The Board of Directors appoints the Nomination and Remuneration Committee to select and appoint directors and also holds the responsibility to consider criteria for determining appropriate remuneration for the Company’s directors and management before proposing them to the Board of Directors. The work of the Nomination and Remuneration Committee aims to create transparency in selecting directors and determining remuneration, based on corporate governance principles.

To ensure that the members of the Nomination and Remuneration Committee are aware of their roles and responsibilities and can completely perform their duties, the Board of Directors resolves to establish this Charter of the Nomination and Remuneration Committee.

1. Composition and qualifications

1.1 The Board of Directors shall appoint members of the Nomination and Remuneration Committee.

1.2 The members of the Nomination and Remuneration Committee must not be the Company’s executives. The Committee must consist of at least three members who have a good understanding of the roles, duties, and responsibilities of directors, and possess knowledge and experience in directors’ functions.

1.3 The Nomination and Remuneration Committee shall appoint a secretary. An executive who oversees remuneration for the Company’s top executives may be considered for this role.

2. Term of the position

A member of the Nomination and Remuneration Committee shall serve a term of three years (with one year starting from the date of the AGM that approves the appointment until the AGM in the following year). In case of a vacancy due to reasons other than term expiration, the Board of Directors shall appoint a qualified person as a replacement, whose term shall be equal to the remaining term of the predecessor. A member who has completed the term may be re-elected to ensure continuity of operations.

3. Scope of duties and responsibilities

The Nomination and Remuneration Committee holds the following responsibilities.

3.1 Determine policies, regulations and operational guidelines

3.1.1 Determine policies, criteria, and guidelines for the selection and nomination of the Company’s directors, sub-committee members, and top management officers, such as the Chief Executive Officer, Deputy Chief Executive Officer, and senior directors of the Company.

3.1.2 Determine policies, criteria, and guidelines for the selection and short-listing of qualified individuals to be directors or other equivalent positions at companies in which the Company holds at least 50% of the shares; and/or to select suitable persons from such companies to assume those positions.

3.1.3 Determine policies on remuneration and other benefits, as well as packages for directors, sub-committee members and top management members of the Company, including directors and equivalent positions at companies in which the Company holds at least 50% of the shares.

3.2 Select or nominate qualified individuals

The Committee shall select or nominate qualified individuals and propose such candidates to the Company’s Board of Directors for the following positions:

3.2.1 Directors

3.2.2 Members of sub-committees that report directly to the Board of Directors

3.2.3 Top management members, including the Chief Executive Officer, Deputy Chief Executive Officer, senior directors, as well as directors or other equivalent positions at any companies in which the Company holds at least 50% of the shares

3.3 Review remuneration details

The Nomination and Remuneration Committee shall ensure that the Company’s directors, sub-committee members, and management members (including the Chief Executive Officer, Deputy Chief Executive Officer and senior directors) receive appropriate remuneration packages in line with their responsibilities and the Company’s policies and criteria, benchmarked against companies in the same or similar industry. Any directors entrusted with greater responsibilities shall receive remuneration appropriate to their increased responsibilities.

3.4 Other duties and responsibilities

3.4.1 Ensure that the size and composition of the Company’s Board of Directors are suitable for the organization and adaptable to changing circumstances. The Board of Directors shall consist of individuals with knowledge, skills, abilities, and experience in various fields that benefit the Company’s corporate governance and business operations.

3.4.2 Set guidelines for appraising the performance of the Company’s directors and top management members, including the Chief Executive Officer, Deputy Chief Executive Officer, senior directors, as well as directors, in order to review their annual remuneration. The appraisal shall take into account their responsibilities and related risks, as well as the long-term value creation for shareholders.

3.4.3 Appraise the performance of the Company’s directors and the Chief Executive Officer.

3.4.4 Complete the succession plan for the Chief Executive Officer and consider approving succession plans for other top executive positions, such as the Deputy Chief Executive Officer and senior directors.

3.4.5 Disclose the policies and report the performance of the Nomination and Remuneration Committee, including remuneration details, in the Company’s annual report.

3.4.6 Seek opinions from independent advisers with specialized expertise, with expenses borne by the Company (for example, remuneration surveys for directors, the Nomination and Remuneration Committee, or top management members).

4. Meeting

4.1 The Nomination and Remuneration Committee shall hold meetings at least twice a year at appropriate intervals to ensure efficient operation.

4.2 The chairman may call a meeting upon request by a member or when deemed appropriate. The chairman shall approve the meeting agenda and preside over the meeting.

4.3 The Nomination and Remuneration Committee meeting must be attended by at least half of the members to constitute a quorum. In case the chairman is unable to perform his/her duty, the attending members shall appoint one member to chair the meeting. A resolution of the Nomination and Remuneration Committee shall be passed by a majority of votes of the members attending the meeting, each of whom has one vote. In case of a tie, the chair of the meeting shall have an additional casting vote.

5. Report

The Nomination and Remuneration Committee shall report its operational performance to the Company’s Board of Directors.