199 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 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, sub-committees and Senior Management 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’ consideration 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. Corporate Governance and Sustainability Committee Board of Directors Thai AirAsia has resolved to appoint the Corporate Governance and Sustainability Committee as of December 31, 2022, consisting of 4 members, one of whom is an independent director, 3 executive directors, with an independent director as the chairman of the committee as follows: Name Position 1. Mr. Vichate Tantiwanich Chairman of Corporate Governance and Sustainability Committee 2. Mr. Tassapon Bijleveld Corporate Governance and Sustainability Committee 3. Mr. Santisuk Klongchaiya Corporate Governance and Sustainability Committee 4. Mr. Phairat Pornpathananangoon Corporate Governance and Sustainability Committee Name Position 1. Mr. Tassapon Bijleveld Risk Management Committee Advisor 2. Mr. Santisuk Klongchaiya Chairman of Risk Management Committee 3. Mr. Phairat Pornpathananangoon Risk Management Committee 4. Sqn.Ldr. Damrong Phaspipatkul Risk Management Committee 5. Flt. Lt. Banyat Hansakul Risk Management Committee Termof Positions for Corporate Governance and Sustainability Committee Members of the Corporate Governance and Sustainability Committee serve a term of three years and are eligible for reappointment at the end of the term. Scope of Duties and Responsibilities of the Corporate Governance and Sustainability Committee 1. Decide and set policies, objectives, processes and budgets for sustainable development activities with consideration towards stakeholders. 2. Decide on activities relevant to sustainable development for submission to the Board of Directors for approval. 3. Decipher matters with an effect on the Company’s materiality accounting for stakeholders and in the interest of sustainable development. 4. Monitor and inspect activities in accordance with sustainable development policies and strategies, providing consultation and support towards achieving objectives 5. Report sustainable development operations to the Board ofDirectors, inspect andapprovesustainabledevelopment reports for submission to the Board of Directors. Risk Management Committee Asia Aviation has realised and attached its importance on the risk management in order that the management of the Company and its subsidiary are efficient and effective and to ensure every group of stakeholders. However, since Asia Aviation operating the business by holding shares in Thai AirAsia which is the subsidiary operating major business for the Company, consequently the risk management is rested with Thai AirAsia and the Risk Management Committee of Thai AirAsia was set up with the following details: The Risk Management Committee comprises of Executive Chairman, Chief Executive Officer and the Management from the major departments together with the Risk Management Unit to perform the risk management which may affect the operation as well as the risk from internal and external factors to keep it in proper balance level and acceptable by assessing and examining the result of the risk assessment from various departments including revising and presenting the planned policies related to the risk management annually. Thai AirAsia’s Risk Management Committee is as follows: Scope of Duties and Responsibilities of Risk Management Committee 1. Define risk management policies to cover all risks from business operations. Along with drive and inculcate a risk culture throughout the organisation by raising awareness of the importance of risk management to all staff. 2. Oversee, develop and monitor framework and procedures of risk management across the Company (including the identification, analysis, assessment, management, following up and reporting of risks) to all departments and business continuity management (covering risk assessment, business impact analysis, recovery strategy, business continuity plan and crisis management) to ensure effective continuance of business operations in the event of a disruptive incident. 3. Review and recommend changes as needed to both of the risk management and business continuity management, strategies, frameworks, policies and
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