Page 61 - ACC One Report 2567-En

Element of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee (“NRC”) is appointed by the company’s Board of Directors, and consists of at least 3 Directors and Executives. At least one director must be an independent Director.
Objectives
The Nomination and Remuneration Committee (NRC) was initially established following the resolution of the 11/2015 Board of Directors’ Meeting on 29 September 2015. It aims at promoting good corporate governance in which it is responsible for appointing regulations and policies for the nomination and remuneration of the company’s Directors and Sub-Committee as well as the recruitment, the selection, and the proposal of appropriate candidates to be appointed as the company’s Directors, and the remuneration for the company’s Directors. It is to perform other duties as tasked and to present the matters to the company’s Board of Directors and/or the Annual General Meeting of Shareholders depending on case.
Tenure
1) Each NRC tenure lasts 2 years.
2) NRC may be re-elected as deemed appropriate by the company’s Board of Directors.
3) Apart from the termination of tenure in Item 1, NRC shall be vacated due to the following conditions
• Resignation
• Dismissal by the resolution of the Board of Directors
4) NRC has the authority in establishing additional members of NRC to facilitate the conduct of its objectives
or to replace NRC member whose tenure is terminated due to the condition in Item 1 or 3. Individuals who are designated as the substitute of NRC due to the condition in Item 3 will obtain the office term of the NRC member who is replaced.
Scope of duties and responsibilities
NRC performs duties tasked by the company’s Board of Directors. Its scope of duties and responsibilities is as follows: 1) TodetermineregulationsandpoliciesintherecruitmentoftheDirectorsandtheSub-Committeebasedon the suitability of number, structure, and element of the Board of Directors. The duty also includes setting the requirements for the Directors, which is to be proposed to the company’s Board of Directors and/or to
the Shareholders’ Meeting for approval depending on the case.
2) Toconsidertherecruitment,theselection,andthenominationofsuitableindividualsasDirectorstoreplace
the Directors whose term ends and/or when the posting is available and/or in the case of additional position.
3) To perform other tasks related to nomination as delegated by the company’s Board of Directors.
4) Toevaluatetheperformanceofthecompany’stopmanagement,whichwillbeproposedtotheBoardof
Directors’ meeting for further approval.
5) Tocomposeregulationsandpoliciesfortheremunerationofthecompany’sBoardofDirectorsandtheSub-
Committee to be proposed to the Board of Directors and/or to the Shareholders’ Meeting depending on the case.
6) To establish necessary and suitable financial and non-financial remuneration for each member of the company’s Board of Directors. The remuneration shall be considered based on suitability with the tasks, responsibilities, achievements, and compared with the rate implemented in companies performing similar businesses as well as benefits expected to earn from the Directors. This will be proposed to the Board of
Directors’ consideration and to be proposed to the Shareholders’ Meeting for approval.
7) To be responsible for the company’s Board of Directors, and to provide advice and answers regarding the
Directors’ remuneration during the Shareholders’ Meeting.
8) To report policies, principles/reasons for the remuneration of Directors and Executives in line with the
regulations of the Stock Exchange of Thailand. It shall be disclosed in the Company’s Annual Information Disclosure Form in the company’s Annual Report.
Annual Report 2024 (Form 56-1 One Report) Advanced Connection Corporation Public Company Limited
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