Ratchaburi Electricity Generating Holding PCL.
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skills and work experiences, which should benefit
their designated missions and the Company’s
overall operations to support the Company’s group
efficiency, effectiveness and growth. The Committee
is also responsible for both internal and external
recruitment.
Directors representing themajor shareholders,
EGAT, which has the right to nominate directors
according to its shareholding, has been appointed
after the same selection procedure. Background
and qualifications that are proper and necessary
in governing the Company’s business are taken
into consideration. The CEO, who is EGAT’s top
executive and seconded to work at the Company,
has also been nominated to the Human Resources
and Remuneration Committee for consideration and
screening prior to the Boardof Directors’ consideration
and/or the shareholders’ meeting consideration
according to the proper selection procedure.
10. Policy on Appointing Directors
and Executives to be Directors
and the Management of Other
Subsidiaries and Jointly-Controlled
Entities
The Company has established subsidiaries to
manage and operate designated missions as well
as invested in many companies. (Information about
subsidiaries and jointly-controlled entities are detailed
in theGeneral Information section.) To ensure that the
Management and supervision of all companies are
in line with the Company’s policy and to effectively
monitor and assess operational performance of
the subsidiaries and jointly-controlled entities, the
Company has a policy to appoint its directors and
executives to be directors and/or executives in
those companies. The appointment is approved
by the Board of Directors and those directors have
the responsibilities as stated in the Company’s
regulations on subsidiaries and jointly-controlled
entities supervision.
11.Remuneration for the Directors,
Executives and Employees
11.1 Policy and Criteria on Directors,
Executives and Employees’
Remuneration
The Board of Directors has formulated
the policy and criteria on remuneration of Directors
and high level executives in writing since 2005. This
enables the Company to ensure that remuneration
is based on clear, appropriate transparent, updated
and most current criteria and procedure as well as
the best benefits of the Company’s operations and
ability to attract and retain quality human resources.
Remuneration is linked to goals and performances
of the Company’s group, dependent on level of
designated responsibilities, comparable to the
remuneration offered by organizations in similar
industry and size, able to attract and inspire persons
with appropriate educational background, knowledge,
capability, skills and experience that enhance the
Company’s group’s success.
The Human Resources and Remuneration
Committee screens and proposes the remuneration
of the Company’s Directors and members of all
committees before seeking approval from the
Board of Directors and later from the annual general
shareholders’ meeting.
At present, Directors receive two types of
remunerations as follows :
1. Bonus – depending on the length of
directorship and on the attendance to the Board
of Directors’ meetings. When a Director holds
directorship more than one position in the Company
and its subsidiaries, the Director shall receive bonus
from the company that allocates the highest bonus
at that point in time.
2. The retainer for the Company’s Board of
Directors paid on monthly basis and divided into
two portions. The first 75 per cent is fixed and the
remaining 25 per cent is paid when the Director
