7. Approve the President and CEO’s directorships in other companies. As for other senior executive officers’ directorships in other companies shall be approved by the President and CEO. The appointment of IRPC executives to serve on the boards of subsidiaries or joint venture companies according to the proportion of its shareholding or a shareholders’ agreement, falls within the Board’s purview. 8. Determine the components and operational goals for the President and CEO’s performance review, with due consideration to IRPC’s business plans and the Balanced Scorecard management approach. Moreover, the Board shall regularly evaluate the performance of the President and CEO, whose compensation is linked to the performance review results, creating short- and long-term incentives. 9. Provide suitable communication channels with shareholders and stakeholders. It shall also assess IRPC’s disclosures to ensure their accuracy, clarity, transparency, reliability, and conformity with standards. 10. Lead by example with regard to work ethic that aligns with IRPC’s corporate governance and social responsibility guidelines. 11. Advocate the full range of anti-graft and anti-corruption activities and promote sound corporate governance. 12. Appoint a qualified individual to serve as company secretary to assume duties and responsibilities set forth in the Securities and Exchange Act and other relevant laws. Authority of the Board of Directors 1. Approve vision, strategies, short- and long-term business plans, and critical policies, such as corporate governance policy, risk management policy, trade competition policy, anti-corruption policy, connected transaction policy, and disclosure policy. 2. Approve financial procedures, investments, investment approach, financial targets, action plans, and annual budgets. 3. Approve procurements that exceed the President and CEO’s authority. 4. Approve investment projects and important operations under as required by law, objectives framework, company’s Articles of Association and shareholders’ resolutions, and oversee the effective implementation of the established policies and work plans. 5. Approve transactions under the criteria set forth by the Securities and Exchange Act and relevant regulations, such as connected transactions or asset acquisition or disposal. 6. Approve payments of interim dividends to shareholders and annual employees’ salary adjustments and bonuses. 7. Approve determination of components and goals for the President and CEO’s performance review and compensation. 8. Approve the President and CEO serving as director in other organizations; and 9. Approve executive officers’ directorships in IRPC subsidiaries or joint ventures under shareholders’ agreements or the in proportion to shareholding. Authority of Shareholders Unless otherwise stipulated by law, the following shall require approval from shareholders in a resolution passed by at least three-quarters of all shareholders attending and eligible to vote: 1. Sale or transfer of the whole or essential parts of the business to other parties. 2. Purchase or acquisition of a business of another (private) company. 3. Making, amending, or terminating the whole or essential parts of a business lease agreement. 4. Assigning another party to manage an IRPC business. 5. Merging with another party to share losses or profits. 6. Amending the Memorandum of Association or Articles of Association. 7. Increase or decrease of IRPC’s registered capital or the issuance of debentures; and 8. Merger or dissolution of IRPC 227 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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