Message from the Chairman of the Nomination and Remuneration Committee Dear Shareholders, The year 2022 was marked by great chal lenges and tremendous economic, social, environmental, technological, and regulatory changes along with respective risk factors, to which every company must adapt in order to survive and thrive. New technologies have been adopted to develop new capabilities and improve competitive edge. With this in mind, the Nomination and Remuneration Committee stayed focused on performing its duties with dedication and prudence in accordance with the Nomination and Remuneration Committee Charter, corporate governance principles and the Corporate Governance Code for Listed Companies of the Stock Exchange of Thailand. Thus, enabling the Nomination and Remuneration Committee to select and nominate suitable candidates to serve as directors of the company through a transparent process. The Nomination and Remuneration Committee also ascertains that directors’ knowledge and competencies are further developed to meet the company’s business requirements and to build confidence among shareholders to reassure them that the company’s Board of Directors and subcommittees are qualified and fully capable of safeguarding the interests of the company and shareholders in a transparent and fair manner, in conformation with good corporate governance principles. The Nomination and Remuneration Committee consists of 3 directors: (1) Mr. Chansak Chuenchom, Chairman of the Nomination and Remuneration Committee (Nonexecutive Director), (2) Mr. Petai Mudtham (Non-executive Director), and (3) Mr. Yodchat Tasarika (Independent Director). In 2022, the Nomination and Remuneration Committee held a total of 11 meetings, attended by members of the committee, each providing comments and suggestions that are beneficial to the company. The committee’s performance in accordance with its main tasks are highlighted below: • Nomination of Directors and Members of Subcommittees The Nomination and Remuneration Committee selected and nominated directors and members of subcommittees in the case of resignation or directors retiring by rotation after having completed their terms, in accordance with the selection criteria and nomination process as specified in the Nomination and Remuneration Committee Charter and the Board of Directors’ policy. Candidates were selected based on their qualifications both in terms of general characteristics, such as prudence, evidence-based decision-making, maturity, independent-mindedness, and skill characteristics that are in alignment with the business or the company’s requirements or necessary conditions and characteristics that support and promote good corporate governance, etc. In 2022, a total of seven candidates were selected and nominated to the Board of Directors or shareholders (as the case may be) for approval and appointment, and others were nominated to serve on the company’s 4 existing subcommittees, namely the Audit Committee, the Nomination and RemunerationCommittee, CorporateGovernanceCommittee and Risk Management Committee. • Nomination of Chief Executive Officer and President The Nomination and Remuneration Committee set criteria for the selection and qualifications of candidates for the position of Chief Executive Officer and President to ensure a clear, transparent process in accordance with good corporate governance principles. The qualifications of CEO candidates must correspond with the type and size of business comparable to other companies in the same industry. As the then-CEO resigned in September 2022, the Nomination and Remuneration Committee started the selection process under the predetermined criteria and proposed to the Board of Directors the creation of an ad hoc “Chief Executive Officer and President Selection and Nomination Committee” to ensure transparency, independence of the process as appropriate to the current situation of the company. • Compensation for Directors and Members of Subcommittees The Nomination and Remuneration Committee determined directors’ compensation taking into consideration the best practices recommended by the Stock Exchange of Thailand in accordance with the principles of good corporate governance as well as conducting a review of compensation offered by top companies of comparable size in the same industry. The Nomination and Remuneration Committee proposed that the same directors’ compensation packages should be offered in 2022 that had been approved by the annual General Meeting of Shareholders in 54 56-1 One Report 2022 IRPC PUBLIC COMPANY LIMITED
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