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Role and Responsibilities of the Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee consists of directors who are appointed by the Board of Directors. Their names are listed below. Mr. Nawapol Disathien,Executive Vice President-Corporate Administration acts as the Committee’s secretary.

Starting Date of Directorship

11 July 2020

Education

  • Barrister-at-Law, Class 33, Institute of Legal Education of the Thai Bar
  • Bachelor of Law, Ramkamheang University

Trainings in Courses Arranged by Thai Institute of Directors Association

  • Role of the Chairman Program (RCP 47/2021)
  • Ethical Leadership Program (ELP 23/2021)
  • Director Accreditation Program (DAP 66/2007)

Other Important Trainings/Seminars

  • Corporate Governance for Directors and Senior Executives of Regulators, State Enterprises and Public Organizations, Class 21, King Prajadhipok’s Institute

Work Experiences in the Previous 5 Years (2017-2021) and/or Important Positions

  • 2019 - 2021         Director, Executive Director, Chairman of the Nomination and Remuneration Committee, Small and Medium Enterprise Development Bank of Thailand (SME)
  • 2018 - 2019         Independent Director and Member of Audit Committee, Premier Enterprise Public Company Limited
  • 2017 - 2019         Subcommittee on Legal Affairs, Industrial Estate Authority of Thailand
  • 2016 - 2019         Advisory of Law, Small and Medium Enterprise Development Bank of Thailand (SME)

Current Positions in Other Listed Companies

  • 2021 - Present   Chairman, Pacific Pipe Public Company Limited
  • 2007 - Present   Independent Director and Chairman of Remuneration Nomination and Corporate Committee, Pacific Pipe Public Company Limited

Current Positions in Non-listed Organizations

  • 2021 - Present   Advisory of NPLs, Small and Medium Enterprise Development Bank of Thailand (SME)
  • 2019 - Present   Subcommittee on Legal Affairs,Thai Industrial Standards Institute (TISI)
  • 2018 - Present   Professional in Industrial Product Standard Council, Thai Industrial Standards Institute (TISI)
  • 2001 - Present   Managing Director, Pikanate Lawyer Company Limited

Starting Date of Directorship

18 February 2019

Education

  • Master of Arts, Urban Studies, Long Island University, United States of America
  • Bachelor of Arts (Political Science), Kasetsart University

Trainings in Courses Arranged by Thai Institute of Directors Association

  • Risk Management Program for Corporate Leaders (RCL 26/2022)
  • Board Nomination and Compensation Program (BNCP 13/2022)
  • Director Certification Program (DCP 248/2017)

Other Important Trainings/Seminars

  • The National Defence Course, Class 61 (2018), The National Defence College of Thailand
  • The Executive Program in Energy Literacy for a Sustainable Future, Class 7 (2015), Thailand Energy Academy
  • Corporate Governance for Directors and Senior Executives of Regulators, State Enterprises and Public Organizations, Class 10 (2012), King Prajadhipok’s Institute
  • E-Government Executive Program (e-GEP), Class 2 (2010), Digital Government Development Agency (Public Organization)
  • Executive Program for Inspector General (2010), Office of the Civil Service Commission and Office of the Permanent Secretary, Prime Minister’s Office
  • The Civil Service Executive Development Program: Visionary and Moral Leadership, Program 1, Class 66 (2009), Office of the Civil Service Commission

Work Experiences in the Previous 5 Years (2017-2021) and/or Important Positions

  • 2020 - 18 Mar 2022 Member of the EGAT Governor’s Performance Evaluation and Criteria Subcommittee, EGAT
  • 26 Feb - 4 Dec 2020 Chairman of the Governor Nomination Committee, EGAT
  • 2017 - 2018 Deputy Permanent Secretary, Ministry of Energy
  • 2009 - 2017 Inspector General, Ministry of Energy

Current Positions in Other Listed Companies

  • None

Current Positions in Non-listed Organizations

  • 2019 - Present Director, EGAT
  • 2019 - Present Chairman of the Corporate Governance and Social Responsibility Committee, EGAT
  • 2019 - Present Chairman of the Deputy Governor and Assistant Governor Nomination Committee, EGAT
  • 2019 - Present Chairman of the Executive Committee, EGAT
  • 2018 - Present Director-General, Department of Energy Business, Ministry of Energy

Notes: EGAT stands for Electricity Generating Authority of Thailand

Starting Date of Directorship

27 April 2022

Education

  • Master of Engineering, Applied Electronics, Tokyo Institute of Technology, Japan
  • Bachelor of Engineering, Electronical Engineering, Tokyo Institute of Technology, Japan

Trainings in Courses Arranged by Thai Institute of Directors Association

  • None

Other Important Trainings/Seminars

  • Advance Certificate Course in Politics and Governance in Democratic Systems for Executives, Class 24 (2020), King Prajadhipok’s Institute
  • Government Laws for Executives, Class 8 (2019), Office of the Council of State
  • National Defence College, Class 60 (2017), The National Defence College of Thailand

Work Experiences in the Previous 5 Years (2017-2021) and/or Important Positions

  • 2018 - 2019 Inspector General, Office of The Permanent Secretary, Ministry of Industry
  • 2017 - 2018 Deputy Director General, Department of Industrial Promotion, Ministry of Industry
  • 2012 - 2017 Director, Bureau of Supporting Industries Development, Department of Industrial Promotion, Ministry of Industry

Current Positions in Other Listed Companies

  • None

Current Positions in Non-listed Organizations

  • 2021 - Present Chairman, Center of Robotic and Automation Excellence (CoRE), Ministry of Industry
    Vice Chairman, Robot and Automation Steering Committee, Ministry of Industry
    Director, Wastewater Management Authority, Ministry of Interior
    Advisor, Circular Economy Policy Sub-Committee, Ministry of Industry
    Advisor, Green Economy Policy Sub-Committee, Ministry of Industry
  • 2020 - Present Vice Chairman, Prevention and Solution PM 2.5 from Industrial Sector Committee, Ministry of Industry
    Vice Chairman, Industrial Waste Solution Management Committee, Ministry of Industry
    Director, Supervisory Board and Contracts Committee (Map Ta Phut Industrial Port Development Project, Phase 3), Office of the Prime Minister
  • 2019 - Present Deputy Permanent Secretary, Office of The Permanent Secretary, Ministry of Industry
    Chairman, Mining Concession Committee, Ministry of Industry
    Chairman, Thai SME fund (Pracharat Funding for SME) Sub-Committee, Ministry of Industry
    Chairman, Board of Chief Information Officer (CIO), Ministry of Industry
    Vice Chairman, Board of Foreign Affairs, Ministry of Industry
    Vice Chairman, Green Industry Promotion Committee, Ministry of Industry
    Director, Foreign Business Operations Committee, Ministry of Commerce
    Director (Government Sector), Thai Cane & Sugar Corporation Co., Ltd.
  • 2018 - Present Advisor, Thai Subcontracting Promotion Association
    Advisor, Medical and Health Device Manufacturers Industry Club, The Federation of Thai Industries

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.