1. Nomination, Remuneration and Corporate Governance Committee shall consist of:
1.1 Mr. Anon Sirisaengtaksin Chairpersons
1.2 Dato' Robert Cheim Dau Meng Member and Alternate Chairperson
1.3 Mr.Chanmanu Sumawong Member
1.4 Head, Human Resources Management Division Secretary
2. Powers, Duties and Responsibilities
2.1 Nomination:
- To formulate policies, criteria and methods of nominating candidates as the Bank's directors or persons with management power (EVP upwards) for further proposal to the Board for consideration and approval, and to submit such policies, criteria and methods to the Bank of Thailand upon its request.
- To select and nominate names of qualified candidates for the following positions to the Board of Directors for approval:
a) Member of the Board of Directors,
b) Member of the Board of Directors appointed to sit at any board committee, and
c) EVP upwards
- To ensure that the size and composition of the Board of Directors is appropriate for the organization and the dynamic business environment. Board members shall possess appropriate expertise and experience.
- To disclose the nomination policy and process in the Bank's annual report.
- To consider the appointment and appropriate remuneration of the Bank subsidiaries' directors and recommend to the Board of Subsidiaries for approval.
2.2 Remuneration:
- To develop the policies on remuneration and other benefits payment, as well as remunerations and benefits for directors and persons with management power (EVP upwards) under clear, transparent criteria for proposal to the Board of Directors for consideration and approval, and to submit such policies to the Bank of Thailand upon its request. (Policies on remunerations, benefits and welfares shall cover every aspect of remunerations, including director fees, salaries, allowances, bonuses, as well as relevant options and benefits.)
- To ensure that directors and persons with management power (EVP upwards)'s remunerations are commensurate with their duties and responsibilities. Board members who take extra assignments should receive remunerations commensurate with their designated duties and responsibilities.
- To determine performance assessment criteria for board members and persons with management power (EVP upwards) for use in annual remuneration review, taking into account their responsibilities and relevant risks, as well as increase of shareholders' equity in a long run.
- To disclose the policy on remuneration determination and remunerations in various forms, and to prepare a report on remuneration determination that at least covers the objectives, activities and opinions of the Remuneration Committee in the Bank's annual report.
- To review the remuneration and compensation schemes for CIMB Thai employees in line with the industry practices and remuneration framework of the CIMB Group.
- To recommend the annual salary adjustments and bonuses framework for CIMB Thai Group to the Board of Directors for approval.
- To approve any staff benefits matter in the amount up to THB 50 million.
2.3 Corporate Governance:
- To review the Corporate Governance Policy and Codes of Conduct for directors and employees of the Bank to ensure consistency with the corporate governance criteria of relevant regulatory authorities, and to submit to the Board of Directors for approval.
- To approve corporate governance guidelines for relevant units to align with and present to the Board of Directors for acknowledgement on a yearly basis so as to enhance good corporate governance of the Bank.
2.4 The Board may assign any additional assignment to the Nomination, Remuneration and Corporate Governance Committee for consideration and approval.
3. By invitation
CIMB Group advisor(s) as approved by the Board of Directors.
4. Quorum
4.1 The Nomination, Remuneration and Corporate Governance Committee shall hold a meeting on a quarterly basis or as and when required.
4.2 Each meeting shall consist of at least one-half of total members present at the meeting to constitute a quorum, provided that Chairperson or Alternate Chairperson shall attend the meeting. The meeting can be held through electronic media in accordance with the criteria set forth above.
4.3 All resolutions shall be passed by the affirmative vote of a majority of the members. In case of a tie vote, a chairperson shall cast a deciding vote.
4.4 The resolution can be made in the form of circulation only on the condition of urgency and necessity and that having no such resolution may cause the damage to the Bank. The circulation resolution shall be passed by the affirmative vote of majority of the members and the Chairperson or Alternate Chairperson shall vote in favor of such resolution.
