Report of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee, as appointed by the Board of Directors, comprises four highly 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, tasked with supervising the procedures for nominating the qualified candidates for the positions of director and Managing Director as well as considering their remuneration to ensure transparency and fairness under the established criteria.  

In 2024, the Nomination and Remuneration Committee convened its three meetings, with each member of the Nomination and Remuneration Committee attending all its meetings, namely: (1) General Chetta Thanajaro (attended three out of three meetings); (2) Mr. Vitoon Tejatussanasoontorn (attended three out of three meetings); (3) Mr. Plew Trivisvavet (attended three out of three meetings); and (4) Prof. (adjunct) Athapol Yaisawang (attended three out of three meetings).

The Nomination and Remuneration Committee has performed its duties, with caution and prudence, within the scope of authority delegated by the Board of Directors. In 2024, the essence of the performance of its duties can be summarized as follows:

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

• Considering the retiring six directors’ qualifications and roles in the previous year’s performance and then proposing that the 2024 Annual Ordinary General Meeting of Shareholders re-appoint them for another term;
• Considering 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;
• Considering the qualifications of the representatives under the conditions of the Concession Agreement from the Expressway Authority of Thailand (EXAT), with those individuals being knowledgeable in terms of the concession agreement and experienced in expressway management, which was beneficial to the Company and in line with the good corporate governance practices, by taking the balance between the diversity in various aspects of the Board of Directors that would contribute to benefits and add value to the Company into account, based on the necessary skills that were still lacking in the Board of Directors and the qualifications conforming to the Company’s business strategies.

2. Reviewing criteria on consideration and determination of remuneration for directors for 2024
Considering reviewing the criteria on consideration of remuneration for the Company’s directors and subcommittee members, with such determined remuneration 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 2024 and bonus for directors for 2023 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, Subcommittees, and self-evaluation of individual directors, and proposing the results of those evaluations to the Board of Directors for acknowledgment, including providing opinions for how they could be applied to improve the performance of the Board of Directors and each Subcommittee for greater efficiency.

4. Considering the proposal for the appointment of the Managing Director and determining the remuneration
Reviewing the Managing Director’s performance for 2024, along with the justifications for carrying out this crucial work management under the Company’s action plans for 2025 to be further advanced from 2024; and considering determining the remuneration for the Managing Director to be at an attractive level, appropriate and commensurate with the scope of duties and responsibilities based on the performance evaluation together with the operating results of the Company, and proposing the same to the Board of Directors’ meeting for consideration and approval. 

In conclusion, the Nomination and Remuneration Committee has diligently carried out its duties in strict accordance with 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.