nomination Committee shall define the remuneration and administration of human resource as part of the Good Corporate Governance. The Nominating Committee shall define the remuneration and administration of human resource and has a duty to propose a recruitment policy and remuneration for directors and executives to be transparent, fair comply with the rules, regulations and relevant laws including the policy and strategy for human resource management to presented to the Board of Directors.
Nomination Committee to define remuneration and manage human resource appointed by the Board of Directors consists of directors / experts with knowledge of recruitment, remuneration and human resource management no less than 3 persons
2.1 Experience in human resource management and understanding of their responsibilities and responsibilities as a member of the Nomination Committee to define remuneration and manage human resource.
2.2. Independent and able to dedicate sufficient time to perform duties.
3. Term of office
3.1 Nomination Committee to define remuneration and manage human resource has the term of three years. Upon expiry of the term, they may be reappointed.
3.2 Member of the committee shall vacate the office as follows:
3.2.1. Expiration of term
3.2.4 The Board of Directors has forced for resignation In case of the position is vacancy for any other reasons beyond the expiration of the term, the Board of Directors shall appoint a qualified person to be the committee. The person who becomes a member of the remuneration committee to supervise human resource shall perform his/her duties only for the remaining term of the committee replaced by him/her.
4. Scope of duties and responsibilities
To ensure the performance of the Nomination Committee defining the remuneration and managing human resource is to support the company’s operation and according to good corporate governance principles, the Board of Directors has set the scope of duties of the committee.
• Formulate policy framework, guidelines and criteria for nomination of directors, board members in various committees appointed by the Board of Directors, consultants and executive directors.
• Consider and nominate qualified persons to serve as directors and subcommittees and advisors to the Board of Directors to replace the vacant position or as appropriate to propose to the Board of Directors for approval.
• Consider the appointment of executive directors proposed to the Board of Directors for appointment and evaluation of guidelines facilitated to determine annual remuneration by considering the responsibilities and risks involved.
• Propose guidelines and procedures for setting meeting allowances, awards,monetary incentives and gratuities, as well as other benefits in the form of remuneration given to Board of Directors, subcommittees, consultants of the board to propose to the Board of Directors for approval.
• Policy Suggestions To consider and approve the remuneration of the President. In the same level of industry. The Board of Directors is responsible for the approval of the Board of Directors.
4.3 Human Resources Management
• Suggestion of policies and strategies for human resource management, including organizational structure, employee assessment system and the criteria for employee remuneration to be consistent with the company’s management strategy.
• Consider selecting appropriate persons to perform executive positions from director level before proposing upward to the Board of Directors for approval.
• Suggestion of policies to consider and approve the remuneration of executives from the director position upward in the same level of industry to propose to the Board of Directors for approval.
• Ensure that the policy is based on the overall compensation and benefits that can be accommodated for external personnel. and maintain the potential internal personnel.
• Perform any other tasks as assigned by the Board of Directors.
5.1 Nomination Committee setting the compensation and human resource management shall hold a meeting at least once a year.
5.2 At each meeting, at least half of all directors must attend the meeting.
5.3 If the Chairman of the committee is absent or cannot perform the duty, the committee attending the meeting shall elect one person to be the Chairman of the meeting.
5.4 The decision of the meeting shall be taken by the majority of votes. If the votes are equal, the chairman of the meeting shall have an additional casting vote.
5.5 If any of the Nomination Committee setting the compensation and human resource management is deemed to have conflict of interest must not participate in the consideration and vote on the matter
6.1 Reporting to the Board of Directors once a year
6.2 Summary of performance in the annual report and information
7. Compensation (Remuneration Policy)
Composition of Directors and Management Remuneration
• Human Resources Department offers opinions to the Board of Directors regarding structure and composition of remuneration for directors on an annual basis.
• To consider and review the performance valuation report of the Board of Directors to propose to the Board of Directors to approve and conduct the assessment. The Nominating Committee will use the results of such assessment to determine the directors’ remuneration.
• Propose remuneration criteria appropriately to the duties of directors by linking the compensation with the results of the business plan and the overall performance of the company to be able to motivate and secure the directors who is competent, qualified and capable. The Board of Directors shall consider and agree on the matter before presenting to the Annual General Meeting of Shareholders for approval.