Term of Office
- 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.
Duties and Responsibilities
- 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:
(1) Conflict of Interest.
(2) Corrupt practices, misconducts, or abnormalities or serious faults in the internal control system.
(3) Violations of securities and exchange laws, regulations of the Stock Exchange of Thailand, or other rules relevant to IRPC’s business.
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.
NOMINATION AND REMUNERATION COMMITTEE
Term of Office
- 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)
Duties and Responsibilities
Part 1 Nomination
- Review and make recommendations for the structure, size, and composition of the Board of Directors and Sub-Committees based on the size, type, and complexity of IRPC’s business. In doing so, the committee ensures that the Board is transparent and free from the influences of shareholders with controlling power and inspires confidence in external parties. Its proposal shall be submitted to the Board of Directors and/or the shareholders’ meeting for approval.
- Review the qualifications of each director candidate. The following criteria shall apply:
1) The Board of Directors shall consist of directors who have necessary skills knowledge, capabilities but none of the prohibitions stipulated by law and other relevant regulations, including the Corporate Governance Handbook and Articles of Association.
2) Directors serving on the Board shall have positive general characteristics, including integrity, responsibility, ability to make informed decisions, maturity, assertiveness, unconventional thinking, independent viewpoints, principled and high professional standards, as well as diversity in terms of knowledge, experience, age and gender mix.
3) Directors serving on the Board shall possess skills that suit the business needs and requirements of IRPC. It is in IRPC’s best interest if the candidates are on the lists of competent professionals certified or recommended by a government agency.
4) Directors serving on the Board shall be able to dedicate their time fully to the position. Their directorships in other companies must satisfy the following requirements:
(1) Up to three state enterprises or juristic persons whose shares are held by a state enterprise.
(2) Holding a directorship in not more than three companies listed on the Stock Exchange of Thailand, provided that the total number of directorships under (1) and (2) not exceeding five entities.
- Review the qualifications of each independent director candidate, to ensure suitability, taking into account corporate governance principles, criteria of the Securities and Exchange Commission and the Stock Exchange of Thailand. The committee shall also ensure that these candidates do not possess any of the prohibitions stipulated by law and relevant regulations.
- Propose the criteria and procedures for nominating incoming directors to the Board for approval.
- Recommend appropriate director candidates in the event of a vacancy or retirement by rotation to the Board or shareholders at a shareholders’ meeting for approval.
- Nominate suitable members of the Board to serve on subcommittees. Such nomination must be endorsed or approved by the Board.
- Vet candidates for the positions of the President and CEO in the best interest of IRPC. The nomination and appointment of the President and CEO are subject to the Board’s approval.
- Determine the President and CEO’s duties, responsibilities, and performance targets. Leadership, social responsibility, implementation of strategies, financial performance, relationships with the Board and the management, succession planning, positive corporate image, etc., shall serve as the criteria for the annual review of the President and CEO’s performance and determination of compensation, subject to the Board’s approval.
- Evaluate the President and CEO’s performance against defined criteria as well as to determine the annual adjustments of salary, pension, bonus, welfare package and other monetary and non-monetary benefits. The proposal shall be subject to the Board’s approval.
- Review the succession planning for the positions of the President, CEO and other upper management positions to prepare for when they retire or if any of them being unable to perform their duties to ensure business continuity
Part 2 Director Compensation
- Propose the compensation components and criteria of directors and subcommittees, 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, which are aligned with shareholders’ best interest. Director compensation must be approved by the shareholders’ meeting.
- Determine the criteria and components of the President and CEO’s compensation based on suitability, adequacy and fairness to motivate the President and CEO to create value-added to IRPC sustainably. The compensation package is designed to retain a highly effective leader. The President and CEO’s compensation shall be subject to the Board’s approval.
- Where necessary, the committee may engage external consultants to give advice on the appropriate compensation for directors and the President and CEO. IRPC shall bear the expenses.
- Perform other tasks assigned by the Board.
Asst. Prof. Dr. Chaiyaporn Puprasert
Independent Director/Member of the Corporate Governance and Sustainability Committee
Corporate Governance and Sustainability Committee
Components and Terms of Directorship
- 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
- Duties and responsibilities relating to corporate governance (good corporate governance)
- The Committee shall consider and provide suggestions to the Board of Directors in specifying the policy framework and practices of good corporate governance and business ethics, anti-fraud and corruption and anti-bribery, promotion of international human rights, equality, diversity and respect of diversity, including the policies regarding GRC (Corporate Governance, Risk Management & Internal Control and Compliance) which are in line with the structure of the Company’s business operations and comparable to international practices or principles, standards and regulations set forth by the institution or other related regulatory bodies as well as reputable and acceptable agencies or organizations at both national and international levels.
- The Committee shall consider the appropriateness and the adequacy of good corporate governance policy and business ethics of the Company as well as review and improve such policy to ensure its compliance with good corporate governance practices or international principles prior to proposing to the Board of Directors for further consideration.
- The Committee shall determine the supervision and monitoring guidelines to ensure that the Company has operated its business in accordance with the established policies and practices as well as to consistently develop and elevate its supervision of good governance and sustainability.
- The Committee shall review the compliance of good corporate governance policies and practices and sustainability, including significant and relevant operations.
- The Committee shall consider the approval of good corporate governance and sustainability report before disclosing such report in the Company’s annual report.
- The Committee shall consider the approval of performance evaluation of the Board of Directors and the Sub-Committees as well as report the result to the Company’s Board of Directors and shareholders on an annual basis.
- The Committee shall provide advice, suggestion and recommendation regarding good corporate governance and sustainability policy to the Company’s Board of Directors and the management for the development of the structure and system of good corporate governance and sustainability of the Company.
- Duties and Responsibilities relating to sustainability
- The Committee shall consider and provide suggestion in organizing the policy framework, strategies and guidelines on sustainability development of the Company to ensure its standards while being able to achieve the established goals and objectives as well as being comparable to other international practices or principles. This shall enable the Company to operate its business efficiently while being able to respond to the requirements of all stakeholders and shareholders as well as taking into consideration its responsibility toward society, environment and environment with the aim of the Company’s sustainable growth.
- The Committee shall provide suggestions and advice in establishing the Company’s sustainable development plan to ensure its compliance with the stipulated policies and strategies. Besides, the Committee shall provide recommendations which are beneficial for sustainable development as well as determine its sustainable development goals to be well-balanced in environmental, social and governance dimensions (Environmental, Social and Governance (ESG)) and be consistent with good practices according to relevant laws, including national and international standards.
- The Committee shall supervise and monitor the progress of sustainable development of the Company as well as disclose the operating results according to sustainable business strategies, including related criteria, standards and practices.
- The Committee shall review the policy and practices of sustainability of the Company to be updated and suitable for current situation.
- The Committee shall consider the approval of the Sustainability Report prior to further dissemination.
- Any other duties as assigned by the Board of Directors
Risk Management Committee
Term of Office
- 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.
Duties and Responsibilities
- 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