Corporate Governance

IRPC To demonstrate the Company's commitment to transparency,
morality, accountability to the stakeholders and professionalism

The Company has devised principles for best practices in connection with corporate governance for the Board of Directors and the employees to abide by as follows:

1. Best practices for the Board of Directors

To demonstrate the Company's commitment to transparency, morality, accountability to the stakeholders and professionalism, the Company has established a Code of Conduct for the Board of Directors to abide by as follows:
  1. Perform duties in accordance with governing laws, the Company's regulations, and the shareholder's meeting resolutions;
  2. Manage the operations of the Company with integrity, non- partisanship and impartiality, make decisions, and take actions independently;
  3. Delegate authorities to executives to manage day-to-day operations without interference unless deemed necessary;
  4. Are not entitled to other enterprises, neither directly nor indirectly, in the business related to or competing against the Company;
  5. Avoid all cases of conflicts of interests for the utmost benefit and efficient operations of the Company;
  6. Perform duties with caution as to avoid any possible commitments which may have conflicted with their duties at later stages;
  7. Refrain from any explorations of unlawful business returns, neither directly nor indirectly;
  8. Perform duties with professionalism for the utmost benefits to the Company;
  9. Refrain from carrying out any transactions that may have decreased the Company's business returns, or any transactions that may have generated benefits to other individuals or juristic persons;
  10. Prevent and take immediate and firm actions against all acts of corruption in order to establish strong corporate values and reputation;

2. Best practices for executives and employees

The Company's petroleum and petrochemical businesses as well as other entire integrated businesses require a high degree of professionalism, flexibility, and independence for the benefits of the shareholders and the national economy. The Company has established a Code of Conduct for executives and employees to abide by as follows:
  1. For the utmost benefits of the Company, perform duties with responsibility, integrity, commitment and dedication, and comply with the Company's regulations, policies, and working culture;
  2. Keep the information about clients, business partners, and the Company strictly confidential by ensuring documents and confidential information is not disclosed or released to unrelated individuals;
  3. Respect employee's rights of privacy by not disclosing personal and work-related information of the employees, or by defaming the employees and the Company by criticism;
  4. Refrain from slandering others or from carrying out any acts that may have led to conflicts or damages to the Company or individuals related to the Company;
  5. Maintain and create the unity among the employees, and assist other employees in a lawful manner for the mutual benefits of the Company;
  6. Treat co-workers with politeness, kindness, and friendliness, do not withhold information that is deemed essential to the performance of other colleagues, adapt oneself to work with others, and give respect to co-workers by not claiming credit of accomplishments which do not belong to them;
  7. Constantly improve oneself for the benefits of self-development and the Company with determination to becoming decent and efficient employees;
  8. Improve performances by enhancing knowledge and experience;
  9. Adhere to morality and refrain from any acts that may deminish their own reputation or the Company's reputation by avoiding immoral behaviors;
  10. Notify immediate supervisor or the Audit Committee of any suspicious corrupt or fraudulent transactions;
  11. Promote pleasant work environment and atmosphere, and collaborate to drive the Company toward high performance organization;
  12. Refrain from giving and accepting gifts, receptions and benefits to and from business partners or the Company's stakeholders, unless such gifts, receptions and benefits are deemed natural parts of the operations or are of appropriate value and given/accepted during a celebration or festive season. Alert the immediate supervisor should the gifts be of high value and return the gifts to the sender if deemed appropriate.

3. Best practices on human resources management

Employees are invaluable and recognized as one of the IRPC's keys to success, advancement, and sustainable growth of the Company. Employees of IRPC have been carefully selected and trained to ensure their professionalism. The Company has established codes of conduct relating to the human resources management as follows:
  1. Management of human resources shall reinforce and be in line with the Company's business strategies and mission;
  2. The Company shall devise a clear, transparent, fair, and streamlined human resources management system which is competitive with other leading companies;
  3. The Company shall carefully select and train employees to ensure their top performance and professionalism;
  4. Supervisors are required to manage the human resources of their unit in compliance with the Company's human resources system and procedure;
  5. All employees are required to perform with efficiency, responsibility, commitment, and dedication in compliance with the Company's morals and working culture;
  6. It is commonly understood that human resources development involves the Company, the supervisors and the employees as a whole, whereby
    • The Company shall constantly improve skills, knowledge, performance, and efficiency of the employees;
    • Supervisors are required to monitor, assess, and give feedback on the progress of such development;
    • Employees are required to seek for knowledge and self-development;
  7. Quality of performance, achievement, attitude, and potential of employees determine their career advancement, remunerations and incentives;
  8. The Company shall mange competitive remunerations comparable to other leading companies of the similar business type for employees;
  9. The Company shall promote a good quality of life, safety, and sanitation at workplace.

4. Best practices on accounting and finance

  1. Accuracy of records
    • All transactions shall be recorded in an accurate, complete and auditable manner, without any limitation or exceptions;
    • Accounting records and transactions shall be done with high level of accuracy without any fraudulent or distorted information regardless of any purpose;
    • Employees of all levels are required to carry out business transactions in compliance with the Company's rules and regulations with complete sets of transaction evidence, and to provide useful information in an adequate and timely manner to related personnel responsible for recording, preparing and assessing accounting and financial reports, in order for them to record and prepare accurate and complete accounting and financial reports in the Company's account system;
  2. Accounting and financial reports
    • Employees shall not distort information, or prepare illegitimate information including business transactions relating to accounting and finance and information relating to business operations;
    • All employees shall be aware the accuracy of accounting and financial reports is deemed a mutual responsibility of the Board of Directors, the executives and concerned personnel;
    • All employees have responsibility to carry out, prepare and/or provide information on business transactions;
  3. Legal compliance
    • Employees of all levels shall comply with all related regulations and legal requirements, both domestic and international, in order to ensure the correctness and accuracy of the Company's accounting and financial reports;
    • The Company's financial records shall be prepared on a basis of honesty, non-bias, and incorrupt, which includes no involvement of any unlawful or immoral acts;

5. Best practices on the internal control

  1. The Board of Directors has established efficient internal control with appropriate risk management systems which render no negative impacts on the Company's business goals, and ensures regular monitoring and evaluation;
  2. The Audit Committee shall review the Company's internal control systems and report the findings to the Board of Directors and the shareholders. Such internal control systems comprise five main elements: - • Control environment: good control environment enables employee's positive attitude; • Risk assessment: appropriate risk management helps assess operationalal risks which may negatively affect the Company's goals or achievements;
    • Control activities: adequate control activities for all roles and all levels shall be conducted at the acceptable level of risks;
    • Information and communication: includes sufficient, reliable and timely information and communication systems within and outside the organization;
    • Monitoring and evaluation: good monitoring and evaluation ensures the internal control systems are proper, practical, updated, timely, and adaptable to changing environment;
  3. The Executives ensures the policies are translated into practices by
    • The high-level executives set forth the internal control systems of the Company and ensure employees are properly disciplined and equipped with positive attitudes towards the internal control systems;
    • The mid-level executives determine procedures of internal control of the responsible unit with appropriate assessment, improvement and review of the systems;
  4. Employees of all levels comply with the Company's rules, regulations, orders and internal controls systems.
  5. The Office of the Internal Audit is directly responsible for assessments of the internal control and compliance within the systems, and provides control measures to relevant units commensurate with changing environment and risk factors.

6. Best practices on conflicts of interests

  1. The Company's Board of Directors and executives shall consider transactions pertaining to potential conflicts of interests between the Company, its affiliates and joint companies in an honest, reasonable and independent manner, with morality, and for the utmost benefits of the Company. Transactions can be categorized into six types as follows:

    • Transactions of usual business refer to the Company's regular business transactions of products and services under such general trading agreements as the buying and selling of petrochemical and petroleum products, the buying of raw materials, and the provision of services.
    • Transactions of usual business support refer to the business transactions of activities that support the smooth operations of the Company's main business including the sub-contracting for transportation of goods, sub-contracting for advertisement, technical support agreement or sub-contracting for management.
    • Transactions of short-term leased/ leasing properties refer to transactions of leased or leasing properties of less than three-year contract, which do not fall under the general trading agreement.
    • Transactions of other assets and services
    • Transactions of financial assistance to its affiliates and joint companies such as loans and guarantee funds, from which business returns including interests are generated.
    • Other transactions in addition to the above-mentioned.
  2. The Audit Committee is responsible for reviewing significant connected transactions between the Company and its affiliates or joint companies, and considers disclosure of the Company's information in the event that connected or conflicts of interests transactions are found, with accuracy and completeness.
  3. All employees are required to prepare reports to disclose any transactions that are suspicious of conflicts of interests to their immediate supervisor and reach the Office of the President.

7. Best practices on accepting and giving gifts and assets, along with any other benefits

  1. 1) The Company's employees may accept the following gifts and benefits from others under following conditions:
    • Gifts or benefits in compliance with laws or regulations prescribed by positive law;
    • Other gifts or benefits by morality including
    - Gifts offered with affection by relatives commensurate with appropriate professional status;
    - Gifts offered to the general public, not only to any specific individual;
  2. The Company has established additional procedures with respect to gifts and benefits as follows:
    • No employee of any level and their family shall request or accept gifts, assets, or any benefits from contractors, sub-contractors, clients, sellers, co-investors, or business stakeholders in any case, which may cause prejudice, discomfort, or conflicts of interests;
    • Offering of gifts, assets, or other benefits to others in an appropriate, moralized and lawful manner can be done at the Company's discretion;
    • Report of acceptance of gifts or other benefits shall be regularly presented to the Company. Contractors, sub-contractors, clients, sellers, co-investors, or business stakeholders shall also be notified of this policy.

8. Best practices on confidentiality

  1. Confidentiality of the Company
    • The Company's Board of Directors, Executives, employees, workmen, and sub-contractors shall keep the company's undisclosed/secret information and documents, formula, and innovations of the Company's copyright confidential;
    • The Board of Directors, Executives, employees, workmen, and sub-contractors shall not disclose such confidential information, documents and commercial secret;
    • The Company's Board of Directors and employees shall be aware of and follow processes and procedures of information security in order to ensure such information is not disclosed carelessly.
  2. Classification of degrees of confidentiality
    • The Company's confidential business information shall not be disclosed according to the degree of significance of each piece of information, which includes public information, undisclosed information, confidential information, and strictly confidential information;
    • Usage of internal information is confined by duties and responsibilities;
  3. Disclosure of information to external parties
    • The Company's president or designated representative shall approve the information disclosure to be released to the public;
    • Approval of the release of information relating co-investors shall be made by the co-investors;
    • Office of the President, Corporate Communications Unit, and Investor Relation Unit are business units appointed to disclose information to the public. Information shall be prepared by the responsible parties;
  4. Expression of Company's View to the Public
    • Employees shall not disclose or express the Company's views to the public;
    • Employees must ask themselves whether they are responsible for expressing such views. If the answer is 'No', the employees are required to politely refuse to convey such views and redirect the questions to the above-mentioned responsible units;

9. Best practices on buying and selling securities

  1. The Board of Directors, the President, Senior Executive Vice Presidents and Vice President, Accounting and Finance are required to report their holdings of assets in compliance with regulations specified by Stock of Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC);
  2. The Company's affiliates and joint companies listed on the Stock of Exchange of Thailand are governed by laws relating to the use of internal data. The Company has given priority to equal and fair treatment to all shareholders. The Company has determined policies to prevent unlawful acts that could have caused by employees and their family members, to whom undisclosed information of the Company may have been exposed. With access to the information undisclosed to the public, such individuals are prohibited, neither directly nor through the brokers, from buying and/or selling their shares, persuading and purposing others to buy and/or sell the shares of the Company, affiliates and joint companies listed in the Stock of Exchange of Thailand. Such abuse of information is considered unlawful speculation of profits and impartial enabling of advantages to particular parties.
  3. The Company has put in place security protection systems to safeguard documents, files and confidential information, and the management of undisclosed information that allows access by relevant and responsible parties only. Thus, it is the responsibility of the owner and possessor of such information to ensure the relevant personnel strictly follow the security protection systems. Violations of regulations are subject to disciplinary action and/or legal punishments.

10. Best practices on the use of information and communication technology

  1. The Company has given importance to the information and communication technology as one of the keys to business promotion and efficiency. It has become the mandate of the Company in which all employees shall take mutual responsibility in using the information and communication technology in compliance with relevant governing laws, the Company's regulations, and standards;
  2. The security management of the Company's information technology involves the computer systems and related information in compliance with international standards;
  3. All employees have duties and responsibilities as follows:

    • To protect and take care of the Company's IT system under their custody and responsibility from unauthorized and unlawful access, and not to disclose business information to unrelated parties;
    • To use the Company's IT systems and equipment with proper disciplinary precautions to avoid potential negative impacts caused by abusive acts to the Company's reputation and property, including unlawful access to the systems, interference, and disturbance to the performance of the systems, capturing of information, hacking of passwords, forgery of information, release of inappropriate images, information and sound, personal use and/or unlawful abuse of information;
    • To refrain from violations of copyrights of software and other persons' intellectual property;
    • To encrypt the data with passwords while sending important business information via the internet and refrain from exchanging business information on unsecure websites;
    • In the event the employees request permission for the workmen of sub-contractors to use the Company's IT systems, such employees are required to monitor such use and to take responsibility should damages occur to the Company;
  4. The Company shall audit, search for, monitor, interview and control employee's usage of IT system in case suspicious improper use is found to protect the Company's IT system security.
  5. Employees are subject to disciplinary action, legal punishments, or both, in the case of violations when found guilty.

11. Best practices on quality, safety, occupational health and environment

  1. Executives and employees shall incorporate the management of quality, safety and occupational health and environment in their operation in order to enhance efficiency and effectiveness and ensure highest values to the job;
  2. Executives, employees and workmen of sub-contractors shall strictly abide by relevant governing laws, policies, regulations and standards in connection with quality, safety, occupational health and environment;
  3. The Company shall control and prevent possible losses of any form caused by accidents, fire, injury, or sickness from work, losses or damages of properties, violations to security measures, failure to follow operation instructions, and any other kinds of mistakes, and upkeep decent and safe working environment. It is the responsibility of the executives and employees to report accidents and incidents in compliance with the established instructions;
  4. The Company shall establish emergency control and preventive plans at all operating sites including emergency and crisis plans to handle possible emergency incidents including fire, and spillage or leakage of oil, gas, chemical or waste, and to be fully prepared for any kind of crisis which may have suspended the business and damaged the Company's image and reputation;
  5. The Company shall publicize, create awareness, and disseminate information about policies, rules and regulations, measures, and precautions with regard to quality, safety, occupational health, and environment to employees, sub-contractors, and stakeholders to promote good understanding and practical guidelines in order to avoid potential dangers to health, property, and environment;
  6. The Company aims to promote and create awareness about quality, safety, occupational health, and environment as part of daily life of the employees;
  7. With regard to quality, safety, occupational health, and environment, the Company aims to seriously and continuously take social responsibility to ensure the consumption of natural resources are of maximum benefits. Having been given importance to the environment and the safety of the stakeholders, the Company has been supporting social activities to promote the conservation of environment and community development under the sustainable development principles.

12. Best practices on procurement

  1. Procurements shall be done to maximize utmost benefits to the Company. A system shall be put in place to ensure the procurements meet the needs of the company in various aspects including quality, price, quantity, time of service, speed, and in compliance with the Company's policies on quality, safety, occupational health, and environment;
  2. Responsible procurement employees shall follow efficient procurement plans in order to avoid unnecessary and unreasonable urgent procurements;
  3. The Company shall not take advantage of its business partners, but operate with awareness about the Company's benefits and ensure the Company's reputation and image are appropriately safeguarded;
  4. Employees shall provide accurate, clear, and complete information to the business partners with an open and equal treatment manner;
  5. Employees shall listen to feedback and recommendations by the business partners for proper solutions and performance enhancement;
  6. Employees shall keep information received from venders or bidders confidential and not disclose it to third parties;
  7. Invitation of business partners to bidding shall be done in a fair competition;
  8. Negotiations shall be conducted on the basis of business relationships with fairness to both parties, openness and adequate evidence;
  9. The Company shall maintain relationships with business partners on an equal treatment basis and shall not ask for, neither direct nor indirect, assets or returns from the business partners;
  10. Procurement management personnel shall exercise their best judgments in giving consultation and advice, and in listening to the opinions of the responsible employees;
  11. Procurement management personnel shall control, monitor, and ensure the procurements are made in accordance with work ethics. Violations of ethics are subject to investigation and disciplinary act;
  12. The Company shall encourage procurements from Thai entrepreneurs, or its affiliates, and joint companies;
The procurements shall be made systematically and correctly with thorough control measures, and with adaptability to the constantly changing business environment.