Duties and Responsibilities of the Board The Board of Directors has a duty of care and a duty of loyalty. Accountable to the shareholders, the Board oversees IRPC business operations and management’s conformity with laws, corporate objectives, Articles of Association, shareholders meeting’s resolutions, the established policies, guidelines, and goals in the best interests of shareholders within the ethical code of conduct and for the benefit of all stakeholders. The following are Board’s duties and responsibilities: 1. Articulate IRPC’s vision, direction, and strategies in a way that supports sustainable growth while balancing economic, social, and environmental factors. Board members shall freely express their views. They shall value all information that might prove beneficial to the process of establishing business direction. The Board shall weigh potential financial and non-financial risks to ascertain the management can efficiently implement the defined vision, direction, and strategies to accomplish the corporate goals. 2. Review and determine IRPC’s key policies, strategies, objectives, financial targets, and action plans at least once a year. It shall also regularly monitor and follow up on reports on the implementation of action plans according to IRPC’s business direction and strategies. 3. Establish reliable accounting, financial reporting, and auditing systems. The Board shall also supervise assessment of internal control and internal audit, ensuring their efficiency and effectiveness. 4. Weigh potential major risk factors and determine a comprehensive framework of risk management. The Board shall ensure that an efficient risk management system or procedure are in place as well as identify business opportunities that may arise from such risks. 5. Establish a procedure to assess the adequacy and effectiveness of the company’s internal control system on a regular basis. 6. Monitor all potential conflicts of interest and address such issue as soon as it occurs. The Board shall review all significant business transactions, focusing on maximizing benefits to shareholders and all stakeholders. 7. Set up an effective recruiting system with a transparent and equitable hiring procedure for key management roles. 8. Create an appropriate system or mechanism to determine fair compensation for IRPC’s senior management that corresponds with IRPC’s operating results and business plans, creating short- and long-term incentives. 9. Approve the President and CEO’s directorships in other companies. Whereas other senior executive officers’ directorships in other companies shall be approved by the CEO and President. The appointment of IRPC executives to serve on the boards of subsidiaries or joint venture companies according to the proportion of its shareholding or a shareholders’ agreement, falls within the Board’s purview. 10. Determine the components and operational goals for the CEO and President’s performance review, with due consideration to IRPC’s business plans and the Balanced Scorecard management approach. Moreover, the Board shall regularly evaluate the performance of the CEO and President, whose compensation is linked to the performance review results, creating short- and long-term incentives. 11. Provide sui table communicat ion channels wi th shareholders and stakeholders. The Board shall also assess IRPC’s disclosures to ensure their accuracy, clarity, transparency, reliability, and conformity with standards. 12. Lead by example with regard to work ethic that aligns with IRPC’s corporate governance guidelines and stress the importance of business practices that goes hand in hand with social responsibility, environmental stewardship and sustainable development. 13. Advocate the full range of anti-graft and anti-corruption activities and promote sound corporate governance. 14. Set up plans for an assessment of the company’s corporate governance policy and code of conduct at least once a year. 15. Appoint a qualified individual to serve as company secretary to assume duties and responsibilities set forth in the Securities and Exchange Act and other applicable laws. 227 Corporate Governance Structure and Important Information about the Board of Directors, Board’s Committees, Executives and Employees 56-1 ONE REPORT 2023
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