Report of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee, as appointed by the Board of Directors, consists of four qualified directors, namely General Chetta Thanajaro, who is an independent director, as Chairman of the Nomination and Remuneration Committee, Mr. Vitoon Tejatussanasoontorn, Mr. Plew Trivisvavet, and Prof. (adjunct) Athapol Yaisawang as Nomination and Remuneration Committee Members, is responsible for supervising the procedures for nominating the qualified candidates for the positions of director and Managing Director as well as considering determining their remuneration to ensure transparency and fairness in accordance with the established criteria.  

The Nomination and Remuneration Committee has performed its duties with caution and prudence.  In 2023, it held its two meetings to consider a variety of matters.  The essence of the performance of its duties can be summarized as follows:   

1. Considering and selecting the qualified persons to hold the position of the Company’s directors in accordance with the Company’s criteria and procedures for director nomination, as shown below:

• The Board of Directors considered the retiring six directors’ qualifications and roles in the previous year’s performance and then proposed that the 2023 Annual Ordinary General Meeting of Shareholders re-appoint them for another term;
• The Board of Directors considered the qualifications of each candidate to be nominated as directors to ensure that the Board of Directors shall have a wide range of required skills in various professional fields which shall be beneficial and suitable for the Company’s business operations, while also conforming to the good corporate governance practices.

2. Reviewing criteria on consideration and determination of remuneration for directors for 2023
The Board of Directors considered reviewing the criteria on consideration of remuneration for directors and was of the opinion that such determined remuneration was appropriate and commensurate with the scope of assigned duties and responsibilities of each director; stayed at the same rate as that offered by other companies in the same industry to attract and retain knowledgeable, competent and qualified directors to perform duties for the Company, with components of remuneration remaining clear, transparent, and easy-to-understand, by proposing the remuneration for directors for 2023 to the Shareholders’ Meeting for consideration and approval.    

3. Considering nomination and appointment of Managing Director and determining remuneration for Managing Director
The Board of Directors considered the qualifications of the candidate as nominated for the position of Managing Director, who shall be responsible for managing any significant matters under the Company’s action plan 2024, which must be continued from 2023 onwards, for the MRT Orange Line Project, Bang Khun Non - Min Buri (Suwinthawong) Section and the MRT Purple Line Project (South), Tao Poon - Rat Burana Section, and determining remuneration for the Managing Director to ensure that such remuneration remains at the motivated rate; commensurate with the scope of assigned duties and responsibilities of the Managing Director, whereby such consideration was based on the Managing Director’s performance, together with the Company’s operational results, and then proposed that the Board of Directors’ Meeting consider approving such matter.

4. Considering reviewing the composition of the Company’s Board of Directors to ensure diversity while taking into account the impact on the Company and stakeholders from conducting business in a comprehensive manner to ensure that the Company has the Board that performs its duties effectively for maximum and sustainable benefits of the Company, and proposing the same to the Board of Directors’ Meeting No. 6/2023 to approve the Board Diversity Policy.

5. Reviewing and improving the director nomination criteria to nominate candidates as directors in accordance with the Board Diversity Policy by considering those who have business-related skills, knowledge, expertise, and experience, with specialization in specific fields according to the Board Skill Matrix, and diversity in terms of gender, age, race, nationality by taking into account the balance between diversity in various areas of the Board of Directors which will be beneficial and add value to the Company, by considering the requisite skills which the Board of Directors is still lacking, and qualifications in line with the Company’s business strategies.


In conclusion, the Nomination and Remuneration Committee has fulfilled its duties in accordance in the Nomination and Remuneration Committee’s Charter as approved by the Board of Directors, in a way that it has employed its knowledge and abilities with due care and with sufficient independence to provide the opinions and suggestions for the Company’s overall benefits.