Page 198 - BAM ONE REPORT 2564 (ENGLISH VERSION)

196 Part 2
Corporate Governance

Report of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee was appointed by the resolution of the Board of Directors to support
the operation of the Board of Directors, and has the power, duties and responsibilities as specified in the Nomination and
Remuneration Committee Charter. The Committee consists of four directors of the Company, two of whom are independent
directors, and one third-party member, totaling five persons, with Mr. Vasant Thienhom as the Committee Chairman, and
Miss Wilai Tantinantana, Mrs. Maneerat Srisaovajati, Mr. Satorn Topothai, and Mr. Sumate Maneewattana as the Committee Members.
Remark: Miss Wilai Tantinantana served as the Committee Member from 4 January 2019 to 30 November 2021.

In 2021, the Nomination and Remuneration Committee held a total of 12 meetings to perform duties under the
Nomination and Remuneration Committee Charter and also to scrutinize and provide opinions on various important
issues before proposing to the Board of Directors. The significant operations are as follows:
1. Reviewed and determined the policy and criteria for nomination of the Company’s directors and top executives
as a basis and guideline for recruiting qualified personnel in accordance with the vision and the strategic objectives of
the Company.
2. Considered the criteria for recruitment and screening of qualified persons to be proposed to the Board of
Directors for consideration and appointment as directors to replace the vacating directors before the end of their term of
office, and proposed to the Board of Directors for approval before submitting to the annual general meeting of shareholders
for consideration and approval of the appointment of directors to replace the directors due to retire by rotation.
3. Considered and reviewed the position taking of the subcommittees as well as the term of office of outsiders to
be compatible with the roles and duties of each subcommittee, and proposed to the Board of Directors for approval.
4. Considered and reviewed the Nomination and Remuneration Committee Charter before presenting to the Board
of Directors for approval.
5. Considered and reviewed the board skill matrix to be suitable and consistent with the principles of good
corporate governance before presenting to the Board of Directors for approval.
6. Selected and nominated candidates for appointment and rotation as top executives to ensure preparedness
and efficient management before presenting to the Board of Directors for approval.
7. Considered, reviewed and screened the succession plan to be presented to the Board of Directors for approval.
8. Considered and determined the remuneration as well as reviewed the remuneration and welfare structure of
the directors and subcommittee members based on the overall economic condition before presenting to the Board of
Directors for approval and then to the annual general meeting of shareholders for approval.
9. Considered and determined the structure of remuneration, other rights and benefits, the conditions of
employment contract, and scope of duties and responsibilities, as well as the employment contract of Chief Executive
Officer and President, before presenting to the Board of Directors for approval.
10. Considered and formulated the guidelines and evaluated performance of Chief Executive Officer, President,
and Senior Executive Vice Presidents to be in accordance with the indicators approved by the Board of Directors and the
principles of good corporate governance, which could be traced back and reflected the performance clearly.
11. Considered and reviewed the determination of scope of duties and qualifications of members of the
Technology Committee, and selected the qualified persons to be proposed to the Board of Directors for appointment
as members of the Technology Committee.

(Mr. Vasant Thienhom)
Chairman of the Nomination and Remuneration Committee