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 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 Nomination 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 Nomination 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 Nomination 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 Nomination 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 Nomination and Remuneration Committee