Term of Office (1) The Nomination and Remuneration Committee members’ term of office shall be equal to that of their directorship (not more than 3 years). (2) Member of the Nomination and Remuneration Committee who retires by rotation may be re-appointed by the Board of Directors at its own discretion (not more than three consecutive terms, or a combined total of up to nine years. There will be no exceptions). Duties and Responsibilities The Nomination and Remuneration Committee’s duties and responsibilities consist of three components: 1. Nomination 1.1. Review and make recommendations on the structure, scope and composition of the Board of Directors and Board’s committees based on the size, type, and complexity of IRPC’s business. The committee performs its duties with transparency, free of influence of shareholders with controlling interest, thus inspiring confidence in external parties. It provides advice and makes proposals to the Board and/or the shareholders’ meeting for approval, as the case may be. 1.2. Review the qualifications of each director candidate to ensure suitability. The following criteria shall apply: 1.2.1 The Board of Directors consists of at least five but not more than 15 directors. Out of the total number of Board members, at least one-third, or not less than three members, must be independent directors. 1.2.2 Director shall not be older than 70 years of age. 1) Mr. Chansak Chuenchom Chairman of the Nomination and Remuneration Committee 2) Mr. Pethai Mudtham Member of the Nomination and Remuneration Committee 3) General Aittipol Suwannarat (Independent Director) Member of the Nomination and Remuneration Committee Miss Arisara Suthasut, Executive Vice President, Office of Corporate Affairs and company secretary, acting as secretary to the Nomination and Remuneration Committee from October 1, 2019 – Present. 2. The Nomination and Remuneration Committee The Nomination and Remuneration Committee shall consist of at least three directors, at least one of them shall be an independent director of the company. Members of the current Nomination and Remuneration Committee are: 1) 2) 3) 232 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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