Page 85 - One report AUCT2024_Eng

Part 2
Corporate Governance
3. NominationandRemunerationCommitteeconsistsof4personsasfollows:
1) Mrs. Wilaiwan Srisamrual
2) Assoc. Prof. Dr. Sauwanee Thairungroj
3) Assoc. Prof. Dr. Paiboon Sareewiwatthana
4) Dr. Theerathon Tharachai
Note: Directors in item 1, 2 and 4 are independent director.
Scope of duties and responsibilities of the Nomination and Remuneration Committee
1. Set the criteria and procedures to nominate the Directors, Chief Executive Officer and Managing Director to propose to the Board of Directors with transparency.
2. Specify the qualification of the directors in order to meet the requirement of related regulations and law and also specify the procedures to propose the qualified candidates with full support tom the Board of Directors.
3. Nominate the qualified candidates for the new directors, subcommittees, Chief Executive Officer and Managing Director propose to the Board of Directors meeting.
4. Propose how to evaluate performance of directors and committees, follow up, finalize and report the final result to the Board of Directors in order to improve their performance efficiency.
5. Review, consider and propose to the Board of Directors the structure, roles, responsibilities, and working instruction of the Board of Directors and subcommittees to keep them updated.
6. Establish succession plan of Chief Executive Officer, Managing Director and top executive directors of the Company and propose to the Board of Directors for consideration.
7. Set the criteria and procedures regarding the remuneration of each committee, Chief Executive Officer, and Managing Director which is fair and based on the Company’s performance for proposing to the Board of Directors.
8. Evaluate the yearly performance of the Executive and Sustainable Development Committee, Chief Executive Officer and Managing Director to identify the remuneration before proposing for the Board of Directors approval.
9. Review the budget of salary increase, change in salary and remuneration of the directors and management team to propose for the Board of Directors’ approval.
10. Review, study and catch up with the changing trend of remuneration of the directors and management team by comparing with other businesses in the same industry or nearly.
11. Reviewthescopeofauthority,dutiesandresponsibilitiesoftheNominationandRemuneration Committee to propose for approval from the Board of Directors every year.
12. Perform any other tasks assigned by the Board of Directors.
The Board of Directors defines the Nomination and Remuneration Committee meeting to be 2 times per year.
Chairman Vice Chairman Member Member
บริษัท สหการประมูล จากัด (มหาชน)
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