Term of Office 1. Members’ term of office shall be equal to that of their directorships (up to three years). 2. Member of the Corporate Governance and Sustainability 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). 3. Remuneration of the Corporate Governance and Sustainability Committee shall be in accordance with the criteria approved by shareholders. Duties and Responsibilities 1. Develop and advise the Board of Directors in establishing corporate governance policy framework and guidelines, along with code of conduct, anti-corruption, anti-bribery, promotion of human rights, equality, diversity and inclusion. The Committee also supports the Board in formulating GRC (Corporate Governance, Risk Management & Internal Control, and Compliance) framework that aligns with IRPC’s operational structure, in line with international best practices, standards and rules or requirements of regulatory agencies along with reputable organizations at the national and international levels. 2. Review the appropriateness and adequacy of the corporate governance policy and the company’s code of business conduct as well as to revise them to be consistent with good governance practices or international principles before presenting them to the Board. 3. Determine guidelines, oversight and monitoring mechanisms to ensure IRPC’s operations are in compliance with defined policies and practices so as to continually improve and strengthen corporate governance and sustainability practices. 4. Review compliance with corporate governance policy and guidelines as well as other pertinent matters of significance. 5. Review and approve the corporate governance and sustainability report prior to disclosure in the annual report. 6. Approve methods for assessing the performance of the Board and its committees and report assessment results to the Board and shareholders every year. 7. Give advice, suggestions and recommendation pertaining to corporate governance guidelines to the Board of Directors, the management in further developing the company’s corporate governance and sustainability structure and system. Sustainability Mandate 1. Initiate and give advice on the development of sustainability policy framework, strategy and guidelines to meet standards and accomplish IRPC’s stated objectives and goals, in alignment with internationalaccepted best practices or principles. This will help the company improve the competitiveness in its business operations while being able to respond more effectively to the expectations of stakeholders and shareholders by taking into account responsibility towards the community, society and environment to help the company achieve sustainable growth. 2. Initiate and give advice on the development of the company’s sustainable development plan that aligns with the stated policy and strategy. Provide valuable input for sustainable development as well as to set sustainable development target based on the ESG (Environmental, Social and Governance) framework in line with applicable laws as well as national and international best practices. 3. Supervise and follow up on the progress of the company’s sustainability development as well as disclosing information on outcomes of the implementation of business strategy for sustainability in accordance with relevant criteria, standards and guidelines. 4. Review and revise the company’s sustainability policy and guidelines to keep them up-to-date and correspond with evolving situations. 5. Review and approve the Sustainability Report before its publication. 6. Perform other tasks assigned by the Board. 236 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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