Thai Oil Public Company Limited Nomination and Remuneration Committee Charter (Translation) 1
Page 1. Objectives 3 2. Composition and Qualifications 3 3. Membership Term of Office and Termination 3 4. Duties and Responsibilities 4 5. Meeting 5 6. Reporting 6 2
1. Objectives The Nomination and Remuneration Committee was established by Thaioil PLC s Board of Directors at the Board of Directors Meeting No. 8/2005 on 11 November 2005 with the purpose of having independent directors to provide support to the Board of Directors with respect to the consideration of the recruitment and selection process of the nomination of directors and senior management, and the recommendation of qualified candidates to the Board for consideration prior to nomination proposal at the Shareholders Meeting for further approval and appointment. The Nomination and Remuneration Committee also review the compensation package of directors and senior management for further recommendation to the Board of Directors. 2. Composition and Qualifications 2.1. The Nomination and Remuneration Committee shall consist of at least three directors, most of whom must be independent directors and not serve as Chairman of the Board or Chief Executive Officer. 2.2. Members of the Nomination and Remuneration Committee who are independent directors shall be independent according to the Company s good corporate governance principles. 2.3. Nomination and Remuneration Committee members are knowledgeable, with competence, work experience, as well as thorough understanding of qualifications, roles, and responsibilities of directors and executives, and are able to devote adequate time to their duties. 3. Appointment, Term of Office and Termination 3.1. Appointment of the Nomination and Remuneration Committee 3.1.1. The Board of Directors shall appoint Nomination and Remuneration Committee members. 3.1.2. The Nomination and Remuneration Committee members shall elect one independent director to take position as Chairman of the Nomination and Remuneration Committee. 3
3.1.3. The Company shall assign a staff member to serve as Secretary to the Nomination and Remuneration Committee with the approval of the Committee. 3.2. Term of Office - The term of office of each Nomination and Remuneration director is in compliance with the Board of Directors term of office. - In case of any Committee member s vacating the office or any unavailability before the expiration of his term of service, the Board must appoint another Nomination and Remuneration Committee member who is fully qualified to replace the resigning member, not later than 3 months as of the date of incomplete composition. To ensure the continuity in the operation of the Nomination and Remuneration Committee, the replacement member shall hold office for the remaining term of the member whom he/she replaces. 3.3. Termination 3.3.1. Term of office expires in the following circumstances: - No longer serves as the Company s director - Death - Resignation - Removal by a resolution by the Board of Directors 4. Duties and Responsibilities 4.1. Nomination 4.1.1. Define the procedure and criteria for director nomination. 4.1.2. Define qualifications for directors with a focus on skills, experience, specific capabilities beneficial to the company, and dedication of time and personal endeavor to perform as directors. 4.1.3. Search and select qualified experts for directors and nominate them to the board to seek approval for appointment from the annual general shareholders meeting. 4
4.1.4. Support minor shareholders nomination of qualified directors. 4.1.5. Deliberate the succession plan for the chief executive officer while reviewing the list of qualified and suitable persons annually. 4.1.6. Select directors who are qualified as committee members for the board s appointment in case of vacancies. 4.2. Remuneration 4.2.1. Make recommendation to the board on the organization structure and essential factors of the board s compensation annually. 4.2.2. Propose compensation criteria for the board in line with their responsibilities and the overall performance of the company. Such criteria must be attractive and adequate to retain competent, quality, and capable directors. The board must review the proposal before presenting to the annual general shareholders meeting for approval. 4.2.3. Conduct performance appraisal and decide the compensation for the chief executive officer. 5. Meetings 5.1. Number of meetings 5.1.1. The Nomination and Remuneration Committee shall hold at least 2 meetings a year or more as deemed appropriate by the Chairman of the Nomination and Remuneration Committee. 5.1.2. The Chairman of the Nomination and Remuneration Committee may convene a special meeting upon request by a Nomination and Remuneration Committee member or the Chairman of the Board of Directors to consider any critical issue. 5.2. Meeting participants 5.2.1. Not less than half of all Nomination and Remuneration Committee members shall participate in each meeting to 5
constitute a quorum. The Chairman of the Nomination and Remuneration Committee shall preside over a meeting. 5.2.2. If the Chairman of the Nomination and Remuneration Committee is absent, the attending committee members shall select a committee member to act as Chairman of the meeting. 5.2.3. The Nomination and Remuneration Committee s secretary or any designated person shall participate in every meeting. 5.3. Voting The Nomination and Remuneration Committee s resolution shall be passed by a majority vote. One member shall have one vote. In case of a tied vote, the Chairman of the meeting shall have the casting vote. 5.4. Minutes of meeting The Secretary to the Nomination and Remuneration Committee or any designated person shall be in charge of taking the minutes of the meeting. 6. Reporting The Nomination and Remuneration Committee shall report to the Board of Directors on the result of the meeting or other necessary matters at the following Board of Directors meeting. Announced on 26 February 2008 (Mr. Cherdpong Siriwit) Chairman of the Board Thai Oil Public Company Limited 6