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Nomination and Remuneration Committee

General Chetta Thanajaro

Chairman of the Nomination and Remuneration Committee

Mr. Plew Trivisvavet

Nomination and Remuneration Committee Member

Mr. Vitoon Tejatussanasoontorn

Nomination and Remuneration Committee Member

Mr. Supong Chayutsahakij

Nomination and Remuneration Committee Member

Report of the Nomination and Remuneration Committee

The Board of Directors of Bangkok Expressway and Metro Public Company Limited appointed the Nomination and Remuneration Committee by having General Chetta Thanajaro as Chairman of the Nomination and Remuneration Committee, Mr. Plew Trivisvavet, Mr. Vitoon Tejatussanasoontorn and Mr. Supong Chayutsahakij as Nomination and Remuneration Committee Members, with the duties to nominate and consider remuneration for directors and Managing Directors to ensure transparency and fairness.

In 2017, there were a total of two Nomination and Remuneration Committee’s Meetings to consider various matters. The essence of the performance of duties can be summarized as follows:

  1. Considering and selecting qualified persons to hold the position of the Company’s directors in accordance with the Company’s criteria and procedures for nomination by:
    • Nominating persons to be appointed as directors to replace those directors who retire by rotation in the ordinary general meeting of shareholders.
      The Board of Directors considered the qualifications and roles in performance of duties in the previous year of directors who retired by rotation and proposed the 2017 Annual Ordinary General Meeting of Shareholders to re-appoint them for another term.
    • Nominating persons to be appointed as directors to replace those directors who vacate office.
      The Board of Directors considered the qualifications of persons to be nominated as the Company’s directors to replace two directors who vacate office, by proposing the Board of Directors’ Meeting to appoint persons having knowledge, ability and experience which would be beneficial to the Company, and having qualifications in line with that of directors in listed companies.
  2. Considering determining criteria on consideration of remuneration for directors and Managing Directors.
    The Board of Directors considered reviewing the criteria on consideration of remuneration for directors and Managing Directors and was of the opinion that the Company’s criteria remained appropriate.
  3. Considering determining remuneration for directors and proposing the same to the shareholders’ meeting for consideration and approval.
    The Board of Directors considered determining remuneration for directors for 2017 and was of the opinion that the criteria on consideration of remuneration for directors was appropriate for and in line with the scope of duties and responsibilities of each director; remuneration stayed at the same rate as that of the same industry to attract and retain knowledgeable and qualified directors to perform duties for the Company; elements of remuneration were clear, transparent and easy to understand, by proposing the same to the shareholders’ meeting for consideration and approval.

In conclusion, the Nomination and Remuneration Committee has fulfilled their duties as specified in the Nomination and Remuneration Committee’s Charter which has been approved by the Board of Directors, by employing their knowledge, ability with due care and independence as sufficient to provide the opinions and suggestions for the overall benefits of the Company.




(General Chetta Thanajaro)
Chairman of the Nomination and Remuneration Committee


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