193 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 Nomination and Remuneration Committee Asia Aviation’s Board has appointed of the Nomination and Remuneration Committee, which comprises of 3 committee members as follows: Name Position 1. Mr. Nuttawut Phowborom Chairman of Nomination and Remuneration Committee 2. Mr. Vichate Tantiwanich Nomination and Remuneration Committee 3. Mr. Veerayooth Bodharamik Nomination and Remuneration Committee Term of Positions for Nomination and Remuneration Committee Members of the Nomination and Remuneration Committee serve a term of three years and are eligible for reappointment at the end of the term. Scope of Authority and Responsibilities for Nomination 1. To determine the structure, size, and composition of the Board of Directors to be suitable for the organisation and its changing environment. 2. Determine guidelines and policies in nominating Board of Directors and sub-committee members and consider qualified candidates to replace those who are vacating the office, and propose the matter for approval by Board of Directors and/or Shareholders as the case may be. Information of Management Management Structure Executive Chairman Serves as Chairman of the Management and has responsibilities for administenring business direction and business policy in overall, while Executive Chirman is not in charge of overseeing the business operation and/or day-to-day management of the Company. Management, defined by the Notification of the Securities and Exchange Commission, means a Director, Manager or a person holding a Management-level-position of the first four ranking below the Manager, a person holding a position equivalent to the person holding a Management-level-position of the fourth ranking, including a person holding a Management-level-position in an accounting or finance department at the level of Manager of the department or higher or an equivalent position Executive Chairman Chief Executive Officer Chief Financial Officer 3. Nominate qualified candidates for Senior Management when the position is vacant. 4. Provide opportunity for minority shareholders to nominate candidates for the Company’s Directors by giving appropriate time frame prior to the Shareholders’ Meeting. 5. To perform of other tasks as assigned by the Board of Directors. Scope of Authority and Responsibilities for Remuneration 1. To determine criteria and the form of payment to the Board of Directors and sub-committees which are clear, appropriate and correspond to each person’s responsibilities and his/her performance in relation with the business operation, and other relevant factors, while taking into consideration remunerations provided by other leading companies in the Stock Exchange and companies in the same or similar industry. 2. To set up the guidelines and assessment of the performances of the Company’s Board of Directors and sub-committees to support the consideration to set up remuneration. 3. To determine appropriate remuneration for the Board of Directors and sub-committees for the Board of Directors’ considerations and propose to the Shareholders’ Meeting for approval. 4. To disclose the policy for the Board of Directors’ remuneration, including its principles, reasons, and objectives in the Annual Report. 5. To responsible for other tasks as assigned by the Board of Directors. Management Team As of December 31, 2022, the list of Asia Aviation’s Management team is as follows : Name Position 1. Mr. Tassapon Bijleveld Executive Chairman 2. Mr. Santisuk Klongchaiya Chief Executive Officer 3. Mr. Phairat Pornpathananangoon Chief Financial Officer Duties and Responsibilities of Executive Chairman Executive Chairman serves as Chairman of the Management and has responsibilities for management and business policy planning as assigned by the Board of Directors as follows: 1. To administer the Company’s overall direction, business policy as well as to determine and review management plans and strategic goals jointly with the Management to in line and correspondence with the economic and competitive conditions, and propose to the Company’s Board of Directors for approval. 2. To monitor implementation of the policy, direction, strategies, plans and administration to make sure the Company efficiently and effectively meet with the goals set forth,
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