Report on Key Corporate Governance Activities Summary of the Board’s Performance in the Past Year Nomination, Director Development and Board Performance Evaluation 1. Nomination and Appointment of Directors and Top Management Independent Directors Details of the company’s independent directors, their duties and responsibilities appear under “Independent Directors” section, Page 225. Nomination of Directors The Board’s policy mandates that members of the Board of Directors must come from diverse backgrounds. Priority is given to required competencies that will strengthen and complement the composition of the Board. Individuals with qualifications, experience, and expertise are considered regardless of their gender, religion, or ethnicity. Further details on this matter appear under “Composition and Qualifications of the Board of Directors” section, Page 224. As for the nomination of director candidates, IRPC considers suitable and deserving individuals. Both majority and minority shareholders, in addition to the Nomination and Remuneration Committee, have the right to propose director candidates. All nominations must be endorsed by the Nomination and Remuneration Committee and approved by the Board, or shareholders (as the case may be). Details about the methods and procedures of director nomination appear under “The Nomination and Remuneration Committee” section, Page 232-235 Separation of the Board Chairperson and CEO/President The Public Limited Company Act does not prohibit one person from simultaneously holding both the positions of Chairperson of the Board and CEO. However, the Board has key roles and responsibilities to determine directions of the company, formulate policies and monitor the management’s performance. Having the CEO, who heads company’s management team, to also chair the Board could give rise to undue dominance that undermines the Board’s ability to function effectively. Such arrangement could also result in the Board being blindsided by the CEO who may withhold certain vital information or present selective information, or exercising power as Chairperson to make decisions that benefit the management, etc. Therefore, to ensure good corporate governance and separation of powers for checks and balances, the Board of Directors of IRPC Public Company Limited has mandated that the Board Chairperson and CEO of the company cannot be the same person, and that their roles are separate and distinct. Details about the duties and responsibilities of the Board Chairperson and the CEO appear under “Authority of the Chairman” section, Page 228-229 and “Duties and Responsibilities of the Chief Executive Officer/President” section, Page 232-239, respectively. 252 Report on Key Corporate Governance Activities IRPC Public Company Limited
RkJQdWJsaXNoZXIy ODg4NTI=