Nomination Remuneration and Governance Committee
Roles and responsibilities
Composition of the Board of Directors
(1) To review the structure, size, and composition of the Board of Directors to be in line with the current and future business strategy and propose any changes to the Board of Directors.
Nomination and Appointment of Directors, Chief Executive Officer, and Chief Executive Officer
(2) To determine the qualifications and criteria for nominating qualified persons to be directors of the company. Committees Chief Executive Officer and senior executives to propose to the Board of Directors for approval.
(3) To recruit and select suitable people in the field of knowledge. Experience and expertise to be a director of the company to propose to the Board of Directors’ Meeting for appointment and/or propose to the shareholders’ meeting for further election (as the case may be).
(4) To consider and review the independence of each independent director to ensure that the company’s independent directors are fully qualified in accordance with the relevant criteria.
(5) To consider and propose to the Board of Directors the appointment of persons to be the Chairman and Directors of various sub-committees of the company.
(6) To consider the nomination and selection of suitable candidates for the position of Chief Executive Officer for submission to the Board of Directors for approval.
(7) To consider and nominate a person of the company to be a director of a subsidiary. Associated Companies and Joint Ventures of the Company
Orientation and continuous knowledge development
(8) Supervise the orientation of new directors.
(9) To consider, review, and make recommendations to the Board of Directors on the continuous knowledge development process for the directors.
Performance appraisal
(10) To supervise the procedures and guidelines for the annual performance evaluation of the Board of Directors, sub-committees, and each director. and report the results of such an assessment to the Board of Directors.
(11) Determine the criteria, targets, and indicators of the annual and long-term performance of the Chief Executive Officer and senior executives.
(12) To consider and evaluate the performance of the Chief Executive Officer and propose it to the Board of Directors for approval.
Succession Plan
(13) Establish a project for the knowledge development of directors and senior executives and the succession plan of senior executives, and review such projects and plans annually.
(14) Determine the remuneration policy of directors and sub-committees for the Board of Directors to consider and propose to the shareholders’ meeting for approval. Remuneration must be consistent with assigned duties and responsibilities and be at a level comparable to those of companies in the same industry.
(15) To consider and determine the remuneration policy of the Chief Executive Officer and senior executives for submission to the Board of Directors for approval.
(16) To determine the remuneration and annual salary increase for the Chief Executive Officer to propose to the Board of Directors for approval.
Corporate Governance
(17) Monitor trends and developments regarding good corporate governance practices and propose to the Board of Directors for consideration and approval of changes to the Board of Directors’ Charter and related corporate governance policies.
(18) To monitor and supervise the company’s operations in accordance with the policy on corporate governance related to the company.
(19) To supervise the preparation and disclosure of corporate governance reports, including directors’ remuneration in the company’s annual report.
Others
(21) Perform any other duties as assigned by the Board of Directors.
