Chairman of the Nomination and Remuneration Committee
To The Shareholders,
The Board of Directors meeting no.4/2020 held on 30 July 2020 has resolved to appoint the current Nomination and Remuneration Committee, with Dr.Patarut Dardarananda, serving as the Chairman of the Nomination and Remuneration Committee, Mr.Phongsarit Tantisuvanitchkul, Mr.Somnuk Chaidejsuriya, and
Mr.Kaoru Umehara, serving as members of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee has performed its work in accordance with the scope of duties and responsibilities as assigned by the Board of Directors, which is specified in writing in the Nomination and Remuneration Committee’s Charter. In 2020, the Nomination and Remuneration Committee convened its 3 meetings to consider the significant matters and reported the results to the Board of Directors that can be summarized as follows:
- Consideration and selection of candidates as directors to replace those who were due to retire by rotation, by taking into account their knowledge, ability, experience, transparency, morality, responsibility, maturity and professionalism. It also taking into account the Board Diversity and set a Board Skills Matrix to determine the qualifications of the directors to be nominated based on the necessary skills, appropriate qualifications and are consistent with the composition and Board’s structure according to the company’s business strategy. In addition, the Director Pool database from the Thai Institute of Directors Association (IOD) is also used for recruiting new directors.
- Consideration and determination of remuneration for directors and the Managing Director, by taking into account the appropriateness for duties and responsibilities of the directors, together with the company’s operational results, compared with that of companies in the same industry and in similar scale.
- Reviewing the criteria for granting the right of shareholders to nominate persons to be directors and the agenda of the Annual General Meeting of Shareholders in advance.
- Consideration and review of the Nomination and Remuneration Committee’s Charter to ensure that the format and topic are in the same direction and in line with the CG Code.
In this regard, the Nomination and Remuneration Committee has performed its duties independently in accordance with good corporate governance principles, to make the recruitment and remuneration processes transparent and build the confidence of shareholders and all stakeholders.