4. Compensation for Directors and Executives • Directors’ Compensation The Board of Directors has established a policy on directors’ compensation that is fair and appropriate according to the principles of good corporate governance. The Nomination and Remuneration Committee is responsible for determining compensation guidelines and suitability, before submitting the compensation package to the Board of Directors for endorsement and then presented to the shareholders’ meeting for approval every year. Directors’ compensation consists of two components: monthly cash retainer and meeting allowances. According to a 2022 comparative survey of directors’ compensation of leading companies, the directors’ compensation structure, criteria and rate offered to the company’s directors remained competitive and appropriate compared to other companies within the same industrial sector. The Board, therefore, proposed the same directors’ compensation package as that of 2022 (this is the company’s rate that has been in use since 2006 and has never been adjusted), and was approved by the 2023 Annual General Meeting of Shareholders as detailed in the individual directors’ compensation in the Report under Directors’ Compensation 2023 section Page 260-261. • Compensation of the President and Chief Executive Officer The Board of Directors has assigned the Nomination and Remuneration Committee to determine the compensation of the President and Chief Executive Officer every year, based on well-defined Key Performance Indicators. These indicators included financial accomplishment or the company’s operating results (Corporate KPIs from a Balanced Scorecard) and supporting factors, like Leadership & Sustainability. The performance of the President & CEO will be reviewed thoroughly with clear criteria, transparency and fairness. As a result, the annual compensation of the President & CEO will be proposed and approved by the Board of Directors on an annual basis, as detailed in the Report under Compensation of the President and Chief Executive Officer section Page 242. 5. Board of Directors Meetings The Board of Directors schedules all of the meeting dates for the entire year as well as determines clearly defined regular agenda for each of the scheduled meeting. Additional special meetings may be held as necessary and appropriate. Members of the Board of Directors shall receive a meeting invitation, draft meeting minutes and agenda and background materials at least 5-7 days prior to the meeting date. The company has developed the Board Portal system, or Smart Meeting, for storage and delivery of meeting documents to all Board members for convenience, speed and efficiency as well as to reduce paper use. In 2023, the Board of Directors held a total of 13 meetings. Details appear in the Report under the Board of Directors and Subcommittees’ Meetings Page 258-259. 6. Development of Directors and Executive Officers The Board of Directors recognizes the importance of skill development for directors and executive officers as part of continuing education and professional development to improve the Board effectiveness. This professional development program also helps prepare executives for job rotation and executive succession planning. Senior executives also undergo performance assessment to get ready to take on new roles and greater responsibilities. Details appear in the Report under Development of Directors and Executive Officers Page 254. 7. Board Performance Assessment The Board of Directors requires an annual assessment of its own performance by independent external consultants every three years to help Board members to review the way their work process as well as to identify and resolve problems and obstacles they face over the years in order to improve the Board effectiveness. In 2023, the company developed six evaluation forms in accordance with the standards for good corporate governance of the Stock Exchange of Thailand, anti-corruption measures and good practices of the Thai Institute of Directors Association (IOD) and ASEAN CG Scorecard as follows: 198 Corporate Governance Policy IRPC Public Company Limited
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