Connected Transactions Policy and Requirements Significant connected transactions must be considered and approved by IRPC Board of Directors. As IRPC and its subsidiaries operate fully integrated petrochemical and refining businesses, the same business sector as PTT Group companies, connected transactions among IRPC, its subsidiaries, and PTT affiliates are inevitable and regarded as normal business operations. All such connected transactions, including trading in oil products and related services, as well as other transactions in support of normal business, are conducted on an arm’s length basis and which does not lead to benefit transfer. IRPC exercises due care in considering connected transactions based on reasonableness and to the best interests of the company. Measures Relating to Connected Transactions IRPC complies with the requirements Office of the Securities and Exchange Commission (SEC) and the Securities Exchange of Thailand (SET) regarding connected transactions. The Board has duly examined transactions with potential conflicts of interest to ensure that they are conducted in a fair, transparent, and reasonable manner. Should a conflict of interest arise, the director, employee or any related party must recuse themselves from any discussion or voting on the issue in which they have a personal interest. In addition, on a quarterly basis, the Audit Committee reviews IRPC and its subsidiaries’ connected transactions with related companies or parties to avoid conflicts of interest and ensure IRPC’s best interest. Policy on Future Connected Transactions IRPC’s future connected transactions will be considered normal business transactions, with the company will take into consideration suitability of conditions and fair market prices. This is to ensure the best interests of all shareholders and stakeholders, in strict compliance with the corporate governance policy as well as SEC Office and SET’s regulations on connected transactions. Opinion of the Audit Committee Having reviewed all connected transactions, the Audit Committee regards these connected transactions as sensible and conducted in the normal course of business, with suitable reference market prices, and on an arm’s length basis, in conformity to the corporate governance policy and SEC Office and SET’s regulatory requirements. 282 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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