Page 179 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.3 Corporate Governance Perfomance Report 177
Annual Report 2021/22

In addition, the following directors of the Company received remuneration Nomination of chief executive officer: The Nomination and Remuneration
comprising monthly remuneration, meeting allowance and bonus from the Committee shall select a candidate for the position of Chief Executive Officer
directorship position in the core subsidiaries of the Company. However, there in accordance with the selection criteria of the Company, by taking into
is no bonus payment for directors of Bangkok Mass Transit System Plc. and consideration the qualifications of the Deputy Chief Executive Officer and other
VGI Plc. in the past year. The remuneration details are as follows; Chief Officers within the organisation first. If there is no qualified candidate in
the organisation suitable for this position, the candidate shall be sought from
the external source. Such qualified candidate shall be further proposed to the
Remuneration
Director Subsidiaries Position Board of Directors for their consideration and appointment.
(THB)
Mr. Keeree Kanjanapas Bangkok Mass Transit System Plc. Chairman of the 960,000 Succession plan: The Board of Directors places importance on having an
Board of Directors
VGI Plc. Chairman of the 960,000 effective and efficient management as well as the continuance of its business
Board of Directors operations, which are essential factors to the sustainable growth of the
Mr. Surapong Laoha-Unya Bangkok Mass Transit System Plc. Director 480,000 organisation. Thus, the Company is required to prepare a succession plan for
VGI Plc. Director 480,000 the positions of the Chief Executive Officer, Deputy Chief Executive Officer,
and other senior executive positions, and to review the same from time to
Mr. Kavin Kanjanapas Bangkok Mass Transit System Plc. Director 480,000
time in order to ensure that there will be competent senior executives for the
VGI Plc. Director 480,000
succession of these key positions in the organisation.
Mr. Kong Chi Keung VGI Plc. Director 480,000
Governance of Subsidiaries and Associated Companies
• Non-monetary remuneration and other benefits: The Company, as the parent company, is responsible for governing and
-None- overseeing the business operations of the companies within the Group, sets
out governing policies and standards, defines directions and business goals
Directorship in non-BTS group companies: The Company has determined for the Group, as well as follows up on the implementation and compliance
a policy that each director can hold the directorship positions in other listed thereof on a regular basis. In this regard, the Board of Directors has the
companies besides BTS Group not more than 4 companies so that the directors authority to define the overall directions, business model, strategies, business
can devote their times to effectively perform their duties. plans, and financial budgets, as well as resources allocation, which are applied
to the Group on a consolidated basis. The Board of Directors also makes
The Chief Executive Officer should not hold any directorship position in non-BTS
Group companies, save for the exceptions stipulated by the Board of Directors. decisions on matters which are of major significance to the Group, for example,
investment or divestment, asset acquisition or disposal, business joint venture
Furthermore, the Company has determined a policy on directorship positions or termination thereof.
of senior executive of the Company in non-BTS Group companies to not more
than 5 companies, provided that a consent has been obtained from the Chief The investment policies in the Company’s subsidiaries and associated
Executive Officer. companies are as follows: