Remuneration policy for executive directors and executives
Remuneration of Directors and Executives
(A) Policy on the Remunerations of Directors and Executives
The Nomination and Remuneration Committee (“NRC”) is responsible for establishing policies, rules, procedures, and best practices to ensure the nomination process and the determination of remuneration for directors, executives, and employees are appropriate and fair in accordance with the Securities and Exchange Act, relevant regulations, and good governance practices recommended by the Securities and Exchange Commission, the Stock Exchange of Thailand, and other laws relevant to the Company’s business operations.
(B) Remuneration Policy of the Company
The Company is committed to providing fair and appropriate remuneration, both in the short term and long term, taking into account the scope of duties and responsibilities, individual performance, and expected contributions from directors, executives, and employees. Remuneration is also assessed in relation to the Company’s overall operating performance, in which comparisons are made with other companies in the same industry and listed companies within the same sector on the Stock Exchange of Thailand.
(C) Rules on Consideration of Remunerations for the Directors, Executives, and Employees of the Company are as follows:
(1) Directors and Subcommittees of the Company
The NRC is responsible for determining the remuneration structure and criteria for considering remuneration for the Company’s directors and subcommittees, ensuring appropriateness and fairness, as follows:
- (A) To consider the remuneration of directors in a manner that is appropriate and aligned with the Company’s short-term and long-term objectives. This includes taking into account each director’s experience, scope of duties, accountability, and responsibilities, as well as the expected contributions from each director. Directors assigned additional duties and responsibilities, such as serving on sub-committees, should receive appropriate additional remuneration. Such remuneration should be comparable to that offered by other companies in the same industry and listed companies in the same sector on the Stock Exchange of Thailand.
- (B) To consider and establish the remuneration structure and criteria for directors, covering both monetary and non-monetary compensation. Each form of remuneration shall be appropriately determined, including fixed compensation (such as monthly meeting allowances). The remuneration shall be linked to the Company’s performance and/or the value created for shareholders, ensuring that the compensation is not set at an excessive level that could encourage a focus on short-term results. Such a remuneration structure shall be proposed to the Board of Directors for review and approval before being further proposed to the shareholders’ meeting.
- (C) To consider annual remuneration in alignment with the Company’s operating results for each year.
- (D) To take into consideration the results of the annual self-assessment of the Board of Directors and sub-committees when determining remuneration. This supports the enhancement of the effectiveness and performance of the Board of Directors and subcommittees in the following year.
- (E) To establish a policy for the disclosure of the remuneration structure and guidelines, reflecting the roles, scope of authority, duties, and responsibilities of each director. This includes disclosing the types and amounts of remuneration received by each director, both at the Board and subcommittee levels, in the Annual Report (Form 56-1 One Report).
(2) Executives and Employees of the Company
The NRC is responsible for determining the remuneration structure and criteria for remuneration and benefits for the Company’s executives and employees, ensuring alignment with the Company’s short-term and long-term policies, as follows:
- (A) Consideration of short-term remuneration, including salaries and annual bonuses, is carried out as follows:
- (1) Establish the salary structure, annual bonuses, and annual salary adjustments for the Company’s senior executives and employees.
- (2) Develop Key Performance Indicators (KPIs) for the Company to be used as a basis for determining salary adjustments and bonus payments for the Company’s senior executives and employees, by considering the annual budget and achievement of the Company’s main targets, as well as the market and economic situation, ensuring alignment with companies in the same industry. Recommendations are then provided to the Board of Directors for consideration and approval
- (3) Establish criteria for evaluating the performance of the Company’s senior executives and employees with additional responsibilities, linking their performance assessment to the Company’s overall KPIs. Based on these evaluations, salary adjustments and annual bonuses are considered and proposed to the Board of Directors for consideration and approval.
- (4) Review and consider both monetary and non-monetary benefits and welfare programs for the Company’s employees on an annual basis.
- (B) Consideration of long-term remuneration, including compensation upon retirement or termination of employment, is carried out as follows:
- (1) The Company has established a Provident Fund for employees, including senior executives, to encourage long-term savings. Under this scheme, employees are required to contribute between 5-15 percent of their base salary, while the Company contributes at the rate of 5, 7.5 or 10 percent depending on the length of employment and the employee’s chosen contribution rate. The accumulated funds are payable to employees upon retirement or termination of employment.
- (2) The Company conducted assessments of employee benefits, including those for senior executives, upon retirement or termination of employment, which are determined in accordance with the actuarial method, deriving from projected benefit obligations for employees entitled to severance payments upon retirement, in line with the Labor Protection Act. The calculations are performed by an independent actuary using the Projected Unit Credit Method, which projects the present value of expected future cash flows. These calculations take into account factors such as employee salaries, turnover rates, mortality rates, length of service, and other relevant factors.
- (3) Other forms of remunerations, such as the Employee Joint Investment Program (EJIP), were previously offered to executives and employees, with NRC considering these incentives with intention to motivate directors, executives, and employees to fully apply their abilities, with the aim of enhancing the Company’s long-term share value and retaining talented personnel. However, such incentives must not be excessive and must ensure fairness to shareholders. In cases where any director or employee would receive more than 5 percent of the total securities offered, the NRC shall review the appropriateness in accordance with the regulations of the Securities and Exchange Commission. In such cases, any NRC member who would receive more than 5 percent of the total securities must abstain from participating in the consideration. The proposed program shall then be submitted to the Board of Directors for approval before being proposed to the shareholders’ meeting for approval. (the Employee Joint Investment Program (EJIP) for the Company’s executives and employees ended on December 31, 2016, and no new EJIP being offered at present.)
Does the board of directors or the remuneration committee have an opinion on the remuneration policy for executive directors and executives : Have
The Nomination and Remuneration Committee (NRC) is responsible for considering the remuneration of the Company’s directors, executives, and employees, and proposing its recommendations to the Board of Directors for approval.
Remuneration of executive directors and executives
Monetary remuneration of executive directors and executives
| Description | Year 2023 | Year 2024 | Year 2025 |
|---|---|---|---|
| Total remuneration of executive directors (baht) | 28,538,000.00 | 23,303,000.00 | 24,132,500.00 |
| Total remuneration of executives (baht) | 52,188,032.54 | 52,731,499.56 | 46,907,583.26 |
| Total remuneration of executive directors and executives (baht) | 80,726,032.54 | 76,034,499.56 | 71,040,083.26 |
Other remunerations of executive directors and executives
| Description | Year 2023 | Year 2024 | Year 2025 |
|---|---|---|---|
| Company’s contribution to provident fund for executive directors and executives (Baht) | 2,821,026.84 | 3,100,741.56 | 1,832,265.26 |
| Employee Stock Ownership Plan (ESOP) | No | No | No |
| Employee Joint Investment Program (EJIP) | No | No | No |
Outstanding remuneration or benefits of executive directors and executives
| Outstanding remuneration or benefits of executive directors and executives in the past year | 0.00 Baht |
| Estimated remuneration of executive directors and executives in the current year | 0.00 Baht |
Types of remuneration of the board of directors
The Nomination and Remuneration Committee (“NRC”) is responsible for determining the remuneration structure and criteria for considering remuneration for the Company’s directors and subcommittees, ensuring appropriateness and fairness, as follows:
- (A) To consider the remuneration of directors in a manner that is appropriate and aligned with the Company’s short-term and long-term objectives. This includes considering each director’s experience, scope of duties, accountability, and responsibilities, as well as the expected contributions from each director. Directors assigned additional duties and responsibilities, such as serving on sub-committees, should receive appropriate additional remuneration. Such remuneration should be comparable to that offered by other companies in the same industry and listed companies in the same sector on the Stock Exchange of Thailand.
- (B) To consider and establish the remuneration structure and criteria for directors, covering both monetary and non-monetary compensation. Each form of remuneration shall be appropriately determined, including fixed compensation (such as monthly meeting allowances). The remuneration shall be linked to the Company’s performance and/or the value created for shareholders, ensuring that the compensation is not set at an excessive level that could encourage a focus on short-term results. Such a remuneration structure shall be proposed to the Board of Directors for review and approval before being further proposed to the shareholders’ meeting.
- (C) To consider annual remuneration in alignment with the Company’s operating results for each year.
- (D) To take into consideration the results of the annual self-assessment of the Board of Directors and sub-committees when determining remuneration. This supports the enhancement of the effectiveness and performance of the Board of Directors and subcommittees in the following year.
- (E) To establish a policy for the disclosure of the remuneration structure and guidelines, reflecting the roles, scope of authority, duties, and responsibilities of each director. This includes disclosing the types and amounts of remuneration received by each director, both at the Board and subcommittee levels, in the Annual Report (Form 56-1 One Report).
The Company has clearly and transparently determined the remuneration for directors and specific committee members. This has been screened and considered by the Nomination and Remuneration Committee, considering comparisons with companies in the same industry, as well as business size, business expansion, and operating results, such as the Company’s revenue and profit, and has been approved by the Annual General Meeting of Shareholders.
Details of the remuneration of each director over the past year (Year 2025)
| Names of directors / Board of directors | Company | Non-monetary remuneration |
Total monetary remuneration from subsidiaries (Baht) | ||
|---|---|---|---|---|---|
| Meeting allowance per year (Baht) |
Other monetary remuneration (Baht) |
Total (Baht) |
|||
| 1. Mr. VANCHAI TOSOMBOON (Chairman of the board) |
3,750,000.00 | 0.00 | |||
| – Board of Directors (Chairman of the board) | 720,000.00 | 3,000,000.00 | 3,720,000.00 | No | |
| – THE NOMINATION AND REMUNERATION COMMITTEE (Member of the subcommittee) |
30,000.00 | 0.00 | 30,000.00 | No | |
| 2. Mr. KRAISI SIRIRUNGSI (Vice Chairman) |
1,905,000.00 | 3,030,431.80 | |||
| – Board of Directors (Vice Chairman) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| – THE NOMINATION AND REMUNERATION COMMITTEE (The chairman of the subcommittee) |
45,000.00 | 0.00 | 45,000.00 | No | |
| 3. Mr. ANUN LOUHARANOO (Director) |
1,890,000.00 | 4,048,311.94 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| – THE RISK MANAGEMENT COMMITTEE (The chairman of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – THE NOMINATION AND REMUNERATION COMMITTEE (Member of the subcommittee) |
30,000.00 | 0.00 | 30,000.00 | No | |
| 4. Mr. ADUL TANTHARATANA (Director, Independent director) |
1,700,000.00 | 0.00 | |||
| – Board of Directors (Director) |
120,000.00 | 1,500,000.00 | 1,620,000.00 | No | |
| – Audit Committee (Chairman of the audit committee) |
80,000.00 | 0.00 | 80,000.00 | No | |
| 5. Mr. VISIT TANTISUNTHORN (Director) |
1,860,000.00 | 360,000.00 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| 6. Mrs. DUANGKAMOL SUCHATO (Director, Independent director) |
2,040,000.00 | 0.00 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| – Audit Committee (Member of the audit committee) |
180,000.00 | 0.00 | 180,000.00 | No | |
| 7. Mr. SRIHASAK ARIRACHAKARAN (Director) |
1,890,000.00 | 6,413,686.80 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| – THE NOMINATION AND REMUNERATION COMMITTEE (Member of the subcommittee) |
30,000.00 | 0.00 | 30,000.00 | No | |
| 8. Mr. SIVA MAHASANDANA (Director) |
1,860,000.00 | 600,000.00 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| 9. Mr. TANON TANTISUNTHORN (Director, Independent director) |
1,957,500.00 | 0.00 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| – Audit Committee (Member of the audit committee) |
97,500.00 | 0.00 | 97,500.00 | No | |
| 10. Mr. RALPH ROBERT TYE (Director, Independent director) |
2,070,000.00 | 0.00 | |||
| – Board of Directors (Director) |
360,000.00 | 1,500,000.00 | 1,860,000.00 | No | |
| – Audit Committee (Chairman of the audit committee) |
210,000.00 | 0.00 | 210,000.00 | – | |
| 11. Mr. KERRY JAMES CHIA BENG LEE (Director) |
1,350,000.00 | 0.00 | |||
| – Board of Directors (Director) |
360,000.00 | 990,000.00 | 1,350,000.00 | No | |
| 12. Mr. RANJAN SACHDEVA (Director) |
1,350,000.00 | 0.00 | |||
| – Board of Directors (Director) |
360,000.00 | 990,000.00 | 1,350,000.00 | No | |
| 13. Mrs. Petcharat Chayanon (Member of the subcommittee) |
0.00 | 0.00 | |||
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 14. Mr. Prasert Promdech (Member of the subcommittee) |
0.00 | 0.00 | |||
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 15. Mr. Sudusit Ounsangchan (Member of the subcommittee) |
0.00 | 0.00 | |||
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 16. Mr. Saharat Vatanatumrak (Member of the subcommittee) |
0.00 | 0.00 | |||
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 17. Mr. Bandhit Ngarmkum (Member of the subcommittee) |
0.00 | 0.00 | |||
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 18. Mr. Yongyut Choochua (Member of the subcommittee) |
0.00 | 0.00 | |||
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 19. Ms. Phanomkorn Phimsri (Member of the subcommittee) |
0.00 | 0.00 | |||
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| 20. Mr. PAUL HEINZ HUGENTOBLER (Director) |
510,000.00 | N/A | |||
| – Board of Directors (Director) |
0.00 | 510,000.00 | 510,000.00 | No | |
| 21. Mr. Vacharachai Nachailert (Member of the subcommittee) |
0.00 | N/A | |||
| – THE RISK MANAGEMENT COMMITTEE (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
| – Environmental, Social, and Governance Committee (Member of the subcommittee) |
0.00 | 0.00 | 0.00 | No | |
Summary of the remuneration of each committee over the past year
| Names of board members | Meeting allowance (Baht) | Other monetary remuneration (Baht) | Total (Baht) |
|---|---|---|---|
| 1. Board of Directors | 4,440,000.00 | 18,990,000.00 | 23,430,000.00 |
| 2. Audit Committee | 567,500.00 | 0.00 | 567,500.00 |
| 3. THE RISK MANAGEMENT COMMITTEE | 0.00 | 0.00 | 0.00 |
| 4. THE NOMINATION AND REMUNERATION COMMITTEE | 135,000.00 | 0.00 | 135,000.00 |
| 5. Environmental, Social, and Governance Committee | 0.00 | 0.00 | 0.00 |
Remunerations or benefits pending payment to the board of directors
| Remunerations or benefits pending payment to the board of directors over the past year (Baht) | 0.00 |