Noncompliance CGR Measures IRPC Action Nomination and Remuneration Committee should consist of a majority of independent directors (more than 50%) At present, IRPC’s Nomination and Remuneration Committee consists of three members, with one independent director and 2 executive directors. The company was unsuccessful trying to recruit and nominate another independent director to serve on the committee. The complexity of IRPC’s businesses makes it necessary for the company to recruit qualified persons from a wide range of disciplines and areas of expertise. The Nomination and Remuneration Committee, in particular, requires persons who are specialists in order to be effective and to live up to shareholders’ expectation. The Board of Directors should consist of 5-12 directors In 2023, IRPC’s Board of Directors consisted of 14 directors – seven 7 independent directors (accounting for 50%), six executive directors and one managing director. Such composition is deemed suitable for the size, type and complexity of the company’s businesses of this size with extended and complex value chains that are also susceptible to volatility and fast-changing business environments. In addition, the company’s strategy to explore and seek out new opportunities for sustainable growth, can benefit from diversity of talents which add up to Board effectiveness. The company should consider introducing executive stock options The company offers stock options for executives and employees to encourage a sense of ownership, but it does not make such program mandatory. This is to promote independence in decisionmaking by executives and employees. Review of Corporate Governance Policy and Guidelines IRPC promotes full compliance with good corporate governance guidelines to build confidence among all stakeholder groups. In 2023, the company followed up on the matter to ensure its Corporate Governance Policy was translated into practice as follows: (1) Examined, analyzed, and assessed the company’s compliance with corporate governance principles, which are compared with domestic and international benchmarks, such as DJSI criteria, Corporate Governance Report of Thai Listed Companies (CGR), Thai Institute of Directors Association (IOD), AGM Checklist, Thai Private Sector Collective Action Against Corruption (CAC), to develop, improve and update the company’s policies and best practices, etc. (2) Established an E-Compliance digital library of laws and rules relevant to the company’s business operations. (3) Prepared the annual report on the disclosure of conflicts of interest. In addition, the company has applied the principles of good corporate governance for listed companies 2017 (CG Code) as practical guidelines for the Board of Directors under the Apply or Explain approach to raise the effectiveness of its corporate governance to international level. However, in 2023, IRPC continued to be noncompliant in certain aspects. Appropriate alternative measures were applied as follows: 211 Corporate Governance Policy 56-1 ONE REPORT 2023
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