Audit Committee
Audit Committee
The Audit Committee members’ term of office shall be equal to that of their directorship (Not more than 3 years)
Members who complete their terms of office may be re-appointed, subject to the Board’s discretion, but they may serve no more than three consecutive terms, or a combined total of nine years. There shall be no exceptions.
In the event of a director vacating office, due to any reason, the company shall provide explanation to the Stock Exchange of Thailand.
If any committee position becomes vacant for any reason other than retirement by rotation, the Board shall appoint a new, qualified director to serve on the committee within three months from the date its members fell short of the required number.
Review the accuracy and adequacy of IRPC’s financial reports, ensuring that they meet accounting standards stipulated by law.
Examine IRPC’s internal control, internal audit systems, and risk management process for suitability, sufficiency, and effectiveness.
Review and ensure IRPC is in compliance with the laws governing securities and stock exchange as well as other regulations relevant to the company’s business.
Examine connected transactions and other transactions with possible conflicts of interest to ensure compliance with laws and regulations of the Stock Exchange of Thailand and to ensure the reasonableness of such transactions in the best interests of IRPC.
Select and nominate an independent auditor; determine the fee of auditor appointed to audit the company’s financial statements as well as to remove auditor in the event of incompetence, negligence, or misconduct; and attend a meeting with the auditor in the absence of the senior management at least once a year.
Ascertain that the independent auditor and Internal Audit’s scopes of responsibility and auditing plans are complementary to each other to reduce auditing redundancies.
Approve auditing plans and offer opinions on the budget and workforce of Office of Corporate Internal Audit.
Appoint, transfer, or dismiss the manager of Office of Corporate Internal Audit and ensure the independence of the Office of Corporate Internal Audit.
Oversee the efficiency and effectiveness of IT systems relevant to internal control and risk management.
Prepare the Report of the Audit Committee, which is a part of the annual report.
Access the information needed to review and investigate relevant persons within the scope of its duties and responsibilities of the Audit Committee under IRPC’s Articles of Association.
Report to the Board of Directors upon detecting transaction or action that may give rise to material impact to IRPC’s financial status or operating results so that appropriate measures can be taken to mitigate or resolve it. Events that require reporting include:
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- Conflict of Interest.
- Corrupt practices, misconducts, or abnormalities or serious faults in the internal control system.
- Violations of securities and exchange laws, regulations of the Stock Exchange of Thailand, or other rules relevant to IRPC’s business.
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If the Board or the management fails to act promptly without a valid reason, the Audit Committee shall promptly report the incident to the Securities and Exchange Commission, or the Stock Exchange of Thailand.
Perform other tasks assigned by the Board.
The Nomination and Remuneration Committee
Nomination and Remuneration Committee members’ term of office shall be equal to their directorship’s term of office. (Not more than 3 years)
Member of the Nomination and Remuneration Committee who retires by rotation may be re-appointed by the Board of Directors. (Not more than three consecutive terms, or a combined total of up to nine years. There will be no exception)
When the Nomination and Remuneration Committee has selected the candidates to be nominated for the position of director of the company or member of a Board’s committee, the Committee shall vet the candidate’s qualifications as determined by the Board according to the following conditions:
1. Consider the suitability of knowledge, experience, and expertise beneficial to the company or relevant to the company’s business or the industrial sector to which it belongs so that Board meets the required composition and skills matrix that align to the company’s business direction.
2. Consider Board skills matrix/Board diversity encompassing gender, age, race, nationality, along with hard skills and soft skills as well as sustainability factors. This is to ensure that Board effectiveness, enabling the Board to meet the well-balanced composition in terms of bodies of knowledge, talents, experience and diversity conducive to optimal performance. The Committee also takes into consideration Directors Pool that lists highly qualified individuals who have served as directors in state enterprises and private companies as maintained by the Thai Institute of Directors Association.
3. Ascertain that candidates to be nominated possess the qualifications and none of the prohibited characteristics according to the law and regulations of regulatory agencies, such as the Public Company Act 1992, and the Securities and Exchange Act 1992
4. Consider a director’s track record for time dedication in the case of a former director returning to the position for another term. Attention should also be paid to the number of listed companies where they have served as directors to ensure they are able to dedicate their time and attention. The Committee shall conduct review to make sure the candidates do not exceed the limit on number of directorships they can hold concurrently in compliance with the January 24, 2011 Re: Appointment of high-ranking government officials or individuals to serve as directors in multiple state enterprises.
5. In the case of nominating a candidate as independent director, attention must be paid to independent characteristics according to the criteria set out by the SEC Office as well as the company’s own guidelines. The Committee shall also consider finding candidate for independent director in the event that one of the company’s current independent directors was disqualified to make sure the Board structure and composition is in accordance with the policy set by the Board.
6. Take into consideration the term of office of independent directors (3-year term). In the case of a former independent director returning to office for another term, the Committee must make sure that the new term of office be considered as a continuation of the previous term. This is to ascertain that the rule limiting a director serving up to 3 consecutive terms, or a combined total of nine years, is followed.
7. Proceed to approach the individual who has qualifications according to the criteria to ensure that the said person is willing and available to accept the position of director of the company if appointed.
8. Propose a list of individuals whose qualifications have been vetted together with reasons to justify their nomination to the Board for a decision whether to endorse the nomination before it goes before the shareholders’ meeting for approval. In the case of nomination of a replacement director to fill vacancy due to resignation during the year, the Board is authorized to appoint the new director in accordance with the company’s Articles of Association and the Public Company Act.
9. As for the appointment of members of the Nomination and Remuneration Committee, the Committee shall take into consideration candidates that have suitable skills and knowledge, the composition of the Board’s committee and apply the Board skills matrix/Board diversity framework and characteristics of independence before submitting the nomination to the Board of Directors for approval.
Nomination
1.1. Review and make recommendations on the structure, scope and composition of the Board of Directors and Board’s committees based on the size, type, and complexity of IRPC’s business. The committee performs its duties with transparency, free of influence of shareholders with controlling interest, thus inspiring confidence in external parties. It provides advice and makes proposals to the Board and/or the shareholders’ meeting for approval, as the case may be.
1.2. Review the qualifications of each director candidate to ensure suitability. The following criteria shall apply:
1.2.1 The Board of Directors consists of at least five but not more than 15 directors. Out of the total number of Board members, at least one-third, or not less than three members, must be independent directors.
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1.2.3 The composition of the Board should reflect diversity & inclusion and skills matrix encompassing a broad range of skills, knowledge, expertise and experience, regardless of personal attributes such as age or gender. Directors shall possess qualifications and none of the prohibited characteristics defined by law, the company’s Articles of Association, corporate governance principles and other applicable criteria, such as:
(1) Required qualifications pursuant to the Public Limited Company Act, the Securities and Exchange Act, the Capital Market Advisory Board’s notifications, as well as rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, IRPC’s Articles of Association and corporate governance principles, and other applicable rules. They shall also be free of any questionable character traits that render them unfit for supervising IRPC’s business operations.
(2) Directors shall possess all the required qualifications but none of the prohibitions pursuant to the Cabinet Resolution dated January 24, 2011, Re: Appointment of highranking government officials or persons to serve as directors in state enterprises or juristic persons whose shares are held by state enterprises. (a) Holding directorships in not more than 3 state enterprises and/or juristic persons in which the state enterprise is a shareholder. (b) Holding directorships in up to three companies listed on the Stock Exchange of Thailand. However, the combined total of directorships held under (a) and (b) shall not exceed five.
(3) Directors shall possess positive character traits and personality conducive to corporate governance oversight, such as professional integrity, ethical standard, accountability, independence, assertiveness, evidencebased decision making, principled and professional, duty of care and duty of loyalty, dedication, physical health, readiness to make contribution at meetings and whose social standing is held in high regard.
(4) Directors shall possess skill characteristics that aligns with the company’s business requirements or in accordance with necessary conditions that add value to the company. Preferably, such individuals should be listed on the Directors’ Pool of reputable organizations or government agencies that provide certification.
(5) Other qualifications shall be as determined by the Board of Directors.
1.2.4 The Board shall have the authority to appoint a new director in the case of appointment to fill a vacancy due to resignation while replacement of a director who completed term of office must be approved by a majority vote of the shareholders’ meeting.
1.3 Consider and screen candidates according to nomination criteria and process for submission to the Board of Directors for approval.
1.4 Consider selecting individuals qualified and suitable to be nominated as directors of the company both in the case of vacancy due to retirement by rotation or in case of resignation to be presented to the Board and/or the shareholders’ meeting for approval, as the case may be.
1.5 Consider selecting individuals qualified and suitable to be nominated as members of the Board’s committees, and present them to the Board for approval.
Director Compensation
2.1. Propose compensation components, criteria and forms of remuneration for the company’s directors and members of the Board’s committees, such as retainer fees, bonus, meeting allowance and monetary and non-monetary benefits that are adequate and fair commensurate to the size of IRPC’s business. Such compensation packages shall provide good incentives and enable the company to retain high-caliber directors, in alignment with shareholders’ best interest. Director compensation must be approved by a resolution of the shareholders’ meeting.
2.2. Determine director compensation linked to short- and long-term corporate strategies, ensuring compensation packages are appropriate commensurate to the size and complexity of IRPC’s business. Director compensation must keep qualified directors motivated and help the company retain top talents as well as providing incentive for optimal performance to meet the corporate goals in the best interests of the company and shareholders.
Nomination of Chief Executive Officer and President, Senior Executives and N-1 Level Executives and Determination of Compensation
3.1. Consider and screen candidates and review their qualifications before nominating them for the positions of the Chief Executive Officer and President, senior executive or N-1 level executive. The nomination process must be conducted with due care to ensure suitability in alignment with the company’s strategy and business direction and in the best interest of the company. The nomination shall be presented to the Board for approval. The nomination of the CEO and President shall be determined by the Board of Directors. For candidate to be nominated for the position of company secretary or head of Office of the Corporate Internal Audit, there is also requirement for compliance with applicable laws, the Audit Committee Charter and relevant regulations.
3.2. Consider the succession plan for the position of Chief Executive Officer and President, senior executives and N-1 level executives. Potential successors must be supported to get them ready to be promoted in the case the CEO and President, senior executives or N-1 level executives resign or become incapacitated so that the company can continue to function smoothly and conduct its business with optimal performance.
3.3. Determine the composition and goals for performance evaluation of the Chief Executive Officer and President. This performance evaluation form will also be used to determine proposed adjustments in CEO and President’s compensation, which is subject to the Board’s approval.
3.4. The performance of the Chief Executive Officer and President shall be evaluated against the composition and goals in the performance review that the Board has approved.
3.5. Determine compensation and annual increment rate of the Chief Executive Officer and President, gratuities, bonuses, and other monetary and non-monetary benefits, to presented to the Board for approval. The CEO and President’s compensation should aligns with performance, business plan as well as being appropriate, reasonable and fair to provide incentive for the CEO/ President to create sustainable value to the business as well as enabling the company to retain talented executives.The CEO and President’s compensation must be presented to the Board for approval.
4. Other Tasks Assigned by the Board.
Corporate Governance and Sustainability Committee
The Committee and the Chairman of the Corporate Governance and Sustainability Committee were appointed by the Company’s Board of Directors.
The Committee consists of at least 3 directors (not an executive) and at least 1 independent director.
The Committee’s term of directorship is 3 years each or shall be according to the term of directorship of the Company’s directors (depending on which term precedes).
The director whose position has been terminated may be re-appointed as the Company’s Board of Directors deems appropriate.
In a case where the director completes his/her term of directorship or there is any reasons causing such director unable to complete his/her term of directorship, the Company’s Board of Directors shall consider the appointment of a new director to fill such vacancy within 3 months from the date of the incomplete number of directors. This is to ensure the continuity of the operations of the Committee.
The Corporate Governance and Sustainability Committee shall be entitled to receive the compensation or remuneration from the Company which shall be in accordance with the criteria approved by the shareholders.
The Corporate Governance and Sustainability Committee shall consider the appointment of the Committee’s Secretary.
Duties and Responsibilities
- Develop and advise the Board of Directors in establishing corporate governance policy framework and guidelines, along with code of conduct, anti-corruption, anti-bribery, promotion of human rights, equality, diversity and inclusion. The Committee also supports the Board in formulating GRC (Corporate Governance, Risk Management & Internal Control, and Compliance) framework that aligns with IRPC’s operational structure, in line with international best practices, standards and rules or requirements of regulatory agencies along with reputable organizations at the national and international levels.
- Review the appropriateness and adequacy of the corporate governance policy and the company’s code of business conduct as well as to revise them to be consistent with good governance practices or international principles before presenting them to the Board.
- Determine guidelines, oversight and monitoring mechanisms to ensure IRPC’s operations are in compliance with defined policies and practices so as to continually improve and strengthen corporate governance and sustainability practices.
- Review compliance with corporate governance policy and guidelines as well as other pertinent matters of significance.
- Review and approve the corporate governance and sustainability report prior to disclosure in the annual report.
- Approve methods for assessing the performance of the Board and its committees and report assessment results to the Board and shareholders every year.
- Give advice, suggestions and recommendation pertaining to corporate governance guidelines to the Board of Directors, the management in further developing the company’s corporate governance and sustainability structure and system.
Sustainability Mandate
- Initiate and give advice on the development of sustainability policy framework, strategy and guidelines to meet standards and accomplish IRPC’s stated objectives and goals, in alignment with internationalaccepted best practices or principles. This will help the company improve the competitiveness in its business operations while being able to respond more effectively to the expectations of stakeholders and shareholders by taking into account responsibility towards the community, society and environment to help the company achieve sustainable growth.
- Initiate and give advice on the development of the company’s sustainable development plan that aligns with the stated policy and strategy. Provide valuable input for sustainable development as well as to set sustainable development target based on the ESG (Environmental, Social and Governance) framework in line with applicable laws as well as national and international best practices.
- Supervise and follow up on the progress of the company’s sustainability development as well as disclosing information on outcomes of the implementation of business strategy for sustainability in accordance with relevant criteria, standards and guidelines.
- Review and revise the company’s sustainability policy and guidelines to keep them up-to-date and correspond with evolving situations.
- Review and approve the Sustainability Report before its publication.
Risk Management Committee
Risk Management Committee member’s term of office shall be equal to that of their directorship (Up to three years).
Members who complete their terms of office may be reappointed, subject to the Board’s discretion. But they may serve no more than three consecutive terms, or up to a combined total of nine years. There shall be no exceptions.
Formulate suitable, effective policy and give recommendations on the management of risks associated with IRPC’s business operations.
Provide oversight for enterprise-wide risk management, starting with identification of risks based on internal and external factors. All units shall conduct risk assessment and rank those risks based on impact and likelihood of them happening, so appropriate risk management measures can be taken.
Develop risk management systems and promote effective use of risk management tools, such as derivatives, futures and hedging, etc.
Supervise, monitor and review the corporate risk management to ensure its effectiveness as well as assessing compliance with the risk management framework.
Report risk management assessment results and risk mitigating activities to the Board on a regular basis, and in the case of risk event that may adversely affect IRPC’s operations, report to the Board immediately.
Provide support for establishment and continuing development of risk management that is constantly in alignment with IRPC’s business plan.
Give advice on risk management for investment projects or activities with considerable technical complications, long-term obligations, and are potentially exposed to significant risks.
Disclose the report of the Risk Management Committee in the annual report.
Perform other tasks assigned by the Board
Related documents
Qualifications Required for Members of the Board of DirectorsDownload
The Process and Procedures for the Nomination of Board MembersDownload
Policy on Diversity in the Qualifications of Board MembersDownload
Skills Matrix of the IRPC Board of DirectorsDownload
Independence Criteria for DirectorsDownload
Criteria for the Selection of the Chief Executive Officer and PresidentDownload
Evaluation of the Board of DirectorsDownload
Related documents
Qualifications Required for Members of the Board of DirectorsDownload
The Process and Procedures for the Nomination of Board MembersDownload
Policy on Diversity in the Qualifications of Board MembersDownload
Skills Matrix of the IRPC Board of DirectorsDownload
Independence Criteria for DirectorsDownload
Criteria for the Selection of the Chief Executive Officer and PresidentDownload
Evaluation of the Board of DirectorsDownload
Related documents
Qualifications Required for Members of the Board of DirectorsDownload
The Process and Procedures for the Nomination of Board MembersDownload
Policy on Diversity in the Qualifications of Board MembersDownload
Skills Matrix of the IRPC Board of DirectorsDownload
Independence Criteria for DirectorsDownload
Criteria for the Selection of the Chief Executive Officer and PresidentDownload
Evaluation of the Board of DirectorsDownload
Related documents
Qualifications Required for Members of the Board of DirectorsDownload
The Process and Procedures for the Nomination of Board MembersDownload
Policy on Diversity in the Qualifications of Board MembersDownload
Skills Matrix of the IRPC Board of DirectorsDownload
Independence Criteria for DirectorsDownload
Criteria for the Selection of the Chief Executive Officer and PresidentDownload
Evaluation of the Board of DirectorsDownload
