Report on Key Corporate Governance Activities Summary of the Board Performance in the Past Year Nomination, Director Development and Board Performance Assessment 1) Nomination and Appointment of Directors and the Top Management Independent Directors Details about the company’s independent directors, their duties and responsibilities appear under “Independent Director.” Director Nomination The Board’s policy mandates that members of the Board of Directors must come from diverse backgrounds. Priority is given to needed competencies that will strengthen and complement the composition of the Board. Individuals with qualifications, experience, and expertise are considered regardless of their gender, religion, or ethnicity. Further details on this matter appear under “Composition and Qualifications of the Board of Directors.” on page 224 As for the nomination of director candidates, IRPC considers suitable and deserving individuals. Both majority and minority shareholders, in addition to the Nomination and Remuneration Committee, have the right to propose director candidates. All nominations must be endorsed by the Nomination and Remuneration Committee and approved by the Board or shareholders (as the case may be). Details about the methods and procedures of director nomination appear under “Nomination and Remuneration Committee.”on page 231-233 Separationof BoardChairmanandPresident/CEO The Public Limited Company Act does not prohibit one person from simultaneously holding both the positions of Chairman of the Board of Directors and CEO. However, the Board’s key roles and responsibilities are to determine directions of the company, formulate policies and monitor the management’s performance. Having the CEO, who heads company’s management team, to also chairs the Board could give rise to dominance that undermines the Board’s ability to function effectively. Such arrangement could also result in the Board being blindsided by the CEO who may conceal vital information or present selective information, or exercising power as chairman to make decisions that benefit the management, etc. To ensure good corporate governance and separation of powers for checks and balances, the Board of Directors of IRPC Public company Limited has mandated that its Chairman and CEO of the company cannot be the same person, and their roles are separate and distinct. Further details about the duties and responsibilities of the Board chairman and the CEO appear under “Authority of the Chairman” and “Duties and Responsibilities of the President and Chief Executive Officer,” on page 236 respectively. President and CEONomination and Succession Planning The Board of Directors has tasked the Nomination and Remuneration Committee with nominating a qualified and capable individual for the office of the President. The nominee is presented to the Board for appointment. The President and CEO of the company also serves as a member of the Board in accordance with the company’s regulations and legal procedures. The candidate must possess the necessary experience, knowledge and a profound understanding of the petroleum and petrochemical businesses, in addition to a good reputation, leadership, and a record of accomplishment of corporate governance compliance. Candidates for senior executive vice president positions must be subjected to scrutiny of the Nomination and Remuneration Committee and approval of the Board as well. 253 Report on Key Corporate Governance Activities IRPC PUBLIC COMPANY LIMITED
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