REPORT OF THE REMUNERATION AND NOMINATION COMMITTEE
To Shareholders of Univentures Public Company Limited,
The Remuneration and Nomination Committee of Univentures Public Company Limited (the “Company”) consists of four members, each with three-year tenure. They are appointed by the Board of Directors at its meeting. At the Company, the accounting period for Year 2017 ran from 1 January 2017 to 30 September 2017. Over the period, the Remuneration and Nomination Committee held two meetings to consider issues and make recommendations to the Board of Directors in line with the scope of duties and responsibilities assigned by the Board of Directors as defined in the Charter of Remuneration and Nomination Committee. Below are the attendance at the committee meetings:
Miss Potjanee Thanavaranit Chairman Meeting attendance 2/2
Mr. Thapana Sirivadhanabhakdi Member Meeting attendance 2/2
Mr. Panote Sirivadhanabhakdi Member Meeting attendance 2/2
Mr. Nararat Limnararat Member Meeting attendance 2/2
The Remuneration and Nomination Committee considered the nomination of persons qualified to serve in the Company’s Board of Directors at its meeting on Wednesday 26 April 2017 as the nomination would be an agenda at the Company’s 38th annual general meeting. The Company offered small shareholders opportunities to propose candidates via its website between 1 October 2016 and 31 December 2016. So far, no shareholder proposed a candidate. The Remuneration and Nomination Committee, as a result, resolved to recommend that directors who had completed their tenure be appointed for another term. The recommendation was accepted at the 38th annual general meeting in 2017.
The Remuneration and Nomination Committee considered the remuneration for the Board of Directors and Subcommittees for Year 2017 at its meeting on Wednesday 26 April 2017 as the issue would be an agenda at the Company’s 38th annual general meeting. The remuneration proposed was in line with responsibilities, performance as indicated in the Company’s operating results, and other relevant factors including the remuneration provided by firms of the same size or in the same industry. The remuneration proposal by the Remuneration and Nomination Committee was endorsed at the Company’s 38th annual general meeting.
The Remuneration and Nomination Committee approved the new period used for considering bonus for the Board of Directors for Year 2017, which in line with the new accounting cycle that ran from 1 January 2017 to 30 September 2017. The Remuneration and Nomination Committee gave opinions on the period used for evaluating the performance of the Company’s and its subsidiaries’ employees as well as executives for Year 2017, and also their salary-adjustment date in response to the change in accounting cycle. The opinions were presented to the Board of Directors. The Remuneration and Nomination Committee acknowledged the results of its performance evaluation as a group and also as individual member during the nine-month period ending 30 September 2017. The results are to be used to improve its performance in line with good corporate governance principle.
The Remuneration and Nomination Committee had performed the duties as assigned carefully and independently in nominating and specifying the remuneration for the Board of Directors and the Sub-committees as well as giving reasonable recommendations to the Board of Directors in accordance with good corporate governance mainly for the maximum benefits of the Company and all groups of stakeholders.
(Miss Potjanee Thanavaranit)
Chairman of the Board