Executives Compensation and Ownership
CEOs & Executive Performance and KPIs
GC evaluates the performance of 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.
This four core behaviors fosters the employees’ behaviors to support company’s sustainability performance.
| 2017 - 2027 Corporate KPI | 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 and Governance | Strengthen internal drivers for efficient business operation | |||
GC has set the KPIs in short-term and long-term as evaluation criteria to assess the performance CEO and Executives. The KPIs are inclusive of financial return performance indicators (e.g. EBITDA, Net Profit, Return on Invested Capital: ROIC), relative financial performance indicators (e.g. Divided Paid, Dividend Per Share, Total Shareholder Return (TSR), Tobins Q/Q ratio, Behavior and Individual Goals), 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 are reflect to short-term and long-term remunerations for CEO and 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 executives, based on their performance over a four years vesting period.
Executive Compensation
GC discloses the fixed and variable compensation of the CEO and executives in the below table
| 2021 Executive Compensation | Executive | |
|---|---|---|
| CEO and President (1 person) |
Other Top Executive1 (4 persons excluding CEO) |
|
| Salary (THB) | 11,150,000 | 35,294,000 |
| Bonus (THB) | 3,102,000 | 9,681,000 |
| Provident Fund (THB) | 1,097,000 | 4,761,000 |
| Total (THB) | 15,349,000 | 49,736,000 |
Note:
-
GC’s Top Executives consists of: 1) President; 2) Chief Operating Officer - Center of Excellence; 3) Senior Executive Vice President - Upstream Petrochemical Business; and 4) Senior Executive Vice President - Downstream Petrochemical 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 and President | 1,407,000 | 1,724,000 |
| Ratio of the mean or median employee compensation and the total annual compensation of the CEO and President | 10.91 | 8.90 |
GC applies clawback provision, which is referred from Section 85 of Limited Public Company Act, B.E.2535 (1992) and Section 89/7 and 281/2 Securities and Exchange Act, B.E. 2551. The Act has stipulated that the executives shall perform their duties with fully responsibility, strictly comply with the laws and corporate rules, and respond to the board’s and shareholders' agreement throughout the business operation. In case any director or executive fails to perform their duties and involve 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 executives into the Corporate Governance Handbook, in order to allow our CEO and President, and executives to own stocks of the company in compliance with laws and other regulations. The management ownership will create a long-term benefit, which include creating motivation for the executives to effectively drive the organization towards goal’s achievement as well as to raise a corporate loyalty. CEO and President, and top executives must strictly comply with regulation set by the Securities and Exchange Commission (SEC) in order to prevent insider or unethical trading. Additionally, they must comply with the Securities and Exchange Act, B.E. 2535 (1992) and are not able to disclose inside information to other persons for the benefit of trading the company’s shares.
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 President, 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 and President
|
10x
|
|
Chief Operating Officer
|
5x
|
|
Executive Vice President (EVP)
|
5x
|
|
Senior Vice President (SVP)
|
5x
|
|
Head of Business Units
|
5x
|
The shares held by CEO and other executives as of 31 December, 2021 have been disclosed as shown in the below table and in Form 56-1 One Report 20211.
| Position | Name - Last Name | Multiple of Annual Fixed Salary |
|---|---|---|
| CEO and President | Mr. Kongkrapan Intarajang* | 0 |
| Average for other named executives | 1. Mr. Varit Namwong* | 1.37778 |
Remark: *executives in accordance with Securities and Exchange Commission (SEC)’s designate definition