Individual Directors’ Compensation The Board of Directors has appointed the Nomination and Remuneration Committee to determine compensation guidelines for the Board and Board committee members. The compensation guidelines proposed to the Board are as follows: 1. Directors’ compensation shall consist of two components: 1) monthly cash retainer and 2) meeting allowance (no other compensation is to be paid, monetary or otherwise). 2. Directors’ compensation amounts shall be based on their respective directors’ responsibilities and performance and IRPC’s operating results. They shall be comparable to those of their peers in companies of similar size and business risks, in order to attract and retain directors whose qualifications suit the company’s business needs. The compensation survey of the Thai Institute of Directors (IOD) and the Stock Exchange of Thailand shall also be taken into account. In this regard, the compensation amounts proposed for 2021 were comparable to the mean monthly compensation according to the 2020 survey of directors’ cash retainer of the IOD in December 2020. 3. The scope of duties and responsibilities of the Board and Board committeesshall also be considered. 4. The compensation amount for the Board Chairman and Sub-Committee chairpersons shall be approximately 30 per cent higher than that of a director. 5. Members of Board’s committees: the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and the Corporate Governance Committee, shall be entitled to meeting allowance based on the actual number of meetings they attend. 6. Compensation for the Board and its committees shall be subject to the approval of shareholders at the AGM. The proposed compensation packages for 2021 were presented to the Annual General Meeting of Shareholders (AGM), held on March 31, 2021. The meeting resolved to approve compensation amounts for the Board and its committees, which were the same amounts offered in 2020, as follows: Directors Monthly Compensation/ Person Meeting Allowance/ Person 1. Board of Directors Chairman 60,000 Baht 60,000 Baht Director 45,000 Baht 45,000 Baht 2. Sub-Committees: Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Governance Committee, and other committees that may be appointed by the Board in the future Chairman None 60,000 Baht Director None 45,000 Baht 263 Report on Key Corporate Governance Activities IRPC PUBLIC COMPANY LIMITED
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