The Compensation Sub-Committee shall consist of three members, including the Committee
Chairman and two additional committee members. The Committee Chairman and one other
member must be independent directors, while the third member of the committee must
not be a member of the Company’s management.
|Mrs. Charintorn Vongspootorn
||Chairman of the Committee
|Prof. Samrieng Mekkriengkrai
|Mr. Philip Chen Chong Tan
Committee Members resigned in 2012: Mr. Paron Israsena.
On 22 March, 2012, Mr. Paron Israsena resigned as the Chairman of the Compensation Committee in
keeping with Good Corporate Governance guidelines which state that the Chairman of the Company’s
Board of Directors should not hold any position on Company sub-committees. The Board of Directors
appointed Mrs. Charintorn Vongspootorn as the Chairman of the Committee to replace Mr. Paron Israsena, and
the Board also appointed Associate Professor Samrieng Mekkriengkrai, an independent director, as a member
of the Compensation Committee.
The Compensation Committee’s scope of work and responsibilities are:
- Fix appropriate remuneration both monetary and non-monetary in order to be an incentive for members of the Board of Directors, the Committee and high level executives to remain with the Company
- Consider and approve the EV Bonus Plan (Economic Value Bonus Plan) and prescribe criteria for implementation of the EV Bonus Plan including consideration and the allocation of annual EV Bonus to the Company’s executives and submit its recommendations to the Board of Directors for approval;
- Supervise the implementation of the EV Bonus Plan and to give final determination in case there are problems or controversies in the implementation of the EV Bonus Plan and report to the Board of Directors;
- Consider and approve the annual remuneration of directors and submit its recommendation to the Board of Directors and for the Shareholders’ Meeting for approval;
- Should there be a proposal to sell new shares (or Company Warrants) to members of the Board, Management or employees of the Company, the Compensation Committee should review the guidelines for such a scheme to ensure that they are suitable and sufficiently attractive to serve as an incentive for management and employees to do their best to create added value for the Company’s shareholders over the long-term, and to ensure that the scheme is of sufficient interest to entice top performers to remain with the Company, while at the same time, the scheme must be fair for shareholders. Additionally, a member of the management team or a Company employee should be awarded more than 5% of the total number of shares or warrants to be made available, the Compensation Committee must judge as to whether such an award is justified and must agree with the decision. In any case, no member of the Compensation Committee may vote on the issue if such member stands to gain more than 5% of the allotted warrants or shares.
- Prescribe criteria and policy for determining the remuneration of the Board for the Board of Directors’ or the Shareholders’ consideration, as the case may be;
- The Committee is responsible to the Board of Directors and has a duty to provide reasons/answers relating to the remuneration of directors at the Shareholders’ Meeting;
- Consider and approve the evaluation of performance for determining the annual EV Bonus of the Company’s CEO and submit its recommendation to the Board of Directors for approval;
- Engage consultants or independent persons to give opinions or advice as necessary and in accordance with the Company’s regulations;
- Review and assess the adequacy of the Charter of the Compensation Committee and recommend to the Board of Directors if any change or amendment is needed;
- Report the performance of important tasks to the Board of Directors on a regular basis and important issues for the Board of Directors’ knowledge;
- Report on the work performed over the past year in accordance with this policy to the Company’s shareholders in the Company’s annual report, or answer questions from shareholders at the annual general shareholders meeting
- Require the management, executives or concerned persons to give opinions, information or to participate in meetings;
- Carry out any other duties assigned by the Board of Directors.