Supporting Information for Agenda 6 : To consider the determination of remuneration for directors
March 12, 2024 at 07:20 am EDT
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Attachment 6
Supporting Information for Agenda 6: To consider the determination of remuneration for
directors
Criteria for Consideration of Remuneration for Directors
Article 15 of the Company's Articles of Association prescribes that directors are entitled to receive remuneration from the Company in the form of honorarium, meeting allowance, consideration, bonus or benefit in any other forms, in accordance with the Articles of Association or as may be approved by the meeting of shareholders, which may be a fixed amount or in accordance with the rules, and may be periodically fixed or permanently fixed until changed. Directors may receive allowance, welfare and per diem according to the Company's regulations.
The Company has considered granting proper remuneration for directors, with the criteria for consideration of remuneration for directors, as follows:
The remuneration is suitable and in line with the scope of the duties and responsibilities of each director, for instance, being the Chairman of the Board of Directors, Chairmen of the subcommittees and members of the Executive Board, Audit Committee and Nomination and Remuneration Committee, and Corporate Governance, Risk Management and Sustainable Development Committee, who will receive additional remuneration for such position.
The remuneration is at the same rate as that of the industry of same nature and sufficient to attract and maintain knowledgeable and capable directors, with efficient performance of duties for the Company.
The components of the remuneration are clear, transparent and easy to understand.
The remuneration shall be considered and scrutinized by the Nomination and Remuneration Committee.
In the preceding year, the 2023 Annual Ordinary General Meeting of Shareholders resolved to approve the remuneration for directors comprising bonus for director for 2022 in the amount not exceeding Baht 15.75 million and remuneration for directors for 2023 at the same rate as that of the previous year in the amount not exceeding Baht 18 million.
In considering the remuneration of directors in 2024, the Nomination and Remuneration Committee's Meeting No. 1/2024 on February 28, 2024 considered and deemed it appropriate to propose that the Board of Directors consider proposing the matter to the 2024 Annual Ordinary General Meeting of Shareholders consider determining the remuneration for directors, as follows:
Bonus for directors for 2023: This is an annual reward for directors in an amount that is contingent on the Company's operational results and the Board of Directors' performance in the preceding year. It was thus deemed it appropriate to determine bonus for directors for 2023 in the amount Baht 18 million;
Remuneration for directors for 2024comprised of annual remuneration and meeting allowance. It was deemed appropriate to determine the remuneration for directors for 2024 equal to the previous year, in the amount of Baht 18 million.
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Details of the remuneration are in the following forms:
Annual Remuneration:
This is an annual remuneration paid to directors for the performance of duties as directors, whereby the remuneration for directors will be in accordance with the period of time served in such position, and fixed for each year and paid quarterly, as per the following details:
(Baht/year/person)
Chairman
Member
Directors:
1,000,000
300,000
Executive Directors:
600,000
200,000
Audit Committee Members:
400,000
200,000
Nomination and Remuneration
200,000
100,000
Committee Members:
Corporate Governance, Risk
200,000
100,000
Management and Sustainable
Development Committee
Member:
Meeting Allowance:
This is a remuneration paid quarterly to directors based on their attendance in the meetings of the Board of Directors or subcommittees, as per the following details:
(Baht/meeting/person)
Meeting Allowance
Chairman of the Board of Directors
100,000
Board of Directors' Meetings
50,000
Subcommittees' Meetings
25,000
The Company does not grant any benefits to the directors other than such remuneration.
4. The Board of Directors' Meeting No. 1/2024 on February 28, 2024 resolved to approve the matter as proposed by the Nomination and Remuneration Committee, and it was then deemed appropriate to propose that the Shareholders' Meeting approve the remuneration for directors. The proposed remuneration includes:
Bonus for directors for 2023 in the amount of Baht 18 million;
Remuneration for directors for 2024 equal to the previous year in the amount of Baht 18 million
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Bangkok Expressway and Metro Public Company Limited is a Thailand-based company, which is engaged in the concession businesses for management and provision of the expressway and metro services, including commercial development relating to the expressway and metro systems. The Company operates through three segments: expressway business, rail business, commercial development business, and other. The expressway business segment is engaged in the construction and operation of the expressway. The rail business segment is engaged in the operation of the rapid transit system. The commercial development business segment is related to the rental of retail space, and the provision of advertising media services and telecommunication services inside and outside underground train stations and on expressways. The Companyâs subsidiaries include Northern Bangkok Expressway Company Limited and Bangkok Metro Networks Limited.