About PTTEP

Nominating and Remuneration Committee Charter

Table of Contents

1.   Objectives
2.   Definition
3.   Appointment
4.   Qualifications of the Committee Members
5.   Duties and Responsibilities
6.   Term of Service and Remuneration
7.   Meeting
8.   Reporting
9.   Effective date

1.   Objectives

PTT Exploration and Production Public Company Limited (PTTEP) is determined to preserve an appropriately effective and efficient management structure, one that ensures PTTEP continues to be regarded as a Company with Good Corporate Governance by its shareholders and stakeholders.

The organizing of the Nominating and Remuneration Committee is a part of PTTEP’s Good Corporate Governance effort, which was approved by the Shareholders’ Meeting on 17 June 2020. This committee serves as an important tool to alleviate the Board’s and shareholders’ responsibility by helping to select appropriate candidates to be appointed as new Directors or President and Chief Executive Officer and to propose nominations to the Shareholders’ Meeting or Board of Directors’ Meeting, depending on the case, for further consideration. The Committee will formulate a transparent and standard selection process.  The Committee also recommends guidelines to determine the remuneration package of the Directors, Sub-Committee, President and Chief Executive Officer and the salary structure of Executives. The remuneration principles are established fairly and decently so as to propose at Shareholders’ Meeting for the Directors and Sub-Committee, and at the Board of Directors’ Meeting for President and Chief Executive Officer and Executives.

2.   Definition

In this Charter;           

“PTTEP” means PTT Exploration and Production Public Company Limited.
“Board” means Board of Directors of PTT Exploration and Production Public Company Limited

3.   Appointment

The Board appoints the Nominating and Remuneration Committee to compose of at least 3 PTTEP Directors, of which the majority of the Committee must be an independent director.

The Board will appoint one committee member who is independent director as the Chairman while the Head of the Corporate Secretary unit will be appointed as the Secretary of the Nominating and Remuneration Committee.

4.   Qualifications of the Committee Members

All committee members must qualify in accordance with the following criteria:

(1)   Being a Director and not PTTEP Chairman of the Board or President and Chief Executive Officer
(2)   Contribute adequate time to complete the Nominating and Remuneration Committee’s duties
(3)   Independent directors should possess independence qualifications as defined in Good Corporate Governance of PTTEP.

5.   Duties and Responsibilities

The Nominating and Remuneration Committee has the duties and responsibilities as follows:

(1)   To select and nominate the name of individuals qualified to be Director, President and Chief Executive Officer when there is a vacancy or to replace those whose term have expired, or Acting President and Chief Executive Officer when there is a vacancy and the nomination process is still under consideration, for election by the Board of Directors or by the shareholders in consideration with the Board composition, knowledge and capability and their experiences which is useful to PTTEP, the number of company they serve as a director, and their conflict of interest.

(2)   To consider the President and Chief Executive Officer’s succession plan and  appropriate executive-level management’s development system to ensure candidate list with skills and qualifications in accordance to PTTEP’s target growth.

(3)   To consider Skill Mix qualifications and prepare list of possible nominee directors, President and Chief Executive Officer, or Acting President and Chief Executive Officer in advance and/or when there is a director or President and Chief Executive Officer vacancy and submit it for consideration to the Board’s or the Shareholders’ meetings, depending on the case.

(4)   To consider annual Performance Target of the Board and annual Performance Agreement of the President and Chief Executive Officer and propose to the Board for consideration; and to set the Performance Evaluation Form of the Board, Chairman, Director, Sub-Committees and President and Chief Executive Officer.

(5)   To consider and propose qualified Directors to be a member and a chairman of a Sub-Committee to the Board for consideration when there is a vacancy or propose the restructuring of Sub-Committee to the Board for consideration as deem appropriate.

(6)   To consider organization restructuring to support the Company’s growth and changing business environment.

(7)   To consider remuneration package for Board and Sub-Committee with fair and reasonable principles in accordance with work performance, the company's performance, the practices guidelines of the industry, as well as related to the scope of duties and responsibilities. The Remuneration package of the Directors and Sub-Committee must be proposed at the Shareholders’ Meeting for approval.

(8)   To consider remuneration package of the President and Chief Executive Officer and salary structure of executives with fair and reasonable principles and propose at the Board Meeting for approval.  For consideration of the President and Chief Executive Officer’s remuneration, duties and responsibilities together with annual performance result shall be also taken into account.

(9)   To evaluate the performance of the Nominating and Remuneration Committee and report its performance to the Board Meeting and disclose to the shareholders every year.

(10)   To review this charter regularly for its appropriateness and up to date.

(11)   To perform other duties as may be assigned by the Board.

Sub-Committees in (4) and (5) mean PTTEP directors who have been appointed as Standing Sub-Committees according to PTTEP Articles of Association.

In order to perform its duties in accordance with Article 5, the Nominating and Remuneration Committee may seek independent opinion from other professional sources when it is deemed necessary, including in matters concerning the training and development of the committee members regarding necessary background related to the company’s activities.  PTTEP will be responsible for these expenses.

The Nominating and Remuneration Committee is directly responsible to the Board, while the responsibilities for all activities of PTTEP towards third persons are still vested in the entire Board.

6.   Term of Service and Remuneration

The term of service of the Committee members is equivalent to the director’s Board term.

If any Committee member vacates his office or is unavailable before the expiration of his term of service, the Board must appoint another Committee member, who is fully qualified, to fill the vacancy not later than 3 months as of the date of the incomplete composition of the Nominating and Remuneration Committee.

Upon the expiration of the term of service, if there is no appointment of a new Nominating and Remuneration Committee member, the original member has to resume the position to perform his duties until a new Committee member replaces him.

The retired Committee members may be re-appointed for another term.

Besides vacating office because of expiration of term of service, the Nominating and Remuneration Committee members must resign once they no longer possess qualifications as specified in Article 4.

Nominating and Remuneration Committee members will receive appropriate remuneration as approved at the Shareholders’ Meeting for their duties and responsibilities. PTTEP is required to disclose thus remuneration in its annual report as well.

7.   Meeting

The Nominating and Remuneration Committee will meet at least twice a year.

The quorum for a Committee meeting may not be less than half of the total number of Committee members. If the Chairman is absent, meeting members must select one Committee member to serve as Chairman for the meeting.

Meeting resolutions will be on majority vote.  Each Committee member has one vote.  If voting results in a tie, the Chairman will have the casting vote, to resolve the issue.  The Committee secretary cannot vote.

Any Committee member who has any personal interest or any conflict of interest in a matter being considered must inform the meeting and abstain from expressing an opinion and voting on the issue and leave the meeting room. An exception can be made if the other Committee members vote unanimously to allow such Committee member to stay in the meeting room to provide information on the issue so that the Board can deliberate on the issue thoroughly. However, such Committee member is not allowed to vote or make decision on the issue.

The Nominating and Remuneration Committee may invite management or parties to clarify any pertinent matters and has the power to request for the relevant documents.

8.   Reporting

The Nominating and Remuneration Committee must report to the Board the results of their meetings or forward any reports generated, so that the Board is kept regularly informed.

9.   Effective Date

This Charter has taken effect on 27 August 2020.

The Nominating and Remuneration Committee Report

PTTEP remains focused on conducting business under a strategic framework consisting of three key strategies being 1) Drive Value; by maximizing the value of E&P business, 2) Decarbonize; by reducing greenhouse gas emissions, and 3) Diversify; by expanding into new businesses to accommodate energy transition and sustainable growth by emphasizing on strengthening E&P business and securing energy security in Thailand. PTTEP aims to achieve its goals on greenhouse gas reduction through EP Net Zero 2050 concept and places importance on investment in Beyond E&P business to be congruent with the changing business situations. PTTEP’s Board of Directors designated the Nominating and Remuneration Committee which comprises at least 3 directors, most of whom are independent directors, to ensure organization readiness, effective organization restructuring, and nomination of directors who are qualified, knowledgeable, and experienced with a skill set that is beneficial to PTTEP business including nomination of the Company’s leaders and development of executives’ competencies to provide long-term competitiveness.

The Nominating and Remuneration Committee convened 8 times in 2023. Their outcomes can be summarized as follows:

1)	Considered the principles for 2023 Board Performance Target in which the Board shall focus on monitoring and providing feedback to best achieve PTTEP’s Corporate Key Performance Index (Corporate KPIs) and comply with the good corporate governance principles as well as monitoring meeting attendance of directors and measuring stakeholders’ perspectives towards the Company such as the Corporate Governance Report of Thai listed companies (CGR) by the Thai Institute of Directors (IOD).
2)	Effectively considered appropriate assessment method to assess the performance of the Board of Directors, Sub-Committees, and the Chairman, including revising and improving assessment forms to align with the Corporate Governance Code (CG Code) of the Securities and Exchange Commission (SEC) and the guideline on development of assessment form as per Board Toolkit of IOD, by taking into account practices of other leading companies. The result of the assessment was reported to the Board of Directors.
3)	Revisited and improved Board Skill Mix criteria for PTTEP Directors and set Board Target Skill Mix for nominees in replacement of the directors who are due to retire by rotation in 2024 to align with the changing business environment and situations. PTTEP set Board Target Skill Mix for 2024 in 3 areas which are International Market and Collaborations, Innovation and Technology, and Legal to support PTTEP business in both E&P and Beyond E&P areas, investment in new projects, and development of advanced technology that leads to development of new technologies and enhancement of existing technologies currently being used to support E&P business as well as promoting greater level of prudence in ensuring legal and contractual compliance to properly manage legal risks.
4)	Screened and provided comments on important matters before proposing to the Board of Directors, such as organization restructuring, work process improvement, and human resource management to support long-term corporate growth.
5)	Nominated to the Board of Directors suitable and qualified candidates with appropriate Skill Mix to be elected as directors and sub-committee members when positions were vacated, with due consideration on Board composition, competency, and experiences that are useful to PTTEP including the number of companies they were serving and potential conflicts of interest. The Nominating and Remuneration Committee also reviewed the principles allowing shareholders to nominate qualified director nominees in accordance with the Company’s Target Skill Mix for consideration by the Board of Directors and subsequently by the Annual General Shareholders’ Meeting so that major and minor shareholders are treated fairly, equally, and suitably.
6)	Considered prescribing qualifications and selection criteria for candidates to be nominated as the Company’s leader and developed an appropriate succession plan for the Company’s leader and executives to accommodate sustainable growth and to align with business environment and corporate strategy both short term and long term as well as considering CEO’s performance appraisal and remuneration as appropriate.
7)	Considered the remuneration policy and criteria for the Board of Directors and Sub-Committee members to ensure that the remuneration is suitable with their responsibilities and consistent with long-term corporate strategy and goals as well as being comparable to other companies in the same industry.
8)	Considered the remuneration policy and salary structure of the Company in alignment with the Company’s business to accommodate effective execution of corporate strategy.

The Nominating and Remuneration Committee prudently and freely executed their duties to the best of their ability by providing comments for the best interest of all shareholders and stakeholders. The results of all meetings were regularly reported to the Board of Directors throughout 2023.


   Teerapong Wongsiwawilas
(Mr. Teerapong Wongsiwawilas)

Chairman of the Nominating and Remuneration Committee