1. Nomination, Remuneration and Corporate Governance Committee shall consist of:
1.1 Mr. Anon Sirisaengtaksin Chairpersons
1.2 Tengku Azmil Zahruddin bin Raja Abdul Aziz Member and Alternate Chairman
1.3 Mr. Worapong Janyangyuen 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 – U2 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 – U2 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 the subsidiaries for approval.
Remark:
The Committee is guided by the following quantitative and qualitative criteria when assessing the suitability of Directors for nomination:
1) appropriate size and balance between Independent Directors, Non-Independent, Non-Executive Directors and Executive Directors;
2) skills, background and experience;
3) diversity, including but not limited to gender, nationality, cultural background and geographical provenance;
4) commitment to sustainability; and
5) any other criteria that the NRCC may deem fit.
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 – U2 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 the directors and persons with management power (EVP – U2 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 the Board members and persons with management power (EVP – U2 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 Nomination, Remuneration and Corporate Governance 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 to enhance good corporate governance of the Bank.
- To oversee the conduct of the annual review and assessment of the Board’s effectiveness.
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 Each meeting shall consist of at least one-half of total members present at the meeting to constitute a quorum, provided that the Chairperson or Alternate Chairperson shall attend the meeting.
4.2 All resolutions shall be passed by the affirmative vote of a majority of the members. In case of a tie vote, a chairman of the meeting shall cast a deciding vote.
4.3 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. Any agenda which has been passed by the circulation resolution shall be tabled to the next meeting for certification.
