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Executives Compensation and Ownership

CEOs & Executive Performance and KPIs

GC evaluates the performance of Chief Executive Officer & President (CEO), Executives and Employees annually using Corporate Key Performance Indicator (KPI). The performance is assessed based on: Initiatives (70%), which support corporate KPIs and special assignments and core behavior (30%), which is evaluated based on four core behaviors of GC-SPIRIT. These four core behaviors foster employee behaviors to support company’s sustainability performance.

These four core behaviors foster employee behaviors to support company’s sustainability performance.

2017 - 2027 Corporate KPI
(Long-term Performance Metrics)		 CEO and President Executives Employees
1. Step CHANGE Strengthen Competitiveness
2. Step OUT Leader in Global petrochemical industry
3. Step UP Sustainability Role Model (Global & Local)
4. Enabler Strengthen internal drivers for efficient business operation

GC has set short-term and long-term KPIs, in line with the corporate indicator index 2017-2027, as evaluation criteria to assess the performance of CEO and top Executives. The KPIs are inclusive of financial return performance indicators (e.g. EBITDA, Net Profit, Return on Invested Capital: ROIC, etc.). GC has also monitored relative financial metrics (e.g. Dividend, Dividend per share, Total Shareholder Return (TSR), Tobins Q/Q ratio, key behavioral and personal performance indicators, etc.), external perception performance indicators (e.g. social satisfaction rate, etc.), environmental performance indicators (e.g. energy efficiency, GHG emissions reduction, etc.), and social performance indicators (e.g. Process Safety Event – Tier 1, etc.).

The success of these KPIs is reflected in short-term and long-term remunerations for CEO and top executives which GC has transparency and reasonable process to determine their compensation. The short-term remuneration comprises salary, bonus and other benefits. The long-term remuneration (e.g. bonus based on long-term performance, etc.) will be awarded to the CEO and top executives, based on their performance over a four years vesting period.

Executive Compensation

GC discloses the fixed and variable compensation of the CEO and top executives in the below table.

2022 Executive Compensation Executives
CEO and President Other Top Executives1
(4 persons excluding CEO)
Salary (THB) 12,454,000 34,832,000
Bonus (THB) 8,827,000 16,739,000
Provident Fund (THB) 1,179,000 4,787,000
TOTAL (THB) 22,460,000 56,358,000

Note:

  1. GC’s Top Executives consists of 1) Chief Operating Officer - Value Added Products 2) Chief Operating Officer - Base and Intermediate Chemicals 3) Chief Operating Officer - Center of Excellence, and 4) Chief Operating Officer - International Business.

Furthermore, GC discloses the mean and median of the annual compensation of all employees and the ratio between the mean and median employee compensation and the total annual compensation of the CEO in the table below

Employee Compensation (in THB) Median Employee Compensation Mean Employee Compensation
Median/mean annual compensation of all employees, except the CEO 989,017.63 1,160,163.47
Ratio of the mean or median employee compensation and the total annual compensation of the CEO 23 19

GC applies clawback provision, which is referred from Section 85 of the Limited Public Company Act B.E.2535 (1992) and Section 89/7 and 281/2 of the Securities and Exchange Act B.E. 2535 (1992). The Act has stipulated that the executives shall perform their duties with full responsibility, strictly comply with the laws, the company’s objectives and articles of association, and respond to the board’s and shareholders' resolutions throughout the business operation. In case any director or executive fails to perform their duties and is involved in misconduct according to these Sections, they will be required to return their bonus and compensation and may be subject to civil penalty and/or criminal punishment.

Stocks Holding of Executives

GC clearly incorporates good practices of management ownership for the board and top executives into the Corporate Governance and Business Code of Conduct Handbook, in order to allow our CEO and top executives to own stocks of the company in compliance with laws and other regulations. The management ownership will create a long-term benefit, which includes creating motivation for executives to effectively drive the organization towards goal’s achievement as well as to raise a corporate loyalty. CEO and top executives must strictly comply with best practices on stock trading as stipulated by the Securities and Exchange Commission (SEC) by not using internal non-public information to facilitate his/her stock trading (insider trading). Additionally, they must not disclose internal non-public information to others for the benefit of trading the company’s shares to ensure compliance with the Securities and Exchange Act, B.E. 2535 (1992) and best practices issued by the Stock Exchange of Thailand and SEC.

GC Stock Retention & Ownership Guideline

GC has stock retention and ownership guidelines in place to encourage our top executives to accumulate a financial stake ownership during his or her employment, so we believe that they can be vested in long-term stockholder returns. In this regard, GC encourages its CEO and top executives to hold share ownership in consistence with the guideline of 10 and 5 times of annual base salary, respectively. Our guideline encourages that number of share ownership should be increased gradually.

Position
Multiple of Annual Base Salary
CEO
10x
Chief Operating Officer
5x
Executive Vice President (EVP)
5x
Senior Vice President (SVP)
5x
Head of Business Unit
5x

The shares held by the CEO and top executives as of December 31st, 2022 have been disclosed as shown in the below table and in Form 56-1 One Report 20221.

Position Name - Last Name Multiple of Base Salary
CEO Mr. Kongkrapan Intarajang* 0
Average shareholding for top executives Mr. Varit Namwong*
Mr. Pirun Krimwongrut*		 0.91

Remark: *executives in accordance with Securities and Exchange Commission (SEC)’s definition