Duties and Responsibilities
- To determine procedures and criteria for nomination of PTT’s directors so as to ensure transparency.
- To select director nominees to fill vacancies (due to resignation or term completion) for the Board’s or the shareholders’ meeting’s consideration and appointment with due regard for the composition of the Board, expertise, competencies, and experience that would be useful to PTT in compliance with PTT’s Board Skill Matrix and the Director’s Pool of Ministry of Finance and IOD. Equally important, nominees must have no conflicts of interest with PTT. The qualifications of desirable directors must prove compatible with PTT’s business strategies.
- To appoint the suitably qualified directors to perform duty as Specific Committee, taking into account the compositions of committees in question, suitability, qualifications, knowledge, and competencies.Then, purpose the list to the Board for approval, except for the Nominating Committee which is being appointed directly by the Board.
- To possess direct responsibility to the Board through their specific areas. The Board is ultimately responsible for PTT’s business matters to all its stakeholders.
- Appraisal performance of the Nominating Committee and report to the Board of Directors in order to disclose in the Annual Report.
- To report the outcome of the performance of the Nominating Committee in the Annual Report.
- Hold at least two meetings a year.
- To consider and propose the employment, appointment, rotation or promotion of Executive Vice President or at equivalent and above level for the Board endorsement. Exception for the appointment of the Chief Audit Executive ,shall be proceed according to PTT Public Company Limited’s ordinance on the Audit Committee and Internal Audit Unit, B.E. 2021.
- To perform other Board-assigned tasks.
The procedures and criteria for nomination of directors
The appointment of Directors must be clear and transparent, with due regard for Board diversity, and without discrimination of gender, race, ethnicity, cultural background, or religious belief and the procedures and criteria for nomination of directors are as follow:
- The Committee determines the qualifications of the new directors ,without discrimination of gender, race, or religious belief, to ensure that they meet the criteria, qualifications as stipulated in the related laws/regulations as well as encourage the diversity of the board. The Committee also establishes the procedures for nominating qualified candidates.
- The Committee summarizes the results of the nomination process and presents a shortlist of qualified candidates for directorship along with supporting reasons to the board.
- The Board selects the candidates with appropriate qualifications from the list prepared by the Committee and submits the names of the selected candidate(s) to the shareholders’ meeting for approval. The list of candidate (s) shall be endorsed by The State Enterprise Policy Committee.
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