4. The committee shall consider the director nominees’ record of accomplishment, commitment and dedication, and in cases of returning directors, their past performance. Nominees’ directorships in other listed companies must not prevent them from fulfilling the requirements of IRPC’s business. In addition, the number of their directorships shall not exceed the established limit and shall conform to the Cabinet Resolution dated January 24, 2011, regarding state enterprises’ anti-corruption guidelines that seeks to limit the appointment of high-ranking government officials to serve as directors at state enterprises. 5. The committee shall ensure that directors’ independence satisfies the requirements of the Securities and Exchange Commission and those of IRPC. If any of the existing independent directors no longer meet these requirements, the committee shall nominate additional individuals to replace them to maintain the proportion prescribed in the Board’s policy. 6. The committee shall determine the term of office for independent directors. A returning independent director may serve up to three consecutive terms, or a combined total of not more than nine years. 3. Corporate Governance Committee The Corporate Governance Committee shall consist of at least three directors, at least one of whom shall be an independent director. Its role shall be to offer corporate governance guidelines and advice to the Board. Its current members are: 7. The committee shall reach out to qualified candidates before nomination to ascertain that such persons would be willing and ready to accept a directorship at IRPC if appointed. 8. The committee shall present a list of nominees who meet the criteria, along with their qualifications and reasons for their nomination, to the Board of Directors. With Board’s approval, the list shall go before the shareholders’ meeting for approval. The Board shall have the authority to appoint a new director in the case of appointment to fill a vacancy that occurs. 9. For appointments to Board’s commi ttees, the Nomination and Remuneration Committee shall consider candidates with appropriate knowledge and abilities, the composition of each committee, and directorship criteria, such as Board skills matrix/Board diversity, and their independence credentials, for submission to the Board for approval. 1) Air Marshal Boonsuib Prasit (Independent Director) Chairman of the Corporate Governance Committee 2) Mr. Chaiyaporn Puprasert (Independent Director) Corporate Governance Committee 3) Mr. Supot Laosuarpha (Director) Corporate Governance Committee Ms. Arisara Suthasut, Executive Vice President, Office of Corporate Affairs and company secretary serves as the secretary to the Corporate Governance Committee from October 1, 2019 - Present. (Ms. Arisara Suthasut’s professional profile appears under Executive Profiles Page 52) 1) 2) 3) 233 Corporate Governance Structure and Important Information about the Board of Directors, Sub-committees, Executives, Employees and Others IRPC PUBLIC COMPANY LIMITED
RkJQdWJsaXNoZXIy ODg4NTI=