Thailand. The committee shall also ensure that these candidates do not possess any of the prohibitions stipulated by law and relevant regulations. 4. Propose the criteria and procedures for nominating incoming directors to the Board for approval. 5. Recommend appropriate director candidates in the event of a vacancy or retirement by rotation to the Board or shareholders at a shareholders’ meeting for approval. 6. Nominate suitable members of the Board to serve on subcommittees. Such nomination must be endorsed or approved by the Board. 7. Vet candidates for the positions of the President and CEO in the best interest of IRPC. The nomination and appointment of the President and CEO are subject to the Board’s approval. 8. Determine the President and CEO’s duties, responsibilities, and performance targets. Leadership, social responsibility, implementation of strategies, financial performance, relationships with the Board and the management, succession planning, positive corporate image, etc., shall serve as the criteria for the annual review of the President and CEO’s performance and determination of compensation, subject to the Board’s approval. 9. Evaluate the President and CEO’s performance against defined criteria as well as to determine the annual adjustments of salary, pension, bonus, welfare package and other monetary and non-monetary benefits. The proposal shall be subject to the Board’s approval. 10. Review the succession planning for the positions of the President, CEO and other upper management positions to prepare for when they retire or if any of them being unable to perform their duties to ensure business continuity Part 2 Director Compensation 1. Propose the compensation components and criteria of directors and subcommittees, such as retainer fees, bonus, meeting allowance andmonetary and non-monetary benefits that are adequate and fair, commensurate to the size of IRPC’s business. Such compensation packages shall provide good incentives and enable the company to retain high-caliber directors, which are aligned with shareholders’ best interest. Director compensation must be approved by the shareholders’ meeting. 2. Determine the criteria and components of the President and CEO’s compensation based on suitability, adequacy and fairness to motivate the President and CEO to create value-added to IRPC sustainably. The compensation package is designed to retain a highly effective leader. The President and CEO’s compensation shall be subject to the Board’s approval. 3. Where necessary, the commi ttee may engage external consultants to give advice on the appropriate compensation for directors and the President and CEO. IRPC shall bear the expenses. 4. Perform other tasks assigned by the Board. Director Nomination Process The Nomination and Remuneration Committee reviews and selects suitable candidates to fill vacant positions at the Board or one of the Sub-Committees based on desired qualifications specified by the Board under the following criteria: 1. The nominees shall possess suitable knowledge, experiences, and abilities that will benefit IRPC, especially in the business or industrial sectors where IRPC belongs. At the same time, the candidates shall also satisfy the Board’s requirements for diversity and inclusion in alignment with the company’s business direction. 2. The committee shall consider the Board’s skills matrix and diversity in terms of gender, age, fields of expertise, experience and hard and soft skills as well as sustainability factors. Director candidates, if appointed, should be able to perform their role efficiently and complement the Board with their unique knowledge, competencies, experience, and diversity for the benefit of IRPC. Information from the State Enterprise Policy Office’s Directors’ Pool and the Thai Institute of Directors Association (IOD) shall also be taken into consideration. 3. The nominees shall possess all the desired qualifications but none of the prohibitions stipulated by law, such as the Public Limited Company Act B.E. 2535, the Securities and Exchange Act B.E. 2535 and other pertinent regulations. 232 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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