Report of Nomination and Remuneration Committee

The Board of Directors has appointed the Nomination and Remuneration Committee comprising of 3 Directors as follows:

1. Mr. Suvit Arunanondchai (Independent Director) as Chairman of the Committee
2. Mr. Varavudh Varaporn (Independent Director) as Member of the Committee
3. Mr. Anuwat Luengtaweekul (Non-executive Director) as Member of the Committee

The Nomination and Remuneration Committee has performed their duties fully and carefully under the policy and charter of the Nomination and Remuneration Committee which were considered and approved by the Board of Directors.

In 2019, the Nomination and Remuneration Committee held 3 meetings to consider the nomination and remuneration issues to propose to the Board of Directors for approval as summarized below:

  • Consider and nominate the qualified persons for the Company Director positions according to the nomination criteria and process as follows:

1) Propose to appoint a person to replace the Directors who is retired by rotation in the Annual General Meeting of Shareholders.

2) Propose to appoint a person to fill in the vacant Director position.

The Committee considered the qualified candidates to fill in the 2 vacant Director positions and proposed to the Board of Directors meeting for the approval of qualified persons who have expertise, skills and experiences to bring benefits to the Company and have complete qualification in accordance with the Public Limited Companies Act B.E. 2535

  • Assured that the Company’s Directors, members of sub-committees and the Chief Executive Officer and Managing Director received remuneration appropriate for their duties and responsibilities and in accordance with their performance.
  • Determined the performance evaluation criteria for the Chief Executive Officer and Managing Director in order to consider the annual remuneration package.
  • Reviewed the remuneration package and other benefits for the Company’s Directors, members of sub-committees and the Chief Executive Officer and Managing Director to be appropriate for their duties and responsibilities and in accordance with the market condition.
  • Review the policy and charter of the Remuneration and Nomination Committee (Board Skill Matrix), including their responsibility, to be appropriate with the current situation and be in accordance with the good corporate governance.

In summary, the Nomination and Remuneration Committee has performed such above duties and responsibilities as assigned by the Board of Directors and viewed that in 2019 the Company’s Directors, members of sub-committees and the Chief Executive Officer and Managing Director were knowledgeable and capable persons.  The remuneration and other benefits shown in the Annual Report were considered suitable for their duties and responsibilities in accordance with the economic condition and overall performance of the Company.

Mr. Suvit Arunanonchai

Chairman of Selection and Remuneration Committee