Corporate Governance Committee

Corporate Governance Committee Charter


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.

Audit Committee

Audit Committee Charter


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.

Risk Management Committee Charter


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.


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.


1.1 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.


2.1 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.


3.1 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.


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


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.

4.2.1 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.


5.1 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.


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

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