Appointment and Removal of Directors IRPC has established procedures for the appointment and dismissal of directors as summarized below: Appointment of Directors 1. Shareholders have the authority to appoint directors whom the Nomination and Remuneration Committee has nominated and proposed to the Board for endorsement. The list of candidates shall then go before shareholders’ meeting for approval under the following procedures: (1) Each shareholder has votes equal to the number of shares they hold. The one-share-one-vote rule applies. (2) Shareholders may cast their votes for individual candidates or for the entire group of candidates slated for each election as shareholders deem appropriate. Each candidate, individual or as part of a slate of candidates, shall receive all the applicable votes of a shareholder under (1) as their votes are indivisible. (3) Candidates receiving the highest number of votes in descending order are to be appointed directors up to the number required at any given election. If candidates received equal votes, which makes the number of successful candidates exceed that of directors to be appointed, the chairperson of the meeting shall exercise the casting vote. 2. The Board shall elect one of its members as the chairperson and may also select one or more of its members to serve as the vice-chairperson(s). Their duties shall be as prescribed in the company’s Articles of Association and as assigned by the chairperson. (To date, no vice-chairperson has been appointed.) 3. The Board shall appoint the Chief Executive Officer and President in accordance with the established nomination procedures and applicable regulations. The CEO and President shall serve as a director and secretary to the Board. 4. If any director position becomes vacant for reason other than retirement by rotation, the Board shall select a person who has all the qualifications and does not have any prohibited characteristics under the law as a director at its next meeting unless the remaining term of the outgoing director is less than two months. The new director shall only serve the remainder of the term of their predecessor. The Board’s resolution on a replacement director must be passed by at least three-quarters of the votes of the remaining directors. 5. If the Board no longer has a quorum as the result of directors vacating their positions, the remaining directors may exercise the only Board’s authority they have left to call a meeting of shareholders to elect new directors to fill the vacancies. Such director election shall be held within one month from the date the Board failed to muster a quorum. New directors elected to fill vacancies may serve out the remaining terms of their predecessors. 6. Newly appointed director shall attend a director orientation within three months from their respective date of appointment to familiarize themselves with necessary and pertinent information. Removal of Directors 1. Directors shall vacate office after completing a term of three years (those who retire after having completed their term may be re-elected). 2. In addition to vacating office by rotation, directors shall vacate office upon death, resignation, or disqualification, or having prohibited characteristics as stipulated by law. They may also be removed when the shareholders’ meeting has passed a resolution to remove them, or they may be removed by a court order. 3. Director wishing to resign shall tender their resignation letter to the company. The resignation shall take effect on the date the resignation letter is delivered to the company. 226 Corporate Governance Structure and Important Information about the Board of Directors, Board’s Committees, Executives and Employees IRPC Public Company Limited
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