Page 117 - Anual report STi 2022_eng

Board of Directors votes. There must be no less than 2/3 of the Nomination and Remuneration Committee and proposed
of the total number of directors who are eligible to vote for approval from the annual general meeting of shareholders

in that agenda. every year. It is considered based on the criteria of transparency
3.6 On the agenda of the meeting to consider and accountability which is comparable to companies in the
important matters, the Board of Directors has the right same business group which have similar business sizes.
to access necessary information from the management It must have an appropriate level sufficient to motivate or

division, the company secretary, or other assigned retain qualified directors as required. The compensation is
executives. In addition, the Board of Directors may divided into fixed remuneration (monthly), meeting allowance/
request additional opinions from consultants or external time, and special remuneration based on the performance of
professionals as necessary and appropriate. It is considered each year.
as expenses of the Company. Remuneration for the Chief Executive Officer
3.7 The Board of Directors encourages top The Nomination and Remuneration Committee will

executives or related management to attend the board consider the remuneration and bonus for the Chief Executive
meetings as necessary and appropriate to present Officer to propose to the Board of Directors' meeting to
important information that is relevant or beneficial to approve both short-term and long-term remuneration as follows:
various meeting agendas. Also, it allows top executives - Short-term remuneration is salary, bonus,
or related management to directly acknowledge the welfare benefits, and other returns that are at an appropriate
policy and implement it effectively in the future. level by considering the business performance of the

3.8 It requires non-executive directors to hold Company each year as well as leadership evaluation, the
meetings among themselves as necessary at least once ability to clearly link the vision, mission, goals, and strategies
a year to discuss various problems about the management of the organization to the results of operations, ability to
that is in the spotlight without the management division develop improve efficiency, and corrective actions for the
involved. The Chairman of the Board shall notify the Chief operation promptly and in time with the business situation,
Executive Officer of the results of the meeting as well. communication, and building relationships with personnel in

3.9 The Company will hold a meeting of the the organization and outsiders.
Executive Committee at least once a month for flexibility - Long-term remuneration includes contributions

in business operations and to ensure continuity in to the provident fund and retirement compensation.
monitoring changes in various aspects of the Company. The Nomination and Remuneration Committee is
The Executive Committee must bring the matter that has responsible for evaluating the performance of the Chief

been considered to inform the next meeting of the Board Executive Officer. The Board of Directors will consider
of Directors. This is to allow the Board of Directors to approving the said evaluation in order to determine the
acknowledge and be able to monitor and supervise the salary increase rate of the Chief Executive Officer. This must
performance of the management division to always be be approved by the Board of Directors. It is also a competitive
up-to-date. rate with the same business group which have similar business

(4) Remuneration of Directors and Executives sizes to motivate or retain quality executives.
Directors’ Remuneration Details of remuneration for directors and executives of

The Company determines remuneration for directors the Company for the year 2022 appear in section 8.1.2
in accordance with their knowledge, skills, experience, duties, Meeting Attendance and Remuneration for the Board of
responsibilities, and benefits expected from each director. Directors Individually
The Board of Directors has established a clear policy and
criteria for remuneration for directors according to the opinion

Stonehenge Inter Public Company Limited 115