(Mr. Chansak Chuenchom) Chairman of the Nomination and Remuneration Committee 2021, which was deemed appropriate, comparable to other leading companies of similar size and business complexity. Directors’ bonuses were also determined based on the principle that bonuses will not be offered for any fiscal year that registered operating losses. • Target setting, evaluation and compensation for the Chief Executive Officer and President The Nomination and Remuneration Committee reviewed performance evaluation criteria, guidelines, components, and goals of the CEO for the determination of CEO’s compensation on an annual basis to ensure transparency and reasonableness. In 2022, the Nomination and Remuneration Committee determined the components and goals of CEO performance as appropriate, fair, and sufficiently challenging in line with the situation of the company, including Corporate KPIs of the CEO. Performance assessment conducted by the Board of Directors and the Management, along with sustainable growth factors for CEO performance evaluation were completed by the end of the year, ready to be presented to the Board of Directors for consideration in approving the proposed annual CEO’s compensation. In determining CEO’s performance-based compensation and in order to ensure effectiveness and acceptability of the process to all parties, the Nomination and Remuneration Committee has set clear criteria and process, taking into consideration a wide range of determining factors, including the compensation of company’s previous CEOs, CEO’s compensation of other companies in similar industry, qualifications and exper ience of the CEO nominee, dut ies and responsibilities of the CEO. The CEO’s compensation must be fair, appropriate and provide an incentive to reward diligent performance of duties. • Senior executive succession planning The Board of Directors determined that senior executives at N-1 level are crucial in driving IRPC to achieve its goals. As part of CEO succession planning, the Nomination and Remuneration Committee was tasked with selecting and nominating candidates for N-1 level executive positions to report directly to the CEO. These senior executives will be groomed as potential successors to top positions as part of the company’s succession planning. This also provides an incentive for high-caliber executives to grow their careers with the company. In 2022, the Nomination and Remuneration Committee developed senior executive succession planning and conducted readiness assessment as follows: (1) To create succession planning chart (2) To identify key components in the succession planning chart (3) To prioritize succession planning (4) To ensure succession readiness • Self-Assessment of the Nomination and Remuneration Committee In compliance with the Corporate Governance Code for Listed Companies 2017 (CG Code), the Board of Directors decided to engage an independent evaluator to assess the performance of the Board of Directors and its subcommittees every three years. In 2022, PriceWaterhouseCoopers ABAS Co., Ltd. (PwC) was appointed to evaluate CG Code compliance of the Board of Directors and subcommittees, with reference to CG frameworks and standards of evaluation forms based on guidelines and international best practices. The evaluation form covers implementation of the following CG mechanisms: (1) Structure and qualifications of directors (2) Roles and responsibilities (3) Meeting preparation and procedures (4) Training and self-development. The Nomination and Remuneration received an assessment score of 98.06 per cent, or “Excellence” rating comparable to the scoring criteria used by the Corporate Governance Report: CGR by Thai Institute of Directors (IOD). In summary, in 2022, the Nomination and Remuneration Committee attached great importance to fostering human resource and leadership development strategies through human resource system, tools and mechanisms that meet widely accepted standards to step up preparedness in both numbers and capabilities in line with the company’s strategies and goals and Environmental, Social and Governance (ESG) principles and practices. To this end, the Nomination and Remuneration Committee would like to reaffirm its commitment to perform its duties with transparency and utmost efficiency to ensure fairness and the best interests of the company and shareholders as well as the sustainable growth of IRPC Public Company Limited in years to come. 55 Message from the Chairman of the Nomination and Remuneration Committee IRPC PUBLIC COMPANY LIMITED
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