Page 150 - BTSGroup ONE REPORT 2021/22_EN

148 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l

• To consider connected transactions or transactions that may lead to a Name Position
conflict of interest to ensure that those transactions are in compliance with 1.Mr. Suchin Wanglee* Chairman of the Nomination and Remuneration Committee
the laws and regulations of the SET
2.Professor Charoen Wattanasin Nomination and Remuneration Committee Member
• To prepare the Audit Committee’s report and disclose the same in the 3.Mr. Rangsin Kritalug Nomination and Remuneration Committee Member
Company’s annual report 4.Mr. Kong Chi Keung Nomination and Remuneration Committee Member
5.Mr. Paisal Tarasansombat** Nomination and Remuneration Committee Member
• To review and provide an opinion on the internal audit plan and the
performance of the Internal Audit Office Remarks :
* Mr. Suchin Wanglee was appointed as the Acting Chairman of the Nomination and Remuneration
• To report to the Board of Directors if the Audit Committee discovers or Committee, with effective from 15 February 2021, and was appointed as the Chairman of the
Nomination and Remuneration Committee, with effective from 19 July 2021.
suspects that there is any transactions or acts which may materially affect the ** Mr. Paisal Tarasansombat was appointed as a member of the Nomination and Remuneration
Company’s financial conditions and operating results for further rectification
Committee, with effective from 25 March 2022.

• To assess the adequacy and effectiveness of the anti-fraudulent risk policy
and the risk management measures in countering fraud Duties and Responsibilities of the Nomination and Remuneration
Committee
• To review and update the Audit Committee Charter • To consider and provide an opinion on the Board of Directors’ structure

as well as to review the independency of each independent director
• To perform any other duties as assigned by the Board of Directors
• To determine the criteria and process in selecting a person for the position
More information on the structure, qualifications, term of office, and duties and of director
responsibilities of the Audit Committee can be found in the Audit Committee’s
Charter at https://www.btsgroup.co.th/u/en/2021/audit-committees-charter • To select a director who has qualifications in accordance with the specified
qualifications
Nomination and Remuneration Committee
The structure of the Nomination and Remuneration Committee consists of at • To consider the structure, amount, form and criteria for all types of
least 3 directors but shall not exceed 5 directors. The majority members shall appropriate remuneration for the Chairman of the Board of Directors,
be independent directors. directors and members of the subcommittees

As of 31 May 2022, the Nomination and Remuneration Committee consisted • To select the senior executives in the position of Chief Executive Officer,
of 5 members. Deputy Chief Executive Officer, and other Chief Officer positions