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/Training

  • 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)
  • Advanced Master of Management program, Class 2/2018, The National Institute of Development Administration (NIDA)
  • The Program for Senior Executive on Justice, Class 20/2015, Administration Batch, National Justice Academy
  • The Executive Program in Energy Literacy for a Sustainable Future, Class 5/2014, Thailand Energy Academy (TEA)
  • Executive Training Course 2, Class 5/2013, Office of the Civil Service Commission
  • Advanced Certificate Course Politics and Governance in Democratic Systems for Executives, Class 16/2012,
    King Prajadhipok’s Institute
  • Executive Training Course, Class 65/2009, Office of the Civil Service Commission
  • Energy Executive Course, Class 2/2008, Ministry of Energy
  • Director Certification Program (DCP), Class 233/2017, Thai Institute of Directors Association (IOD)

Current Position

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

Nov.2018 – Present            Independent Director / Audit Committee / Chairman of Nomination and Remuneration Committee,

Megachem (Thailand) Public Company Limited

Dec.2017 – Present            Chairman of the Audit Committee, IRPC Public Company Limited

Oct.2017 – Present             Independent Director, IRPC Public Company Limited

Apr.2014 – Present              Director, IRPC Public Company Limited

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

– None –

Work experience within the past 5 years

Feb. 2018 – 2019                Advisor, Energy Fund Administration Institute

Nov.2017 – 2018                 Sub – Committee, State Audit Commission, Office of the Auditor General of Thailand

Apr.2016 – Nov.2017          Member of the Nomination and Remuneration Committee, IRPC Public Company Limited

Oct.2016 – Sep.2017         Deputy Secretary of Energy

Oct.2015 – 2019                  Sub – Committee, Energy Commission, The National Legislative Assembly

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/Training

  • Bachelor of Accountancy, Chulalongkorn University
  • Master of Business Administration (M.B.A.), Thammasat University
  • 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)

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

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

– None –

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/Training

  • 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
  • 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)

Current Position

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

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

Feb. 2017 – Present           Independent Director / Chairman / 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

Oct.2009 – Sep.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/Training

  • Bachelor of Science, Khon Kaen University
  • Master of Public Administration, National Institute of Development Administration (NIDA)
  • Master of Policy Science (M.P.S.), International Program, Saitama University, Japan
  • Public Law Certificate, Faculty of Law, Thammasat University
  • Public Director Certification Program (PDI), Class 1, King Prajadhipok’s Institute

 

Current Position

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

Jun.2015 – Present            Independent Director / Chairman of the Nomination and Remuneration Committee,
IRPC Public Company Limited

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

Dec.2019 – Present            Extraordinary House Committee on studying amendment of the constitution, Parliament

Mar.2018 – Present            Chairman of the Sub-Committee, the National Anti-Corruption Commission (NACC)

2016 – Present                     Member, Thammasat University Council

Dec.2014 – Present             Secretary General, King Prajadhipok’s Institute

2011 – Present                     Sub-Committee, the National Anti-Corruption Commission (NACC)

2008 – Present                  Member, Nakhon Ratchasima Rajabhat University Council

 

Work experience within the past 5 years

2011 – Aug.2018                 Member, the National Culture Commission

2015 – Sep.2018                 Advisor, Constitution Drafting Committee 2017

2011 – Oct.2018                  Sub-Committee, the Office of the Public Sector Development Commission (OPDC)

Sep.2017 – 2019                 Director, Member of the Board of Directors of the Strategy for Balancing and Developing the Public Sector management System

Oct .2014- Apr.2015           Member of the Risk Management Committee, IRPC Public Company Limited

Apr.2013-Apr.2015             Chairman of the Nomination and Remuneration Committee, IRPC Public Company Limited

2012                                       Member of the Audit Committee, IRPC Public Company Limited

Apr.2009- Apr.2015            Independent Director, IRPC Public Company Limited

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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/Training

  • Bachelor of Engineering (Civil Engineering), Chulalongkorn University
  • 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)

Current Position

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

Jun.2020 – Present            Chief Operating Officer, Downstream Petroleum Business Group, PTT Public Company Limited

Mar.2019 – Present            Member of the Nomination and Remuneration Committee, IRPC Public Company Limited

Dec.2017 – Present            Director, IRPC Public Company Limited

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

Feb.2019 – Present            Member of VISTEC Executive Committee, Vidyasirimedhi Institute of Science and Technology (VISTEC)

Work experience within the past 5 years

Nov.2019 – May.2020         Senior Executive Vice President, Down Stream Business Group Alignment, PTT Public Company Limited

Oct.2018 – Oct.2019          Senior Executive Vice President, Corporate Governance and Regulatory Affairs,

PTT Public Company Limited

Jan.2018 – Sep.2018         Senior Executive Vice President, Organization Management and Sustainability,

PTT Public Company Limited

Dec.2017 – Feb.2019        Member of the Corporate Governance Committee, IRPC Public Company Limited

Sep.2017 – Oct.2019         Chairman, Sarn Palung Social Enterprise Company Limited

Mar.2016 – Aug.2019         Committee, Kamnoetvidya Science Academy (KVIS)

Feb.2016 – Dec.2017        Senior Executive Vice President, Human Resources & Organization Excellence,
PTT Public Company Limited

Feb.2015 – Nov.2019         Chairman, Energy Complex 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/Training

  • 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
  • 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)

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

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

2019 – Present                     Chairman, Spot Services Alliances 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/Training

  • B.Sc. (Chemical Engineering), Chulalongkorn University
  • M.Eng. (Environmental Engineering), Asian Institute of Technology (AIT)
  • Ph.D. (Chemical Engineering), Monash University, Melbourne, Australia
  • Diploma, National Defence College, The joint State – Private Sector Course, Class 20, Thailand National Defence College
  • Leadership Program, Class 10, Capital Market Academy The Stock Exchange of Thailand
  • Advanced Diploma, Public Administration and Public Law, Class 5, King Prajadhipok’s Institute
  • DCP Refresher Course (DCP RE), Class 1/2008, Thai Institute of Directors Association (IOD)
  • 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)

Current Position

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

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 the Corporate Governance Committee /

Member of the Nomination and Remuneration Committee,

Pruksa Holding Public Company Limited

2016-Present                       Director, B.Grimm Power Public Company Limited

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

– None –

Work experience within the past 5 years

2014-2017                           Independent Director, Pruksa Real Estate Public Company Limited

2014-2017                            Chairman, The Transport Company limited

2013-2017                            Director, Office of The National Economic and Social Development Board

2013-2016                            Director, The Krungthep Thananakom 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                            Chariman, Bangchak Solar Energy Company Limited

2011-2012                            Chariman, The Ubon Bioethanol Company Limited

2008-2012                            Chariman, 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

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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/Training

  • Bachelor of Engineering (Machinery Engineering), Kasetsart University
  • 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 (PDI), 2013 , King Prajadhipok’s Institute
  • Director Certificate Program (DCP) Class 103/2008, Thai Institute of Directors Association (IOD)

Current Position

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

May 2019 – Present            Independent Director / Member of the Corporate Governance Committee,

IRPC Public Company Limited

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

– None –

Work Experience within the past 5 years

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/Training

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

Current Position

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

Dec.2019 – Present             Director, Thanachart Bank Public Company Limited

Jun. 2019 – Present             Independent Director / Member of the 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

Oct.2020 – Present            Secretary General of the National Security Council

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
Independent Director / Chairman of the Risk Management Committee

Mr. Nuttachat Charuchinda

Independent Director / Chairman of the Risk Management Committee

Education/Training

  • Bachelor of Engineering, Chiangmai University
  • Master of Business Administration, Thammasat University
  • Program for Global Leadership (PGL), Harvard Business School, USA
  • Oxford Energy Seminar, UK
  • Break Through Program for Senior Executives (BPSE), IMD Institute, Switzerland
  • Diploma, National Defence College, The Joint State – Private Sector 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)

Current Position

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

Feb.2020 – Present            Independent Director, IRPC Public Company Limited

Apr.2016 – Present             Director / Chairman of the Risk Management Committee, IRPC Public Company Limited

Aug.2017 – Present            Director, National Power Supply Public Company Limited

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

Dec.2017 – Present         President, Ritta Holdings Company Limited

 

Work experience within the past 5 years

Jan.2019 – Jan.2020          Director, PTT Public Company Limited

Jul.2017 – Jun.2019           President, Bangkok Mass Transit Authority

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

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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/Training

  • 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
  • Advanced Certificate Course in Public Administration and Law for Executives, Class 9/2011, King Prajadhipok’s Institute
  • Oxford Programme On Negotiation in Bangkok, Leadership Focus Institute
  • Role of the Chairman Program (RCP), Class 45/2019, Thai Institute of Directors Association (IOD)
  • Board Matters and Trend (BMT), Class 4/2017, Thai Institute of Directors Association (IOD)
  • Role of the Nomination and Governance Committee (RNG), Class 8/2016, Thai Institute of Directors Association (IOD)
  • Corporate Governance for Capital Market Intermediaries (CGI), Class 4/2015, Thai Institute of Directors Association (IOD)
  • Director Certification Program (DCP), Class 93/2007, Thai Institute of Directors Association (IOD)

Current Position

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

Feb.2020 – Present            Chairman, TMB Bank Public Company Limited

Feb.2020 – Present            Chairman, Thanachart Bank Public Company Limited

Mar.2016 – Present             Member of the Risk Management Committee, IRPC Public Company Limited

Nov.2015 – Present             Director, IRPC Public Company Limited

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

May 2018 – Present            Director-General of the Revenue Department

Work experience within the past 5 years

Jun.2018 – Jan.2020          Director / Chairman, Krungthai Bank Public Company Limited

Jul.2018 – Oct.2019           Chairman, Thai Airways International Public Company Limited

Jun.2018 – Oct.2019          Director, Thai Airways International Public Company Limited

Nov.2015 – May2018          Director, Siam Commercial Bank Public Company Limited

Nov.2015 – May2018          Member of Nomination, Compensation and Corporate Governance Committee,

Siam Commercial Bank Public Company Limited

Nov.2015 – May2018          Chairman, National Credit Bureau Company Limited

Oct.2015 – May2018           Director-General of the State Enterprise Policy Office, Ministry of Finance

Nov.2014 – Sep.2015         International Economic Advisor of Fiscal Policy Office, Ministry of Finance

Nov.2012 – Nov.2014         Deputy Director-General of Fiscal Policy Office, Ministry of Finance

Sep.2010 – Nov.2012         Minister (Economics and Finance), Office of Economics and Financial Affairs for U.K. and Europe, Royal Thai Embassy, U.K.

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Mr. Worawat Pitayasiri
Director / Member of Risk Management committee

Mr. Worawat Pitayasiri

Director / Member of Risk Management committee

Education/Training

  • Bachelor of Engineering (Chemical Engineering), Chulalongkorn University
  • Master of Business Administration (M.B.A.), Thammasat University
  • Asia Petrochemical Industry Conference (APIC) Class 2/2017, Japan Petrochemicals Industry Association
  • PTT Group VP Leadership Development Program, PTT Public Company Limited
  • Senior Executive Program (SEP), Class 26/2012, Sasin Graduate Institute of Business Administration, Chulalongkorn University
  • Advanced Certificate Course Politics and Governance in Democratic Systems for Executives, Class 22,
    King Prajadhipok’s Institute
  • NIDA – Wharton Executive Leadership Program, Class 2009, The Wharton School of the University of Pennsylvania, USA
  • Director Certification Program (DCP), Class 158/2012, Thai Institute of Directors Association (IOD)

Current Position

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

Sep.2018 – Present            Director / Member of the Risk Management committee, IRPC Public Company Limited

Sep.2018 – Present            Senior Executive Vice President, Innovation and Digital, PTT Public Company Limited

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

Oct.2019 – Present             Chairman, PTT Digital Solutions Company Limited

Sep.2019 – Present            Director, PTT Digital Solutions Company Limited

Feb.2019 – Present            Member of VISTEC Executive Committee, Vidyasirimedhi Institute of Science and Technology (VISTEC)

Work experience within the past 5 years

Nov.2019 – Feb.2020         Director, InnoSpace (Thailand) Company Limited

May 2018 – Nov.2018        Chairman, PTT Tank Terminal Company Limited

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 and Chief Executive Officer / Secretary of the Board of Directors

Mr. Noppadol Pinsupa

Director / Member of the Risk Management Committee / President and Chief Executive Officer / Secretary of the Board of Directors

Education/Training

  • Bachelor of Engineering (Electrical), Chulalongkorn University
  • Master of Engineering (Electrical), Chulalongkorn University
  • The Executive Program in Energy Literacy for a Sustainable Future, Class 14/2019, Thailand Energy Academy
  • Diploma, National Defence College, The National Defence Course, Class 60, Thailand National Defence College
  • TIJ Executive Program on the Rule of Law and Development (RoLD Program), 2017, Thailand Institute of Justice (TIJ)
  • Leadership Program, Class 22/2016, Capital Market Academy, The Stock Exchange of Thailand
  • G – 20Y Summit 2015, France
  • Mitsui – Harvard Business School HBS – Global Management Academy 2015 Japan and USA
  • Program for Senior Executive on Justice Administration Batch, Class 19/2014, Judicial Training Institute
  • 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
  • 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)

Current Position

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

Feb.2019 – Present            Director / Member of the Risk Management Committee / President and Chief Executive Officer / Secretary of the Board of Directors, IRPC Public Company Limited

Feb.2019 – Present            Senior Executive Vice President, Downstream Petroleum Business Group, PTT Public Company Limited

Board member/Management in NonListed Company The Stock Exchange of Thailand

Aug.2019 – Present            Deputy Chairman, PTT Energy Solutions Company Limited

May.2019 – Present            Chairman, IRPC Oil Company Limited

Apr.2019 – Present             Chairman, IRPC Polyol Company Limited

Mar.2019 – Present            Director, IRPC Oil Company Limited

Mar.2019 – Present          Chairman, IRPC A&L Company Limited

Mar.2019 – Present          Chairman, IRPC Technology Company Limited

Mar.2019 – Present          Chairman, iPolymer Company Limited

Jan.2019 – Present          Director, UBE Chemicals (Asia) Public Company Limited

Work experience within the past 5 years

Feb.2019 – Aug.2019         Chairman, PTT Energy Solutions Company Limited

Oct.2017 – Jan.2019          Chairman, PTT Global LNG Company Limited

2017                                       Chairman, PTT LNG Company Limited

Oct.2015 – Jan.2019          Senior Executive Vice President, Gas Business Unit, PTT Public Company Limited

2015 – 2016                         Executive Vice President working on Acting Senior Executive Vice President, Gas Business Unit, PTT Public Company Limited

Oct.2015 – Jan.2019          Director / Member of the Risk Management Committee, Thaioil Public Company Limited

2014 – 2018                         Chairman, PTT Natural Gas Distribution Company Limited

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

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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/Training

  • Bachelor of Political Science, Thammasat University
  • Master of Business Administration (MBA), Western Michigan University, USA
  • 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
  • Director Certification Program (DCP), Class 288/2020, Thai Institute of Directors Association (IOD)
  • Director Accreditation Program (DAP), Class 168/2020, Thai Institute of Directors Association (IOD)

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

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.

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