The Nomination and Remuneration Committee (NRC) is composed of at least 3 members, a majority of whom (more than half of the total members) must be independent directors with one of them serving as the committee chairman. The committee composition is regularly reviewed to fit with the Company’s organization structure and nature of business.

As of December 31, 2023, the Nomination and Remuneration Committee’s 3 reputable members comprised 1 Director and 2 Independent Directors. In 2023, the Nomination and Remuneration Committee held a total of 2 meetings. Members of the committee and their attendance at the meeting in 2023 are as follows:

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

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.

1. 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.
2. 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.
3. Reporting policies and principles/reasons in determining the remuneration of directors and management according to the SET guidelines by disclosing them in the Company’s annual information disclosure (Form 56-1) and annual report.
4. Being responsible for any other tasks related to the remuneration as assigned by the Board of Directors.

Remark : Could be considered the profiles of individual sub-committees. More Details