Report of the Nomination and Remuneration Committee Dear Shareholders, In 2023, the Nomination and Remuneration Committee comprised three independent directors to ensure the independent performance of duties as well as checks and balances in accordance with good corporate governance principles, namely Mr. Pakorn Nilprapunt, serving as the chairman of the Committee, Mr. Somkiat Prajamwong and Lieutenant General Nimit Suwannarat, both serving as members of the Committee. The Nomination and Remuneration Committee performed its duties and provided suggestions and opinions on criteria and guidelines for the nomination and selection of Directors and Sub-committee members and for the performance assessment and remuneration of GC’s Directors and Chief Executive Officer and President (CEO) in accordance with the roles and responsibilities stipulated in its charter, and executed tasks fully as assigned by the Board of Directors. In 2023, the Committee held a total of ten meetings. A summary of its activities is given below. 1. Nomination and Selection of Directors and Sub-committee Members Reviewing the criteria and procedures for the nomination and appointment of GC’s Directors to ensure completeness, suitability, and compliance with laws, regulations, and best practices for the selection and appointment of Directors and Sub-committee members. Reviewing and revising the Board Skills Matrix and the definitions of the areas of expertise, adding fields such as energy security, financial technology and digital economy, environmental and international trade laws, and international politics to ensure suitability, comprehensiveness, and alignment with the assessment criteria of SEC’s Corporate Governance Code for Listed Companies 2017 (CG Code), IOD’s best practice of the Nomination Committee, the Dow Jones Sustainability Indices (DJSI), and the Global Industry Classification Standard (GICs), which will be taken into consideration in the selection of Directors and Sub-committee members to ensure board diversity with respect to knowledge, skills, and experience beneficial to strategic directions and business approach. The Board of Directors approved the revision as instructed by the Committee. Reviewing and creating GC Director Pool for use in nominating and comparing qualified candidates for GC’s independent directorship. Nominating and selecting qualified candidates to replace Directors who are due to resign by rotation at the 2023 Annual General Meeting of Shareholders, to present to the Board of Directors and the Annual General Meeting of Shareholders for consideration and approval under the criteria and procedures for the nomination and appointment of GC’s Directors. The Committee took into consideration the qualifications required by applicable laws and regulations, GC’s Articles of Association, good corporate governance principles, and the Board Skills Matrix. The Committee also considered its own Director Pool as well as those of external agencies, namely the State Enterprise Policy Office and the Thai Institute of Directors Association (IOD). Shareholders were also 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. Patchara Anuntasilpa to be elected as Director in replacement of a retiring Director as well as nominate Mr. Grisada Boonrach, Mr. Chadil Chavanalikikorn, Mr. Cherdchai Boonchoochauy, and Mr. Sarawut Kaewtathip 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 regulations. They also possessed knowledge, 216
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