REPORT OF THE REMUNERATION AND NOMINATION COMMITTEE
To Shareholders of Univentures Public Company Limited,
The Remuneration and Nomination Committee of Univentures Public Company Limited consists of 4 directors appointed by the Board of Director’s Meeting with the period in position for 3 years consisting of Miss Potjanee Thanavaranit as the Chairman of the Remuneration and Nomination Committee, Mr. Nararat Limnararat, Mr. Thapana Sirivadhanabhakdi, and Mr. Panote Sirivadhanabhakdi as committees.
In 2016, The Remuneration and Nomination Committee arranged 3 meetings; 2 regular meetings and one 1 special session, to consider and recommend the Board of Directors following the scope of duties and responsibilities assigned by the Board of Directors as defined in the Charter of Remuneration and Nomination Committee. The performance of duties can be summarized as follows.
Consider the nomination of qualified persons to be proposed to the Board of Directors and the Annual General Meeting of Shareholders for the year 2016. The Company provided opportunities for minority shareholders to nominate candidates as the Company’s directors from 1st October, 2015, to 31st December, 2015, but no shareholders nominated any person to be appointed as directors. Therefore, the Remuneration and Nomination Committee proposed to appoint the retiring directors by rotation for the year 2016 to resume in the position for another term. The shareholders' meeting had the resolution to appoint all directors as proposed. During the year, 1 new director was appointed to replace one resigned director through the Board of Director’s meeting since the term in position remained for more than 2 months. The newly appointed directors were fully qualified under the Public Limited Company Act and did not have prohibited characteristics as prescribed or defined by laws applicable to the company. They were also highly qualified without stakeholders or conflict of interest with the Company.
Consider the remuneration of the Board of Directors and the Sub-committees for the year 2016 to propose to the Board of Directors and the Shareholders' Meeting for approval considering appropriately to the responsibilities, success in performance linked to the turnovers, and other relevant environmental factors as well as comparing to the remuneration rates of other companies in the same industry or similar business size. The shareholders' meeting had the resolution to approve as proposed.
Consider the criteria for determining the annual salary increase rate of 2017 and the policy of annual bonus payment in 2016 to the management and employees of the Group together with the management to submit to the Board of Directors for approval. The rate of increase of salaries and bonuses of the Company was at reasonable rate in accordance with the Company's operational performance.
The Remuneration and Nomination Committee had performed the duties as assigned carefully and independently in Nomination and defining the remuneration for the Board of Directors and the Sub-committees as well as giving the recommendations reasonably to the Board of Directors according to the good corporate governance with the consideration on maximum benefits of the Company and all groups of stakeholders mainly.
(Miss Potjanee Thanavaranit)
Chairman of the Remuneration and Nomination Committee