2) Take into consideration the qualifications of Directors and high-level executives as well as the qualifications of Independent Directors, the information of which shall be submitted to the Company’s Board of Directors for consideration. 3) Take into consideration the nomination of persons with appropriate qualifications and also check the qualifications against the requirements imposed by the regulating agencies concerned and the notifications issued by the Company. As well, propose names of appropriate candidates to the Board of Directors or the meeting of shareholders, as the case may be, for appointment as Directors and high-level executives. 4) Ensure that the Company has the structure, composition, qualifications and size of the Board of Directors which are not only in line with the requirements specified by the Board but also with the changing environments. 5) Make succession plans for the positions of the Chief Executive Officer and high-level executives. 6) Annually review the policies and requirements related to the nomination and qualifications of Directors and high-level executives. 7) Make plans for training and developing Directors on a continuous basis. 3. Determination of Remuneration of Directors and High-level Executives 1) Take into consideration the policies and guidelines in relation to remuneration and other benefits of Directors and high-level executives of the Company and Thanachart Group’s member companies, ensuring that the remuneration reflects the objectives, duties, responsibilities and related risks. The information shall be submitted to the Board of Directors for consideration. 2) Take into consideration appropriate formats and guidelines for the remuneration, ensuring that it is fair when compared with the duties and responsibilities of the Directors and high-level executives. 3) Take into consideration the annual performance allowance of the Directors and high-level executives in management and propose them to the Board of Directors for consideration. 4) Establish guidelines for appraising the performance of the Directors and high-level executives, taking into account the duties, responsibilities and related risks as well as the importance of adding value to shareholders’ equity in the long term. 5) Annually review the formats and guidelines for remuneration and other benefits of the Directors and high-level executives. 4. Good Corporate Governance 1) Review and propose amendments to the Corporate Governance Policy, the Code of Ethics, regulations and practice guidelines of Thanachart Group. 2) Monitor the implementation of the Corporate Governance Policy, the Code of Ethics, corporate governance practice guidelines of Thanachart Group. 3) Propose desirable practices or regulations for the Board of Directors and the sub-committee. 4) Consider results of the evaluation of the Company’s corporate governance practices, which is carried out by an outside organization and propose recommendations to the Board of Directors. 5) Foster the spread of a good corporate governance culture and participate in the Company’s sustainability development. 6) Monitor the adequacy of the Company’s disclosure of information related to corporate governance and sustainability development. 166
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