Preferably, such individuals should be listed on the Directors’ Pool of reputable organizations or government agencies that provide certification. (5) Other qualifications shall be as determined by the Board of Directors. 1.2.4 The Board shall have the authority to appoint a new director in the case of appointment to fill a vacancy due to resignation while replacement of a director who completed term of office must be approved by a majority vote of the shareholders’ meeting. 1.3 Consider and screen candidates according to nomination criteria and process for submission to the Board of Directors for approval. 1.4 Consider selecting individuals qualified and suitable to be nominated as directors of the company both in the case of vacancy due to retirement by rotation or in case of resignation to be presented to the Board and/or the shareholders’ meeting for approval, as the case may be. 1.5 Consider selecting individuals qualified and suitable to be nominated as members of the Board’s committees, and present them to the Board for approval. 2. Director Compensation 2.1. Propose compensation components, criteria and forms of remuneration for the company’s directors and members of the Board’s committees, such as retainer fees, bonus, meeting allowance and monetary and non-monetary benefits that are adequate and fair commensurate to the size of IRPC’s business. Such compensation packages shall provide good incentives and enable the company to retain high-caliber directors, in alignment with shareholders’ best interest. Director compensation must be approved by a resolution of the shareholders’ meeting. 2.2. Determine director compensation linked to short- and long-term corporate strategies, ensuring compensation packages are appropriate commensurate to the size and complexity of IRPC’s business. Director compensation must keep qualified directors motivated and help the company retain top talents as well as providing incentive for optimal performance to meet the corporate goals in the best interests of the company and shareholders. 1.2.3 The composition of the Board should reflect diversity & inclusion and skills matrix encompassing a broad range of skills, knowledge, expertise and experience, regardless of personal attributes such as age or gender. Directors shall possess qual ifications and none of the prohibited characteristics defined by law, the company’s Articles of Association, corporate governance principles and other applicable criteria, such as: (1) Required qualifications pursuant to the Public Limited Company Act, the Securities and Exchange Act, the Capital Market Advisory Board’s notifications, as well as rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, IRPC’s Articles of Association and corporate governance principles, and other applicable rules. They shall also be free of any questionable character traits that render them unfit for supervising IRPC’s business operations. (2) Directors shall possess all the required qualifications but none of the prohibitions pursuant to the Cabinet Resolution dated January 24, 2011, Re: Appointment of highranking government officials or persons to serve as directors in state enterprises or juristic persons whose shares are held by state enterprises. (a) Holding directorships in not more than 3 state enterprises and/or juristic persons in which the state enterprise is a shareholder. (b) Holding directorships in up to three companies listed on the Stock Exchange of Thailand. However, the combined total of directorships held under (a) and (b) shall not exceed five. (3) Directors shall possess positive character traits and personality conducive to corporate governance oversight, such as professional integrity, ethical standard, accountability, independence, assertiveness, evidencebased decision making, principled and professional, duty of care and duty of loyalty, dedication, physical health, readiness to make contribution at meetings and whose social standing is held in high regard. (4) Directors shall possess skill characteristics that aligns with the company’s business requirements or in accordance with necessary conditions that add value to the company. 233 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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