Report of the Nomination and Compensation Committee
To Shareholders
The Nomination and Compensation Committee consists of at least 3 directors and more than half of them must be independent directors. The Nomination and Compensation Committee performs duties as assigned with duty of care, prudence, transparency, integrity, and reasonableness, including reviews operations in accordance with the current situation and the Company's operating strategies by mainly taking into account the highest interests of shareholders and all stakeholders. In addition, the Committee must study additional information of related matters comprehensively, encourages each director to express opinions independently and constructively based on their duties and responsibilities set out in the charter of the Nomination and Compensation Committee. In 2022, there were 2 Nomination and Compensation Committee’s meetings and the results of the meetings were reported together with opinions and suggestions to the Board of Directors for acknowledgement continuously. The key operations in 2022 can be summarized as follows:
  1. Nomination of Persons to be Appointed as Directors
  2. The nomination methods for the Board of Directors are established with criteria and transparency, adhering to good practice guidelines under the good corporate governance principles, in order to build confidence for shareholders and all stakeholders. They are disclosed in Annual Registration Statement/Annual Report (Form 56-1 One Report) and the Company's website.
    In addition, the Nomination and Compensation Committee provides opportunities to shareholders to nominate names of persons deemed appropriate to be selected as directors. During September 13, 2022 - November 14, 2022, there was no shareholder nominating a candidate for appointment as a director, so the Nomination and Compensation Committee proposed to consider re-electing the directors who retired by rotation for the year 2022 to be a director for another term. The Shareholders' Meeting passed the resolution to approve the appointment of new directors as proposed. The newly appointed directors meet all qualifications under the Public Limited Companies Act and do not possess the prohibited characteristics as stipulated or specified in laws that are applicable to the Company. In addition, they are qualified persons, have no interests or conflicts of interest with the Company and possess qualifications, knowledge and capabilities in line with the Company's business strategies. They also supervise the succession plan of executive management for the continuity of operations every year. However, Details are disclosed for transparency of the audit in this Annual Registration Statement/Annual Report (Form 56-1 One Report). According to the results of the assessment, it is concluded that all independent directors are independent.
  3. Determination of Compensation for Directors, Sub-committees and Executive Committee
  4. Guidelines for determining the Compensation for the Board of directors, sub-committee, Chairman of Executive Committee and executive management are considered. Methods and rules for determining fair and reasonable compensation are also established based on performances and operational achievements compared with Key Performance Indicators (KPIs). Compensation consideration takes into account the responsibility of directors, size of business, business environment, overall economic situations and performances reflected and linked to the operating results. In addition, the Company’s compensation rate must be compared with that of the same industry, which is at a competitive level and reasonable. The Compensation rate was proposed to the 2022 Annual General Meeting of Shareholders for approval. The Compensation of directors, sub-committees as well as the Chairman of the Executive Committee and senior executives is considered appropriately based on performances the Company's operating results.
  5. Evaluation of Performances of the Board of Directors, Sub-committees and Independent Directors
  6. Self-Assessment of the Board of Directors and the sub-committees (the whole group) is provided individually. It is reported to the Board of Directors for acknowledgment in order to apply the evaluation results to improve operations and achieve the objectives of the Company. In addition, independent directors' independence is assessed annually. In 2022, independent director's performances are evaluated additionally. The evaluation results concluded that all independent directors met the qualifications under the rules of the Securities and Exchange Commission and also performed duties completely based on the assigned scope of duties, expressed opinions independently and had no conflict of interest or significant interests with the Company.
  7. Improvement and Development of Roles and Duties of the Nomination and Compensation Committee
  8. The charter of the Nomination and Compensation Committee is considered and reviewed annually. Any matters are screened based on roles and duties in order to improve the performance of duties for the highest benefits of shareholders, which are proposed to the Board of Directors for approval. In addition, the qualifications of the Chairman of the Executive Committee in the policy on succession plan is also reviewed.
  9. Director Development Plan
  10. All directors are encouraged to attend trainings or participate in activities to continuously develop knowledge by using the Company's resources. In addition, each director has to conduct the Self-Assessment on Board Skill Matrix. The skills applied for evaluation are comprehensive and consistent with the Company's business strategies.
  11. Composition and Diversity of the Board of Directors
  12. Diversity in the structure of the Company's directors (Board Diversity) and qualifications and necessary skills for the nomination of directors are considered and reviewed in order to review the structure, composition and expertise of the Board of Directors and sub-committees of the Company. In 2022, there was 2 Nomination and Compensation Committee’s Meeting, which was used as information for considering the nomination of directors who would retire by rotation and the selection in accordance with the Company's business strategies. The Board of Directors is of the opinion that the current composition of the Board of Directors and the sub-committees is appropriate for the Company's businesses.
    The Nomination and Compensation Committee pays attention to the meeting attendance and proposes useful opinions and information to develop nomination and determine the compensation for all related persons fairly and appropriately. The Nomination and Compensation Committee performs operations in accordance with the good corporate governance guidelines of the Stock Exchange of Thailand, which are consistent with the Corporate Governance Code. All opinions and suggestions of the Nomination and Compensation Committee can be used as a tool for the Board of Directors to consider with confidence and reliability.