Independent Directors In accordance with corporate governance principles adopted by IRPC, at least one-third of the Board of Directors shall be independent directors. Both independent directors and IRPC’s directors shall serve a 3-year term. Independent director retiring by rotation may be reappointed by shareholders. However, they may only serve up to three consecutive terms, or a combined total of nine years. There shall be no exception. Independent directors shall possess the expertise and demonstrable independence pursuant to notifications of the Capital Market Supervisory Board and as stipulated by the Board of Directors. According to company’s policy, independent directors shall hold no more than 0.5 percent of IRPC’s issued shares (compared to not more than one percent shareholding prescribed by the SEC). The definition of an IRPC independent director has been disclosed in the Corporate Governance Handbook and on the company’s website. Independent directors shall be free to speak their minds at Board meetings. They shall attend meetings regularly and have access to sufficient financial and business information, enabling them to express their opinion independently in the best interests of stakeholders. In so doing, they shall also prevent conflicts of interest between IRPC, the management, directors, or majority shareholders. As of December 31, 2023, there were a total of 7 independent directors, which accounted for more than half of the Board (more than the legal requirement of at least one-third). IRPC’s current independent directors are as follows: 1. Dr. Siri Jirapongphan Independent Director 2. Miss Siriwan Chierapong Independent Director 3. Asst. Prof. Dr. Chaiyaporn Puprasert Independent Director 4. General Aittipol Suwannarat Independent Director 5. Mr. Yodchat Tasarika Independent Director 6. Mr. Somchai Rangsithananon Independent Director 7. M.D. Korn Pongjitdham Independent Director Independent directors have duties and responsibilities as follows: 1. Fami l iar i ze themsel ves wi th thei r dut ies and responsibilities set forth in the Public Limited Company Act 1992 and the Securities and Exchange Act 1992. They shall also observe best practices prescribed by the SET, SEC Office and other regulatory agencies. 2. Motivate and encourage fellow directors and the company’s executive officers to perform their duties responsibly, carefully, and honestly in compliance with relevant laws, company’s objectives and Articles of Association, Board and shareholders’ resolutions as well as rules prescribed by regulatory agencies. 3. Encourage the company to adopt and implement corporate governance principles and best practices in earnest. 4. Ascertain that the company has appropriate and efficient internal control and risk management systems. 5. Supervise the implementation and disclosure of the company’s policies on reporting of connected transactions and those involving related parties or stakeholders, along with disclosure of major events. Provide useful information to shareholders, including material changes that may affect the company’s stock prices, in accordance with the conditions and timeline requirements of the Stock Exchange of Thailand. 6. Provide independent suggestions and opinion to the Board of Directors to the best interests of the company, minority shareholders and other stakeholders. 7. Perform any other tasks assigned by the Board of Directors, without compromising their ability to discharge of their duties with independence. 8. Independent directors shall meet among themselves at least once a year. When an independent director position becomes vacant, IRPC shall nominate a qualified individual who fits the definition of an independent director to fill the position as well as maintain the minimum proportion of independent directors on the Board as required by the Capital Market Supervisory Board and corporate governance best practices. If another director on the Board later qualifies as an independent director, thus meeting the requirements, that director shall be eligible to serve as an independent director. In practice, however, IRPC will still ask the Nomination and Remuneration Committee to scrutinize such director’s qualifications. 225 Corporate Governance Structure and Important Information about the Board of Directors, Board’s Committees, Executives and Employees 56-1 ONE REPORT 2023
RkJQdWJsaXNoZXIy ODg4NTI=