Meeting attendance and remuneration of individual Board members Board and Board’s committee meetings The Board of Directors holds its meetings according to predetermined schedule covering the entire year, to address clearly defined key agenda items that have been fixed in advanced. The Board approves scheduled meetings in the months of September or October each year. The Board holds one meeting on the third Tuesday of each month, additional agenda items may be added as necessary and appropriate. Together, the Chairman and the CEO and President determine the Board meeting agenda and agenda items. Each director is encouraged to propose matters to be considered for inclusion as agenda items. Key agenda items are listed clearly for the monthly meeting, along with items that require constant attention, such as ones to track the progress status of investment projects or the company’s operating results. The Board also follows up on its previous decisions or resolutions to ensure that policies and strategies are properly and effectively executed. The company Secretary is responsible for preparing Board meetings and complete sets of meeting documents as required for Board members to discharge of their duties effectively, including advice and information pertaining to laws, rules, regulations, and company regulations, along with preparation of documents supporting the meeting agenda, minutes taking and preparation of the meeting venue, etc. The company has developed and deployed the Board Portal, which is accessible via the internet from computers, smartphones, and tablets. This online platform allows the Board to function more effectively. With the Board Portal, Board members may access IRPC’s essential documents, supporting documents for the Board and Board’s committee meetings, materials for director development and learning programs, and a library containing current news and vital information for directors as well as searchable archive. Meeting invitations are sent out accompanied by agenda, along with background information and rationales (5-7 business days in advance to allow directors enough time to prepare for the meeting). At every meeting, directors with personal stake or conflict of interest in an agenda item must disclose it and recuse themselves or abstain from voting on the item in question. In accordance with the Corporate Governance Policy, the Chairman provides ample opportunities for directors to express their opinions freely. All questions are answered and clarified before a vote is called. The Board’s resolution is passed by a simple majority, or in the case of a special resolution (as per IRPC’s regulations) Is passed with at least two-thirds of all directors present. Meeting minutes cover directors’ opinions and observations. Minutes are presented to the Board at the following meeting for review and approval. Once approved, minutes and relevant documents are electronically stored and classified for reference that can be accessed by authorized persons according to their level of security clearance. In 2023, the Board of Directors held a total of 13 meetings, both in physical meeting and e-meeting formats. Of these, one was held to determine or review the direction, strategy, and business plan of the organization (BODSTS) as a special agenda, two meetings were held among independent directors, and one was a Board of Directors meeting in the absence of the management. In keeping with corporate governance principles, directors gave suggestions that were beneficial to the company, and freely discussed the management’s work. The Board meeting requested the management to take suggestions and recommendations for consideration or implementation, and report back to the Board periodically. At the meetings of independent directors (May 16, 2023 and October 17, 2023), topics discussed included important matters of the company, such as strategic planning for the development of new products/new businesses, marketing planning and transportation channels as well as business and environmental planning, etc. At the Board meeting in the absence of the management (July 18, 2023), the meeting considered important issues beneficial to the company’s operations, such as investment projects and future business plans, personnel management to enable the company to achieve economies of scale to improve competitiveness, and sustainability management, etc. As for meeting attendance, in 2023, the entire Board of Directors registered 100 percent attendance rate, with all directors achieving 100 Percent attendance rate. The table below summarizes the attendance rates of the Board of Directors and Board’s committees: 258 Report on Key Corporate Governance Activities IRPC Public Company Limited
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