NOMINATION AND REMUNERATION COMMITTEE

Term of Office

1. Nomination and Remuneration Committee members’ term of office shall be equal to their directorship’s term of office. (Not more than 3 years)
2. 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

1. 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.
2. 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.

3. 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.
4. Propose the criteria and procedures for nominating incoming directors to the Board for approval.
5. 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.
6. Nominate suitable members of the Board to serve on subcommittees. Such nomination must be endorsed or approved by the Board.
7. 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.
8. 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.
9. 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.
10. 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

1. 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.
2. 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.
3. 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.
4. Perform other tasks assigned by the Board.