Authorized Directors Four directors are authorized to act on behalf of the company pursuant to the company’s certificate dated Febuary 4, 2022: (1)Mr.ChansakChuenchom, (2)Mr.Kris Imsang, (3)Mr.Chawalit Tippawanich, and (4) Ms. Peangpanor Boonklum. For the authorization to be legally binding, two of these four directors must co-sign and affix the IRPC seal. Composition and Qualifications of the Board 1. The Board of Directors shall consist of five but not more than 15 directors. 2. Independent directors shall account for at least one-third of all directors, and there shall be at least three of them on the Board. 3. Director shall not be older than 70 years of age. 4. Director shall serve a 3-year term, after which he or she may be re-appointed in accordance with legal provisions, up to three consecutive terms, or a combined total of nine years. There shall be no exceptions. 5. The following limitations shall apply to Board members who hold directorships in state enterprises and/or other companies listed on the Stock Exchange of Thailand: (1) Up to three state enterprises and/or juristic persons whose shares are held by a state enterprise. (2) Holding directorships in no more than 3 companies listed on the Stock Exchange of Thailand. However, the combined total of directorships under (1) and (2) shall not exceed five. 6. Directors shall be experts in their respective fields. Their combined expertise shall satisfy the needs of IRPC. There shall be a minimum of three petroleum or petrochemical experts, one legal expert, and one accounting and finance expert. Their appointment shall comply with IRPC’s nomination policy and criteria, which takes into account their education, management experience in relevant fields, and their professional accomplishment recognized by businesses of comparable size as that of IRPC. 7. Directors shall possess all the required qualifications but none of the prohibitions pursuant to the Public Limited company Act, the Securities and Exchange Act, the Capital Market Advisory Board’s notifications, rules, and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, IRPC’s Articles of Association and corporate governance principles, and other relevant laws. They shall also be free from any questionable traits that render them unfit for supervising IRPC’s business operations. 8. Directors shall possess all the required qualifications but none of the prohibitions pursuant to the Cabinet Resolution dated January 24, 2011 Re: Appointment of high-ranking government officials to serve as directors in state enterprises or juristic persons whose shares are held by state enterprises. 9. Directors shall possess positive character traits and personality conducive to corporate governance oversight that adds value to IRPC, such as professional integrity, ethical standard, independence, assertiveness, creativity, duty of care and duty of loyalty, dedication and good social standing. 10. For former IRPC directors, their past performance, dedication, and valuable suggestions and recommendations that benefited the company shall also be considered. Independent Director In accordance with corporate governance principles adopted by IRPC, at least one-third of the Board of Directors shall be independent directors. Both independent directors and IRPC’s directors shall serve a 3-year term. Independent director retiring by rotation may be reappointed by shareholders; however, they may only serve up to three consecutive terms, or a combined total of nine years. There shall be no exception. Independent directors shall possess the expertise and qualifications of independence pursuant to notifications of the Capital Market Supervisory Board and as stipulated by the Board of Directors. According to company’s policy, independent directors shall hold no more than 0.5 per cent of IRPC’s issued shares; this requirement is stricter than the not more than one per cent shareholding prescribed by the Securities and Exchange Commission. The definition of an IRPC independent director has been disclosed in the Corporate Governance Handbook and on the company’s website. Independent directors shall be free to speak their minds at Board meetings. They shall attend meetings 224 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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