Report from the Nomination and Remuneration Committee
Report from the Nomination and Remuneration Committee
"The Nomination and Compensation Committee has carried out its duties with caution, transparency, fairness, and independence, providing straightforward and unbiased opinions."
Mr. Phongsuree Bunnag
Chairman of the Nomination and Remuneration Committee
Dear Shareholders of TVD Holdings Public Company Limited,
The Nomination and Remuneration Committee has performed its duties as assigned by the Board of Directors under the duties specified in the Nomination and Remuneration Committee Charter in determining the methods and criteria for selecting directors, managing directors, including selecting persons who should be nominated as new directors, determining the methods and criteria for paying remuneration and other benefits to the Board of Directors and subcommittees, considering and recommending the determination of annual remuneration and other benefits to the Chief Executive Officer in accordance with the duties, responsibilities, and quarterly performance evaluation criteria of the year according to various indicators, considering the budget for salary adjustments and quarterly bonuses, welfare, and other benefits of employees, executives of the Company, and subsidiaries. The indicators cover short-term and long-term goals, such as financial performance, total return on equity, and sustainability performance. In 2024, the Nomination and Remuneration Committee consisted of 5 members and held a total of 2 meetings. The details of the Nomination and Remuneration Committee’s meeting attendance are as follows:
Number of Meeting Attendances
Mr. Phongsuree Bunnag
Mr. Wirasack Wirojwattanakul
Mr. Vorasit Leelaaburanapong
Mr. Akkakit Maiket
Chairman of the Nomination and Remuneration Committee
Member of the Nomination and Remuneration Committee
Member of the Nomination and Remuneration Committee
Member of the Nomination and Remuneration Committee
2/2
2/2
2/2
2/2
The Nomination and Remuneration Committee has performed its duties in accordance with its responsibilities in considering criteria, guidelines and selection processes, including considering and determining appropriate remuneration for the Company's directors and subcommittees to be presented to the Board of Directors' meeting for consideration and approval before submitting it to the shareholders' meeting for consideration and approval on an annual basis, including considering the remuneration of the Company's senior executives to be presented to the Board of Directors' meeting for consideration and approval. In 2024, the Nomination and Remuneration Committee held 2 meetings to consider various matters and report the meeting results with opinions to the Board of Directors for consideration. The summary of the important points considered is as follows:
Consideration of the payment of the 4th quarter bonus of 2023 for employees of TVD Holdings Public Company Limited and its subsidiaries in accordance with the regulations and criteria for the payment of quarterly bonuses based on the results of employee performance evaluations and the Company's and its subsidiaries' performance.
Consideration and approval of the annual salary adjustment for 2024 for employees of TVD Holdings Public Company Limited and its subsidiaries in accordance with the regulations and criteria for annual salary adjustments based on the results of employee performance evaluations throughout the year and the Company's performance. and affiliated companies
Consider approving the bonus payment framework for 2024 for employees of TVD Holdings Public Company Limited and affiliated companies in order to comply with the regulations and criteria for quarterly bonus payments based on the results of employee performance evaluations and the performance of the Company and affiliated companies
Consider approving the adjustment of the minimum wage for employees of TVD Holdings Public Company Limited and affiliated companies in order to comply with the Ministry of Labor Announcement (No.2) dated January 12, 2024 on the Minimum Wage Rate B.E. 2567
Consider approving the appointment of senior executive positions as follows: Mr. Vorasit Leelaaburanapong as Chief Executive Officer of TVD Holdings Public Company Limited; Miss. Jiraporn Pinijnorachai as Acting of Chief Financial Officer and Acting of Company Secretary
Considering the budget for salary adjustments and annual bonuses, welfare, and other benefits for employees and senior executives of the Company and affiliated companies at an appropriate rate in line with the Company's performance Sufficient for the employees' and their families' living wage
Provide advice on human resource management and personnel development of the company
Review the charter of the Nomination and Remuneration Committee, which will not be revised in 2024 because the current charter is still complete and appropriate
Approve the organization charter and job titles of TVD Holdings Public Company Limited and its affiliated companies
The Nomination and Remuneration Committee has performed its assigned duties with care, transparency, fairness, and has provided opinions honestly and independently. In expressing opinions and casting votes, directors who have a stake in the matter under consideration are not present at the meeting and have no right to express opinions and vote on that matter, in accordance with the principles of good corporate governance, for the greatest benefit of shareholders, investors, and all stakeholders.