Page 151 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.2 Corporate Governance Structure 149
Annual Report 2021/22

• To consider the performance evaluation criteria of the Chief Executive Officer Sustainability Committee
and propose the structure, amount and form of remuneration of the Chief The Board of Directors has appointed the Sustainability Committee on 16
Executive Officer, as well as determining and governing the performance November 2020 by broadening the scope of the Corporate Governance
evaluation, remuneration mechanism and welfare for all employees Committee to encapsulate sustainability principles and sustainability goals
of the organisation in addition to good corporate governance and corporate
• To prepare the director development plan in order to develop the knowledge social responsibility activities.
of the directors, including to determine the new director orientation guidelines

The Sustainability Committee shall consist of members who are either directors,
• To consider the appropriateness and conditions in offering new shares, senior management or external advisors with specialist knowledge and shall
warrants or other securities to the directors and employees be at least 4 members but shall not exceed 7 members.

• To report their performance to the Board of Directors and/or at the As of 31 May 2022, the Sustainability Committee consisted of 5 members.
shareholders’ meeting

• To conduct an evaluation of the performance of the Nomination and Name Position
Remuneration Committee on an annual basis
1. Mr. Keeree Kanjanapas Chairman of the Sustainability Committee

• To appoint the working group to assist the Nomination and Remuneration 2. Dr. Anat Arbhabhirama Sustainability Committee Member
Committee in performing their duties as well as to appoint the independent 3. Professor Charoen Wattanasin Sustainability Committee Member
expert consultants for providing advice and suggestions 4. Mr. Rangsin Kritalug Sustainability Committee Member
5. Mr. Daniel Ross Sustainability Committee Member
• To perform any other acts as assigned by the Board of Directors or as
stipulated by the laws
Duties and Responsibilities of the Sustainability Committee

More information on the structure, qualifications, term of office, and duties and • To establish, review and update the Sustainability Vision, Mission and
responsibilities of the Nomination and Remuneration Committee can be found Strategy of the Company
in the Nomination and Remuneration Committee’s Charter at https://www.
btsgroup.co.th/u/en/2021/nomination-and-remuneration-committees-charter • To develop and increase both internal and external stakeholder awareness
of sustainable practices and to review the Company’s Sustainability Report