Corporate Governance Structure The management structure, or organizational structure, of IRPC Public company Limited comprises shareholders, the Board of Directors, and the management team led by the President and Chief Executive Officer. The Board is accountable to shareholders, while the senior management team is accountable to the Board. Efficient management and good corporate governance principles are integral to the design of the company’s management structure, which upholds the relationships between the shareholders, the Board, and the management. This brings about the corporate competitiveness, long-term value for shareholders, with due consideration given to all stakeholders in an equitable, fair and socially responsible manner, along the pathway towards sustainable growth. According to corporate governance best practice, a company’s shareholders appoint the Board of Directors to provide corporate governance oversight on their behalf. The Board articulates the company’s vision, give business direction, formulates policies, sets goals, devises strategic plans and approves annual budgets for the management to implement and achieve the pre-determined goals. At the same time, the Board provides supervision to ensure operational transparency, efficiency, maximum benefits for shareholders and returns on their investment. The company makes profits, grows sustainably and employees are well taken care of and receive fair compensation. Board of Directors The Board of Directors consists of 15 directors, appropriate for the size, type and complexity of IRPC business. As of December 31, 2021, the board consisted of 14 directors. (One director resigned onMay 1, 2021, resulting in one vacancy). The current directors can be classified as follows: • Thirteen non-executive directors (93 per cent of the Board of Directors) • One executive director (President and Chief Executive Officer) Of these 14 directors, eight qualify as independent directors (more than 50 per cent of the Board) and two are female directors (14 per cent of the entire Board). Professional profiles of the Board of Directors appear under “Board of Directors” Page 28-44 Corporate Governance Structure and Important Information about the Board of Directors, Sub-Committees, Executives, Employees and Others 222 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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