Report of the Nomination and Remuneration Committee

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

In 2025, the Nomination and Remuneration Committee held a total of two meetings. The attendance of each member of the Nomination and Remuneration Committee is as follows: (1) General Chetta Thanajaro: 2/2 meetings; (2) Mr. Vitoon Tejatussanasoontorn: 2/2 meetings; (3) Mr. Plew Trivisvavet: 2/2 meetings; and (4) Prof. (adjunct) Athapol Yaisawang:  2/2 meetings.

The Nomination and Remuneration Committee performed its duties with due care and prudence within the scope of its authority and responsibilities delegated by the Board of Directors, in accordance with the principles of Good Corporate Governance. The key duties performed by the Nomination and Remuneration Committee in 2025 are summarized as follows:

1.    Considering the qualifications and performance of directors retiring by rotation in accordance with the Company’s director nomination criteria and procedures and proposing during the previous year. The Committee proposed that the Board of Directors submit for approval to the 2025 Annual Ordinary General Meeting of Shareholders re-elect the six directors retiring by rotation for another term.

2.    Considering and reviewing the criteria for determining remuneration of the Company’s Board of Directors and Subcommittees to ensure that it was appropriate, commensurate with each director’s scope of duties and responsibilities and consistent with the levels found in a comparative analysis of peer companies within the industry to attract and retain highly qualified directors who perform their duties effectively for the Company. The remuneration structure was characterized by clarity, transparency, and simplicity. The Committee proposed the remuneration for directors for 2025 and bonus for directors for 2024 to the Board of Directors for consideration prior to submission to the Shareholders’ Meeting for consideration and approval.

3.    Considering the annual performance evaluation of the Board of Directors and Subcommittees, as well as the self-evaluation of individual directors, and proposing the results of those evaluations to the Board of Directors for acknowledgment, together with recommendations for improving the performance of the Board of Directors and each Subcommittee for greater efficiency.

4.    Reviewing and refining the Managing Director’s performance evaluation form to ensure that it is appropriate and sufficiently comprehensive to measure performance in Environmental, Social and Governance (ESG) aspects, as well as efficient management of risks and business opportunities, taking into account the management process and alignment with global goals.

5.    Considering the nomination of the Managing Director and evaluating the Managing Director’s performance for 2025, together with the rationale and necessity for the performance of key management duties under the Company’s 2026 business plan that require continuity from 2025. Furthermore, the Committee determined the Managing Director’s remuneration at an incentivizing level and commensurate with the scope of duties and responsibilities, taking into account the performance evaluation results coupled with the Company’s operating results, for submission to the Board of Directors’ Meeting for consideration and approval.

In summary, the Nomination and Remuneration Committee has fully performed its duties as specified in the Nomination and Remuneration Committee’s Charter approved by the Board of Directors. The Committee leveraged its knowledge, capabilities, due care, and sufficient independence in providing opinions and recommendations for the best interests of the Company.