Page 346 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

Report of the Nomination and Remuneration Committee

To Shareholders,

In 2021, the Nomination and Remuneration Committee held four meetings and consistently reported its performance
to the Board of Directors for acknowledgement after each meeting, summarized below:

1. Considered the structure of the Board of Directors and the sub-committees, in terms of the composition and
the number of directors deemed as appropriate for the size, type and complexity of business as well as compared
it with other companies in the same or similar industry and acknowledged the 2021 Board diversity, comprising
the information on the number of independent directors, their gender, and Board Skill Matrix to be used for
the consideration of appointment of suitable directors with qualifications, knowledge, and capabilities that are
diverse and beneficial to the Company’s business operation.
2. Considered nominating suitable persons with qualifications, knowledge, experience, and expertise to be
directors and proposed them to the Board of Directors and the 2021 Annual General Meeting of Shareholders.
The Committee proposed the re-appointment of directors retiring by rotation in 2021 for another term, while
the shareholders’ meeting resolved to approve the appointment of all directors as proposed.
3. Considered nominating suitable persons with knowledge, experience, and expertise to replace the resigning
directors and proposed them to the Board of Directors for consideration and approval.
4. Considered nominating suitable persons with knowledge, experience, and expertise to be the Company’s senior
executives and proposed them to the Board of Directors for consideration and approval.
5. Considered the structure and determined the 2021 remuneration for the Board of Directors and
the sub-committees, comprising the Audit Committee, the Risk Policy Committee, and the Nomination and
Remuneration Committee, and then submitted it to the Board of Directors and the shareholders’ meeting for
consideration and approval, by taking into account their responsibilities and performance related to operating
results and other relevant factors earned and other relevant factors. The remuneration rates were compared
with those of other companies in the same or similar industry and approved by the shareholders’ meeting.
6. Considered the remuneration for executive directors and senior executives of the Company, using the fair and
reasonable criteria or methods, concerning the duties, responsibilities, and the annual performance, and then
presenting to the Board of Directors for approval.
7. Considered training and development plans for the Company’s directors and the sub-committees as in
accordance with the Company’s business and situation.
8. Considered and reviewed succession plans for the CEO and senior executive positions to ensure the Company’s
continued business operations, with CEO’s involvement in his involvement in the review and data presentation.
9. Considered the assessment criteria for the 2021 performance of the CEO and senior executive positions and
submitted them to the Board of Directors for approval.
10. Acknowledged and provided comments on the policy and practices of human resource management and
organizational management, including plans and operation in 2021, recruitment, turnover rate, and staff
development plan.
11. Reviewed the Nomination and Remuneration Committee Charter. In 2021, no amendment was made since
the current Charter was still complete and suitable for the situation.
12. Acknowledged the results and considered the 2021 self-assessment of the Committee to be used for enhancing
the performance of duties of the Committee according to the good corporate governance principles.

The Committee performed its duties with prudence and honesty, based on the responsibilities specified
in the Charter while adhering to the good corporate governance principles adequately and suitably for the balanced
and sustainable benefits of all stakeholders.

-Atchaka Sibunruang-
(Dr. Atchaka Sibunruang)
Chairman of the Nomination and Remuneration Committee
346 Annual Report 2021 (Form 56-1 One-Report)