Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee serves a term of three years. A director who retires by rotation may be re-elected. The Committee reports directly to the Board of Directors. Its authorities and responsibilities as assigned by the Board of Directors cover the entire tasks concerning the management of human resources and remuneration of the Board of Directors, committees, and top executives (including the Chief Executive Officer, Senior Executive Vice President and Executive Vice President).

Duties and Responsibilities of Human Resources and Remuneration Committee

1. To formulate the Company’s vision and strategies on human resources management of the Company as well as their Management Development Plan.
2. To review and ensure that size and components of the Board of Directors of the Company are appropriate to cope with changing environment.
3. To establish the clear, transparent and appropriate policy, criteria and procedure in nominating, selecting, removing or terminating directors and top management of the Company to ensure that management team of the Group have appropriate qualification, knowledge, competency and experiences for the success and effectiveness of the group company’s business operation.
4. To select and nominate persons with required qualifications to be the director and top management of the Group. Also, specialists are invited to participate in the selection process if necessary at the Company’s expenses.
5. To prepare succession plan for critical positions and conduct a regular review, by appraising the importance of the position, as well as recruiting and developing potential persons to ensure that the successor has knowledge, experience and other required qualifications that will help drive the effectiveness, efficiency and growth of the business group.
6. To establish a policy and strategies on compensation which include salary, meeting allowance, daily allowance, bonus and other benefits to directors and top management in the Company’s Group before proposing to the Board of Directors for approval. Consideration and approval will be based on clear and transparent criteria in order to induce, retain and motivate high qualified and high potential human resources.
7. To formulates effective guidelines, criteria, procedures and process for assessing the performance of the Board of Directors and top management of the Company by comparing to annual goals to be in line with the Company’s business plan as stated in order to review the management’s annual remunerations. The Committee shall take duties, responsibilities, related risks and increases in shareholders’ equity over the long term into consideration.
8. To disclose the policy related to remuneration as well as amount of remunerations for the Board of Directors and top management in the Company’s annual report.