52 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) The Board of Directors appoints Nomination and Remuneration Committee (NRC) consisting of five directors and independent directors, to serve the term in tandem with their directorship or as determined by the Board. NRC members must possess knowledge, expertise or experience in human resource management, particularly on capacity and skills advancement for directors and executives. The NRC prepares a succession plan of top executives, incentives and retention of talented employees. NRC members are expected to be up to speed with human resource trends and impartial when it comes to nomination and selection of candidates for directorship and top executive positions. The NRC’s duties include: • Consider the Company’s human resources policy and regulations, to be proposed to the Board of Directors. • Consider the structure, composition, and qualifications of the Board and its various Committees, as well as nomination of candidates for directorship in the event of vacancy due at terms end, and/or any other cases prior to submission to the Board of Directors. • Consider directors’ remuneration structure and that of the Personnel and subsidiaries for submission to the Board. • Consider the Company’s annual manpower plan, along with promotion, rotation, removal of executives the level of SEVP, EVP and Corporate Secretary for submission to the Board. • Draft Directors’ Knowledge and Skills Advancement Plan to strengthen performance of directors in the Board and its Committees and prepare an appropriate Board Skill Matrix. • Consider performance evaluation of the President, SEVP, EVP and Corporate Secretary. Nomination and Remuneration Committee
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