Investor Relations

Sub-committees

Nomination and Remuneration Committee

Dr. Naris Chaiyasoot

Independent Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee

Date of Directorship: March 20, 2013

Education Background

  • B.A. Economics (Honors), Thammasat University
  • M.A. Economics (English Program), Thammasat University
  • Ph.D Economics, University of Hawaii. U.S.A.

Seminar Accomplishment

Thai Institute of Directors (IOD):
  • Chartered Director Class (CDC), Class 3/2008
  • Director Certification Program (DCP), Class 82/2006
  • Director Accreditation Program (DAP), Class 32/2005
  • Finance for Non-Finance Directors (FND), Class 19/2005

Number of Share Holding (%) as of 31/12/2016

None

Experience

Listed Companies
  • May 2016 - Present Chairman of the Board, AP (Thailand) Plc.
  • 13 Nov 2015 - Present Chairman of the Nomination and Remuneration Committee, GMM Grammy Plc.
  • Aug 2015 - Present Chairman of the Board / Audit Committee, Banpu Power Plc.
  • Mar 2013 - Present Chairman of the Audit Committee / Independent Director, GMM Grammy Plc.
  • Dec 2012 - Present Director and President of the Audit Committee, Fortune Parts Industry Plc.
  • Mar 2013 - 13 Nov 2015 Member of the Nomination and Remuneration Committee, GMM Grammy Plc.
  • 2009 - 2012 Director, Thai Oil Plc.
  • 2008 - 2011 Director, PTT Plc.
Other Companies
  • May 2016 - Present Chairman of the Board, Thai Credit Guarantee Corporation
  • Oct 2015 - Present Chairman, RX manufacturing Co., Ltd.
  • Oct 2015 - Present Advisor, Organization for Researches in art, culture, urban and leisure development (ORAC), Japan
  • Jan 2015 - 30 Sep 2015 Deputy Permanent Secretary, Ministry of Finance
  • Jul 2014 - 30 Sep 2015 Chairman of the Board, Export-Import Bank of Thailand
  • Apr 2014 - 30 Sep 2015 Director, Bangkok Commercial Asset Management Co., Ltd.
  • Oct 2011 - 30 Sep 2015 Chairman of the Board, Dhanarak Asset Development Co., Ltd.
  • 2010 - 30 Sep 2015 Chairman, Deposit Protection Agency
  • 2011 - Dec 2014 Director–General, The Treasury Department, Ministry of Finance
  • 2011 - Jun 2014 Chairman, Small and Medium Enterprise Development Bank of Thailand
  • 2010 - 2011 Board Member, Capital Market Supervisory Board, The Securities and Exchange Commission
  • 2010 - 2011 Director–General, Fiscal Policy Office, Ministry of Commerce
  • 2009 - 2010 Deputy Permanent Secretary, Ministry of Finance
  • 2006 - 2007 Inspector–General, Ministry of Finance
  • 1998 - 2004 President of Chancellor, Thammasat University

Mr. Suvit Mapaisansin

Independent Director, Member of the Audit Committee, Member of the Nomination and Remuneration Committee, Member of the Corporate Governance and Ethics Committee

Date of Directorship: April 29, 2015

Education Background

  • Bachelor of Economics, Chulalongkorn University
  • Master of Business Management, Sasin Graduate Institute of Business Administration of Chulalongkorn University

Seminar Accomplishment

Thai Institute of Directors (IOD)

  • Course Audit Committee Program Class 37/2011
  • Course Director Certification Program Class 12/2001

Number of Share Holding (%) as of 31/12/2016

None

Experience

Listed Companies
  • 13 Nov 2015 - Present Member of the Nomination and Remuneration Committee, GMM Grammy Plc.
  • 13 May 2015 - Present Audit Committee, GMM Grammy Plc.
  • 13 May 2015 - Present Member of the Corporate Governance and Ethics Committee GMM Grammy Plc.
  • 29 Apr 2015 - Present Independent Committee, GMM Grammy Plc.
  • 3 Apr 2014 - Present* Independent Committee/Audit Committee, Golden Lime Company Limited
    (*Resigned with effect from 1 Feb 2017)
  • 2012 - Present Director, Kiatnakin Public Company Limited
  • 2009 - Present Director, Phatra Securities Public Company Limited
  • 2011 - 2012 Chairman of the Audit Committee, Audit Committee, Krungthai Card Public Company Limited
  • 2009 - 2012 Independent Director, Krungthai Card Public Company Limited
  • 2003 - 2009 Chief Executive Officer, Phatra Securities Public Company Limited
Non-Listed Companies
  • 2010 - Present Director, Phatra Capital Public Company Limited
  • 2011 - 2 Apr 2014 Independent Director / Member of the Audit Committee, Golden Lime Company Limited
  • 2012 - 2014 Chairman of the Board of Directors, Phatra Asset Management Company Limited
  • 2012 - 2014 Chairman of the Board of Directors, KK TRADE Securities Company Limited
  • 26 Jun 2002 - 27 May 2003 Vice Chairman of the Board The Stock Exchange of Thailand
  • 6 Feb 2001 - 25 Jun 2002 Director, The Stock Exchange of Thailand
  • 2000 - 2002 Managing Director, Merrill Lynch Phatra Securities Co., Ltd.

Miss Suwimon Jhungjotikapisit

Director (Authorized Director), Member of the Nomination and Remuneration Committee, Company Advisor

Date of Directorship: November 13, 2010

Education Background

  • Bachelor of Political Science, Chulalongkorn University (Honors)

Seminar Accomplishment

The Thai Institute of Directors (IOD)
  • Director Certification Program (DCP), Class 12/2001

Number of Share Holding (%) as of 31/12/2016

None

Experience

Listed Companies
  • Jul 2014 - Present Member of the Nomination and Remuneration Committee, GMM Grammy Plc.
  • Nov 2010 - Present Director (Authorized Director), GMM Grammy Plc.
  • Nov 2005 - Present Company Advisor, GMM Grammy Plc.
Other Companies
  • Jan 2016 - Present Director, Suea Tid Peak Krub Co., Ltd.
  • Apr 2015 - Present Director, Judtangton Co., Ltd.
  • Dec 2010 - Present Director, MGA Co.,Ltd.
  • Dec 2010 - Present Advisor, GMM Media Plc.
  • Dec 2010 - Present Director, GR Vocal Studio Co., Ltd.
  • Dec 2010 - Present Director, Magic Film Co., Ltd.
  • Nov 2010 - Present Director, GMM Music Publishing International Co., Ltd.
  • Nov 2010 - Present Director, GMM Holding Co., Ltd.
  • Nov 2010 - Present Director, A-Time Media Co., Ltd.
  • Nov 2010 - Present Director, Deetalk Co., Ltd.
  • Nov 2010 - Present Director, Grammy Publishing House Co., Ltd.
  • Nov 2010 - Present Director, Mifah Co., Ltd.
  • Nov 2010 - Present Director, GMM Fitness Club Co., Ltd.
  • Nov 2010 - Present Director, Digital Arms Co., Ltd.
  • Nov 2010 - Present Director, Extraorganizer Co., Ltd.
  • Nov 2010 - Present Director, GMM Studio CO., Ltd.
  • Nov 2010 - Present Director, GMM Media Plc.
  • Nov 2010 - Present Director, GMM Tai Hub Co., Ltd.
  • Nov 2010 - Present Director, GMM Digital Domain Co., Ltd.
  • Oct 2010 - Present Director, More Music Co., Ltd.
  • Oct 2010 - Present Director, GMM TV Co., Ltd.
  • Oct 2010 - Present Director, Hou Yuu Co.,Ltd.
  • Oct 2010 - Present Director, Geurtfah Co.,Ltd.
  • Oct 2010 - Present Director, Teen Talk Co., Ltd.
  • Oct 2010 - Present Director, Ruamfah Co.,Ltd.
  • Oct 2010 - Present Director, Trinaga Co., Ltd.
  • Oct 2010 - Present Director, Exact Co.,Ltd.
  • 2010 - Present Director, Fan TV Co., Ltd.
  • Jul 2009 - Present Director, Ruam Fah Deaw Gun Co., Ltd.
  • 28 Jan 2008 - Present Director / Treasurer, Damrongchaitham Foundation
  • Feb 2007 - Present Director, Ustar (Thailand) Co., Ltd.
  • Nov 2010 - Liquidation Completed Director, Luckdee Thaweesuk Co.,Ltd.
  • Dec 2010 - Dec 2015 Director, Bliss Publishing Co., Ltd. (Defunct)
  • Oct 2010 - Dec 2015 Director, Hou Yuu Central World Co.,Ltd. (Defunct)
  • Sep 2010 - Nov 2015 Director, A Gen Event Agency Co., Ltd.
  • May 2010 - Sep 2015 Director, Acts Studio Co., Ltd.
  • Dec 2010 - 4 Aug 2015 Director, In Publishing Co., Ltd.
  • Dec 2010 - 4 Aug 2015 Director, GMM Times Co., Ltd.
  • Nov 2010 - 4 Aug 2015 Director, Image Publishing Co., Ltd.
  • Nov 2010 - 4 Aug 2015 Director, GMM Inter Publishing Co., Ltd.
  • Dec 2010 - 1 Jul 2015 Director, Index Creative Village Plc.
  • Apr 2010 - 2014 Director, Image On–air Co., Ltd.

 

Duties and Responsibilities of the Nomination and Remuneration Committee

Nomination

  1. Setting guidelines and policies in nominating Board of Directors and other Committee members by considering what would be the appropriate number, structure and composition of members and outlining necessary directors' qualifications and proposing these ideas for approval by the Board of Directors and/or Shareholders Meeting as appropriate.
  2. Searching, selecting and proposing appropriate persons to assume the position of the Company's directors whose terms have expired and/or became vacant, including newly appointed director.
  3. Executing other tasks related to nominations as assigned by the Board of Directors.
  4. Evaluating the performance of the top management and reporting to the Board of Directors for their consent.

Remuneration

  1. Preparing guidelines and policies in determining the Board of Directors and other committees' remuneration and proposing it to the Board of Directors and/or Shareholders Meeting for approval as appropriate.
  2. Determining necessary and appropriate monetary and non-monetary remuneration, for individual members of the Board of Directors and the top management each year, for the director's remuneration by taking into consideration each director's duties and responsibilities, performance and comparisons against similar businesses and the benefits expected in return from each director. The report will be submitted to the Board of Directors for consent and to the Shareholders' Meeting for approval.
  3. Taking responsibility to support the Board of Directors and being responsible for explaining and answering any questions regarding the Board of Directors' remuneration in the Shareholders Meeting.
  4. Reporting policies and principles/reasons in determining the remuneration of directors and management according to the the SET guidelines by disclosing them in the Company's annual information disclosure (Form 56-1) and annual report.
  5. Being responsible for any other tasks related to the remuneration as assigned by the Board of Directors.