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Corporate Governance and Responsibility

PTT assigns high importance to good corporate governance and mechanisms of organizational management that are efficient, transparent, and effective, while also taking into account concerns related to stakeholder benefits. Corporate Governance Principles, the company's rules and regulations, are defined through the Corporate Governance, Ethical Standards and Code of Business Ethics Handbook.

Corporate Governance, Ethical Standards and Code of Business Ethics Handbook


PTT Board of Directors

PTT's Board of Directors plays an integral role in defining the organization's strategic plans, vision, action plans and annual budget as well as in determining its remuneration and risk management, including monitoring management performance and operational efficiency through careful screening. For the purposes of accountability and transparency, the role of the Chairman and CEO are separated, and PTT does not allow the Chairman to assume an executive position in the company – which has been PTT's practice since 2001. PTT restricts the number of directors on its Board at no less than 5 but not exceeding 15, and each director must have been nominated by the Nomination Committee. Each director is an expert in a particular field, and all have substantial experience as senior executives in major organizations from various professional fields considered necessary to provide PTT with balanced management. For example, PTT's directors are knowledgeable in areas such as the energy and petroleum sector, law and jurisprudence, and accounting and finance. The curriculum vitae and details of all directors can be found in the Annual Information Registration Statement (Form 56-1), in the Annual Report (Form 56-2), and on PTT's website.

PTT focuses on annually assessing the performance of the Board of Directors to ensure that Corporate Governance is carried out effectively and fairly, and aligns with the organization's Corporate Governance principles. Assessments are conducted both at the committee level and individual level (which include self-evaluation, peer evaluation and sub-committee evaluation) so as to review performance, issues, and obstacles that arose during the past year. Furthermore, assessment results are used to develop and enhance operations by improving the performance of PTT's Board of Directors. Results from the assessments are disclosed in the Annual Information Registration Statement (Form 56-1) and the Annual Report (Form 56-2). In addition, PTT's Board of Directors is evaluated by an independent assessor through the Ministry of Finance's Office of the State Enterprise Policy Office (SEPO) on an annual basis, as well as through the Thai Institute of Directors (IOD) every two years. As for Board remuneration, PTT's Remuneration Committee defines a fair and appropriate remuneration policy, and is responsible for reviewing the policy by considering factors as appropriateness, director responsibilities, the company's financial status, performance according to the PTT Performance Agreement (PA), and industry benchmarks.

For the President and Chief Executive Officer, the Remuneration Committee reviews annual remuneration by considering 2 factors, PTT's performance according to the Performance Agreement in the fiscal year, and capabilities in management and leadership. To ensure transparency and accountability, PTT discloses the criteria for determining the remuneration of its Board of Directors and executives in PTT's annual report, which is subject to data verification by an auditor and the company's audit committee. Remuneration for the Board of Directors is disclosed on an individual basis and for PTT Executives as a total amount.

PTT Board of Directors


Management

The Management is responsible for overseeing the company's business and daily activities, where the President and CEO is the top executive in charge of company management, as entrusted by the Board of Directors. The President and CEO must also strictly supervise company management in accordance with the work plan and budget approved by the Board of Directors, while demonstrating integrity and accountability, for the best interests of the company and its shareholders. Moreover, the President and CEO manages the company through the PTT Management Committee (PTTMC), which then appoints sub-committees to handle and manage internal affairs appropriately, with maximum efficiency and effectiveness.

Management remuneration is in line with the policies and criteria set by the Board of Directors, as well as those determined by the Ministry of Finance's Performance Agreement, covering economic, social, and environmental aspects. The President and CEO, as well as executives at all levels, jointly determine Key Performance Indicators (KPIs) each year to serve as guidelines for PTT's business direction and to evaluate performance.

PTT Executive


Total ​Remuneration Paid to Top Management in 2015

Remuneration (Bath)

President & CEO

Management

Total

Salary

​30,600,00.00

​26,014,080.00

​56,614,080.00

​Bonus

​9,610,000.00

13,007,040.00

22,617,040.00

Total

40,210,000.00​

​13,007,040.00

79,231,120.00