Nomination and Remuneration Committee

Nomination 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 committed to maintaining an effective and efficient management structure, ensuring that PTTEP continues to be recognized for Good Corporate Governance by its shareholders and stakeholders.

The establishment of the Nomination and Remuneration Committee is part of PTTEP’s Good Corporate Governance efforts, 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 Chief Executive Officer and to propose nominations to the Shareholders’ Meeting or Board of Directors’ Meeting, as applicable, 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, 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 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 Nomination 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 Nomination and Remuneration Committee.

4. Qualifications of the Committee Members

All committee members must qualify, with no prohibited characteristics, in accordance with the following criteria:

1. Being a Director and not PTTEP Chairman of the Board or Chief Executive Officer
2. Contribute adequate time to complete the Nomination 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 Nomination and Remuneration Committee has the duties and responsibilities as follows:

1. To select and nominate the name of individuals qualified to be Director, or Chief Executive Officer, when there is a vacancy, or to replace those whose term have expired, or Acting 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. Also, the Committee may consider the candidates from a Director’s pool provided by a trusted organization.
2. To consider the Chief Executive Officer’s succession plan and appropriate executive-level management’s development system to ensure candidate list with skills and qualifications in accordance with PTTEP’s target growth.
3. To consider the qualifications that are appropriate for being a director and necessary for conducting business in accordance with PTTEP’s strategy (Skill Matrix), and to determine the Target Skill Mix for selecting directors each year. This includes preparing a list of potential nominee directors, Chief Executive Officer, or Acting Chief Executive Officer in advance and/or when there is a director or Chief Executive Officer vacancy and submitting it for consideration to the Board’s or the Shareholders’ meetings, as applicable.
4. To consider annual Board Performance Target and annual Key Performance Indicator (KPIs) of the 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 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 growth and appropriate business changes.
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, and 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 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 Chief Executive Officer’s remuneration, the duties and responsibilities together with annual performance result shall be also taken into account.
9. To evaluate the performance of the Nomination and Remuneration Committee and report its performance to the Board Meeting and disclose to shareholders on an annual basis.
10. To review this Charter regularly to ensure its suitability and modernity at all times.
11. To perform other duties as may be assigned by the Board.

The Sub-Committees in items (4) and (5) refer to PTTEP Directors appointed as Standing Sub-Committees in accordance with PTTEP Articles of Association.

In order to perform its duties in accordance with this Article, the Nomination and Remuneration Committee may seek independent opinions from other professional advisors as deemed necessary. The Nomination and Remuneration Committee members may obtain the training and enhance their knowledge on matters related to the operations of the Nomination and Remuneration Committee, at the expense of PTTEP.

The Nomination and Remuneration Committee is directly responsible for its duties to the Board and the Board is responsible for all activities of PTTEP towards external parties.

6. Term of Service and Remuneration

The term of service of the Committee members is equivalent to the term of his/ her Director’s term.

If any Committee member vacates his office or is unavailable before the expiration of his/ her term of service, the Board must appoint a new Committee member to fill the vacancy not later than 3 months as of the date of the incomplete composition of the Nomination and Remuneration Committee.

Upon the expiration of the term of service as stated in paragraph 1, if there is no appointment of a new Committee member, the former member has to resume the position to perform his/ her duties until a new member of the Committee is appointed to replace him/ her.

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

In addition to term termination, the Nomination and Remuneration Committee members shall resign when it lacks qualifications or has prohibited characteristics as stated in Article 4.

The Nomination and Remuneration Committee shall receive the remuneration appropriate to its duties and responsibilities, as approved by the Shareholders’ Meeting, and PTTEP is required to disclose such remuneration in its annual report.

7. Meeting

The Nomination and Remuneration Committee shall meet at least twice a year.

The quorum for a Committee meeting shall 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 a chairman for the meeting.

The Meeting resolutions shall be made by a majority vote. Each Committee member shall have one vote. If the votes are equal, the Chairman shall have the casting vote as the deciding vote. However, the Committee secretary shall have no right to vote.

Any Committee member who has any personal interest or any conflict of interest in the matter under consideration shall inform the meeting and abstain from expressing an opinion and voting and leave the meeting room. An exception can be made if the other Committee members vote unanimously to allow such Committee member participating in clarifying information in the meeting for thorough consideration and decision-making but has no right to vote or make decisions on that matter.

The Nomination and Remuneration Committee has the authority to invite management or relevant persons or persons deemed appropriate to attend the meeting or request clarification, including the authority to request documents on related matters.

8. Reporting

The Nomination and Remuneration Committee shall regularly report the results of its meetings or any reports that it deems appropriate for the Board to be aware of to the Board.

9. Effective Date

This Charter shall come into effect from 20 December 2024 onwards.

The Nomination and Remuneration Committee Report

PTTEP’s Nomination and Remuneration Committee is an important tool or mechanism under PTTEP’s good corporate governance in selecting persons who are qualified to be nominated for election as directors or Chief Executive Officer. The selection method is based on principles and transparency. The work of the Committee also includes consideration of proposals for remuneration for members of the Board of Directors, members of sub-committees, and Chief Executive Officer (CEO), as well as salary structures for senior executives, based on fair and reasonable methods and criteria. PTTEP’s Board appointed the Nomination and Remuneration Committee which comprised four independent directors as follows: (1) Mr. Teerapong Wongsiwawilas, (2) Mr. Phongsthorn Thavisin, (3) Admiral Pogkrong Monthardpalin, and (4) General Nithi Chungcharoen

In 2024, the Nomination and Remuneration Committee held a total of nine meetings, and all Nomination and Remuneration Committee members attended every meeting. The summary of their undertakings is as follows:

1. Established the principles for evaluating the performance of the Board of Directors in 2024 (Board Performance Target), with key considerations including monitoring performance results against the Corporate KPIs to achieve established goals, adherence to good corporate governance practices, active participation of directors in meetings, engagement in training and self-development, and the overall performance evaluation of the Board of Directors by external parties, such as the Corporate Governance Survey Project of Listed Companies (CGR) conducted by the Thai Institute of Directors Association (IOD).
2. Evaluated the performance of the Board of Directors, sub-committees, and Chairman of the Board, including reviewing and improving the performance evaluation form to ensure it is clear and measurable based on established goals, as well as interpreting the results to develop an operational improvement plan with precision and efficiency, while adhering to the principles of good corporate governance for listed companies (CG Code) as stipulated by the Securities and Exchange Commission. Evaluation results were reported to the Board of Directors.
3. Reviewed and improved the criteria for the qualifications (Skill Matrix) of the Board and considered determining the Board Target Skill Mix to guide the selection of directors replacing those whose terms will expire in 2025 or under other circumstances. This approach aligns with the evolving business environments. In 2025, PTTEP will prioritize three key Skill Mix areas which are (1) Accounting, (2) Legal, and (3) Economics and Finance in order to support both E&P and Beyond E&P business operations, foster investment in new areas, and drive the development of advanced technologies to enable the development of new businesses, enhance the efficiency of current E&P operations, and strengthen compliance with laws and contracts to effectively manage legal risks.
4. Proposed candidates for the Board of Directors and sub-committees with appropriate qualifications based on the Skill Matrix to the Board when a vacancy arises, considering the Board’s composition, as well as the knowledge, skills, and experience beneficial to PTTEP. Also, the committee evaluated factors such as the number of other positions held by the candidate and any potential conflicts of interest. The committee provided shareholders, both major and minor, with the opportunity to nominate qualified individuals for directorship, ensuring equal treatment, fairness, and appropriateness in the selection process.
5. Determined the qualifications and criteria for selecting the organization’s leaders, developed, and formulated a succession plan for the organization’s leaders to support the organization’s sustainable growth, in line with the business situation and both short-term and long-term strategic plans. Moreover, the committee considered the criteria for evaluating and determining appropriate compensation for the CEO position.
6. Considered setting the remuneration for the Board of Directors and sub-committees at a level that is appropriate to their responsibilities, aligned with the Company’s strategic plans and long-term goals, and comparable to similar businesses within the same industry.
7. Considered the organization’s remuneration policy and salary structure to ensure alignment with business objectives, enabling effective implementation of the strategic plan.

The Nomination and Remuneration Committee has diligently performed its duties with prudence and independence, providing advice which is beneficial and appropriate to shareholders and stakeholders. The committee has also consistently reported its performance to the Board throughout 2024.

Teerapong Wongsiwawilas
(Mr. Teerapong Wongsiwawilas)
Chairman of the Nomination and Remuneration Committee