Term of Office 1. Nomination and Remuneration Committee members’ term of office shall be equal to their directorship’s term of office. (Not more than 3 years) 2. Member of the Nomination and Remuneration Committee who retires by rotation may be re-appointed by the Board of Directors. (Not more than three consecutive terms, or a combined total of up to nine years. There will be no exception) Duties and Responsibilities Part 1 Nomination 1. Review and make recommendations for the structure, size, and composition of the Board of Directors and Sub-Committees based on the size, type, and complexity of IRPC’s business. In doing so, the committee ensures that the Board is transparent and free from the influences of shareholders with controlling power and inspires confidence in external parties. Its proposal shall be submitted to the Board of Directors and/or the shareholders’ meeting for approval. 2. Review the qualifications of each director candidate. The following criteria shall apply: 1) The Board of Directors shall consist of directors who have necessary skills knowledge, capabilities but none of the prohibitions stipulated by law and other relevant regulations, including the Corporate Governance Handbook and Articles of Association. 2) Directors serving on the Board shall have positive general character ist ics, including integr i ty, responsibility, ability to make informed decisions, maturity, assertiveness, unconventional thinking, independent viewpoints, principled and high professional standards, as well as diversity in terms of knowledge, experience, age and gender mix. 3) Directors serving on the Board shall possess skills that suit the business needs and requirements of IRPC. It is in IRPC’s best interest if the candidates are on the lists of competent professionals certified or recommended by a government agency. 4) Directors serving on the Board shall be able to dedicate their time fully to the position. Their directorships in other companies must satisfy the following requirements: (1) Up to three state enterprises or juristic persons whose shares are held by a state enterprise. (2) Holding a directorship in not more than three companies listed on the Stock Exchange of Thailand, provided that the total number of directorships under (1) and (2) not exceeding five entities. 3. Review the qualifications of each independent director candidate, to ensure suitability, taking into account corporate governance principles, criteria of the Securities and Exchange Commission and the Stock Exchange of 2. Nomination and Remuneration Committee The Nomination and Remuneration Committee shall consist of at least three directors, at least one of whom shall be an independent director. Its current members are as follows: 1) Mr. Woothisarn Tanchai (Independent Director) Chairman of the Nomination and Remuneration Committee 2) Mr. Chansak Chuenchom (Director) Nomination and Remuneration Committee (Mr. Wattanapong Kurovat, member of the Nomination and Remuneration Committee, resigned on May 1, 2021) Ms. Arisara Suthasut, Executive Vice President, Office of Corporate Affairs, and company secretary acting as the secretary to the Nomination and Remuneration Committee from October 1, 2019 - Present. (Ms. Arisara Suthasut’s professional profile appears under Executive Profiles Page 52) 1) 2) 231 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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