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Report of the Nomination and Compensation Committee

To Shareholder

The Nomination and Compensation Committee consists of 3 independent directors, which is more than one half of the total number as follows:

1. Mr.Prakit                    Pradipasen              Chairman 
2. Assoc.Prof.Dr.Virach     Aphimeteetamrong    Director 
3. Mrs.Ajchara                Tangmatitham          Director

The Nomination and Compensation Committee has performed its assigned duties carefully, transparently, honestly and reasonably by taking into account maximum benefits of the shareholders and stakeholders. There have been studies of more information regarding concerned matters in a complete manner. It has also encouraged members to express their opinions freely and creatively in accordance with the duties and responsibilities specified in the Charter of the Nomination and Compensation Committee. In 2016, the Nomination and Compensation Committee held 2 meetings. The results from the meeting including comments and recommendations have been reported to the Board which must be done on a continual basis. Important tasks of this Committee in 2016 are as follows:

•    Nomination and proposed personnel to assume the Board

         The Committee had reviewed nomination procedures which had been adopted to select the directors according to transparent criteria, by adhering to the good practices in line with good governance principles disclosed in the Company’s annual report and website. The Nomination and Compensation Committee had screened and selected directors to propose to the Board of Directors to further propose to the Annual General Meeting of the shareholders of 2016, for election on an individual basis.   
The Nomination and Compensation Committee had also invited shareholders to nominate suitable persons to be selected as candidates for election but there was no nominee from shareholders. The Nomination and Compensation Committee had, therefore, considered re-appointing the retired directors in 2016 for another term of office, and the shareholders’ meeting had approved the new directors as proposed. The new director being appointed possesses complete qualifications pursuant to the Public Companies Act with no prohibited characteristics as prescribed in other laws enforced upon the Company. The new director also possesses expertise with no vested interest or conflict of interest with the Company.  Besides, such director possesses qualifications, knowledge and ability in accordance with the business operation strategy of the Company. Moreover, set up succession plan of qualified executive management. Details were published in this Annual Report for transparency and audit purposes.

    Determine Compensation for Board Directors and Committees

To determine and set up fair criteria for an appropriate compensation payment for the Board of Directors, sub-committee, President, and executive management. Comparison between actual performance outcomes and key performance indicators (KPIs) is required. The consideration was made by taking into account the directors’ responsibilities, business size and environment as well as the general economic condition, results of operations that reflect and link with the operational results when compared with the compensation rate of companies in the same industry.  Such compensation must be competitive and reasonable. This had been proposed to be approved by the annual meeting of shareholders of 2016.  The compensation for directors, sub-committee members and executives has been disclosed in this Annual Report for transparency inspection.

•    Evaluation of Board of Directors’ Performance

There has been self-evaluation of the Board of Directors and sub-committees on a group and individual basis annually. The results have been reported to the Board of Directors so as to be used for efficiency improvement and company’s goals achievement.

    Directors Development Plan 

To encourage all directors to attend training sessions or participate in activities to provide continual development by utilizing the Company’s resources, together with self-evaluation of necessary skill (Board skill matrix), which is beneficial in defining strategy, policy and direction of the Company’s business operations. Besides, the orientation has been organized for new directors, and the director’s manuals have been distributed, while information beneficial to the performance of work of directors has been communicated before attending the first meeting.

    Improvement and Development of Roles and Duties of the Nomination and Compensation Committee 

The Nomination and Compensation Committee has reviewed the Charter of the Nomination and Compensation Committee (NCC) annually. It has screened all matters relating to its roles and duties in order to improve its performance for maximum benefits of the shareholders.  Such matters shall then be further considered and approved by the Board of Directors.

    Composition and Board Diversity

To consider and review policy on the diversity of the Board of Directors’ structure and necessary skills for selection of directors (Board Diversity) so as to verify structure, composition, and expertise of both the Board of Directors and sub-committee. During the year 2016, the Committee held a total of 2 meetings, in order to be used as information in support of the selection of directors to replace directors who are completing their term of office, which must be done according to the Company’s business operation strategy. The committee agreed that the Board of Directors and sub-committees were all suitable for the Company.
All members of the Nomination and Compensation Committee have upheld the importance of attending the meetings, expressing opinion as well as searching for information that would be useful for the development of the nomination and compensation for all concerned on a fair and appropriate basis by adhering to the principle of good corporate governance of the Stock Exchange of Thailand, which is in line with the Corporate Governance Scorecard.  All the comments and recommendations can then be used with confidence and trustworthiness as tools for the Board of Directors in performing duties.


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