Page 161 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

Committee Members Position
1. ACM. Maanat Wongwat Chairman of the Nomination and Compensation Committee

2. Mr. Somprasong Boonyachai Member of the Nomination and Compensation Committee
3. Mr. Boonchai Thirati Member of the Nomination and Compensation Committee

The Nomination and Compensation Committee shall meet at least twice a year. At a meeting of the Nomination and
Compensation Committee, more than half of the Committee members shall be present to form a quorum. In 2022, the
Committee held four (4) meetings and reported to the Board.

Roles, Duties, and Responsibilities of the Nomination and Compensation Committee
The Nomination and Compensation Committee performs its duties in accordance with the Nomination and
Compensation Committee Charter which is regularly reviewed by the Board of Directors. The Charter is presented
below:

Nomination
1. To establish criteria and the policy in selection and nomination of the Directors in the Board of Directors
and its sub-committees, and propose to the Board of Directors and/or Shareholders’ meeting for
consideration and appointment.

2. To search and assess qualifications of candidate Directors and identify qualified individuals including
their experiences, qualifications and specific expertise that are in line with the Board Skill Matrix, and
diversity in sex and age, as well as should be able to dedicate their time to fully performing their role on
the Board of Directors, and have appropriate qualifications, and not possess any disqualifying
characteristics as specified by laws, in which the Nomination Committee may use professional or recruiter
service from Professional Search Firm and/or from the IOD Chartered Directors.

3. To nominate qualified executives or employees of the Company to be directors in subsidiaries and joint
venture companies for the Board’s consideration.
4. To consider the qualified candidate to be Chief Executive Officer (CEO) in regarding vacancy position for
the Board of Directors’ consideration as well as to consider and determine the criteria on succession
planning of high level executives (UC Level) that report directly to CEO, and further propose for the
Board’s consideration at least once a year.
5. The Committee shall work with the CEO to develop the right criteria for the selection and promotion or
hiring of senior executives.

6. To engage a consultant or independent person to give opinion or advice as necessary and in accordance
with the Company’s regulations.
7. To arrange an orientation for New Director and encourage all directors to attend a seminar to develop
their skills to increase the capability of their duties efficiently.
8. To carry out the annual evaluation of the performance of the Board of Director, Sub-Committees (including
its own performance) and of each member of the Board of Directors, then review the result of the
evaluation of each and report to the Board of Directors for acknowledgment.

Part 2 page 37