Performance Review of the President and CEO The Board of Directors has stipulated that the performance review of IRPC’s President and CEO shall be conducted annually by the Nomination and Remuneration Committee. The Board then determines the remuneration of the President and CEO based on the results of this review; however, these results are considered private and confidential that cannot be disclosed. The review criteria are based on the President’s job components and goals. They reflect the president’s performance in a tangible, transparent, fair, and commensurate with his responsibilities. The review consists of two parts: Part 1: Four Corporate KPIs: 1. Financial Perspective 2. Stakeholder Perspective 3. Internal Process Perspective 4. Learning & Growth Perspective Part 2: Three Sustainable Growth Factors 1. Leadership 2. Board of Directors’ Assessment 3. Outstanding Management/Crisis Management In 2021, the Board of Directors approved the President and CEO’s performance review criteria at Board Meeting No. 2/2021 on February 9, 2021. In addition to challenging short-term strategic objectives and long-term goals, these criteria include key performance indicators relating to financial and non-financial outcomes, corporate responsibilities towards communities, society, and the environment, and the President’s crisis management skills. Having acknowledged these criteria, the President and CEO showed his remarkable business acumen, steering IRPC through these challenging times and achieved the predetermined goals. He demonstrated his outstanding leadership and overcame adverse impacts on the company and its stakeholders with decisive, well-executed actions to achieve success. Every director took part in the assessment of the President and CEO’s performance, ensuring transparency and fairness. Their participation reflected IRPC’s continuing transformation towards corporate excellence. The President and CEO excelled at both parts of the review. Compensation for the President and CEO was comparable to his peers in the same or similar industries. Compensation The President and CEO’s compensation was reported as per criteria prescribed by the SEC Office in the management structure under “Executives’ Compensation.” Meeting Attendance and Remuneration of Individual Board Members Board and Sub-Committee Meetings The Board of Directors holds its meetings according to predetermined schedule covering the entire year, to address clearly defined regular agenda that have been fixed in advanced Together, the Chairman and the President and CEO determine agenda items based on a review of proposed topics. Directors are encouraged to propose matters for consideration. Notable issues that require regular attention appear on the agenda of each month, such as the progress status of an ongoing investment project and corporate performance. The Board also follows up on its previous decisions and resolutions to ensure that policies and strategies are properly executed. Since 2017, IRPC has benefited from the Board Portal, which is accessible via the internet from computers, smartphones, and tablets. This online platform allows the Board to function more effectively. With Board Portal, Board members may access IRPC’s essential documents, supporting documents for the Board and Board committees’ meetings, materials for director development and learning programs, and a library containing current news and vital information for directors as well as searchable archive. Meeting invitations are sent out accompanied by agenda, along with background information (seven business days in advance to allow directors enough time to prepare for the meeting). At every meeting, directors with personal stake or conflict of interest in an agenda item must disclose it and recuse themselves or abstain from voting on the item in question. In accordance with the Corporate Governance Policy, the Chairman provides ample opportunities for directors to express their opinions freely. All questions are answered and clarified before a vote is called. The Board’s resolution is passed by a simple majority, or in the case of a special resolution (as per IRPC’s regulations) is passed by at least two-thirds of all directors present. Meeting minutes cover directors’ opinions and observations. Minutes are presented to the Board at the next meeting for review and 260 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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