174 O N E R E P O R T 2 0 2 2 OVERVIEW BUSINESS OVERVIEW AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL INFORMATION SUSTAINABLE BUSINESS DEVELOPMENT In addition, the Chairman shall allocate sufficient time and allow shareholders to express their opinions equally as well as answer inquiries of shareholders’ appropriately and transparently. 4) To support and be a good role model in compliance with corporate governance and business ethics. The Company has clearly set scopes of duties and responsibilities for Board of Directors, Executive Chairman and the Chief Executive Officer, which can be found under “Scope of Duties and Responsibilities of the Board of Directors”, “Duties and Responsibilities of the Executive Chairman” and “Duties and Responsibilities of the Chief Executive Officer”. The Performance Assessment of the Board of Directors (GRI 2-18) Asia Aviation and its subsidiary have the Performance Assessment of the Board of Directors and sub-committee once a year by dividing into the Performance Assessment of the Board of Directors as a whole and the Self-Assessment of the Board of Directors on an individual basis, to be used as the framework in examining the performance of the Board of Directors and sub-committee including consideration reviewing performances, problems and obstructions incurred in the passed last year and it is the opportunity to consider contributing the time to perform the duties and also to improve the relationship between the Company’s Board of Directors and the Management while the annual assessment of the performance results of the Board of Directors and sub-committee shall be presented to the Board of Directors Meeting to give suggestions the benefit of the efficiency improvement and development of the performances of the Board of Directors to conform to the policy procedures set forth and to set up benchmark for comparing it with the performances with criteria and revealed in the annual report. As such, the Nomination and Remuneration Committee is responsible for reviewing performance assessment to be accurate, complete and comply with good corporate governance. Also the Committee have considered the results of the Director self-assessment in the past year as a reasonable criteria for the consideration of the remuneration of Directors. The Company Secretary summarises the results of the assessment and reports to the Nomination and Remuneration Committee in order to propose to the Board of Directors to further improve operational efficiency in more effective way. Development on Directors and Management The Board of Directors of Asia Aviation and subsidiary have a policy to enhance and accommodate the provision of training and knowledge for Directors and Management to administer the business of the Company effectively with the continuous improvement on operation. Directors and Management are encouraged to participate in valuable trainings that are beneficial to their performance, including training by state agencies or independent organisations, for example, Director Training by the Thai Institute of Directors that the SEC requires Directors of listed companies to participate at least in one programme, including the Directors Certification Program (DCP), Directors Accreditation Program (DAP) and the Audit Committee Program (ACP). In the case of a change in Directorship, the Company Secretary is assigned to assist in the preparation for the Director’s duties by coordinating in the following areas: 1) Collecting required information related to Directorship to ensure the compliance with applicable laws related to Directorship. 2) Preparing useful information for the new Director to perform his/her duties, for example, Articles of Association of the Company, Director’s Manual for Listed Companies, Operating Results, and Nature and Direction of Business. 3) Organising meetings or discussions between Chairman and Directors, and Management to acknowledge and inquire about the business operation of the Company and its subsidiary. Remuneration Policy and Criteria for Directors (GRI 2-19, GRI 2-20) Asia Aviation and subsidiary’s Board of Directors approves the criteria in consideration for Directors’ remuneration as follows: To determine remuneration for Directors, the Nomination and Remuneration Committee shall consider the following guideline: Remuneration Policy for Directors The Nomination and Remuneration Committee considers appropriate types, forms, and amount of the remuneration for Directors and sub-committee members, then the remuneration will be presented to the Board of Directors for consideration and proposed to the Annual General Meeting of Shareholders for approval every year. The determination of remuneration of Directors will be considered in comparison with the remuneration of Directors of leading companies in the stock exchange and other companies in the same industry or similar to the Company, along with their experience, duties, scope of roles, responsibilities, success in the performance, the performance assessment results of the Board of Directors and Company’s performance as well as other relevant environmental factors. Such remuneration must be at an appropriate level and sufficient to motivate and retain the Company’s qualified Directors. Remuneration of Directors and sub-committee members of Asia Aviation At the Annual General Meeting of Shareholders 2022, held on April 21, 2022, approved the resolution of the remuneration year 2022 for Directors and sub-committee members as follows ;
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