ABOUT IRPC

Sub Committee

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Mr. Somnuk Bomrungsalee
Independent Director / Chairman of the Audit Committee

Mr. Somnuk Bomrungsalee

Independent Director / Chairman of the Audit Committee
Education
  • Bachelor of Engineering (Civil Engineering), King Mongkut’s University of Technology Thonburi (Kmutt)
  • Master of Public and Private Management, The National Institute of Development Administration (NIDA)
Director Training
  • Energy Executive Course, Ministry of Energy, Class 2/2008
  • Executive Training Course, Office of the Civil Service Commission, Class 65/2009
  • Course in Politics and Governance in Democratic Systems for Executives, King Prajadhipok’s Institute, Class 16/2012
  • Executive Training Course 2, Office of the Civil Service Commission, Class 5/2013
  • Executive Program on Energy Literacy for a sustainable Future (TEA), Class 5/2014
  • Director Certification Program (DCP), Class 233/2017, Thai Institute of Directors (IOD)
Experience

Current Position Current Position in Public Companies

  • Apr 2014 – Present Director, IRPC Public Company Limited

Current Position in Limited Companies and Others

  • Oct.2016 – Present Deputy Secretary of Energy

Experience

  • Jul 2014 – Sep.2016 Inspector General, Ministry of Energy
  • 2013 – 2014 Director – General, Department of Energy Business, Ministry of Energy
  • 2011 – 2013 Deputy Director General, Department of Energy Business
  • 2006 – 2011 Director, Bureau of Fuel Business Safety, Department of Energy Business
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Miss Siriwan Chierapong
Independent Director / Member of the Audit Committee

Miss Siriwan Chierapong

Independent Director / Member of the Audit Committee
Education
  • Bachelor of Accountancy, Chulalongkorn University
  • Master of Business Administration (M.B.A.), Thammasat University
Director Training
  • Senior Executive Program (SEP), Class 16, Sasin Graduate Institute of Business Administration of Chulalongkorn University
  • NIDA-Wharton Executive Leaders Program, The Wharton School University of Pennsylvania
  • PTT Executive Leadership Program, General Electric, New York, USA
  • Advanced Certificate Course in Public Economics Management for Executives, Class 7/2008, King Prajadhipok’s Institute
  • Director Certificate Program (DCP) Class 102/2008, Thai Institute of Directors Association (IOD)
Experience

Current Position

Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Apr.2019 – Present Independent Director/ Member of the Audit Committee, IRPC Public Company Limited

Work Experience within the past 5 years

  • 2014-2018 Advisor, PTT Polymer Marketing Company Limited
  • 2013-2014 President, PTT Polymer Marketing Company Limited
  • 2012-2013 Executive Vice President, Strategy and Portfolio Management, Corporate Strategy and Organization Development, PTT Public Company Limited
  • 2009-2012 Executive Vice President, Business Development and Project Management, Petrochemicals and Refining Business Unit, PTT Public Company Limited
  • 2005-2009 Executive Vice President, Subsidiary Planning and Management, Petrochemicals and Refining Business Unit, PTT Public Company Limited
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Mr.Jumpol Sumpaopol
Independent Director / Member of Audit Committee

Mr.Jumpol Sumpaopol

Independent Director / Member of Audit Committee

Education

  • Bachelor of sciences Industrial Education and Technology, Civil Engineering,
    King Mongkut’s University of Technology Thonburi
  • Bachelor of Engineering, Civil Engineering, King Mongkut’s University of Technology Thonburi

Director Training

  • Certificate of Public and Private Management Program, Notional Institute of Development Administration
  • Diploma of Metropolitan Leader, Bangkok Metropolitan and King Prajadhipok’s Institute
  • Certificate of New Government Budget Management, University of California Los Angeles (UCLA)
  • Certificate of Infrastructure and System Development Traffic and Transportation
  • Certificate of Corporate Governance for Director and Senior Executive of State Enterprises and Public Organization (Class 11), King Prajadhipok’s Institute
  • Certificate of Senior Executive Management of Metropolitan Development “Mahanakhon” (Class 1), Bangkok Metropolitan
  • Certificate of Systematic Problem Solving and Decision Making: SPSDM, Office of the Public Sector Development Commission (OPDC)
  • The Rule of Law and Democracy (Class 3), College Constitution Court
  • Business Revolution and Innovation Network “BRAINS” (Class 2), The Federation of Thai industries (F.T.I.)
  • Certificate Health Ambassador (Class 1), Chulabhorn Royal Academy
  • Director Certification Program (DCP), Class 136/2012, Thai Institute of Directors Association (IOD)

Experience

Current Position

Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Oct. 2019 – Present            Independent Director / Member of Audit Committee, IRPC Public Company Limited
  • Feb. 2017 – Present            Chairman / Independent Director / Chairman of Nomination and Remuneration committee,  Stonehenge Inter Public Company Limited

Board member/Management in Non-Listed Company – The Stock Exchange of Thailand

  • 2007 – Present                   University Promotion Committee Board, King Mongkut’s University of Technology Thonburi

Work Experience within the past 5 years

  • Apr. 2013 – 2016     Deputy Governor of Bangkok, Bangkok Metropolitan Administration
  • 2011 – 2013             Board of Directors, Metropolitan Electricity Authority (MEA)
  • 2011 – 2013             Deputy Permanent Secretary for Bangkok, Bangkok Metropolitan Administration
  • 2009 – 2011            Director General Public works Department, Bangkok Metropolitan Administration

 

 

Audit Committee Charter
Structure

1. The Audit committee is made up of at least three directors.
2. The Audit Committee must be appointed by the Board or the shareholder.
3. Under the relevant Announcement of the Capital Market Supervisory Board, members must be independent directors.
4. There is at least one member possessing sufficient knowledge and experience to review the reliability of the budget and financial statement.

Term and compensation

1. Members shall have a term in office as per their term as members of the Board of Directors
2. Members whose terms are due to expire may be reappointed, as seen appropriate by the Board
3. A member may leave the post on the following conditions:

  • Term completion
  • Lacking qualifications specified by this charter or SET regulations
  • Resignation
  • Death
  • Dismissal by the shareholders

4. If a vacancy on the committee exists for reasons other than term completion, the Board must appoint a replacement within 3 months.
5. The Committee’s Compensation must be approved by the shareholders.

Scope of authority, duties, and responsibilities

1. Review the company’s financial reports to meet accounting standards with correctness and sufficiency.
2. Review the adequacy and effectiveness of internal control system and internal audit of the Company including considers the independent of internal control. Consider, appoint, transfer, or dismiss the head of the Office of the Internal Audit, as well as consider the independence of the office
3. Consider the scope of auditing and auditing plans of the Office of the Internal Audit including the sufficiency of internal audit budget, and resources of the Office of the Internal Audit
4. Review the Company’s compliance with the Securities and Stock exchange law, rules and regulations of the Stock Exchange of Thailand or any other laws applicable to the Company’s business.
5. Review the effectiveness and sufficiency of the risk management process.
6. Consider, select and propose an appointment of an external auditor, including its fee, or recommend the dismissal of the external auditor due to lack of ability dereliction or malpractice, as well as to attend a non-management meeting with an auditor at least once a year
7. Review the Connected Transactions, or any transactions which may have conflicts of interests so as to comply with regulations and requirements of the Stock Exchange as well as to ensure that such transaction is of reasonable and of highest interest of the Company.
8. Prepare the Audit Committee Report and disclose in Company’s Annual Report. Such Audit Committee Report shall be signed by Chairman of Audit Committee and shall be signed by the Chairman of the Audit Committee and shall consist of the following details;

8.1 Opinion of the accuracy and reliability of the financial report.
8.2 Opinion of the adequacy of Company’s internal control.
8.3 Opinion of the compliance with laws on Securities and Stock Exchange, requirements of Stock Exchange of Thailand or any other laws applicable to the Company’s business.
8.4 Opinion of the proper of auditors.
8.5 Opinion of any transactions which may have conflict of interest.
8.6 The number of meeting of Audit Committee and the number of attendance by members of Audit Committee.
8.7 Opinion or remark in performing according with the Charter by Audit Committee.
8.8 Any others things which shareholders and general investors should know under the scopes, duties and responsibilities assigned by the Board of Directors.

9. Performs other tasks as assigned by Board of Directors with the agreement of Audit Committee. The Audit Committee is responsible directly to the Board of Directors in accordance with the duties and responsibilities assigned to them. Additionally, the Board of Directors is also responsible to third
parties for the operation of the Company as well.
10. Other duties

10.1 Seek competent advice or assistance from any independent consultant or expert when necessary, the costs and expenses of such services or invitations shall be on the Company’s account.
10.2 Possess the authority to have access to the Company’s information from management, employee and relevant persons.
10.3 Review and revise the Audit Committee Charter at least once a year to ensure its efficiency and comply with the expectation of the Board of Directors.
10.4 Inquire the management and external auditor to report the significant financial statement.
10.5 Receive adequate information about the Company’s overall performance as well as sufficient and regular training in relevant to performing the Audit Committee’s duties.

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Mr. Woothisarn Tanchai
Independent Director / Chairman of the Nomination and Remuneration Committee

Mr. Woothisarn Tanchai

Independent Director / Chairman of the Nomination and Remuneration Committee
Education
  • Bachelor of Science, Khon Kaen University
  • Master of Public Administration National Institute of Development Administration (NIDA)
  • Master of Policy Science (M.P.S.) International Programme Saitame University, Japan
  • Public Law Certificate from Faculty of Law, Thammasat University
  • Public Director Certification Program, King Prajadhipok’s Institute, Class1
Experience

Current Position

  • Jun 2015-Present Independent Director/ Chairman of Nomiantion and Remuneration, IRPC Public Company Limited
  • 2012 Member of Audit Commitee, IRPC Public Company Limited
  • Apr 2009-Apr 2015 Independent Director, IRPC Public Company Limited
  • Apr 2013-Apr 2015 Chairman of Nomination and Remuneration Director, IRPC Public Company Limited
  • Oct 2014-Apr 2015 Member of Risk Management Committee, IRPC Public Company Limited
  • Dec 2014-Present Deputy Secretary General, King Prajadhipok’s Institute
  • Present Associate Professor at the Faculty of Social Administration, Thammasat University
  • Present Member of the National Reform Council
  • Present Constitution Drafting Committee 2014
  • Present Member, Nakhon Ratchasima Rajabhat University Council
  • Present Member of the National Culture Commission
  • Present Advisor, National Decentralization Committee
  • Present Sub-Committee, the Public Sector Development Commission Office of the Public Sector Development Commission
  • Present Member of the Office the basic Education Commission
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Mr. Kris Imsang
Director / Member of Nomination and Remuneration Committee

Mr. Kris Imsang

Director / Member of Nomination and Remuneration Committee
Education
  • Bachelor of Engineering (Civil Engineering), Chulalongkorn University
Director Training
  • Certification in Top Executives in the Poom Palung Pandin Program, Class 3, Chulalongkorn University
  • Leadership Development Program III, Class 2, PTT Public Company Limited
  • Top Executive Program, Class 23, Capital Market Academy (CMA)
  • Top Executive in Energy Program, Class 9, Thailand Energy Academy (TEA)
  • Director Certification Program (DCP), Class 139/2010, Thai Institute of Directors Association (IOD)
Experience

Current Position

Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Mar.2019 – Present Member of Nomination and Remuneration Committee, IRPC Public Company Limited
  • Oct.2018 – Present Senior Executive Vice President, Corporate Governance and Regulatory Affairs, PTT Public Company Limited
  • Dec.2017 – Present Director, IRPC Public Company Limited

Board member/Management in Non-Listed Company – The Stock Exchange of Thailand

  • Sep.2017 – Present Chairman, Sarn Palung Social Enterprise Company Limited
  • Jul.2016 – Present Committee, Vidyasirimedhi Institute of Science and Technology (VISTEC)
  • Mar.2016 – Present Committee, Kamnoetvidya Science Academy (KVIS)
  • Feb.2016 – Present Chairman, Energy Complex Company Limited
  • 2015 – Present Committee, Chulalongkorn University Alumni Association (CUAA)
  • 2015 – Present Committee, Faculty of Engineering, Chulalongkorn University

Work Experience within the past 5 years

  • Dec.2017 – Feb.2019 Member of Corporate Governance Committee, IRPC Public Company Limited
  • Jan.2018 – Sep.2018 Senior Executive Vice President, Organization Management and Sustainability, PTT Public Company Limited
  • Feb.2016 – Dec.2017 Senior Executive Vice President, Human Resources & Organization Excellence, PTT Public Company Limited
  • Aug.2015 – Jan.2016 Executive Vice President, Retail Marketing, PTT Public Company Limited
  • Oct.2013 – Jul.2015 Executive Vice President, Petroleum Terminal Operations, PTT Public Company Limited
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Air Marshal Boonsuib Prasit
Independent Director / Member of the Nomination and Remuneration

Air Marshal Boonsuib Prasit

Independent Director / Member of the Nomination and Remuneration
Education
  • Armed Forces Academies Praparatory School, Class 13
  • Royal Thai Air Force Academy, Class 20
  • Master of Engineer (Aeronautical Engineering), Hochschule der Bundeswehr Muenchen, Germany
  • Squadron Officers, Class 56
  • Air Command and Staff College, Class 33
  • Air War College, Class 36
Director Training
  • Certificate in top Executives in the Energy Education Program, Class 8/2016, Thailand Energy academy (TEA)
  • Thailand’s 5th National Conference on Collective Action Against Corruption (Tackling Corruption through Public-Private Collaboration)
  • Seminar “Incorporation of State Investment Corporation”
  • Ethical Leadership Program (ELP) Class 7/2017, Thai Institute of Directors Association (IOD)
  • Director Accreditation Program (DAP), Class 117/2015, Thai Institute of Directors Association (IOD)
  • Role of the Nomination & Governance Committee Program (RNG), Class 7/2015, Thai Institute of Directors Association (IOD)
Experience

Current Position

Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Apr.2019 – Present Independent Director, Member of the Nomination and Remuneration Committee IRPC Public Company Limited

Work Experience within the past 5 years

  • 2016-2018 Independent Director / Chairman of the Nominating Committee, PTT Public Company Limited
  • 2014-2016 Independent Director / Member of the Nominating Committee, PTT Public Company Limited
  • 2013-2014 Director, Directorate of Aeronautical Engineering, Royal Thai Air Force
  • 2013 Special Expert, Royal Thai Air Force
  • 2011-2013 Deputy Director, Directorate of Adronautical Engineering, Royal Thai Air Force
THE CHARTER OF NOMINATION AND REMUNERATION COMMITTEE

To have a high potential Board of Directors is a key, for they could yield efficiency and effectiveness for imposing good corporate governance principles, leading to optimum benefits to all parties involved. Therefore, IRPC’s Board of Directors has established a Nomination and Remuneration Committee in accordance with the guidelines of the Stock Exchange of Thailand (SET).

The purpose is to ensure that both processes for director nomination and director compensation will be appropriate and transparent. Moreover, the Board could more effectively perform their duties while following the good corporate governance.

This new set- up could also assure the shareholders, investors and all stakeholders that, there will always be highly qualified directors materializing the company’ s strategic goals, the levels and composition of compensation will be more appropriate for the size and complexity of the business, and quality directors could be more motivated to stay with the company.

In conclusion, efficient performance, the company’ s strategic goals, and the company and shareholder’s benefits could be more achieved.

1. COMPOSITIONS OF THE NOMINATION AND REMUNERATION COMMITTEE

1.1 The Committee shall be appointed by the Board of Directors.
1.2 The Committee shall comprise at least three directors, one of whom is an independent director.
1.3 The member, who is not an independent director, must be a non-executive director.
1.4 The Chairman of the Committee should be a senior with high expertise and experience.
1.5 The Chairman of the Board of Directors must not be the Chairman or a member of the Committee to ensure that the Committee will be able to perform its duties more independently.
1.6 The Committee should comprise members with diverse experience and high expertise from multi- areas of business management, human development, strategic planning, law, risk Mr. Woothisarn Tanchai Chairman Mr. Kris Imsang Member Air Marshal Boonsuib Prasit Member Page 2 of 3 management, corporate governance, etc. , to enhance a myriad of perspectives in Board discussions and decision makings. Appointing directors with prior experience for serving in the Committee could also help enhance knowledge transfer and smoother transition.
1.7 The office terms for all Committee members should not end simultaneously.

2. QUALIFICATIONS

2.1 Possess an overall knowledge of business operations and a thorough understanding of corporate governance as well as carry out the role and responsibilities of both the Nomination Committee and the Remuneration Committee.
2.2 Demonstrate impartial judgment without any discrimination. Also understand skills development, diverse backgrounds and professions of individual director for recruiting suitable candidates for the company.
2.3 Able to devote sufficient time to fulfil director’s responsibilities.

3. SEVICE TENURE AND COMPENSATION

3.1 The members shall have either a 3-year office term or the director’s office term, depending on either of which comes first.
3.2 The members whose terms are due to expire, may be re- appointed as the Board of Directors deems appropriate.
3.3 The Committee’s compensation must be approved by the shareholders.

4. ROLES AND DUTIES

Roles and duties of the Nomination and Remuneration Committee are divided into 2 parts

4.1 Part 1: NORMINATING THE DIRECTORS
4.1.1 Creditably propose to the stakeholders and/or the Board of Directors for approval of the structure, size and composition of the Board of Directors and Sub- Committees to suit the business size, type and complexity by transparent methods, without any influence by controlling shareholders.
4.1.2 Consider characteristics of the nominees for Board members by referring to the qualification guidelines:

1) Have non- prohibition factors in accordance with Law, Rules, Regulations, the Good Corporate Governance Guidelines and the articles of association of the Company.
2) General Characteristics: Demonstrate high standards of integrity and accountability, make fact- based decisions, uphold maturity, express different views with independence, and work with sound principles and professionalism, as well as the diverse background, knowledge, work experience, age and gender.
3) Skill Characteristics: Should have relevant skills or expertise for the business and company needs which will be the company’ s benefits if they are in the Director Polls list.
4) Be highly responsible and devote sufficient time to the company’s affairs. REMARKS: The prospect director must not be appointed to more than 5 listed companies, while the prospect executive director should not be appointed to more than 3 listed companies.

4.1.3 The quality of an Independence director must be follow the company’ s Good Corporate Governance, rules of the Thai SEC and SET, and the no prohibited characteristic regulations.
4.1.4 Set up criteria and procedures for appointment and re- appointment of all directors and propose to the Board of Directors for approval.
4.1.5 Recruit qualified candidates to be nominated as directors, in case that the vacant position or the office term is completed, and propose to the Board of Directors and/or the Shareholders Meeting for approval as appropriate.
4.1.6 Consider qualified directors to nominate as Sub- Committee and propose to the Board of Directors for approval.
4.1.7 Perform a due diligence on candidates’ background for the President or the CEO position before recommending qualified candidates to the Board of Directors for approval with optimum benefits to the Company in mind.
4.1.8 Determine the composition and goals of the CEO’s performance to use as a basis for annual performance evaluation and compensation, such as leadership, business strategy, financial performance, relationship with the Board of Directors and Executives, succession planning, etc. , and propose to the Board of Directors for approval.
4.1.9 Evaluate the CEO’ s performance, according to the approved goals and criteria by the Board of Directors. The results will be used to determine annual salary adjustment, bonus, welfare and other benefits (both monetary and non-monetary), and propose to the Board of Directors for approval.
4.1.10Review the succession plan for the CEO and key Management personnel to prepare for successors in the event that those persons have retired or become unable to perform their duties, so that the company’s business can continue operation.

4.2 PART 2: PLANNING REMUNERATION FOR DIRECTORS
4.2.1 Consider and recommend of the remuneration structures, basis and forms of salary (retainer fees), bonuses, meeting fees, and other benefits (Intensive fees) – both monetary and non- monetary for the Board of Directors’ and the Sub- Committees’ compensation. All must suit the business types and remuneration levels much enough to attract and retain quality directors, while generating shareholders’ benefits. The remuneration package of Board of Directors and Sub- Committee must be approved by the shareholders’ meeting.
4.2.2 Set up a fair and proper remuneration basis and forms for the CEO. The remuneration packages should be attractive enough to encourage, motivate and retain the CEO to continue creating company’s sustainable values. The packages will be approved by the Board of Directors.
4.2.3 If necessary, the Committee may hire external consultants to advise on remuneration packages for the Directors and CEO at the company’s expenses.

5. MEETING AND REPORTING DUTIES

5.1 The Committee’s meetings must be held at least 3 times a year.
5.2 Each Committee member should attend at least 75% of the total number of meetings, of which each quorum requires no less than 50% of its members.
5.3 Resolution of the Committee shall be passed by the majority votes of the members present at the meeting. Each member shall be entitled to one vote, and in the event of an equality of votes at the meeting, the Chairman shall have a casting vote.
5.4 The Committee must report their performance to the Board of Directors on an annual basis, and discloses their roles and responsibilities in the annual report.
5.5 This Charter should be reviewed at least every 2 years.

6. PERFORM ANY OTHER WORK ASSIGNED BY THE BOARD OF DIRECTORS.

This Charter is approved by the Board of Directors meeting no.11/2017, On 21 November 2017

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Mr. Anusorn Sangnimnuan
Independent Director / Chairman of the Corporate Governance Committee

Mr. Anusorn Sangnimnuan

Independent Director / Chairman of the Corporate Governance Committee
Education
  • Ph.D. (Chemical Engineering), Monash University, Melbourne, Australia
  • M.Eng. (Environmental Engineering), Asian Institute of Technology (AIT)
  • B.Sc. (Chemical Engineering), Chulalongkorn University
Director Training
  • Diploma, The joint State-Private Sector Course, National Defence College (Class of 20th)
  • Leadership Program, Capital Market Academy (Class of 10th) The Stock Exchange of Thailand
  • Advanced Diploma, Public Administration and Public Law, King Prajadhipok’s Institure
  • Director Certification Program (DCP), Class 62/2005, Thai Institute of Directors Association (IOD)
  • Director Accreditation Program (DAP), Class 40/2005, Thai Institute of Directors Association (IOD)
  • Finance for Non-Finance Directors Program (FND), Class 22/205, Thai Institute of Directors Association (IOD)
  • DCP Refresher Course (DCP RE) , Class 1/2008, Thai Institute of Directors Association (IOD)
Experience

Current Position in Public Companies

  • Sep.2016-Present Chairman of the Corporate Governance Committee, IRPC Public Company Limited
  • Aug.2016-Present Independent Director, IRPC Public Company Limited
  • 2016-Present Independent Director / Chairman of Corporate Governance Committee / Member of the Nomination and Remuneration Committee, Pruksa Holding Public Company Limited
  • 2016-Present Director, B.Grimm Power Public Company Limited
  • 2014-Present Independent Director, Pruksa Real Estate Public Company Limited

Current Position in Limited Companies and Others

  • 2013-Present Director, Office of The National Economic and Social Development Board
  • 2014-Present Chairman, The Transport Company limited

Experience

  • 2013-2016 Director, The Krungthep Thanakom Company Limited
  • 2014-2015 Member of the National Reform Council
  • 2014-2015 Director, Loxley Public Company Limited
  • 2013-2015 Senior Consultant, The Bangchak Petroleum Public Company Limited
  • 2005-2012 President, The Bangchak Petroleum Public Company Limited
  • 2011-2012 Chairman, Bangchak Solar Energy Company Limited
  • 2011-2012 Chairman, The Ubon Bioethanol Company Limited
  • 2008-2012 Chairman, The Bangchak Biofuel Company Limited
  • 2008-2011 Chairman, Thailand Business Council for Sustainable Development (TBCSD)
  • 2008-2011 Director, Thai Capital Market Organizations
  • 2007-2011 Director, Thai Listed Companies Association
  • 2006-2008 Member, The Legislative Assembly Commissioner and Secretary, Energy Committee
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Mr. Charcrie Buranakanonda
Independent Director/ Member of the Corporate Governance Committee

Mr. Charcrie Buranakanonda

Independent Director/ Member of the Corporate Governance Committee
Education
  • Bachelor of Engineering (Machinery Engineering), Kasetsart University
Director Training
  • Advanced Certificate Course in Public Administration and Law for Executives, King Prajadhipok’s Institute, 2010
  • PTT – GE Executive Program, GE Croton Ville, USA 2012
  • Public Director Certification Program, King Prajadhipok’s Institute
  • Director Certification Program (DCP), Class 138/2010, Thai Institute of Directors Association (IOD)
Experience
  • May 2019 – Present Independent Director, IRPC Public Company Limited
  • 2012 – 2015 Senior Executive Vice President, Gas Business Unit, PTT Public Company Limited
  • 2011 – 2012 Executive Vice President, Natural Gas Separation, PTT Public Company Limited.
  • 2009 – 2011 Executive Vice President, Natural Gas Pipeline System, PTT Public Company Limited
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General Nattaphon Narkphanit
Independent Director/ Member of Corporate Governance Committee

General Nattaphon Narkphanit

Independent Director/ Member of Corporate Governance Committee

Education

  • Armed Forces Preparatory School, Class 20
  • Chulachomklao Royal Military Academy, Class 31
  • Infantry Officer Basic Course, Infantry School, Class 74
  • Infantry Officer Advance Course, Infantry School, Class 52
  • Command and General Staff College, Class 71
  • Asia Pacific Security Course, Security Studies Institute, Hawaii, USA

Director Training

  • Diploma, National Defence College, The National Defence College, Class 59, Thailand National Defence College

Experience

Current Position
Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Jun. 2019 – Present
    Independent Director / Member of Corporate Governance Committee IRPC Public Company Limited
  • May 2019 – Present
    Director, TMB Bank Public Company Limited

Board member/Management in Non-Listed Company – The Stock Exchange of Thailand

  • 2018 – Present
    Deputy Commander in Chief, Royal Thai Army and Assistant Director of Internal Security Operation Command

Work Experience within the past 5 years

  • 2017 – 2018
    Chief of Staff, Royal Thai Army
  • Sep.2016 – May 2019
    Member of the National Legislative Assembly
  • 2016 – 2017
    Deputy Chief of Staff, Royal Thai Army
  • 2015 – 2016
    Directing General of Directorate of Operations
Corporate Governance Committee Charter
Structure

1) The Corporate Governance Committee (CG Committee) is made up of at least three directors of the Board, at least one of whom is an independent director.
2) Members must command knowledge and understanding of international-standard corporate governance principles

Term and compensation

1) Members shall have a term in office as per their term as members of the Board of Directors.
2) Members whose terms are due to expire may be reappointed, as seen appropriate by the Board
3) The Committee’s Compensation must be approved by the shareholders. Mr. Anusorn Sangnimnuan Chairman Mr. Charcrie Buranakanonda Member

Scope of authority, duties, and responsibilities

1) Propose corporate governance practices to the Board.
2) Oversee the performance of the Board and the management to ensure compliance with corporate governance principles, while devising policies, measures, and guidelines that are efficient and suitable for IRPC to prevent fraud
3) Review current corporate governance practices against international standards and make recommendations to the Board for revision for the benefit of continuous development
4) Pass on the corporate governance policy to the CG taskforce
5) Perform other Board-assigned tasks.
6) To govern, advise, delegate policy and monitor implementation of Sustainability management in order to improve and guideline to promote Corporate Sustainability strategies and goals.

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Mr. Nuttachat Charuchinda
Director / Chairman of the Risk Management Committee

Mr. Nuttachat Charuchinda

Director / Chairman of the Risk Management Committee
Education
  • Bachelor of Engineering, Chiangmai University
  • Master of Business Administration, Thammasat University
Director Training
  • Program for Global Leadership (PGL), Harvard Business School, USA
  • Oxford Energy Seminar, UK
  • Break Through Program for Senior Executives (BPSE), IMD Institute, Switzerland
  • The Joint State-Private Course, Class 20, Thailand National Defence College
  • Executive Program, Class 15, Capital Market Academy (CMA)
  • Executive Program, Energy Education, Class 3, Thailand Energy Academy
  • Director Certification Program (DCP), Class 129/2010, Thai Institute of Directors Association (IOD)
Experience
  • Apr. 2016 Director, IRPC Public Company Limited
  • May 2014 – Apr.2016 Chairman, PTT Energy Resources Company Limited
  • 2013 – Apr.2016 Director, Thai Oil Public Company Limited
  • 2013 – Nov.2015 Director, PTT Exploration and Production Public Company Limited
  • 2013-2015 Chief Operating Officer, Upstream Petroleum and Gas Business Group, PTT Public Company Limited
  • 2011-2013 Chief Operating Officer, Downstream Petroleum Business Group, PTT Public Company Limited
  • 2010-2011 Senior Executive Vice President, Corporate Strategy, PTT Public Company Limited
  • 2009 Executive Vice President, International Trading Business Unit, PTT Public Company Limited
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Mr. Ekniti Nitithanprapas
Director / Member of the Risk Management Committee

Mr. Ekniti Nitithanprapas

Director / Member of the Risk Management Committee
Education
  • B.A. in Economics, (Honor), Thammasat University
  • M.S. in Economics / Policy Economics, University of Illinois at Urbana-Champaign USA
  • Ph.D. in Economics / Macroeconomics and International Finance, Claremont Graduate University USA
Director Training
  • Advanced Certificate Course in Public Administration and Law for Executives, King Prajadhipok’s Institute, Class 9/2011
  • Director Certification Program (DCP), Thai Institute of Directors (IOD) Class 93/2007
  • Corporate Governance for Capital Market Intermediaries (CGI), Thai Institute of Directors (IOD) Class 4/2015
Experience

Current Position in Public Companies

  • Nov.2015-Present Independent Director, IRPC Public Company Limited

Current Position in Limited Companies and Others

  • 2015 – Present Director-General of the State Enterprise Policy Office, Ministry of Finance

Experience

  • 2015 International Economic Advisor of Fiscal Policy Office, Ministry of Finance
  • 2012 – 2015 Deputy Director-General of Fiscal Policy Office, Ministry of Finance
  • 2010-2015 Minister (Economics and Finance), Office of Economics and Financial Affairs for U.K. and Europe, Royal Thai Embassy, U.K.

Experience

  • 2010 – 2011 Executive Vice President, Commercial & International Marketing
  • 2011 – 2013 Executive Vice President, Retail Marketing
  • 2013 – 2015 Senior Executive Vice President, Oil Business Unit
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Mr. Worawat Pitayasiri
Director / Member of Risk Management committee

Mr. Worawat Pitayasiri

Director / Member of Risk Management committee
Education
  • Bachelor of Engineering (Chemical Engineering), Chulalongkorn University
  • Master Degree in Management, Thammasat University
Director Training
  • Asia Petrochemical Industry Conference (APIC) Class 2/2017, Japan Petrochemicals Industry Association
  • PTT Group VP Leadership Development Program, PTT Public Company Limited
  • Director Certification Program (DCP), Class / 2012, Thai Institute of Directors (IOD)
Experience

Current Position

Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Sep.2018 – Present Director / Member of Risk Management committee, IRPC Public Company Limited
  • Oct.2016 – Present Senior Executive Vice President, Innovation and Digital, PTT Public Company Limited

Board member/Management in Non-Listed Company – The Stock Exchange of Thailand

  • May 2018 – Present Director, PTT Tank Terminal Company Limited

Experience

  • Oct.2016 – Sep.2018 Executive Vice President, Downstream Business Group Planning, PTT Public Company Limited
  • Mar.2016 – Sep.2016 Executive Vice President, Downstream Business Group Collaboration, PTT Public Company Limited
  • Jul.2015 – Mar. 2016 Executive Vice President, PTT Public Company Limited
  • Jul.2015 – Mar. 2016 President, PTT MCC Biochem Company Limited
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Mr. Noppadol Pinsupa
Director / Member of the Risk Management Committee / President / Secretary of the Board of Directors

Mr. Noppadol Pinsupa

Director / Member of the Risk Management Committee / President / Secretary of the Board of Directors
Education
  • Bachelor of Engineering (Electrical), Chulalongkorn University
  • Master of Engineering (Electrical), Chulalongkorn University
Director Training
  • Leadership Development Program III, PTT Leadership and Learning Institute
  • Breakthrough Program for Senior Executives International Leading Business School (IMD) Lausanne, Switzerland
  • Assessor Training Program, Thailand Quality Award (TQA)
  • Financial Statement for Directors, PTT Public Company Limited
  • Seminar “Briefing on International Anti-Corruption International cases and practices”, Thai Institute of Directors Association (IOD)
  • Mitsui – HBS Global Management Academy 2015 Japan – USA
  • G – 20Y Summit 2015, France
  • Program for Senior Executive on Justice Administration Batch, Class 19, Judicial Training Institute
  • Leadership Program, Class 22/2016, Capital Market Academy The Stock Exchange of Thailand
  • Diploma, National Defence College, The National Defence Course, Class 60, Thailand National Defence College
  • Director Certification Program (DCP), Class 146/2011, Thai Institute of Directors Association (IOD)
  • Financial Statements for Directors (FSD), Class 12/2011, Thai Institute of Directors Association (IOD)
Experience

Work Experience within the past 5 years

  • Oct.2014 – Sep.2015 Executive Vice President, PTT, working on a secondment as president, Global Power Synergy Public Company Limited
  • 2012 – 2014 Executive Vice President, Natural Gas for Vehicle, PTT Public Company Limited
  • 2010 – 2012 Executive Vice President, Natural Gas Distribution, Gas Business Unit, PTT Public Company Limited

Current Position
Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Feb.2019 – Present Director / Member of Risk Management Committee / President / Secretary of the Board of Directors / IRPC Public Company Limited
  • Oct.2015 – Present Senior Executive Vice President, Gas Business Unit, PTT Public Company Limited
  • Oct.2015 – Present Director / Member of the Risk Management Committee, Thaioil Public Company Limited

Board member/Management in Non-Listed Company – The Stock Exchange of Thailand

  • Oct.2017 – Present Chairman, PTT Global LNG Company Limited
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Mr. Wattanapong Kurovat
Director / Member of the Risk Management Committee

Mr. Wattanapong Kurovat

Director / Member of the Risk Management Committee

Education

  • Bachelor of Political Science, Thammasat University
  • Master of Business Administration (MBA), Western Michigan University, USA

Director Training

  • The Civil Service Executive Development Program: Visionary and Moral Leadership Class 86, Civil Service Training Institute, Office of the Civil Service Commission
  • Chief of Staff Program Class 53, Joint Staff College, National Defense Studies Institute
  • The Executive Program in Energy Literacy for Sustainable Future TEA Class 13, Thailand Energy Academy

Experience

Current Position

Board member/Management in Listed Company – The Stock Exchange of Thailand

  • Aug. 2019 – Present Director / Member of the Risk Management Committee, IRPC Public Company Limited

Board member/Management in Non-Listed Company – The Stock Exchange of Thailand

  • Apr. 2019 – Present         Director General, Energy Policy and Planning Office

Work Experience within the past 5 years

  • Feb. 2018 – Apr. 2019      Deputy Director General, Energy Policy and Planning Office
  • Apr. 2015 – Feb. 2018      Director, Power Policy Bureau, Energy Policy and Planning Office
Risk Management Committee Charter
Structure

The Risk Management Committee is made up of at least three expert in petroleum, petrochemical business or other relevant field.

Term and compensation

1) Members shall have a term in office as per their term as members of the Board of Directors.
2) Members whose terms are due to expire may be reappointed, as seen appropriate by the Board
3) The Committee’s Compensation must be approved by the shareholders.

Scope of authority, duties, and responsibilities

1) Establish policies and suggest guidelines for managing risk involving with business operation suitably and effectively.
2) Establish risk management plans and processes for the whole organization.
3) Consider principles for financial tools, derivatives and contracts (such as trading future contracts, price difference contracts to lessen risk for the Company).
4) Develop an effective risk management system for the whole organization. Mr. Noppadol Pinsupa Member Mr. Worawat Pitayasiri Member Mr. Nuttachat Charuchinda Chairman Mr.Ekniti Nitithanprapas Member
5) Follow up and assess the application of risk management methods in the whole organization.
6) Regularly report the risk assessment result and risk reduction operation to the Board. In case of serious incident that significantly affects the Company, the issue should be reported to the Board for consideration as fast as possible.
7) Support Risk Manager in operating and assessing main factors in risk management to follow the Corporate Plan and to be equivalent with the leading companies.
8) Consider and closely follow up the risk management of the critical investment projects which have long-term commitment and significant risks.
9) Conduct any other duty as assigned by the Board.

© Copyright 2019 IRPC Public Company Limited. All rights reserved.
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© Copyright 2019 IRPC Public Company Limited. All rights reserved.