Page 162 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

9. To carry out the annual evaluation of Chief Executive Officer (CEO) annually with further inform to the
Board.

Compensation
1. To determine an appropriate remuneration that aligned with the industry on both monetary and non-
monetary in order to be an incentive for members of the Board of Directors, sub-committees and high level
executives to remain with the Company and submit its recommendation to the Board of Directors.
2. To determine the criteria and remuneration policy of the Directors and propose to the Board of Directors
and/or the Shareholders’ Meeting for consideration and approval.

3. To consider the annual remuneration of directors and propose to the Board of Directors and/or the
Shareholders’ Meeting for consideration and approval.
4. To consider the Economic Value Bonus Plan (EV 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, as well as to 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.

5. In the event there is a proposal to issue new shares (or stock options), to be made part of the Directors’
and Employees’ remuneration packages, the Compensation Committee should consider and propose
guidelines that will be attractive to the Directors and Employees to work in the long-term interest of the
Company’s shareholders, and to ensure that valuable employees will remain with the Company, while at
the same time being just for the Company’s shareholders. Furthermore, if a member of the Board or an
employee is to be awarded more than 5 % of the total stock options to be issued, the Compensation
Committee should review the appropriateness of such decision and recommend its approval or
disapproval of such a decision. Under no circumstances should one of the committee’s members have a
say or vote on the issuance of stock options if that particular committee member stands to receive more
than 5% of the total stock options to be issued.

6. To consider the evaluation of performance for determining the annual Bonus, EV Bonus, and salary
increase of the CEO and submit its recommendation to the Board of Directors for approval.

7. To monitor and ensure that the human resource management provides a provident fund, and supports the
employee to have a better understanding of financial management.
8. To carry out any other duties assigned by the Board of Directors.

The details of the performance of the Nomination and Compensation Committee for 2022 can be found in
attachment no. 5: Annual Sub-Committees Report

In addition, The Company has established the committees of the Management reporting to the Board and Sub-
Committees as follows;

Part 2 page 38