regularly and have access to sufficient financial and business information, enabling them to express their thoughts independently in the best interests of stakeholders. In so doing, they shall also prevent conflicts of interest between IRPC, the management, directors or majority shareholders. As of December 31, 2021, there are eight independent directors, which account for more than half of the Board (more than the legal requirement of at least one-third). IRPC’s current independent directors are as follows: 1. Mr. Woothisarn Tanchai Independent director 2. Mr. Somnuk Bomrungsalee Independent director 3. Mr. Anusorn Sangnimnuan Independent director 4. Air Marshal Boonsuib Prasit Independent director 5. Ms. Siriwan Chierapong Independent director 6. Mr. Jumpol Sumpaopol Independent director 7. Mr. Sukrit Surabotsopon Independent director 8. Asst. Prof. Dr. Chaiyaporn Puprasert Independent director Independent Directors have Duties and Responsibilities as follows: 1. Familiarize themselves with their duties and responsibilities set forth in the Public Limited company Act B.E. 2535 and the Securities and Exchange Act B.E. 2535. They shall also observe best practices prescribed by the SET, SEC Office and other regulatory agencies. 2. Motivate and encourage fellow directors and the company’s executive officers to perform their duties responsibly, carefully, and honestly in compliance with relevant laws, company’s objectives and Articles of Association, Board and shareholders’ resolutions as well as rules prescribed by regulatory agencies. 3. Encourage the company to adopt and implement corporate governance principles and best practices in earnest. 4. Ascertain that the company has appropriate and efficient internal control and risk management systems. 5. Supervise the implementation and disclosure of the company’s policies on reporting of connected transactions and those involving related persons or stakeholders, along with disclosure of major events. Provide useful information to shareholders, including material changes that may affect the company’s stock prices, in accordance with the conditions and timeline requirements of the Stock Exchange of Thailand. 6. Provide independent suggestions and opinions to the Board of Directors to the best interests of the company, minority shareholders and other stakeholders. 7. Perform any other tasks assigned by the Board of Directors, without compromising their ability to perform their duties with independence. 8. Independent directors shall meet among themselves at least once a year. If an independent director position becomes vacant, IRPC shall nominate a qualified individual who fits the definition of an independent director to fill the position as well as maintain the minimum proportion of independent directors on the Board as required by the Capital Market Supervisory Board and corporate governance best practices. If another director on the Board later qualifies as an independent director, meeting the requirements, that director shall be eligible to serve as an independent director. In practice, however, IRPC will still ask the Nomination and Remuneration Committee to scrutinize such director’s qualifications. Appointment and Removal of Directors The following is a summary of director appointment and removal procedures: Appointment of Directors 1. Shareholders shall appoint directors. The Nomination and Remuneration Committee shall compile a list of potential candidates and present it to the board. Once approved, the list of candidates shall go before the annual general meeting of shareholders for election under the following criteria: (1) To pass a resolution, a majority vote of the shareholders attending the meeting and casting their votes is required (2) Each shareholder has votes equal to the number of shares they hold. The one-share-one-vote rule applies. (3) Shareholders may cast their votes for individual candidates or for the entire group of candidates slated in each election as shareholders deem appropriate. Each candidate, individual or as part of a slate of candidates, shall receive all the applicable votes of a shareholder under (1) as their votes are indivisible. 225 Corporate Governance Structure and Important Information about the Board of Directors, Sub-committees, Executives, Employees and Others IRPC PUBLIC COMPANY LIMITED
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