Page 135 - Anual report STi 2022_eng

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of 4 directors as follow:

No. Name-Surname Position Type of Director
1 Mr. Jumpol Sumpaopol Chairman of the Nomination and Independent Director

Remuneration Committee

2 Assoc. Prof. Dr. Sarayut Member of the Nomination and Independent Director
Nathaphan Remuneration Committee

3 Mr. Somkiat Silawatanawong Member of the Nomination and Executive Director

Remuneration Committee

4 Mr. Worawat Srisa-an Member of the Nomination and Non-Executive Director
Remuneration Committee

Mr. Kittisak Suphakawat is the Nomination and Remuneration Committee’s secretary.

Scope of Authorities, Duties, and Responsibilities of the (5) Consider and select qualified directors to serve
Nomination and Remuneration Committee as directors of sub-committees to propose to

The Nomination and Remuneration Committee has the the Board of Directors for consideration and

responsibility to consider and screen these following matters appointment as appropriate or when there is a
before proposing to the Board of Directors for consideration vacancy.
and approval. Remuneration consideration

Nomination (1) Consider and determine the annual remuneration
(1) Select a person who deserves to be nominated structure for the Company Group, and determine
as a new director, and recruit the Chief Executive the regulations and guidelines for determining
Officer by setting the regulations or methods of remuneration and other benefits for the Board

recruitment and selection with criteria and of Directors by setting fair and reasonable
transparency to propose to the Board of Directors' procedures for determining remuneration in order
meeting and/or the shareholders' meeting for approval. to propose to the Board of Directors’ meeting and/
(2) Consider and determine the qualifications of the or the shareholders’ meeting for consideration and
person holding the position of director, taking into approval.
account the diversity of knowledge, expertise, (2) Consider special remuneration for directors as
skills, and experience that are beneficial to the appropriate to their duties and responsibilities by
business operations of the Company. linking remuneration to assessment results,
(3) Consider and review the succession plan for business plans, and overall performance of the
Company within the amount approved by the
the positions of Chief Executive Officer and shareholders' meeting. Then, present to the Board

executives and top executives along with a list of Directors for consideration and approval before
of suitable candidates to be considered for proposing to the general meeting of shareholders
succession on a regular basis. for approval.
(4) Encourage the Company to give minority (3) Evaluate overall performance of the Chief

shareholders the opportunity to nominate a list of Operating Officer as a guideline to determine the
persons to be nominated as directors of the remuneration for the Chief Operating Officer. Then,
Company. propose to the Board of Directors for approval.

Stonehenge Inter Public Company Limited 133