and systematically linked across the group, IRPC has established a hierarchical governance oversight, or Multi-level Governance. This calls for cooperation among companies within the group to observe common operating standards to achieve sustainable business goals based on the corporate values “I-SPIRIT.” The Multi-level Governance is implemented through the introduction of IRPC Group Way of Conduct to subsidiaries over which IRPC has the authority to supervise through IRPC executives serving as CEOs of these companies. Thus, these subsidiaries must observe the IRPC Group’s management approach with a view to pass on the IRPC governance oversight to their respective subsidiaries (grandchild companies). 5) Management Committee Committees serving the Board of Directors and the Management, such as the Corporate Governance Committee, the Management Committee (MC), as well as specialized committees, play a pivotal role in driving IRPC Group Way of Conduct. As consultative and planning bodies, these committees are required to report on the outcomes of the IRPC Group Way of Conduct to the Corporate Governance Committee or the Management Committee or executive committees, as instructed by IRPC President and CEO to monitor the operational efficiency and effectiveness on a regular basis. Monitoring Corporate Governance Policy Compliance and Practices 1) Supervision of the use of insider information IRPC emphasizes the need to control how insider information of the company and its subsidiaries is used as part of our commitment to equitable treatment of shareholders. The company has set a policy to prevent insider trading and imposed the blackout period since 2020. This is in order to control non-public price sensitive information, and to prevent directors, executives, employees, and related persons from using information that has not been disclosed to the SET or general public, for personal gain or to benefit others, directly or indirectly. The guidelines on this matter are summarized below: (1) Directors, executives (according to the SEC Office’s definition), employees who have access to insider information (those working in accounting, finance, company secretary, Internal Audit Office, investor relations, corporate strategy, investment management, risk management, and Office of Corporate Affairs) are prohibited from trading in IRPC’s securities for a period of 30 days prior to and within 48 hours of public disclosure of the quarterly or annual financial statements. The company secretary shall make advance announcement regarding persons who are subject to the Blackout Period. (2) IRPC’s directors and executives wishing trade in the company’s securities have a duty to notify the company secretary at least one day prior to such engaging in such transaction. In case the company secretary wishing to trade in the company’s securities, he or she must notify the chairman of the Board of Directors or the President and CEO accordingly. (3) Directors, executives (according to the SEC Office’s definition) and auditors of the company have a duty to prepare and disclose reports on changes in securities holdings of themselves, their spouse, and minor children, in accordance with the rules and procedures prescribed by the SEC Office within three business days from the date of purchase, sale, transfer or acceptance of transfer of such securities. (4) Directors and executives (according to the SEC Office’s definition) must report changes in their interests and their personal background information in accordance with the reporting procedures for personal interest declaration within seven business days from the date of such changes. The report must be submitted to the company secretary for examination by the chairman of the Board of Directors and chairman of the Audit Committee. 2) Conflict of Interest Prevention IRPC requires that its directors, executives, and employees, as well as those of its subsidiaries, joint ventures, and companies in which IRPC has controlling stake, disclose any potential conflict of interest in any transaction of IRPC or the IRPC Group, using the specified method. 266 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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