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IRPC is committed to steadfastly operating within the framework of Good Corporate Governance principles in pursuit of operational excellence, transparency, accountability, and benefits to shareholders while making sure stakeholders’ interests are protected
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Corporate governance is a key mechanism through which IRPC manages our material impacts on the economy, environment, and society, including human rights, reflecting our commitment to operate within the framework of Good Corporate Governance principles. Through our operations, we contribute to economic development and energy security, while recognizing potential adverse impacts on the environment, resource use, and the health, safety, and rights of people across our value chain. These impacts may arise directly from our activities or indirectly through our business relationships. Under the oversight of our Board of Directors, we implement governance practices, supported by policies and due diligence processes, to uphold transparency, accountability, regulatory compliance, and operational excellence, while creating long-term value for shareholders and protecting the interests of all stakeholders.
Management Approach
IRPC has established the Corporate Governance Policy as an integral part of our business operations. The Company has developed the Corporate Governance Policy and Corporate Governance Handbook as practice guidelines on ethical business conduct, which applies to Board of Directors, executives, and employees of IRPC, including subsidiaries, associates, and joint ventures within IRPC’s management control.
Aligned with these guiding principles, the Board has assigned the Corporate Governance and Sustainability Committee to oversee all aspects of the Company’s operations, ensuring alignment with international benchmarks and compliance with applicable laws, regulations, and guidelines, as well as the company’s strategies and business direction. The Committee is also responsible for reviewing performance in accordance with the principles of good corporate governance on an annual basis through meetings with a subcommittee that reports the outcomes to the Board of Directors on a quarterly basis.
- Corporate Governance Structure
- Board of Directors
- Board Diversity Policy
- Board Effectiveness and Compensation
- Board Industry Experience and Skills Matrix
- Chief Executive Officer and President Compensation
Board of Directors
The Board of Directors plays a key role in defining IRPC’s vision, setting business direction, formulating policies, establishing goals, devising strategic plans, and approving annual budgets for implementation by the management to achieve predetermined objectives. Additionally, the Board assesses risk factors, establishes suitable management approaches, and ensures the credibility of accounting, financial, and audit systems.
In carrying out these responsibilities, the Board has established four sub-committees, including the Audit Committee, Nomination and Remuneration Committee, Corporate Governance and Sustainability Committee, and Risk Management Committee. These sub-committees report directly to the Board and oversee their respective areas with diligence and efficiency.
Board Composition
The Board of Directors must consist of directors who possess the knowledge, skills, and experience aligned with IRPC’s business interests. They are expected to fully fulfill their duties in accordance with their responsibilities. To ensure this, IRPC has defined the Board’s composition, key qualifications, and tenure as follows:
- The Board consists of 5-15 directors.
- At least one-third of the Board, or a minimum of three members, must be professional independent directors.
- Directors may serve until the age of 70.
- A director may serve up to three consecutive terms, totaling nine years.
The qualifications of an independent align with the criteria of the Thai Securities and Exchange Commission (SEC), including no involvement in management functions of the Company and subsidiaries, no familial or legal relationship with another director, no business relationships, and not serving as the Company’s auditor. Additionally, IRPC imposes stricter requirements than the SEC, limiting independent director ’s shareholding to no more than 0.5% of all voting shares, compared to the SEC’s 1%.
Subcommittees
The Board of Directors has established four sub-committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee, and the Risk Management Committee. Each is responsible for overseeing key aspects of the Company.
Audit Committee
The Audit Committee reviews the reliability of the financial statements of IRPC and its subsidiaries, as well as the effectiveness of the internal control, internal audit, and risk management systems. It also provides recommendations to improve the internal control system. The Committee consists of at least three independent directors who possess the qualifications, duties, and responsibilities in accordance with the criteria set forth by the Securities and Exchange Commission and the Capital Market Supervisory Board. All members are required to have the knowledge, expertise, and experience relevant to their roles, with at least one member having sufficient expertise in accounting and finance to review financial reports and ensure their accuracy and reliability. The current members are:
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for nominating qualified candidates for appointment as Board members, as well as the Chief Executive Officer and President, in accordance with established criteria and procedures that ensure transparency and effectiveness. This helps ensure that the Board comprises individuals with diverse knowledge, capabilities, and experience. The Committee also determines appropriate remuneration for directors and the Chief Executive Officer and President, based on fair and reasonable principles. The Nomination and Remuneration Committee consist of at least three directors, including at least one independent director of the Company. The current members are:
Corporate Governance and Sustainability Committee
The Corporate Governance and Sustainability Committee is responsible for determining and monitoring the Company’s annual performance, covering both operational and strategic implementation, to ensure alignment with IRPC’s corporate governance and sustainability guidelines. Its responsibilities include overseeing corporate governance development, environmental governance, and social responsibility and related ESG risks, as well as formulating corporate governance guidelines and providing recommendations to the Board. . The Committee consists of at least three directors, including at least one independent director. The current members are:
Risk Management Committee
The Risk Management Committee is responsible for overseeing the Company’s risk management. It establishes risk management policies, develops risk management plans, and oversees the implementation of risk management processes across the Company to ensure alignment with its business strategy and objectives. The Committee also monitors risk assessments covering both internal and external factors, including emerging risks such as cybersecurity and environmental and social considerations. The Committee consists of at least three directors with expertise in the petroleum or petrochemical industry. The current members are:
Independent Directors
In accordance with IRPC’s corporate governance principles, at least one-third of the Board of Directors shall consist of independent directors. Independent directors are required to meet the qualifications and independence criteria prescribed by the Capital Market Supervisory Board and the Board of Directors. IRPC has defined and benchmarked these qualifications to ensure alignment with, and in certain aspects greater stringency than, the requirements of the Securities and Exchange Commission (SEC), including a shareholding limit of no more than 0.5% of the Company’s issued shares, compared to the SEC’s 1% threshold. The definition and qualifications of independent directors are publicly disclosed in the Corporate Governance Handbook and on the Company’s website.
Independent directors are expected to attend meetings regularly, express their opinions independently, and act in the best interests of stakeholders. They are provided with access to adequate financial and business information and play a key role in preventing conflicts of interest between the Company and its executive officers, authorized directors, and major shareholders.
Non–executive Chairman/Lead Director
To ensure effective corporate governance and prevent potential abuses of power, IRPC separates the roles of Chairman of the Board and Chief Executive Officer and President. The Chairman is responsible for leading the Board and providing guidance to ensure high standards of corporate governance, particularly in facilitating discussions and overseeing the consideration of proposals presented by management.
The CEO and President and the Executives
The Board of Directors appoints the Chief Executive Officer and President, as the highest-ranking executive, to manage the Company’s operations in accordance with the objectives, regulations, and policies established by the Board.
Board Diversity Policy
IRPC supports an appropriate balance and diversity of skills, experience, race, and gender within the Board of Directors. The Company has established a Board Composition and Diversity Policy to ensure transparency in the nomination and appointment process in line with our Corporate Governance Policy. Under this policy, the Nomination and Remuneration Committee addresses Board vacancies by considering candidates with diverse backgrounds and perspectives, alongside appropriate qualifications, industry knowledge, and relevant experience, to achieve and maintain a balanced mix of skills, as well as gender, age, and overall diversity on the Board.
Board Effectiveness and Compensation
IRPC conducts an annual evaluation of the Board of Directors’ performance, including assessments of the Board as a whole, its subcommittees, and individual directors, to review performance, challenges, and achievements over the preceding year. As outlined in the Corporate Governance Handbook, the evaluation is carried out through both self-assessment and cross-assessment methods. In addition, an independent external assessment is conducted every three years, with the results reported to the Corporate Governance and Sustainability Committee and shareholders, and disclosed in the annual report. The findings are used to support continuous improvement in Board performance. IRPC also encourages directors and executive officers to participate in relevant training programs to enhance their knowledge, stay informed of industry developments, and effectively perform their duties.
The Nomination and Remuneration Committee is responsible for reviewing director’s remuneration, providing recommendations to the Board for approval, and proposing remuneration for shareholder approval at the Annual General Meeting. This process ensures transparency and alignment with compensation best practices issued by the Thai Institute of Directors Association. Director remuneration is aligned with both short- and long-term corporate strategies and reflects the size and complexity of IRPC’s business.
Board and CEO and President Performance EvaluationDownload
Board Industry Experience and Skills Matrix
According to IRPC’s Corporate Governance Handbook, the Board of Directors should include at least three directors with expertise in the petroleum and petrochemical industries, at least one with expertise in law, and at least one with expertise in accounting or finance. In addition, the nomination policy and criteria consider factors such as educational background, management capabilities in relevant fields, and significant achievements or recognition in organizations of comparable scale.
Chief Executive Officer and President Compensation
The Board of Directors requires the Chief Executive Officer and President of IRPC to submit an annual performance report, which is reviewed by the Nomination and Remuneration Committee. The Board uses the evaluation results to determine remuneration, while the detailed assessment outcomes remain confidential.
The evaluation criteria include ambitious targets aligned with the Company’s short- and long-term strategies, covering both financial and non-financial performance, such as social, community, and environmental responsibilities. The CEO and President is responsible for managing the business and driving the organization forward, with performance assessed based on predefined indicators: corporate KPIs, accounting for 60% of the evaluation, and supporting factors that enhance the Company’s transparency and sustainability, comprising the remaining 40%.
Salary adjustments and annual bonuses for the CEO and President are determined based on this performance review and are subject to Board approval. In addition to challenging targets, the evaluation considers key performance indicators tied to the Company’s strategic plan and vision, corporate responsibilities related to communities, society, and the environment, as well as a Balanced Scorecard. The remuneration of IRPC’s give CEO and President is also benchmarked against that of executives in similar industries.
Success Matrix
Corporate KPIs (60%)
Sustainable Growth Factors (40%)
- Financial Perspective: EBITDA, Subsidiary Management (ROIC)
- Stakeholder Perspective: Customer Satisfaction, Community Satisfaction, Employee Engagement, DJSI Sustainability Assessment, GHG Emissions
- Internal Process Perspective: Operational excellence, refinery resilience implementation, %specialty product, strengthen project, new stream project
- Learning & Growth Perspective: cyber security scorecard, talent development
- Results of opinion survey among members of the Board of Directors and the Management
- Succession plans have been established for all N-1 positions
- Outstanding management skills/crisis management
Moreover, IRPC assesses the CEO and President’s compensation by comparing the Company’s financial performance with that of peers in the same industry over a three-year period, benchmarking the Company’s performance ranking against the remuneration ranking of IRPC’s CEO and President relative to peer companies. This comparison supports the alignment between performance and compensation.
Compensation of the President and Chief Executive Officer and Executive
IRPC discloses the fixed and variable compensation of the CEO and President, and executives as follows:
Type of Remuneration (Million Baht)
2022 (8 executive*)
2023 (6 executive*)
2024 (7 executive*)
2025 (7 executive*)
Remuneration
Salary
36.15
35.24
37.05
37.50
Bonus
18.70
6.50
10.92
7.41
Other Remuneration
Provident fund
5.21
5.15
5.41
5.58
Total
60.06
46.89
53.38
50.49
* Executive Level 1
Note:
1. Executive Level 1 definition according to the Securities and Exchange Commission consists of : i) President and CEO; ii) Senior Executive Vice President of Corporate Accounting & Finance, Corporate Strategy, Corporate Commercial and Marketing, Corporate Organization Effectiveness, Innovation and Operation Excellence, and Petrochemical and Refinery Operation.
2. The total President’s remuneration included from IRPC and PTT.
In addition, IRPC provides disclosure of the mean and median annual compensation of all employees, along with the ratio between the mean and median employee compensation and the total annual compensation of the CEO and President:
Compensation (THB)
2022
2023
2024
2025
Total annual compensation of the CEO
19,826,122
13,312,803
11,420,120
10,448,670
Median annual compensation of all employees, except the President
1,585,298
1,242,282
1,174,684
1,209,642
Mean annual compensation of all employees, except the President
1,882,039
1,343,906
1,081,765
1,300,426
Ratio between the total annual compensation of the President and the median employee compensation
7.12
10.72
9.72
0.12
Ratio between the total annual compensation of the President and the mean or employee compensation
5.99
9.91
10.56
0.12
Sustainability Performance Summary 2025Download
Topics related to compensation
Claw back Provision
IRPC’s Claw back Provision is established in accordance with the Securities and Exchange Act B.E. 2535, Section 89/7. Under Section 89/7, executive management is entrusted to managing the Company with due diligence and integrity, and in compliance with laws, the Company’s objectives, regulations, and resolutions from both the Board and shareholders’ meetings. Additionally, the executive management can face prosecution under Section 89/18 without conflicting with section 89/19 if it can be proven that they have not been performing their duties according to 89/7 or have engaged in direct or indirect misconduct. In such cases, executive management and any implicated individuals are required to return any benefits they have received. This provision applies to executive management, including the Chief Executive Officer (CEO) and President and Chief Officer (CxO) level.
Management Ownership Encouragement
To foster a sense of individual ownership, which is part of corporate’s desired behavior and a theme of IRPC DNA, our President and CEO has encouraged IRPC employees, particularly executive members, to voluntarily acquire shares of IRPC. This initiative aims to deepen their commitment and establish long-term trust with our investors. Nonetheless, all must adhere strictly to the regulations established by the Securities and Exchange Commission to prevent insider trading or unethical behavior.
President and CEO and other executive officers hold company shares (as of Dec 2025)
Position
Name(s)
Multiple of base salary
President and CEO
Mr. Terdkiat Prommool
0
Average for other executive committee members
IRPC’s Executive level refer to the position that has one level below president position, which is equivalent to senior executive vice president level.
The names of IRPC’s executives that hold IRPC shares are as follows:
- Mr. Pranarch Kosayanont
- Ms. Wanida Utaisomnapa
- Mr. Lersak Thongruang
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Conflict of Interest Prevention
The Board of Directors arranges for individual directors and executives to file their potential conflicts of interest for use as basic information to provide oversight into this matter. The reports are then forwarded to the Company Secretary who retains, gathers the reports and then submit copies to the Board Chairman and chairman of the Audit Committee as reference in examining and supervising conflicts of interest.
In addition to adhering to SEC Office regulations regarding the disclosure of directors’ and executives’ conflicts of interest, IRPC mandates that all directors, executives, and employees, including those of subsidiaries, joint ventures, and companies where IRPC has controlling stakes, disclose any potential conflict of interest in transactions involving IRPC or IRPC Group.
Reporting Securities Holdings
The Company mandates that Board members and executive officers, along with their lawful spouses, cohabiting partners, and underage children, report any changes in their holdings of IRPC securities to the Company, the Stock Exchange of Thailand, and the SEC Office within three business days of any transaction. Additionally, they are required to disclose such trades to the Board on a monthly basis. The Company also has a policy to impose Blackout Period to prohibit trade in IRPC securities for a period of 30 days prior to and within two days after public disclosure of the Company’s financial statements.
Over the past five years, no directors or executive officers have been involved in any wrongful activities under the Securities and Exchange Act B.E. 2535 (1992) or Derivatives Act B.E. 2546 (2003), or any record of the following:
- Dishonesty or severe negligence.
- Disclosure or dissemination of false information or messages that could lead to misunderstanding, or concealing essential facts that should be disclosed, both of which could affect the decisions of shareholders, investors, or concerned parties.
- Unfairness or taking advantage of investors in the sale and purchase of shares or derivatives or playing a part in supporting such activities.
Voting Rights
IRPC’s policy stipulates that each share entitles the holder to one vote, and the Company does not issue golden shares, or dual class shares under any circumstances. Regarding non-voting depository receipts (NVDRs), NVDR holders cannot be involved in company decision-making, therefore, the holders cannot be granted voting rights. The definition of NVDR can be found on Stock Exchange of Thailand’s website.
In addition, in accordance with the Company’s corporate governance framework, applicable laws, and the Company’s Articles of Association, key matters that may significantly affect shareholders’ rights, including amendments to the Articles of Association, the appointment and re-election of directors, and the annual approval of directors’ and executives’ remuneration, are required to be proposed to and approved by the shareholders’ meeting prior to implementation.
