Disclosures enhance operational efficiency, governance and management excellence, ethics, freedom from corruption, transparency, and accountability. Conflict of Interest Report IRPC mandates that all IRPC Group executive officers and employees must report all their (potential) conflicts of interest with the company to the Corporate Governance Committee. Reporting is done via online system for seven consecutive years (since 2015). This is in addition to disclosing its directors’ and executives’ conflicts of interest according to the regulations of the SEC Office to promote transparency and anti-corruption operational mindset. In 2021, the company saw a 100 per cent adoption of the online reporting system from executives and employees across all levels. Reporting Conflict of Interest of Directors, Executives and Related Persons Every director submits a conflict of interest report, which the board uses as the basis for the supervision of its members’ conflicts of interest. Every senior executive officer prepares a similar report annually. The company secretary files these away after presenting their copies to the chairman of the board and the chairman of the Audit Committee, who use them to oversee matters of conflicts of interest. 3) Reporting Securities Holding To supervise the use of insider information, it is mandatory for Board members and executive officers, including their lawful spouse, cohabiting partners, and underage children, to report any changes in their holding of IRPC securities to the company, the Stock Exchange of Thailand, and the Office of the Securities and Exchange Commission in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 and any ensuing amendments, within three business days from the date of the transaction. Moreover, the company’s policy requires Board members and executives to disclose/report/purchase/sale/transfer/ changes in holdings of IRPC securities to the Board at the monthly Board meeting. Such reporting requirement is an integral part of every board meeting’s agenda. The company has never been warned of such matters from the regulators and in 2021 Board members collectively held less than 25 per cent of the company’s issued shares, in compliance with regulations of the Stock Exchange of Thailand. 4) Connected Transactions Related/Connected Transactions Policy IRPC and its subsidiaries operate an integrated petrochemical and refining business, belonging to the same industrial sector as the PTT Group. Transactions between IRPC and other companies within the PTT Group are conducted on arm’s length basis, from the exchange of crude oil and petrochemical products, related services, and other activities that support each other’s day-to-day operations. The prices and terms and conditions of these transactions are no different from those agreed upon with companies outside the PTT Group. There is no transfer of mutual benefits. IRPC examines every connected transaction carefully, rationally, and independently, in its own best interest. Measures for Related/Connected Transactions IRPC complies with the regulations of the Securities and Exchange Commission and Stock Exchange of Thailand regarding connected transactions. The Board of Directors appropriately considered the items that may give rise to conflicts of interest to ensure that the transaction is fair, transparent, and reasonable. The directors, employees, or any person with conflicts of interest are not allowed to attend the meeting or vote on that agenda. In addition, the Audit Committee is also responsible for the review and audit of connected transactions made between the company, its subsidiaries, and related persons or companies on a quarterly basis. The objectives are to eliminate conflicts of interest that might occur and ensure the best interests of the company. Policy on Future Connected Transactions IRPC’s future connected transactions will be normal business transactions. The company bases its decisions primarily on reasonable and fair pricing. This is to ensure shareholders and all stakeholders receive fair and equitable treatment in accordance with the Corporate Governance Policy, in compliance with the regulations of Office of the Securities and Exchange Commission and the Stock Exchange of Thailand on connected transactions. 267 Report on Key Corporate Governance Activities IRPC PUBLIC COMPANY LIMITED
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