In addition, the Board of Directors It has also adopted the Thai Corporate Governance Code for Listed Companies 2017 (CG Code) issued by Office of the Securities and Exchange Commission as a benchmark to be applied alongside the company’s Corporate Governance Policy. The CG Code’s 8 principles are as follows: Policies and Procedures for the Board of Directors 1. The Board of Directors The Board of Directors is appointed by shareholders at the annual general shareholders’ meeting. All directors must possess all required qualifications, and have no prohibited characteristics as prescribed by relevant laws and regulations. The company has introduced a policy of diversity, which is considered as part of the nomination and selection process of the Board of Directors, to ensure its composition is suitably diverse in accordance with the good practice guidelines of the Corporate Governance Handbook and the company’s code of business conduct.The Nomination and Remuneration Committee has determined the criteria for the nomination and selection process based on the Skill Matrix, encompassing such diverse areas of expertise as petroleum, petrochemical, engineering, industry, economics, finance, business administration, pol itical science, accounting, law, etc. Candidates will be considered regardless of their sexual preference, nationality, ethnicity, race or religious faith as diversity and inclusion can contribute to a broad range of perspectives that are crucial to the company’s business strategies. As of December 31, 2023, the Board of Directors consisted of 14 directors as appropriate to the size and complexity of the company’s business operations. The Board had one executive director and 7 independent directors (50 percent of the entire board), enabling them to effectively perform their duties and safeguard minority shareholder interest in accordance with the law, rules, company’s regulations, shareholders’ resolutions, and good corporate governance principles. The Chairperson of the Board provided oversight to ensure the Board’s effectiveness and independence. Details are shown in the report on Important Information about the “Board of Directors.” 2. Independent Directors According to the company’s Good Corporate Governance Handbook, the number of independent directors shall be not less than one-third of the total number of members of the Board of Directors. The qualifications of the independent Principle 1 Establish clear leadership role and responsibilities of the Board to promote sustainable value creation Principle 2 Determine the main sustainability objectives and goals of the business Principle 3 Improve Board effectiveness Principle 4 Recruit capable senior executives and enhance human resource management Principle 5 Nurture innovation and responsible business practices Principle 6 Ensure appropriate risk management and internal control systems Principle 8 Encourage shareholder engagement and communication Principle 7 Maintain financial integrity and ensure disclosure compliance Good Corporate Governance 196 Corporate Governance Policy IRPC Public Company Limited
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