3. Nomination of Chief Executive Officer and President, Senior Executives and N-1 Level Executives and Determination of Compensation 3.1. Consider and screen candidates and review their qualifications before nominating them for the positions of the Chief Executive Officer and President, senior executive or N-1 level executive. The nomination process must be conducted with due care to ensure suitability in alignment with the company’s strategy and business direction and in the best interest of the company. The nomination shall be presented to the Board for approval. The nomination of the CEO and President shall be determined by the Board of Directors. For candidate to be nominated for the position of company secretary or head of Office of the Corporate Internal Audit, there is also requirement for compliance with applicable laws, the Audit Committee Charter and relevant regulations. 3.2. Consider the succession plan for the position of Chief Executive Officer and President, senior executives and N-1 level executives. Potential successors must be supported to get them ready to be promoted in the case the CEO and President, senior executives or N-1 level executives resign or become incapacitated so that the company can continue to function smoothly and conduct its business with optimal performance. 3.3. Determine the composition and goals for performance evaluation of the Chief Executive Officer and President. This performance evaluation form will also be used to determine proposed adjustments in CEO and President’s compensation, which is subject to the Board’s approval. 3.4. The performance of the Chief Executive Officer and President shall be evaluated against the composition and goals in the performance review that the Board has approved. 3.5. Determine compensation and annual increment rate of the Chief Executive Officer and President, gratuities, bonuses, and other monetary and non-monetary benefits, to presented to the Board for approval. The CEO and President’s compensation should aligns with performance, business plan as well as being appropriate, reasonable and fair to provide incentive for the CEO/ President to create sustainable value to the business as well as enabling the company to retain talented executives.The CEO and President’s compensation must be presented to the Board for approval. 4. Other Tasks Assigned by the Board. Procedures for the Nomination of Directors When the Nomination and Remuneration Committee has selected the candidates to be nominated for the position of director of the company or member of a Board’s committee, the Committee shall vet the candidate’s qualifications as determined by the Board according to the following conditions: 1. Consider the suitability of knowledge, experience, and expertise beneficial to the company or relevant to the company’s business or the industrial sector to which it belongs so that Board meets the required composition and skills matrix that align to the company’s business direction. 2. Cons ider Board ski l l s mat r ix/Board di vers i ty encompassing gender, age, race, nationality, along with hard skills and soft skills as well as sustainability factors. This is to ensure that Board effectiveness, enabling the Board to meet the well-balanced composition in terms of bodies of knowledge, talents, experience and diversity conducive to optimal performance. The Committee also takes into consideration Directors Pool that lists highly qualified individuals who have served as directors in state enterprises and private companies as maintained by the Thai Institute of Directors Association. 3. Ascertain that candidates to be nominated possess the qualifications and none of the prohibited characteristics according to the law and regulations of regulatory agencies, such as the Public Company Act 1992, and the Securities and Exchange Act 1992 4. Consider a director’s track record for time dedication in the case of a former director returning to the position for another term. Attention should also be paid to the number of listed companies where they have served as directors to ensure they are able to dedicate their time and attention. The Committee shall conduct review to make sure the candidates do not exceed the limit on number of directorships they can hold concurrently in compliance with the January 24, 2011 Re: Appointment of high-ranking government officials or individuals to serve as directors in multiple state enterprises. 5. In the case of nominating a candidate as independent director, attention must be paid to independent characteristics according to the criteria set out by the SEC Office as well as the company’s own guidelines. 234 Corporate Governance Structure and Important Information about the Board of Directors, Board’s Committees, Executives and Employees IRPC Public Company Limited
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