Text Size

The Corporation Good Governance, Nomination, and Remuneration Committee

Mr. Suchart Suphayak
Chairman of the Corporate Good Governance, Nomination, and Remuneration Committee
Mr.Bhiya Jriyasetapong
The Corporate Good Governance, Nomination, and Remuneration Committee
Mr. Sumruay Tichachol
The Corporate Good Governance, Nomination, and Remuneration Committee
The Corporate Good Governance, Nomination, and Remuneration Committee

Members of the Corporate Good Governance, Nomination, and Remuneration Committee are 3 directors as of 23 February 2017. The Chairman of the committee has to be the independent director only as follows;

  • 1. Mr. Suchart Suphayak
    Chairman of the Corporate Good Governance, Nomination, and Remuneration Committee
  • 2. Mr.Bhiya Jriyasetapong
    The Corporate Good Governance, Nomination, and Remuneration Committee
  • 3. Mr. Sumruay Tichachol
    The Corporate Good Governance, Nomination, and Remuneration Committee

Secretary to the Corporate Good Governance, Nomination, and Remuneration Committee is Ms. Pornpimol Torpaiboon.

Scope of duties and responsibilities of the Corporate Good Governance, Nomination, and Remuneration Committee
  1. To elects individual or considers candidate who is qualified to become member of the Board of Director or other committees, according to the Board of Director membership criteria for recommendation to the Board of Director.
  2. To considers and advises suitability of the Committees, Director in each committees, and Executive Committee' size, structure, structure, and qualification which had diversified acknowledge, ability, experience, and the Board Skill Matrix in accordance with the Company’s business. In addition, retirement period is considered in accordance with the changing environment.
  3. To plans and elects for the succession of the Company’s Managing Director or the Company’s President to propose the Board of Directors.
  4. Regularly review the appropriateness of principle to considerate remuneration to align them with the Company’s goals and the interests of the shareholders.
  5. Considerate appropriate remuneration or other benefits of Board of Directors and Managing Directors and President.
  6. The Corporate Good Governance, Nomination, and Remuneration proposes the remuneration of other benefits of the Board of Directors to consider and approve by the Board of Director that they consider from three factors as follows;

    • Best practice in industry for considerate remuneration.
    • Performance and size of the Company.
    • Responsibility, knowledge and experience of director.
  7. Considerate appropriate remuneration to attract executive for a long time in line with the Company’s performance and shareholder’s benefit.
  8. Consider/recommend guideline of ethics according with the good governance system to the Board of Directors and the Management Directors to define the Company’s practices and procedures.
  9. To be regulator, consult, evaluation, and reviewer of policies based on the principle of good governance and good ethics to develop the good governance of the Company.
  10. To prepare and report the performance of the Corporate Good Governance, Nomination, and Remuneration Committee to the Board of Directors and disclose in the Annual Report annually which is signed by the Chairman of the Corporate Good Governance, Nomination, and Remuneration.
  11. Disclose the remuneration policy and available options and comments from the Corporate Good Governance, Nomination, and Remuneration Committee in the Annual Report.
  12. Perform other duties as assigned by the Board of Directors.

The Corporate Good Governance, Nomination, and Remuneration Committee is directly responsible to the Board of Directors. In addition, the Chairman and members of the Nomination and Remuneration Committee have a term of three years. Nevertheless, a retiring director is eligible for re-election in accordance with the Board of Director deems appropriate.

The authority of the Corporate Good Governance, Nomination, and Remuneration Committee shall not include the authority to approve transactions which may cause a conflict of interest with the Company or any transaction in which members of the Corporate Good Governance, Nomination, and Remuneration Committee or their connected persons have an interest or benefit that causes a conflict of interest according to the SET’s regulations. The approval of said transactions is required to be proposed to the Board of Directors and/or Shareholders of the Company for their consideration and approval in accordance with the Company’s Articles of Association or relevant laws, except for the approval of transactions in the normal course of business which are already covered by existing guidelines approved by the Board.