Page 102 - PSTC - One Report 2023 (EN)

Annual Report 2023 (Form 56-1 ONE REPORT)
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5. Prepare for an assessment of fraud and corruption risks at least once a year by experienced employees who have knowledge, ability, and qualifications.
6. Support and develop risk management continuously throughout the organization, in line with international standards.
7. Report on the results of risk management in various aspects, as well as the recommendations for improvement consistent with the policies and strategies which are regularly assigned to the Board of Directors.
8. The Risk Management Committee can hire external consultants or persons with independent opinions to give opinions or advice as needed.
9. Perform other duties as assigned by the Board of Directors.
The Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for determining the criteria of the recruitment process, including the selection of individuals to be nominated for positions as directors, sub-committees, the CEO, CFO, senior executives (C-Level) of the Company and equivalents with transparency. This also covers the remuneration for directors, sub-committees, the CEO, CFO, senior executives (C-Level) of the Company and equivalent with fairness, reasonability, and in accordance with the good corporate governance policy to build confidence and credibility among stakeholders.
Duties and responsibilities
1. Recruitment
1.1 ConsiderthecompositionandqualificationsoftheBoardofDirectorsandindividualsasappropriate
to the size, type, and complexity of the Company’s business in terms of education, knowledge, expertise, skills, experience, and specific abilities related to the Company’s business and independence according to the criteria specified by the Company.
1.2 Considerandreviewthequalificationsofthehighestexecutivesasappropriateformanagingthe Company’s business to achieve the specified vision on education, experience, knowledge, and expertise related to the Company’s business.
1.3 Establishtheprocessandcriteriafortheselectionofpersonnelconsistentwiththestructureand qualifications as specified in No. 1.1 and Section 1.2 in compliance with the principles of good corporate governance.
1.4 SupervisetheCompany’sorientationandprovideusefuldocumentstonewlyappointeddirectorsto assist them in performing their duties.
1.5 Prepare and review the succession plan of the Company’s top executives in a bid to prepare for continual plans among successors to successively proceed with in the Company’s management.
1.6 SupportfortheCompanytoprovideopportunitiesforminorshareholderstonominateindividualsas the Company directors.
1.7 SelecttheCompany’sdirectorswhohaveappropriatequalificationsasdirectorsinsub-committees and present to the Board of Directors’ meeting for appointments when positions are vacant.
1.8 ConsidergivingopinionstotheBoardofDirectorsregardingtheappointmentofadviserstotheBoard of Directors.