Page 201 - 56-1 One Report 2022 EN
P. 201

Part 2 Corporate Governance


               committees  directly  report to  the  Board,  i.e.  Audit  and  Risk  Committee  and  Nomination  and  Compensation
               Committee. The performance in 2022 and key duties of the Audit and Risk Committee are as summarized in the
               above-mentioned  item  8.2.2.  As  for  the  performance  and  key  duties  of  the  Nomination  and  Compensation
               Committee, they are summarized below:

                 List of Sub-Committee and Members
                      As of December 31, 2022                Summary of key duties and responsibilities

                 The  Nomination  and  Compensation  The Nomination and Compensation Committee assisted the Board in
                 Committee                        the determination of the nomination and compensation procedures of
                 ACM. Maanat Wongwat (Chairman)   directors and executives, considered the performance results for Chief
                 Mr. Somprasong Boonyachai        Executives Officers and high-level Executives, as well as reviewed the

                 Mr. Boonchai Thirati             Board’s  composition  and  Board’s  assessment,  and  considered
                                                  succession planning. In addition, the Committee helped to consider

                                                  and ensure that the compensation criteria and policy for directors and

                                                  executives are commensurate with their roles and responsibilities in
                                                  order to motivate and retain the high-quality leaders in the Company.

                                                  The Committee also provided an orientation program for a new director.

                                                  With  regard  to  the  information  on  the  number  of  meetings  of  the

                                                  Nomination and Compensation Committee, it can be considered in the
                                                  above-mentioned item 8.1.2: The Board of Directors’ Attendance and

                                                  Remuneration. More detail on its performance during 2022 can be
                                                  found in attachment no. 5.

               Summary of the Committees of Management’s performance

               Apart from the establishment of sub-committees, the Board also appointed Committees of Management that is
               responsible for consideration of other matters in relation to business operation and management, risk management,
               operating results, and sustainability of the Company. In case there are any specific matters that must be informed
               or approved by the Board, the Committees of Management will report and propose such matters to the Board
               accordingly. In 2022, the Committees of Management comprise (1) Management Committee, which reports directly
               to the Board, (2) Risk Management Committee, which reports directly to the Audit and Risk Committee, and (3)
               Sustainable Development Committee, which reports directly to the Management Committee. The list of members of
               each Committee of Management, along with its key duties and responsibilities, as well as its performance in 2022,
               are as summarized below:








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