The Remuneration and Nominating Committee
As of 1 January 2024, The Remuneration and Nominating Committee comprises four members: two independent director, two non-executive directors as follows:
Mr. Vinai Vittavasgarnvej
Chairman of the Remuneration and Nominating Committee
Mr. Suphachai Chearavanont
Vice Chairman of the Remuneration and Nominating Committee
Mr. Adirek Sripratak
Member of the Remuneration and Nominating Committee
Mr. Sek Wannamethee
Member of the Remuneration and Nominating Committee
Roles and Responsibilities of the Remuneration and Nominating Committee
- to establish the rules and process for nominating individuals qualified to be the Company's directors and member of the Audit Committee;
- if there is a vacancy on the Board of Directors or the Audit Committee, to propose an individual qualified to fill such vacancy to the Board of Directors for its consideration;
- to review the structure, size, and composition of the Board of Directors, and suggest any appropriate changes;
- to conduct an annual evaluation of the performance of the Board of Directors, and to report such evaluation to the Board of Directors;
- to establish and review the policy and guidelines relating to directors' remuneration which is suitable for their responsibilities, and commensurate with the prevailing level of the industry and the benefits expected from them whereby the Company's operating results and the directors' duties and responsibilities are taken into account. Such policy and guidelines must also be in accordance with the policy established by the Board of Directors Any proposed change in the remuneration, from that which has been approved by a shareholders meeting, must be submitted to the Board of Directors for its consideration and then to a shareholders meeting for its approval; and
- to perform any other tasks relating to its duties and responsibilities, as requested by the Board of Directors.
To efficiently perform and accomplish its duties and responsibilities as assigned by the Board of Directors, the Remuneration and Nominating Committee shall meet at least twice a year to consider, discuss any matters and take any action according to its duties and responsibilities. The Remuneration and Nominating Committee may invite other parties such as independent advisor to attend the meetings as appropriate.
If the Board of Directors appoints any person to be an advisor to the Remuneration and Nominating Committee, his or her independence or lack of conflicts of interest must be disclosed in the annual report.