The scope of authority of the Nomination and Remuneration Committee approved by the Board of Directors is as follows:
- Determine policies, criteria, qualifications, and methods for the selections of candidates for directors, persons with power of management, advisors, members of other sub-committees.
- Select and nominate qualified candidates that comply with the Notification of the Bank of Thailand on Regulations on the Approval of Appointment of Directors, Managers, Persons with Power of Management, or Advisors of Financial Institutions, Financial Institutions’ Parent Companies, and Subsidiaries Undertaking Financial Business to propose to the Board of Directors for approve the appointment as follows:
2.1 Directors
2.2 Persons with power of management
2.3 Advisors
2.4 Members of sub-committees
- Supervise and ensure the Board of Directors has the members and the composition that is appropriate for the organization, adjust them according to changing environments, ensure that the mechanism or tool to support the process of selection and nomination of new directors are in place. The Board of Directors shall be composed of qualified candidates with appropriate behaviors, knowledge, abilities and experiences in various areas which are beneficial to the long-term operations, and suitable for directions and strategies of the bank. The Nomination and Remuneration Committee is also responsible for ensuring the development of a skill matrix.
- Ensure that directors and persons with power of management receive remunerations commensurate with their duties and responsibilities.
- Consider the budget for merit increase, bonus and other benefits as follows:
5.1 Consider the budget for merit increase, bonus and other benefits of employees.
5.2 Consider the overall remuneration structure and benefits for expatriates, such as accommodation costs, living expenses, fees and service charges relating to work as agreed upon the management’s proposals.
- Oversee the formulation of succession plans for key positions to ensure the continuity of administration.
- Define the hiring criteria for retired employees.
- Determine the evaluation guideline for directors and persons with power of management as to consider adjusting annual remuneration by taking into account their duties, responsibilities and related risks and increased value of owners’ equity in the long term.
- Ensure that the policy and details of the selection method for directors and persons with power of management and various form of remunerations are disclosed and prepare remuneration report, at least, containing the details about the factors used in determining the overall performance, goals and operations as well as the opinion of the Nomination and Remuneration Committee including methods and channels for paying compensation to reflect the risks in the annual report.
- Perform other tasks assigned by the Board of Directors.
