(4) Candidates with the highest number of votes are to be appointed directors up to the number required at any given election. If candidates receive equal votes, which makes the number of successful candidates exceed that of directors to be appointed, the chairperson of the meeting shall exercise the casting vote. 2. The Board shall elect one of its members as the chairperson and may also select one or more of its members to serve as the vice-chairperson(s). Their duties shall be as prescribed in the company’s Articles of Association and as assigned by the chairperson. 3. The Board shall appoint the President and Chief Executive Officer, in accordance with the established procedures and regulations. The Present and CEO shall also serve as a director and secretary to Board. 4. If any director position becomes vacant for any reason other than retirement by rotation, the Board shall select a qualified person without any of the legal prohibitions as a director at its next meeting unless the remaining term of the outgoing director is less than two months. The new director shall only serve the remainder of the term of their predecessor. Such director must secure at least three-quarters of the votes of the remaining directors. 5. If the Board no longer has a quorum as a result of directors vacating their positions, the remaining directors may exercise the only Board’s authority they have left to call a meeting of shareholders to elect new directors to fill the vacancies. Such director election shall be held within one month from the date the Board failed to muster a quorum. New directors elected to fill vacancies may serve out the remaining terms of their predecessors. 6. Newly appointed director shall attend a director orientation within three months from their respective date of appointment to familiarize themselves with necessary and pertinent information. Removal of Directors 1. Directors shall vacate office after completing a term of three years; however, they may be re-elected. 2. In addition to vacating office by rotation, directors shall vacate office upon death, resignation, or disqualification, or having prohibited characteristics as stipulated by law. They shall also be removed when the shareholders’ meeting has passed a resolution to remove them, or they may be removed by a court order. 3. Director wishing to resign shall tender their resignation letter to the company. The resignation shall take effect on the date the resignation letter is delivered to the company. Board’s Duties and Responsibilities The Board of Directors has a duty of care and a duty of loyalty. Accountable to the shareholders, the Board, oversees IRPC business operations and management’s conformity with the established policies, guidelines, and goals in the best interests of shareholders within the framework of code of ethics and for the benefit of all stakeholders. The following are Board’s duties and responsibilities: 1. Articulate IRPC’s vision, direction, and strategies in a way that supports sustainable growth while balancing economic, social, and environmental factors. Board members shall freely express their views. They shall value all information that might prove beneficial to the process of establishing business direction. The Board shall weigh potential financial and non-financial risks to ascertain the management can efficiently implement the defined vision, direction, and strategies to accomplish the goals. 2. Review and determine IRPC’s principal policies, strategies, objectives, financial targets, and action plans at least once a year. It shall also regularly monitor reports on the implementation of action plans according to IRPC’s direction and strategies. 3. Establish reliable accounting, financial reporting, and auditing systems. It shall also supervise assessment of internal control and internal audit, ensuring their efficiency and effectiveness. 4. Weigh potential major risk factors and determine a comprehensive framework of risk management. It shall ensure that an efficient risk management system or procedure are in place as well as identify business opportunities that may arise from these risks. 5. Monitor all potential conflicts of interest and address such issue as soon as it occurs. It shall review all significant business transactions, focusing on maximizing benefits to shareholders and all stakeholders. 6. Create an appropriate system or mechanism to determine fair compensation for IRPC’s senior management, taking into accounts IRPC’s operating results and business plans, creating short- and long-term incentives. 226 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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