REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE Dear Shareholders, In 2021, the Nomination and Remuneration Committee has reviewed and amended the composition and qualifications of the Nomination and Remuneration Committee by requiring that all members of the Nomination and Remuneration by Independent Directors in order for the performance of their duties by independent in accordance with corporate governance principles. The Nomination and Remuneration Committee comprised of its chairman, Mr. Don Wasantapruek (Independent Director) and its committee members, namely Lieutenant General Nithi Chungcharoen (Independent Director) and Mr. Wittawat Svasti-xuto. In 2021, the Nomination and Remuneration Committee performed its duties as stipulated by its charter and executed tasks as assigned by the Board of Directors. The Committee held a total of eight meetings. A summary of its activities is given below. 1. Nomination and Selection of Directors and Sub-committee Members Reviewing and amending the criteria and procedures for selection and appointment of Directors by adding details on the law, rules and regulations applicable to the selection and appointment Directors and members of Sub-committee to ensure completeness, precision and alignment with the corporate governance principles and the performance of duties of the Nomination and Remuneration Committee in order to propose it to the Board of Directors for consideration and approval. The revised criteria and procedure shall be utilized as materials for the establishment of the regulations providing shareholders the rights to propose meeting agenda and nominate person for election as a Director in advance, for the 2022 Annual General Meeting of Shareholders. Nominating candidates to replace Directors who retired by rotation at the 2021 Annual General Meeting of Shareholders (AGM) for consideration and approval under the criteria and processes for nomination and appointment of Directors. Shareholders were given over three months period prior to the AGM to nominate candidates for vacant positions. Since there were no submissions of candidates from shareholders, the Committee resolved to nominate Mr. Piyasvasti Amranand, Professor Somkit Lertpaithoon, Mr. Pakorn Nilprapunt, Lieutenant General Nithi Chungcharoen, and Mr. Disathat Panyarachun to be re-elected as directors for another term. The candidates possessed all the required qualifications and did not have any prohibited characteristics according to relevant laws and criteria. They also possessed knowledge, competency, and experience that aligned with the Company’s business strategies. The 2021 AGM thus resolved to approve the appointment of these candidates as Directors as instructed by the Committee. Nominating qualified candidates to replace Directors who resigned during 2021, namely Mr. Noppadol Pinsupa, M.L. Peekthong Thongyai and Mrs. Pantip Sripimol. The list of candidates was presented to the Board of Directors for consideration and approval under the criteria and processes for nomination and appointment of Directors. The Committee took into consideration the qualifications required by applicable laws and criteria, GC’s Articles of Association, good corporate governance principles, and the Board Skills Matrix. The Committee also considered the Director’s Pool of the State Enterprise Policy Office and the Thai Institute of Directors Association. The Board of Directors approved the appointment of the candidates as Directors as instructed by the Committee. Nominating Directors to fill vacant positions on 4 Sub-committees, namely the Audit Committee, the Corporate Governance and Sustainability Committee, the Nomination and Remuneration Committee and the Risk Management Committee and presenting a list of candidates to the Board of Directors for consideration and approval under the criteria and processes for nomination and appointment of Directors in the Sub-committees. The Committee took into consideration the qualifications of each Directors in accordance with relevant laws and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), GC’s Articles of Association, and the charters of Sub-committees. The Board Skills Matrix and specialized experience that could benefit their role on the Sub-committees were also taken into account. 2. Remuneration of Directors, Sub-committee Members, and Chief Executive Officer Considering and proposing the 2021 remuneration for the Board of Directors and for the Directors of each Sub-committee as well as the Board’s bonus for 2020 to the Board of Directors and the Annual General Meeting of Shareholders (AGM) for consideration and approval. The proposed remuneration was determined in accordance with Good Corporate Governance Principles, based on GC’s operating results in 2020, the current economic situation of petroleum and 194 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2021
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