Dear Shareholders,

We are pleased to present the Annual Report of the Nomination and Compensation Committee for the year 2023. This report provides an overview of the committee's activities, key decisions, and recommendations according to the Charter of the Nomination and Compensation Committee.

In 2023, the Nomination and Compensation Committee convened a total of seven meetings, with attendance by all members in the first four meetings and four out of five members in the last three meetings, as one member of the NCC has been unable to attend the meetings due to his medical condition following a severe vehicular accident, although he has continued to receive information circulated within the Nomination and Compensation Committee and contribute to its decision-making processes during this time.

Purpose:

The Nomination and Compensation Committee is an integral part of the governance structure of Siam City Cement Public Company Limited, under the virtue of Article 13 of the Organizational Regulations, responsible for matters concerning the members of the Board and the Executives of the company and its subsidiaries, from the recruitment and selection, overall compensations and benefits as well as development of qualified talents and successors of key leadership positions. The committee's objective is to align the interests of executives with those of shareholders and promote the long-term success of the company.

Composition of the Committee:

The Nomination and Compensation Committee is comprised of five members, each bringing functional experience and various industrial expertise. The committee held seven meetings during 2023, with attendance of a permanent invitee, Group CEO.

Nomination, Composition & Structure:

The committee is responsible for recommending qualified individuals to serve as board of directors of the company and key leadership positions of the company and its subsidiaries. The nomination process involves a comprehensive assessment of the skills, qualifications, leadership traits and experience of potential candidates. This year, 11 key leadership appointments have been endorsed by the committee including

  • Chief Performance Officer
  • Chief Financial Officer (Siam City Cement (Lanka) Limited)
  • Head of Group Controlling
  • Chief Financial Officer (PT Conwood Indonesia)
  • Group HR Function Lead
  • Human Resources Director (Siam City Cement (Vietnam) Limited)
  • Senior Vice President, People & Organizational Performance
  • Chief People Officer (Siam City Cement (Lanka) Limited)
  • Commercial Director (Siam City Cement (Bangladesh) Limited)
  • Commercial Director (Siam City Cement (Lanka) Limited)
  • Acting CEO (PT Conwood Indonesia)

Remuneration:

The committee reviewed and endorsed key initiatives related to executive compensation and overall compensation and benefit practices for the Group include:

  1. Performance Linked Bonus: The committee enhanced performance-based compensation to drive financial objectives
  2. Executive benefit review
  3. Severance pay practice on restructuring case

Management Development and Succession Planning:

Succession planning and leadership development remains a key focus of the committee. The Committee collaborated with Senior Leaders of operating companies to identify and develop internal talent, ensuring a smooth transition in case of key executive retirements or departures. In total three out of seven NCC meeting covers leadership succession of the company and its subsidiaries. In addition, the committee endorsed the Outperformer program, aiming to bring in mid-career talents to strengthen future leadership succession.

In conclusion, the Nomination and Compensation Committee remains dedicated to upholding the highest standards of corporate governance, building effective organization, developing healthy leadership pipeline and ensuring that Siam City Cement Public Company Limited is well-positioned for sustained success. We appreciate the support and engagement of our shareholders and look forward to continuing to serve the best interests of the company and its stakeholders.

Paul Heinz Hugentobler
Chairman of the Nomination and Compensation Committee