175 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 Monetary Remuneration • Each Director shall receive the monthly remuneration of Baht 80,000 and Baht 80,000 allowance for each meeting attendance. If there is more than one meeting, each Director shall receive only Baht 80,000 allowance in the month. The Chairman of the Board of Directors shall receive the monthly remuneration of Baht 100,000 and Baht 100,000 allowance for each meeting attendance. If there is more than one meeting, the Chairman shall receive only Baht 100,000 allowance in the month. • The monthly remuneration for the Audit Committee (in addition to the remuneration as the Directors) shall be Baht 80,000. The Chairman of the Audit Committee shall receive the monthly remuneration of Baht 100,000. • Upon being appointed by the Board of Directors or the Chairman of the Board to a committee, a sub-committee or a working group, the said Director shall receive an additional remuneration as the meeting allowance for Baht 40,000 per meeting attendance. If there is more than one meeting, each Director shall receive only Baht 40,000 allowance in the month. • The Board of Directors shall receive the bonus for 0.5% of the dividend and the allocation shall be as specified by the Board of Directors. Other Remunerations Ticket Benefits Each Director of Asia Aviation (and his/her family members, meaning spouse and legitimate children) is entitled to one free round-trip ticket for any destination per month, in total twelve tickets in one year with terms and conditions of the Company’s Policy. The Directors are entitled to the said benefit only while they are serving their office terms as the Directors of Asia Aviation. Nonetheless, Executive Directors shall not receive any remuneration as members of the Board or sub-committee. Remuneration of Directors and sub-committee members for Thai AirAsia At the Annual General Meeting of Shareholders 2022, held on April 21, 2022 the resolution was to approve the remuneration for Directors and sub-committee members as follows: Monetary Remuneration • Each Director shall receive Baht 80,000 allowance for each meeting attendance. The Chairman of the Board of Directors shall receive Baht 100,000 allowance for each meeting attendance. • Members of the Audit Committee receive a meeting allowance equivalent to that of meeting allowance of Board members. • Upon being appointed by the Board of Directors or the Chairman of the Board to a committee, a sub-committee or a working group, the said Director shall receive an additional remuneration as the meeting allowance for Baht 40,000 per meeting attendance. If there is more than one meeting, each Director shall receive only Baht 40,000 allowance in the month. Nonetheless, Executive Directors shall not receive any remuneration as members of the Board or sub-committee. The Remuneration Policy of the Senior Management Determining the remuneration for the Senior Management has been set up at Thai AirAsia, a subsidiary which operates the Company’s major business for which the structure of remuneration of the Senior Management comprises the fixed remuneration such as salary, fuel cost, telephone cost, car expense and cost of variations such as bonus depending on the performance of the subsidiary whereas the subsidiary will perform the annual assessment of the performance of the Senior Management annually while the Company’s Board of Directors together with the Nomination and Remuneration Committee shall consider the result of assessment to support consideration for approval of the annual remuneration based on the performance of the business operation, the operation under the policies assigned according to the overall economical and social situation as well as managing the remuneration to be able to compete and maintain the Senior Management equipped with knowledge and abilities to continue working with the Company and perform the duties for the Company. Determination of remuneration and consideration of remuneration rates for the Senior Management Thai AirAsia considers remuneration for the Senior Management based on fairness and appropriateness in accordance with the Company’s performance and performance of each Management, comparing with remuneration rates in other companies in the same industry or similar business with the Company. Survey results and industry and professional comparisons are taken into account annually to review salary pay scale and annual salary adjustment principles. Key performance indicators (KPI) To reflect responsibilities, performance success linked to business operation results and other relevant environmental factors, the Company has set the following indicators: • CASK, RASK, Ancillary Sales • Safety & Regularity, On-Time-Performance, Load Factor, Aircraft Utilisation • Net Promoter Score Survey • Social and environmental performance. Succession Plan The Board of Directors of Thai AirAsia has established succession plans for positions of Chief Executive Officer and Senior Management by evaluating and analysing the potential and performance of qualified candidates to set the individual plan for development training and management learning in order to prepare the replacement of important positions in case of resignation or retirement
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