Nomination and Remuneration
Promoting Good Corporate Governance
Policy, Criteria, and Procedures for Nomination and Remuneration
The company has established policies, criteria, and procedures for the nomination and remuneration of company directors, sub-committee members, and senior executives to ensure transparency, fairness, and compliance with good corporate governance principles of the Stock Exchange of Thailand, taking into account the interests of all stakeholder groups.
The Board of Directors has appointed the Nomination and Remuneration Committee (NRC) to be responsible for establishing policies, criteria, and nomination processes, including determining appropriate remuneration that aligns with roles, responsibilities, and organizational performance, and presenting recommendations to the Board of Directors and/or shareholders' meeting as appropriate.
Furthermore, the company has adopted the Corporate Governance Code (CG Code) principles and adapted them to suit its business context, with regular reviews and updates of policies, criteria, and practices at least once a year or when significant changes occur, to ensure alignment with the business environment and support efficient and sustainable organizational operations.
Director and Senior Executive Nomination and Appointment
Nomination Process
The company ensures a systematic, transparent, and governance-based nomination process, considering legal qualifications, knowledge, expertise, and experience aligned with corporate strategy, while emphasizing Board Diversity and Board Skill Matrix analysis.
Shareholder Participation
Shareholders are given opportunities to nominate directors. Candidates are thoroughly evaluated for suitability, including time commitment and performance effectiveness. Directors may hold positions in other listed companies within appropriate limits to avoid conflicts with their duties.
Succession Planning
For senior executives, the company establishes selection criteria emphasizing leadership, vision, strategic capabilities, and business ethics. A Succession Plan is in place to ensure management continuity in the long term.
Director Nomination and Appointment
The Board should ensure that the director nomination and selection process is transparent and clear, to obtain directors with qualifications aligned with the established requirements, as follows:
Provide opportunities for minority shareholders to nominate qualified individuals for consideration as directors, in addition to nominations from major shareholders.
Qualifications according to relevant laws and regulations, including the Public Limited Companies Act, Securities and Exchange Act B.E. 2535, Company Articles of Association, and the Company's Corporate Governance Principles.
Consider the director nomination criteria of the Stock Exchange of Thailand.
Emphasize individuals with diverse skills, experience, professional qualifications in various fields that the Board lacks and are essential to the Company's business, to ensure a complete and most beneficial Board composition.
Consider knowledge, capabilities, and experience relevant to the business aligned with the Company's business strategy, including using the Director Pool database from the Thai Institute of Directors (IOD) as a key component in nominating new directors.
Consider director qualifications aligned with business strategy by developing a Board Skill Matrix, defining required director qualifications by considering expertise in various areas including law, accounting, finance, economics, engineering, and management, to combine knowledge and capabilities beneficial to the Company's operations.
Consider directors' time commitment; for incumbent directors returning for another term, performance during their tenure should be evaluated, including consideration of the appropriate number of listed companies where each director may hold positions, which should not exceed 5 listed companies, to ensure work efficiency is not compromised.
For independent director appointments, consider the independence of nominees according to criteria established by the Securities and Exchange Commission (SEC), with independence qualifications as specified in the Corporate Governance Handbook.
Performance in the past year (if applicable).
Providing beneficial suggestions and opinions.
Director and Executive Remuneration
Director Remuneration
The Board of Directors has established clear and transparent policies, criteria, and methods for nomination and remuneration that are appropriate and comparable to similar industries. The Corporate Governance, Nomination, and Remuneration Committee is assigned to initially consider remuneration and present information to the Board meeting for consideration before proposing to the Annual General Meeting of Shareholders for approval.
Director remuneration consists of 2 parts: meeting attendance fees and annual stipend, without other benefits. Meeting fees are approved by the shareholders' meeting and paid only to directors attending meetings. For the Board of Directors and Audit Committee, all directors receive equal meeting fees, while the Chairman receives more. For sub-committees (Risk Management and Sustainability Committee, and Corporate Governance, Nomination and Remuneration Committee), all members receive equal fees except executive directors who do not receive meeting fees. Director stipends are determined based on suitability and comparison with companies in similar industries and sizes, considering company performance and overall business conditions.
Executive Remuneration
The Corporate Governance, Nomination and Remuneration Committee is responsible for considering and determining senior executive remuneration, taking into account suitability with duties and responsibilities, performance results, and labor market competition.
The executive remuneration structure consists of salary, bonuses, and various benefits according to company regulations, with annual performance evaluations used as criteria for appropriate remuneration adjustments.
Criteria and Methods for Director and Sub-committee Remuneration
Director Remuneration
The Board of Directors' remuneration shall be considered based on the responsibilities of the Board and directors' work, as approved by the shareholders' meeting.
The Corporate Governance, Nomination and Remuneration Committee shall consider the types of remuneration, payment methods, and remuneration amounts for directors, including proposing to the Board for approval and presenting to the shareholders' meeting for subsequent approval.
The company has established clear and transparent remuneration policies, with remuneration appropriate to the duties and responsibilities assigned to each director, and at a level sufficient to motivate and retain qualified directors and executives.
1.4 Types of remuneration consist of 2 components:
Remuneration for the Board of Directors and sub-committees must be approved by the Annual General Meeting of Shareholders.
Senior Executive Remuneration
The Board of Directors has established clear and transparent policies, criteria, and methods for nomination and remuneration that are appropriate and comparable to similar industries. The Corporate Governance, Nomination and Remuneration Committee is assigned to consider remuneration based on the company's performance and individual executive performance, in order to motivate and retain quality personnel.
For senior executive remuneration and annual bonuses, there are definite evaluation criteria based on company performance, overall economic conditions, and individual executive performance. Criteria are communicated in advance before year-end evaluations, with the Corporate Governance, Nomination and Remuneration Committee reviewing before presenting to the Board of Directors for approval.
Criteria and Methods for Senior Executive and Other Personnel Remuneration
CEO and Senior Executive Remuneration
The Board determines remuneration structures that incentivize the CEO and senior executives in alignment with organizational objectives and core goals, including long-term business interests.
Consider the appropriate proportion of remuneration consisting of salary, short-term performance such as bonuses, and long-term performance.
Establish remuneration payment policies considering factors such as remuneration levels equal to or higher than similar industry levels on average, company performance, etc.
1.3 Establish policies regarding CEO performance evaluation criteria and communicate at least the following matters:
Approve CEO performance evaluation criteria that cover incentivizing the CEO to manage the business according to objectives, core goals, strategy, and aligned with long-term business interests.
Evaluate CEO performance annually or assign the Corporate Governance, Nomination and Remuneration Committee to evaluate, with the Chairman or senior director communicating the evaluation results.
Approve the CEO's annual remuneration based on the CEO's performance evaluation results and other factors.
The Board should approve evaluation criteria and factors, as well as approve senior executive remuneration structures, and monitor the CEO's evaluation of senior executives in accordance with such evaluation principles.
This nomination and remuneration policy was approved by Board Meeting No. 5/2560, effective from August 10, 2561 onwards, with annual policy reviews.
Executive Remuneration
Monetary remuneration for executives in 2568 includes salary, bonuses, provident fund contributions, and other benefits.
Non-monetary remuneration for executives in 2568: None
Executive Remuneration Table (Unit: Baht)
| Executive Remuneration | Unit: Persons | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Male Executives | 1 | 8,009,680.00 | 8,461,500.00 | 8,299,743.00 |
| Female Executives | 4 | 17,477,487.00 | 19,851,333.00 | 21,976,429.00 |
| Total | 5 | 25,487,167.00 | 28,312,833.00 | 30,276,172.00 |
Executive Provident Fund Information
| Details | 2023 | 2024 | 2025 |
|---|---|---|---|
| Number of executives who are provident fund members | 3 persons | 3 persons | 3 persons |
| Proportion of executives participating in provident fund | 60% | 60% | 60% |
| Company contribution to provident fund | 352,155.00 | 404,209.00 | 499,049.00 |