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11. The Executive Committee shall have authority of sub-delegation. Moreover, the Executive Committee shall be able to designate any person to perform a particular works on their behalf. Such sub-delegation of authority and/or assignment must be under the scope of delegation of authority as per the given power of attorney and/or comply with regulations, requirements or orders specified by the Board of Directors. However, the delegation of authority and responsibilities of the Executive Committee shall not be made in the manner that the Executive Committee or other persons delegated by the Executive Committee enable to approve transaction, which they or others may have stake in, or receive benefit, or have conflicts of interest (as defined by the notifications of SEC or CMSB) with the Company or subsidiaries.
3. Nomination and Remuneration Committee
As of December 31, 2016, the Nomination and Remuneration Committee comprised two members and details of their meeting attendances were as follows:
Name
Position
Number of Attendances/ Number of Meetings (Time)
1. 2. 3.
Mr. Preecha Leelasithorn Mr. Soraj Asavaprapha* Mr. Kriengsak Thiennukul
Chairman of Nomination and Remuneration Committee 2/2 Member of Nomination and Remuneration Committee 2/2 Member of Nomination and Remuneration Committee 2/2
Miss Pitirudee Sirisamphan is the Secretary to the Nomination and Remuneration Committee.
* Mr. Soraj Asavaprapha resigned from the positions of director of the Company and member of all committees on December 2, 2016. The meeting of the Board of Directors No. 1/2017 has passed a resolution to appoint Mrs. Punnee Worawuthichongsathit to be Member of Nomination and Remuneration Committee for replacement. To this regard, Mrs. Punnee Worawuthichongsathit shall retain her office for the remaining term of the former member.
Term of Office of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee serves a term of two years since the appointment date. The retiring members of the Nomination and Remuneration Committee shall be re-elected.
Authority, Duties and Responsibilities of the Nomination and Remuneration Committee
1. To consider the policy and criteria on selection of qualified persons to be the Company’s directors and executives as well as to select persons and nominate names of qualified persons before proposing the meeting of the Board of Directors and/or the shareholder’s meeting to consider approval of the appointment of the Company’s directors and high-ranking executives.
2. ToconsiderrevisionofthepolicyandcriteriaonremunerationandbenefitsoftheCompany’sdirectorsand high-ranking executives.
3. ToadvisetheBoardofDirectorsaboutpresentationoftheremunerationofdirectorsandhigh-rankingexecutives to the meeting of the Board of Directors and/or the shareholders’ meeting in order to ask for their approval. The Board of Directors shall have authority to approve remuneration and benefits of high-ranking executives, while the shareholders’ meeting shall have authority to approve remuneration and benefits of the Board of Directors.
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