Corporate Governance Policy

Nomination of the Directors

Term of Directorship

The term for all Directors is 3 years. There is a restriction to the number of terms of Independent Directors of not more than 3 consecutive terms and not more than 9 years in total. The Board of Directors may consider the extension of the term for Independent Directors as deem appropriate. In the year that the Independent Director will retire, the Board could propose the retiring Director to the Annual General Meeting of Shareholders, for reelection to be an Independent Director for another term. In accordance with the Public Company Limited Act and the Company’s articles of association, one-third of the Company’s Directors are required to end their term at each AGM. If the number of Directors cannot be divided evenly into three parts, the number of Directors to end their Directorship must be closest to a ratio of 1/3 as much as possible. The order of retirement is based on the length of time a Director has served in his/her current term, so that Directors who have served the longest on the Board are the most eligible to retire. Nevertheless, a retiring Director is eligible for reelection. The policy of the Board of Directors is that the term of Directorship of the Audit Committee is in line with the term of Directorship of the Company’s Directors.

Criteria to Nominate Directors

The Board institutes a policy, criteria and procedures for nominating Directors by which it assigns the Nomination and Remuneration Committee to search for and select persons it deems qualified to act as a Director. The Committee proposes the appropriate selection criteria to the Board according to the present circumstances of the Company. The Committee allows various channels, such as major shareholders, minor shareholders and current Directors, to nominate potential candidates. It also considers the Director Pool of the Thai Institute of Directors (IOD) as well as other channels as it deems appropriate.

The Nomination and Remuneration Committee is responsible for selecting and screening candidates to hold the position of Director, with qualifications of candidates prescribed in the Company’s regulations and in compliance to the business strategies, as well as the defined Board skill matrix which determines the required qualifications and other related criteria. The name of a candidate is proposing to the Board of Directors for consideration and approval before being submitted to the Shareholders’ Meeting for a vote in accordance with the following criteria and procedures:

  • Each Shareholder shall have one vote per one share.
  • Each Shareholder may exercise all votes as stated in item 1 for voting for one or several persons to be a Director or Directors.
  • Persons who receive the highest vote sequencing from higher to lower are elected to be a Director of the Company per the number required that year. In the case where the a vote is even for the last required Director making the number of Directors more than that required, the Chairman of the Meeting will cast the deciding vote.
  • When there is a vacancy for a Director due to other conditions rather than by rotation, the Board of Directors appoints a qualified person who meets the criteria as required by the Company’s articles of association to fill the position and attend the next Board of Director’s Meeting. The appointed Director will remain in office for the remaining term of the replaced Director.
  • The Company has implemented a policy to limit the number of listed companies in which a Director can hold the position of Director to not exceeding five listed companies.

Nomination of Management

Nomination of the CEO

The Executive Board primarily considers the selection of qualified persons who are deemed highly knowledgeable and capable and who possess a high degree of experience and understanding of the business. The Executive Board then proposes the candidate to the Nomination and Remuneration Committee to be put forward to the Board for approval.

Nomination of Executive management

The Board of Directors authorizes the Chief Executive Officer to select and appoint candidates with the qualifications, knowledge, skills and experience suitable for each executive position. The recruitment will be processed under the Company’s human resources procedure.

Remuneration of Directors and Executive Management

Remuneration of Directors

The Nomination and Remuneration Committee has considered the principle and the form of the remuneration of directors and executive management, taking into account the fairness which reflects the extent of their duties and responsibilities and the suitability against the achievements, the Company’s operating performance and other related factors, including a comparison to the remuneration of other similar companies in the same industry. The company also made a reference to the survey of remuneration of directors which was jointly undertaken by the Stock Exchange of Thailand and the Thai Institute of Directors Association (IOD).

1) The policy and criteria of the remuneration for the Company Directors

The director remuneration policy and criteria is established by the Board of Directors. Currently, the form of remuneration of the directors comprises of 2 types; the meeting allowance and yearly bonus, which considers the tasks, responsibilities and performance of directors, including a comparison to the remuneration of other similar companies in the same industry. The remuneration criteria is application to all directors, including the executive directors.

The Nomination and Remuneration Committee has reviewed and proposed the remuneration of directors to the Board of Directors for consideration and concurrence in submitting it to the Annual General Meeting each year. The 2017 and 2018 remuneration of directors was approved by AGM No. 34/2017 on April 27, 2017 and AGM No. 35/2018 on April 26, 2018 respectively.

Remuneration of Board of Directors

No. Name Position Remuneration (Baht) Meeting allowance (Baht)
2018 2017 2018 2017
1 Mr. Bancha Ongkosit Chairman
1,600,000
1,600,000
420,000
420,000
2 Lt.. Gen. Dr. Suprija Mokkhavesa Director
800,000
800,000
360,000
360,000
3 Mr. Paitoon Taveebhol Director
800,000
800,000
360,000
360,000
4 Dr. Panja Senadisai Vice Chairman
800,000
800,000
360,000
360,000
5 Dr. Chantima Ongkosit Director
800,000
800,000
360,000
360,000
6 Mrs. Voraluksana Ongkosit Director
800,000
800,000
360,000
360,000
7 Mrs. Siriphan Suntanaphan Director
800,000
800,000
360,000
360,000
8 Mr. Pitharn Ongkosit Vice Chairman
800,000
800,000
360,000
360,000
9 Mr. Kanchit Bunajinda Director
800,000
800,000
360,000
360,000
Total
8,000,000
8,000,000
3,300,000
3,300,000

Remuneration of Audit Committee

No. Name Position Remuneration (Baht) Meeting allowance (Baht)
2018 2017 2018 2017
1 Mr. Paitoon Taveebhol Chairman
460,000
460,000
175,000
175,000
2 Lt.. Gen. Dr. Suprija Mokkhavesa Member
380,000
380,000
150,000
150,000
3 Mr. Kanchit Bunajinda Member
380,000
380,000
150,000
150,000
Total
1,220,000
1,220,000
475,000
475,000

2) The policy and criteria of the remuneration for the Executive management

The Board determines the policy and criteria of the remuneration for the Executive management, which is proposed by the Nomination & Remuneration Committee to consider and approve. Such remuneration is appropriately determined and based on the remuneration structure of the Company, taken into account of a reference to the survey of remuneration by a recognized institute, inflation rates, the Company’s operating results, as well as the individual's performance, and in line with the assigned duties and responsibilities. The Company contributes remuneration in form of salary, annual bonus and contribution to provident fund.

Remuneration of Executive Management

Type of remuneration 2018 2017
Number Amount (Baht) Number Amount (Baht)
Salary
9
27,859,550
8
23,900,100
Bonus/ Contribution to Provident fund
9
8,370,160
8
6,388,248

Other remunerations of Directors and Management

On April 29, 2014, the meeting of Shareholders approved the issuance and offering of the warrants to purchase ordinary shares of the Company (ESOP-W5), in the amount of not exceeding 10,000,000 units, to directors, managements and employees of the Company and/or its subsidiaries. In the current year, there is no outstanding warrant.