Page 208 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
Attachments 6
Report of the Nomination and Remuneration
Committee
The Nomination and Remuneration Committee consists of 3 independent directors and 1 director
who are Mrs. Wilaiwan Srisamrual as Chairman, Assoc. Prof. Dr. Sauwanee Thairungroj as Chairman,
Assoc. Prof. Dr. Paiboon Sareewiwatthana, and Dr. Theerathon Tharachai. In 2025, the Nomination and
Remuneration Committee has arranged 2 meetings and directors attended all 2 meetings. A summary of
the operational work is as follows:
1. Considered the 2025 remuneration and the 2024 bonus for non-executive directors in order
to propose them to the Board of Directors and the Shareholders' Meeting for approval. Consideration of
remuneration was based on the overall assessment of directors’ performance, responsibilities and its
appropriateness, and the 2024 performance including comparing it to the remuneration of other companies
in the same or similar industry.
2. Considered the 2026 remuneration and the 2025 bonus for non-executive directors in order
to propose them to the Board of Directors and the 2026 Shareholders' Meeting for approval. Consideration
of remuneration was based on the overall assessment of directors’ performance, responsibilities and its
appropriateness, and the 2025 performance including comparing it to the remuneration of other companies
in the same or similar industry.
3. Considered recruiting directors who have appropriate qualifications which are in accordance
with the components and the structure of directors based on the Company's business strategy to replace
retired directors. There was proposed to appoint Mrs. Wilaiwan Srisamrual, Independent Director, Dr.
Theerathon Tharachai, Independent Director, and Mr. Thepthai Sila, Director, who retire by rotation to be
the directors of the Company for another term.
4. Considered the increase in 2026 salary budget and 2025 annual bonus payment for the Executive
and Sustainable Development Committee, Chief Executive Officer, Managing Director, and employees.
5. Evaluated the 2025 performance of the Executive and Sustainable Development Committee,
Chief Executive Officer, and Managing Director.
6. Reviewed the charter of the Nomination and Remuneration Committee for the year in the
Meeting No. 2/2025 on 12 December 2025 in order to ensure that the Nomination and Remuneration
Committee performed their assigned duties and responsibilities completely in accordance with the principles
of good corporate governance code for listed companies.
The Nomination and Remuneration Committee carefully performed its duties with honesty in
accordance with the duties and responsibilities set out in the Charter of the Nomination and Remuneration
Committee and adhered to the principles of good corporate governance code. The board operated its
business with transparency for the benefit of all stakeholders
-Wilaiwan Srisamrual-
(Mrs. Wilaiwan Srisamrual)
Chairman of the Nomination and Remuneration Committee
208
Annual Registration Statement / Annual Report 2025
(Form 56-1 One Report)