The Board’s Approval Authority 1. Approve vision, strategies, short- and long-term business plans, and key policies, such as corporate governance policy, risk management policy, trade competition policy, anti-corruption policy, connected transaction policy, disclosure policy and corporate IT security policy. 2. Approve key investment projects and important operations as required by applicable laws, objective framework, company’s Articles of Association and resolutions of shareholders’ meetings, and oversee the effective implementation of the established policies and work plans. 3. Approve procurements that exceed the CEO and President’s approval authority. 4. Approve key investment projects and important operations as required by applicable laws, objective framework, company’s Articles of Association and resolutions of shareholders’ meetings, and oversee the effective implementation of the established policies and work plans. 5. Approve transactions under the criteria set forth by the Securities and Exchange Act and relevant regulations, such as connected transactions or asset acquisition or disposal. 6. Approve to schedule the date for the Annual General Meeting of Shareholders and payments of interim dividends to shareholders. 7. Approve the nomination of candidates to fill vacant seats on the Board when directors resigned during the year, and approve appointment of members of the Board’s committees, determine authorized directors with the authority to sign to bide the company. 8. Approve determination of components and goals for the CEO and President’s performance review and compensation as well as the annual increment and bonus for employees. 9. Approve the CEO and President’s directorships in other organizations. 10. Approve the appointment of executives as defined by the Securities and Exchange Commission, Stock Exchange of Thailand or the Capital Market Supervisory Board. 11. Approve executive officers’ directorships in IRPC subsidiaries or joint venture companies under agreements or in proportion to shareholding in those companies. Authority of Shareholders Unless otherwise stipulated by law, the following actions shall require approval of shareholders’ meeting in a resolution passed by at least three-quarters of all shareholders present and eligible to vote: 1. Sale or transfer in whole or in essential part of a business of the company to other parties. 2. Acquisition of business or acceptance of business transfer of another company or private company. 3. Entering, amending, or terminating in whole or in essential part a business lease agreement of the company. 4. Assigning another party to manage an IRPC business. 5. Merging an IRPC business with another party in order to share profits/losses. 6. Amending the Memorandum of Association or Articles of Association. 7. Increase or decrease of IRPC’s registered capital or issuance of debentures. 8. Merger or dissolution of the company. Authority of the Chairperson To ensure clear separation of policy-making and policy execution powers, IRPC stipulates that the Chairperson and CEO/President shall not be the same individual. This separation also enhances the effectiveness of the leadership role of the Board of Directors in providing management oversight. The Chairperson’s authority and responsibilities are as follows: 1. Call Board meetings, preside over the Board and shareholders’ meetings as well as set the agenda for the Board meetings together with the CEO and President. 2. Approve and determine items on the Board’s meeting agenda together with the CEO and President. 3. Attend Board and shareholders’ meetings, ensure effective and productive meetings in compliance with IRPC’s Articles of Association. 4. Promote and support directors and shareholders and make sure they obtain adequate information so they can express their views freely 5. Promote the exercise of shareholders’ rights, ensure equal treatment and act in the best interests of all shareholders. 228 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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