Page 239 - THAILAND PRIVILEGE ANNUAL REPORT 2025
P. 239

Annual Report 2025

                    4.  Mr. Kittipong Rueangsaen        Secretary to the Committee
                    5.  Ms. Vassana Thangthong          Assistant Secretary to the Committee


                    Authority and Responsibilities
                    The Committee shall be responsible for recruiting and selecting qualified candidates possessing the
            knowledge, capabilities, and experience appropriate for the position of Deputy President of Thailand Privilege
            Card Co., Ltd. Candidates must possess qualifications and must not exhibit prohibited characteristics as prescribed
            under the State Enterprise Directors and Employees Qualification Standard Act B.E. 2518 (1975), as amended by
            subsequent revisions (No. 4) B.E. 2543 (2000), (No. 5), and (No. 6) B.E. 2550 (2007), as well as the Company’s Articles
            of Association and the Company’s Regulation on Recruitment and Selection for Employment B.E. 2568 (2025). The
            selection process shall be conducted with transparency and accountability. Upon identifying suitable candidate(s),
            the Committee shall propose the name(s) to the Board of Directors for consideration and approval. More than one
            qualified candidate may be nominated.
            4. Remuneration Policy for the Board of Directors and Subcommittees

                The Company determines monthly remuneration and meeting allowances for the Board of Directors and Board
            Committees/Subcommittees/Working Groups in accordance with the Cabinet Resolution dated 24 April 2019 and the
            resolution of the Extraordinary General Meeting of Shareholders No. 1/2023 held on 18 July 2023. The remuneration
            structure is aligned with the Company’s improved operating performance, which enabled the Company to eliminate
            accumulated losses ahead of target, and is intended to attract and retain qualified individuals to serve as directors
            in overseeing the Company’s operations. The approved remuneration details are as follows:

               4.1.  Monthly Remuneration of the Board of Directors
                    •  Chairperson of the Board:   THB 15,000 per month
                    •  Director:                THB 7,500 per month
               Remark: If a director serves for only part of a month, remuneration shall be paid on a pro-rata basis according
            to the actual period of service.


               4.2.  Board Meeting Allowance
                    •  Chairperson of the Board:   THB 18,750 per meeting
                      (25% higher than the director meeting allowance)
                    •  Director:                THB 15,000 per meeting
               Remark:  Meeting allowances shall be paid per meeting, normally limited to one meeting per month. In cases
                       where more than one meeting is held in a month, additional allowances may be paid; however, total
                       payments shall not exceed 15 meetings per year.

               4.3.  Meeting Allowances for Board Committees, Subcommittees, and Working Groups
                    3.1. Chairpersons / Committee Members / Working Group Members
                        •  Company Directors:   THB 9,375 per meeting
                        •  External Members:    THB 9,375 per meeting
               This rate is equivalent for both directors and external members and is set at 25% higher than the subcommittee
            member rate, calculated based on the Board meeting allowance.


                    3.2. Subcommittee Members / Committee Members / Working Group Members
                        •  Company Directors:   not exceeding THB 7,500 per meeting
                        •  External Members:    not exceeding THB 7,500 per meeting
               This rate equals 0.5 times the Board of Directors’ meeting allowance per meeting.
               Remark:  Directors or other members appointed to more than one subcommittee shall receive meeting allowances
                       for no more than two committees, with payment limited to one meeting per committee per month.
              Effective Date: This remuneration structure has been effective since 1 October 2023.
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