L.V. TECHNOLOGY Public Company Limited Annual Report 2011
Nomination and Remuneration Committee’s Report The Board of Directors of L.V. Technology Public Company Limited has attached particular importance to good corporate governance. To this end, the Board has appointed a Nomination and Remuneration Committee to be in charge of considering and laying down rules and procedures for the nomination of persons with suitable qualifications for appointment to the office of directors and managing director, as well as determining remunerations of members of Board of Directors and remuneration structure for high-ranking executives based on fair and reasonable criteria or method by which the resulted structure will suitably reflect duties, responsibilities, and working performance of each executive, be in line with the Company’s operating performance and comparable to other companies in the same industry. The results in relation to nomination and remuneration are to be submitted to the Board of Directors for approval. As of 31st December 2011, the Nomination and Remuneration Committee consisted of the following persons: 1. Mr. Vichai Tantikulananta Chairman of the Nomination and Remuneration Committee and Independent Director; 2. General Somchai Somprasong Member of the Nomination and Remuneration Committee and Independent Director; and 3. Mr. Hans Jorgen Nielsen Member of the Nomination and Remuneration Committee In 2011, the Nomination and Remuneration Committee met on 9 occasions in performance of entrusted duties, as may be summarised below: 1. Determining remunerations of members of the Company’s Board of Directors and other committees as well as bonus of the former. 2. Considering the re-appointment of 3 directors to fill the vacancies caused by the expiration of office, namely Mr. Vichai Tantikulananta, Mr. Harnrit Hansen and Mr. Poul Pedersen for another term; 3. Considering the appointment of General Somchai Somprasong as Independent Director and member of the Audit Committee; 4. Considering the appointment of Mr. Worayuth Termsricharoenporn as DMD Finance and Accounting (CFO); 5. Considering the appointment of General Somchai Somprasong as member of the Nomination and Remuneration Committee; 6. Considering the appointment of Miss. Pavichaya Udomratchaikul as DMD Project Management and the adjustment of Mr. Punya Kritiyawong’s position to be DMD Marketing; 7. Considering the appointment of Mr. Varun Chaudhary as director in replacement of Mr. Harnrit Hansen who resigned; 8. Considering the allocation of the Board of Director’s remuneration; 9. Considering and approving the amendment of Managing Director Employment Contract; and 10. Evaluating the Managing Director’s work performance. In this connection, details as to meeting attendances and remuneration of the directors for the year 2011 have been disclosed in detailed under sections “Management Structure: Remuneration of the Board of Directors and Executives” and “Board of Directors’ Meetings”.
Mr. Vichai Tantikulananta Chairman of the Nomination and Remuneration Committee
Published on Apr 11, 2012