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Recruitment & Remuneration Committee

Mr. Kachen Benjakul
Chairman of Recruitment & Remuneration Committee
Independent Director
First Appointment : February 27, 2018
Last Appointment : November 10, 2020

Wutthiphum  Jurangkool, Ph.D.
Recruitment & Remuneration Committee
Non – Executive Director
First Appointment : August 15, 2017
Last Appointment : November 10, 2020

Recruitment & Remuneration Committee's Report

Scope of duties

Recruitment, Appointment and Term

Recruitment & Remuneration Committees Report

         The Recruitment & Remuneration Committee has within its authority and capacity, duty and
responsibility, as delegated by the board of directors which constitutes the task of setting procedures for recruitment of directors, managing director and also arrange a succession plan, as well as decisions on remuneration policy for management and employees.In 2020, the Recruitment & Remuneration Committee members held 2 meetings.

         On the recruitment of directors and executives, the Recruitment & Remuneration Committee has proceeded to search and recruit suitable candidates in accordance with the criteria set by the board of directors and does not violate the regulations stipulated by supervisory authority.In 2020, the Recruitment & Remuneration Committee presented the re-appointment of the board of directors retiring to the consideration of the board of directors. Moreover, the committee provided a channel for minority shareholders to submit names of qualified persons for directorship to considered by the committee.

         In setting the remuneration for the board of directors, the executives, and employees, details of which have been declared in the annual report, the committee has considered the remuneration that is commensurate with their responsibility, skills, performance and taken into account the economic conditions and peer factors.

         The Recruitment & Remuneration Committee acted with circumspection, prudence, and independence for the maximum benefit of the stakeholders.

Mr. Kachen Benjakul
Chairman of Recruitment & Remuneration Committee
March 11, 2021

Scope of Duties of the Recruitment & Remuneration Committee

  1. To short-list and select the candidates to be appointed in the position of Managing Director, Deputy Managing Director and senior executives in financial & accounting and also follow up on succession plans to recruit the suitable individuals for the position of high executive when the term is expired.
  2. To determine methods and criteria in recruiting the Directors Managing Director, Deputy Managing Director and senior executives in financial & accounting so that the process remains transparent.
  3. To stipulate method and criteria short–listing of the candidates who possess the quality in advance from minority shareholders so as to treat all shareholders with fairness.
  4. To present the policy and criteria on payment of the remuneration for the Directors, Managing
    Director, Senior Executives, Advisors to the Board of Directors, Committees appointed by the Board of Directors and Employees.
  5. To consider the annual remuneration of the Directors, Managing Director, Senior Executives, Advisors to the Board of Directors and the Committees appointed by the Board of Directors and Employees.
  6. Review the scope of authority of the Company to be practically reasonable and submit it to the Committees for their approval.
  7. To have legitimate power in calling for documents or individuals related to the case in point for consideration.
  8. To perform the scope of duties as assigned by the Board of Directors.

Recruitment, Appointment, Term of the Recruitment & Remuneration Committee

         The Board of Directors appointed Recruitment & Remuneration Committee for 2 years term.

         As such, the method of candidate selection has been stipulated. Nevertheless, criteria to determine the method of recruiting managing director have been identified as follows:

  1. The Recruitment & Remuneration Committee determine the structure, size and constituents of the Board of Directors, and stipulate the quality of Directors to be replaced in terms of overall knowledge, experience, and expertise in compliance with the element and quality stated in the related laws/regulations.
  2. The Recruitment & Remuneration Committee determine the method of nominating the qualified candidate, including the procedure of nominating the qualified candidate in advanced from the minority shareholders.
  3. The Recruitment & Remuneration Committee begin the search and consider suitable candidate for Directors.
  4. The Recruitment & Remuneration Committee select the best candidate to be Directors and the recruitment result nominates the name of the person who is judged as the best candidate to be the Company’s Director, together with the reasons and propose it to the Board of Directors through the Company’s secretary.
  5. The Board of Directors selected suitable candidates who possess the right qualities as proposed by the Recruitment & Remuneration Committee and present the candidate in the shareholder’s meeting for consideration.

        The Recruitment & Remuneration Committee have, in advance, identified the method of nomination from the minority shareholders for the qualification and quality of candidates that must be met, as can be summarized below:

  1. An individual who nominates the qualified person to be Directors must be a shareholder of the Company, which may be a single or consolidation of multiple shareholder(s) who own(s) a number of shares according what has been specified by the Recruitment & Remuneration Committee – that is to have the proportion of minimum share with no less than 5 percent of paid-up stocks and must hold shares at the date of nomination at the meeting or nominate the name of Directors together with certified documents that show the ownership of shares from the security company, other documents from Stock Exchange of Thailand or other documents which show the ownership of shares, and the consent document showing the name of the nominated individual to be submitted to the secretary of the Board of Directors.
  2. The nominated candidates must possess all required qualifications and are not prohibited by public laws, securities and exchange laws and Good Corporate Governance practices.
  3. Secretary of the Board of Directors presents the list of names to the Recruitment & Remuneration Committee for consideration of the suitability.