Paul Heinz Hugentobler

Chairman of the Nomination and Compensation Committee


Dear Shareholders,

We are pleased to present the Annual Report of the Nomination and Compensation Committee for 2024, summarizing the committee's key activities, decisions, and recommendations in alignment with its charter.

Purpose

The Nomination and Compensation Committee plays a crucial role in the governance of Siam City Cement Public Company Limited, as stipulated in Article 13 of the Organizational Regulations. It oversees the recruitment, selection, compensation, benefits, and development of Board members, executives, and leadership positions within the company and its subsidiaries. The committee aims to align executive interests with those of shareholders while fostering the long-term success of the company.

Committee Composition

The committee consists of five members with diverse expertise across industries. During 2024, two members left their roles and one member was appointed:

  • Mr. Vanchai Tosomboon chose not to stand for re-election at the Annual General Meeting.
  • Mr. Stephen Patrick Gore resigned as Director and member of Nomination and Compensation Committee, effective August 19, 2024.
  • Dr. Subhak Siwaraksa was appointed as an Independent Director and member of Nomination and Compensation Committee and Governance Committee, effective November 29, 2024.

The committee convened seven meetings in 2024, with the Group CEO attending as a permanent invitee.

Nomination, Composition & Structure

The committee is responsible for recommending candidates for Board positions and key leadership roles within the company and its subsidiaries. This process involves a comprehensive evaluation of candidates’ skills, qualifications, leadership capabilities, and experience. In 2024, the committee endorsed 11 key leadership appointments, including:

  • Chief Executive Officer (Conwood Indonesia)
  • Chief Executive Officer (INSEE B.Grimm Solar)
  • Chief Financial Officer (INSEE B.Grimm Solar)
  • Chief Executive Officer (INSEE Ecocycle Thailand)
  • Ecocycle Director (Vietnam)
  • Manufacturing Director (Sri Lanka)
  • Vice President Finance (Thailand)
  • Chief Executive Officer (INSEE Digital Thailand)
  • Chief Executive Officer (Sri Lanka)
  • Chief Operating Officer (Sri Lanka)
  • Chief Executive Officer, Light Building Materials (Thailand)

Remuneration

The committee reviewed and endorsed initiatives related to executive compensation and benefits, including:

  1. Performance-Linked Bonus: Enhanced performance-based compensation to align with financial objectives and introduced "People Objectives" to drive strategic talent and succession planning.
  2. Revised Compensation Practices: Updated senior executive and local plus terms and conditions to align benefits with market practices in Thailand.

Management Development and Succession Planning

Leadership development and succession planning remained a priority. The committee worked closely with senior leaders to identify and nurture internal talent, ensuring smooth transitions in key roles. Succession planning discussions were held in three of the seven meetings covering developmental positions, emergency successors, succession plan both short and long term. Country CEOs, Thailand and Vietnam, were also invited to two sessions of NCC meeting to introduce their local talents to provide visibility and exposure to senior stakeholders, allowing the committee to assess internal capabilities.

Board Committees

The Nomination and Compensation Committee also reviewed the compositions of the Board Committees (AC, NCC, GC, IFC) to ensure that the functional expertise required for the respective committee meets international standards.

Conclusion

The Nomination and Compensation Committee is committed to maintaining high standards of corporate governance, fostering leadership development, and ensuring a robust organizational structure. These efforts position Siam City Cement Public Company Limited for sustainable success. We thank our shareholders for their continued support and look forward to serving the best interests of the company and its stakeholders.