Page 96 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
3. Nomination and Remuneration Committee consists of 4 persons as follows:
1) Mrs. Wilaiwan Srisamrual Chairman
2) Assoc. Prof. Dr. Sauwanee Thairungroj Vice Chairman
3) Assoc. Prof. Dr. Paiboon Sareewiwatthana Member
4) Dr. Theerathon Tharachai Member
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,
management team, and employees 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. Review the scope of authority, duties and responsibilities of the Nomination and Remuneration
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
held 2 times per year.
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Annual Registration Statement / Annual Report 2025
(Form 56-1 One Report)