- Develop and advise the Board of Directors in establishing corporate governance policy framework and guidelines, along with code of conduct, anti-corruption, anti-bribery, promotion of human rights, equality, diversity and inclusion. The Committee also supports the Board in formulating GRC (Corporate Governance, Risk Management & Internal Control, and Compliance) framework that aligns with IRPC’s operational structure, in line with the best international practices, standards and rules or requirements of regulatory agencies along with reputable organizations at the national and international levels.
- Review the appropriateness and adequacy of the corporate governance policy and the Company’s code of business conduct as well as revise them to be consistent with good governance practices or international principles before presenting them to the Board.
- Determine guidelines, oversight and monitoring mechanisms to ensure IRPC’s operations follow defined policies and practices to continually improve and strengthen corporate governance and sustainability practices.
- Review compliance with corporate governance policy and guidelines as well as other pertinent matters of significance.
- Review and approve the corporate governance and sustainability report prior to disclosure in the annual report.
- Approve methods for assessing the performance of the Board and its committees and report assessment results to the Board and shareholders every year.
- Give advice, suggestions and recommendations pertaining to corporate governance guidelines to the Board of Directors, the management in further developing the Company’s corporate governance and sustainability structure and system.
Management Approach
IRPC has established a clear framework for managing climate change, with responsibilities defined by the Board to operational levels. The Board has defined overarching goals, directions, and policies for climate change management. The Corporate Governance and Sustainability Committee, along with the Risk Management Committee (RMC), is tasked with overseeing and assessing the effectiveness of governance related to climate risks and opportunities. At the management level, the Management Committee (MC) has the responsibility of determining and reviewing sustainability policies, approaches and goals as well as considering implementing guidelines based on the Board’s directives, with the Sustainability Development Committee (SDC) providing quarterly performance reports to the Corporate Governance and Sustainability Committee.
The SDC assigned the Corporate Strategy and Sustainability Department to lead climate initiatives aligned with company goals and report progress regularly. IRPC embeds climate metrics in its corporate KPI framework to ensure accountability. The CEO and President are responsible for GHG and energy KPIs, while functional executives handle emission and efficiency KPIs. Their performance and compensation are tied to these climate KPIs, driving a sustainability culture and climate-conscious mindset across the company.
Corporate Governance and Sustainability Committee (CGSC)
Duties and Responsibilities
Good Corporate Governance
Sustainability Mandate
- Initiate and give advice on the development of sustainability policy framework, strategy and guidelines to meet standards and accomplish IRPC’s stated objectives and goals, in alignment with internationally accepted best practices or principles. This will help the Company improve its competitiveness in its business operations while being able to respond more effectively to the expectations of stakeholders and shareholders by considering responsibility towards the community, society and environment to help the Company achieve sustainable growth.
- Initiate and give advice on the development of the Company’s sustainable development plan that aligns with the stated policy and strategy. Provide valuable input for sustainable development as well as to set sustainable development targets based on the ESG (Environmental, Social and Governance) framework in line with applicable laws as well as national and international best practices.
- Supervise and follow up on the progress of the Company’s sustainability development as well as disclose information on outcomes of the implementation of a business strategy for sustainability in accordance with relevant criteria, standards and guidelines.
- Review and revise the Company’s sustainability policy and guidelines to keep them up-to-date and correspond with evolving situations.
- Review and approve the Sustainability Report before its publication.
- Perform other tasks assigned by the Board.
Sustainability Development Committee (SDC)
Duties and Responsibilities
- Establish and review policies, strategies, targets, and practices on sustainable development and decarbonization (reducing net greenhouse gas emissions to the atmosphere) of the Company and its group companies, ensuring alignment with the Company’s business direction, maintaining balance in Environmental, Social, and Governance (ESG) aspects, and complying with international best practices.
- Promote and support the integration of the Company’s sustainable development plans, decarbonization plans, and business operation plans.
- Oversee, screen, and provide approval and/or opinions for investment projects within the group in cases where the investment return is significantly impacted by internal carbon pricing mechanisms.
- Promote and support resource management, approve OPEX budget utilization, and support knowledge building, awareness, communication, public relations, corporate positioning, and collaboration with external agencies, networks, activities, and projects in line with the Company’s sustainability policies.
- Review, monitor, and follow up on plans and performance on sustainability and decarbonization in accordance with the Company’s short- and long-term targets, and report progress regularly.
- Provide approval and/or recommendations on key sustainability issues and disclosure of sustainability performance to ensure compliance with good corporate governance principles and international standards.
- Oversee and support the operations of relevant units to ensure their sustainable development plans are well-integrated and aligned with the Company’s business direction and objectives.
- Attend the Sustainability Committee meeting every month.
Corporate Strategic Planning and Sustainability Department
(Focus on Sustainability Development Unit)
Duties and Responsibilities
- Develops and regularly reviews the company’s sustainability and ESG policies, strategies, and long-term roadmaps to ensure they align with the corporate business strategy and international standards such as GRI, IFRS S1 S2, and the UN SDGs.
- Establishes and drives the company’s decarbonization pathway by setting Scope 1–3 greenhouse gas reduction targets and integrating climate risk assessments, carbon pricing, and Net Zero strategies into business planning.
- Defines ESG-related KPIs, monitors the company’s environmental, social, and governance performance, and reports progress to executives, board committees, and other stakeholders.
- Prepares and publishes sustainability and ESG disclosures in accordance with international frameworks such as GRI, SASB, TCFD, CDP, and DJSI, while coordinating ESG assessments and ratings with external agencies and investors.
- Builds stakeholder engagement plans, collaborates with government agencies, industry partners, NGOs, and local communities, and drives CSR and community development projects aligned with sustainability goals.
- Promotes a sustainability-oriented culture within the organization through internal communication, campaigns, and training, and builds awareness and capabilities across business units on ESG practices.
- Supports sustainability-related governance committees by providing regular reports and recommendations and ensures compliance with national regulations and international ESG standards.
- Proposes and manages budgets for sustainability and decarbonization initiatives and ensures effective allocation of resources to achieve the company’s ESG objectives.
