Supervision of Subsidiaries and Associated Companies Supervisory Mechanisms In addition to corporate governance oversight under the leadership of IRPC CEO and President and other senior executive officers, the company’s Board of Directors oversees the management of subsidiaries, associated companies and joint ventures through IRPC representatives whom the company nominates, with the IRPC Board of Directors’ approval, to serve as directors or executives of these companies. (Further details on Business and Shareholding Structure, Page 93). Decisions on significant investments and business decisions that these representatives are subject to the approval of the Investment Board, the Executive Board, or the Board of Directors, as the case may be. These representatives must also submit progress status reports to the Board of Directors periodically. IRPC announced the IRPC Group Way of Conduct Policy in 2021. The company also introduced IRPC Group Way of Conduct Handbook to establish IRPC’s Governance Principles consisting of: 1) Determination of Key Strategic Positions for IRPC executives and employees assigned to serve in subsidiaries or associated companies. 2) Preparation of Rules and Regulations, requirements and policies, including various directives to establish a linkage between supervision in accordance with the company’s policy and implementing policy to achieve results. 3) Establishment of Reporting Line and Performance Management. 4) Establishment of Multi-level Governance. As the IRPC group operates a diverse range of businesses characterized by different levels of complexity, there is a need to a group manage approach to steer these companies in the same direction with clearly-defined linkages in a systematic manner. Therefore, Multi-level Governance has been developed through cooperative mechanism of the companies within the group. This is aimed to establish operations that meet the same standards to achieve business objectives based on sustainability concepts and the “iSPIRIT” corporate value. 5) Supervision by the Management Committee, various committees under the Board and at the management level, along with specific–purpose committees. All of these committees play pivotal roles in driving effective management enabling the IRPC Group to accomplish its goals. In 2023, to ensure systematic management of subsidiaries, associated companies, and joint ventures in alignment with corporate governance principles and the company’s strategic direction, the IRPC Subsidiary Alignment Management Committee (ISAC 1) to provide oversight for subsidiaries in which the company holds more than 50 percent of outstanding shares, and the IRPC Subsidiary Alignment Management Committee (ISAC 2) to oversee associated companies in which the company holds between 25-50 percent of outstanding shares. Through these committees, the company supervises, promotes and steers subsidiaries and associated companies towards improving efficiency, transparency of their work processes in alignment with the company’s objectives under the IRPC Group Way of Conduct Policy and Corporate Governance Policy. Monitoring Corporate Governance Policy Compliance and Practices 1) Supervision of the use of insider information IRPC emphasizes the need to control how insider information of the company and its subsidiaries is used. This is part of our commitment to equitable treatment of shareholders. The company has set a policy to prevent insider trading and imposed the blackout period. This is in order to control non-public price sensitive information, and to prevent directors, executives, employees, and related persons from using information that has not been disclosed to the SET or general public, for personal gain or to benefit others, directly or indirectly. The guidelines on this matter are summarized below: (1) Directors, executives (according to the SEC’s definition), employees in departments deal ing with inside information (accounting, finance, Company Secretary, Internal Audit Office, Investor Relations, Corporate Strategy, investment management, risk management and Corporate Affairs Office) are prohibited from trading 262 Report on Key Corporate Governance Activities IRPC Public Company Limited
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