Page 139 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.1 Corporate Governance Policy 137
Annual Report 2021/22

(3) To act as an liaison between the shareholders and the Board of Directors; and • Nomination and remuneration of senior executives: The Nomination and
(4) To act as the Chairman at the meetings of the non-executive directors. Remuneration Committee has the duty to select senior executives, i.e. Chief
Executive Officer, Deputy Chief Executive Officer, and other Chief Officer
Nomination and remuneration of directors and executives: The Board of positions, who possess all qualifications and do not have the prohibited
Directors oversees the nomination and remuneration of directors and senior characteristics under the laws and have the qualifications which are
executives and has assigned the Nomination and Remuneration Committee appropriate and in accordance with the business strategy of the Company.
to make recommendations to the Board of Directors regarding the Board of
Directors’ structure, qualified candidates for election as directors and senior The Nomination and Remuneration Committee considers the performance
executives, as well as remuneration framework for directors, executives and evaluation criteria of the Chief Executive Officer and proposes the result of
employees. such evaluation to the Board of Directors for approval, and also proposes the
structure, amount and form of remuneration of the Chief Executive Officer,
both short-term and long-term remuneration, in correspondence with the
• Nomination and remuneration of directors: The Nomination and result of the performance evaluation to the Board of Directors for approval.
Remuneration Committee determines the criteria and process in selecting
persons for the position of director, and has the duty to select directors Director development: The Board of Directors oversees that regular
who have the qualifications in accordance with the specified qualifications. development for the directors has been put in place, and has assigned the
In case of an independent director, such person must possess the Nomination and Remuneration Committee to prepare the director development
qualifications under the Definition of Independent Director of the Company, plan in order to develop the knowledge of the existing directors and the new
which is “more stringent” than the minimum requirement of the notifications directors as regards the businesses of the Company, the roles and duties of
of the Capital Market Supervisory Board. directors and other significant developments, including to determine the new
director orientation guidelines.
The appointment and removal of directors of the Company are in
accordance with the criteria and procedures as stipulated by the laws Assessments of the board of directors performance: The Company requires
and the Company’s Articles of Association, where approval of the Board that there is an evaluation of the performance of the Board of Directors on
of Directors is required, or after consideration by the Board of Directors an annual basis, both group evaluation and individual evaluation, as well as
proposing to the shareholders’ meeting for approval, as the case may be. an evaluation of the performance of the subcommittees, in order to use as
guidelines for the review of the performance, problems, and obstacles in the
The Nomination and Remuneration Committee considers the appropriate past year so as to improve the work efficiency.
structure, amount, form and criteria of all types of remuneration (financial
and non-financial) for the Chairman of the Board of Directors, directors and In addition, the Company shall engage an independent advisor to conduct the
members of the subcommittees, in order to motivate and maintain valuable performance evaluation of the Board of Directors and the subcommittees at least
directors with the Company, and proposes to the Board of Directors for every 3 years in order to increase the Board of Directors’ efficiency in performing
consideration and to further propose to the shareholders’ meeting for approval. the duties in accordance with the good corporate governance principles.