Corporate Governance

Management Approach

1. Policy

Corporate Governance (CG) policy and Corporate Governance Handbook was developed for Board of Directors, executives, and employees of IRPC’s, subsidiaries’, associates’, and joint ventures within IRPC’s control to observe as practical guidelines. This policy is to promote IRPC as an efficient company marked by good CG and operational excellence, business righteousness, free of fraud, transparent, and open to scrutiny.

For more information on Corporate Governance Policy, please visit

Corporate Governance Policy

2. Responsible Organization (member’s level, responsibility)

The Board plays a key role in defining IRPC’s vision and key strategies, policies, and plans, taking into account risk factors and laying down suitable management approaches, while ensuring that accounting, financial, and audit systems are credible.

The Board consists of four sub-committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee, and the Risk Management Committee to take care of all important issues in the company with the president and the executive management being responsible for implementing the policy and principles determined by the Board to be of interests of the company and its stakeholders.

  • Corporate Governance Committee has ensured that IRPC conforms to the corporate governance and sustainability action plans for the year, whether in routine chores or in strategic ones. These consist of corporate governance development tasks, environmental governance, and social responsibility tasks aligning with the corporate governance guidelines and sustainability guidelines.
  • Audit Committee reviews the reliability of the financial statement of IRPC and its subsidiaries, the internal control system, internal audit system and risk management system to ensure their suitability and effectiveness. Moreover, it provides recommendations on the improvement of the internal control system.
  • Nomination and Remuneration Committee recruits qualified candidates for nomination as Board members and the President. It has established efficient, transparent procedures and criteria of nomination so that the Board is made of directors with diverse knowledge, capability and qualifications. Moreover it considers compensation for directors and the President by adopting equitable and reasonable criteria.
  • Risk Management Committee provides oversight of risk management. The Board provides an overall policy, while the Audit Committee reviews the practices. These committees are to ensure risk assessment analytical exercises, covering potential impacts on IRPC (external and internal, including the emerging risk, i.e. cybersecurity, environmental and social perspectives), and to provide risk management reports to the Audit Committee and Risk Management Committee for review.

3. Management System/Process 
Corporate governance systems ensure that a company is managed in the interests of shareholders. It includes checks and balances that enable the Board of Directors to have appropriate control and oversight responsibilities. In addition, management incentives have to be set in such way that management interests are aligned with shareholder’s interests

Board of Directors

Board Structure

The make-up of the Board is in compliance with the CG Policy. The Board of Directors must consist of director members that are knowledgeable, skilled, and experienced for IRPC’s business interests. The Board must fully dedicate their time to fulfilling their duties. To this end, IRPC has defined the Board’s composition and key qualifications, as well as their appointment, as follows:

  • The Board consists of 5-15 directors;
  • Professional independent directors must number at least one-third of the Board or at least three;
  • Directors may be up to 70 years of age;
  • A director can serve up to three successive terms (nine years).

The qualifications of an Independent Director complies the criteria of the Thai Securities and Exchange Commission (SEC) such as no involvement in management functions of the Company and subsidiary; no blood or legal relation to another Director; and no business relationship and is not an auditor of the company. In addition, the criteria of IRPC are more stringent than the SEC regulation, such as Independent Director must also hold no more than 0.5% of all shares with voting rights, of the Company, which is a stricter regulation than that of SEC’s limit of 1%.

For more information on Board structure, please visit Board of Director

Independent Directors

According to corporate governance principles adopted by IRPC, one-third of the Board of Directors shall be independent directors. Both directors and independent directors shall serve a 3-year term. Independent director retiring by rotation may seek to be re-elected by shareholders; however, they may only serve up to three consecutive terms or nine years. There shall be no exceptions. Independent directors shall possess the expertise and qualifications of independence pursuant to notifications of the Capital Market Supervisory Board and stipulations of the Board of Directors. According to company policy, independent directors shall hold no more than 0.5 percent of IRPC’s issued shares; this requirement is more stringent than the 1-percent stipulation of the Securities and Exchange Commission. The definition of an IRPC independent director shall be disclosed in the Corporate Governance Handbook and on the company website. Independent directors shall be free to speak their minds at every meeting. They shall attend meetings regularly and have access to sufficient financial and business information, which enables them to express their thoughts freely in the best interests of stakeholders. In doing so, they shall also prevent conflicts of interest between IRPC and its executive officers, authorized directors, and majority shareholder.

IRPC defined and compared Independents Directors’ qualification that is in consistent and more stringent than the requirement of the Stock Exchange Commission (SEC)’s and Dow Jones Sustainability Indices (DJSI)’s criteria, please visit Independent Directors’ Qualification.

Nonexecutive Chairman/Lead Director

The Board of Directors has to build in the necessary checks and balances to avoid a potential abuse of power by appointing one person to fulfill the roles of chairman and President.

The principal role of the Chairman is to manage and to provide leadership to the Board of Directors of the Company, to promote and oversee the highest standards of corporate governance within the Board and the Company and to lead the Board and in particular discussions on all proposals put forward by the management team.

For more information on management team, please visit Management Team

Diversity Policy
Although IRPC supports an appropriate balance and diversity of skills, experience, race and gender, the appointment of directors must be transparent and complying with corporate governance policy. The Nomination and Remuneration Committee will recruit and nominate suitable person and give adequate profiled for the Board’s making consideration. The Board then proposes the suitable candidates to the shareholders for approval taking into account the board’s diversity policy. As for appointment of directors in place of those that resign before ending their term, the Board is to decide this matter. Nomination and remuneration committee will consider the qualification in order to recruit and nominate suitable person.

For more information on Board Diversity Policy, please visit Policy of Board Diversity in the Directors Nomination Process or click. Moreover, employee diversity policy, please visit Diversity Policy 

Board Effectiveness

Performance assessment of the Board of Directors specified in the Corporate Governance handbook consists of: self-evaluation, performance evaluation of the Board of Directors, performance evaluation of the Sub Committees, performance evaluation of the Chairman and Individual Directors, and report the result to the Corporate Governance committee and shareholders. The Nomination and Remuneration Committee consider the compensation for the Board, recommend to the Board for approval, and propose to the annual general meeting for transparent approval based on Compensation Best Practices released by the Thai Institute of Directors Association.

For more information on the results of Board’s performance assessment, please visit
Corporate Annual Report or Snapshot Summary of Board’s Performance Assessment

Board Industry Experience

According to IRPC Corporate Governance Handbook, to obtain the right blend of essential competencies, they should consist of at least three of those knowledgeable in the petroleum and petrochemical businesses, at least one knowledgeable in law, and at least one knowledgeable in accounting or finance; taking into account, as stipulated in the nomination policy and criteria, of educational background, skill management in such function, and well- achievement and recognition acceptable in comparable scale of business.

For more information on Board’s experience, please visit Board Industry Experience

The President and the Executives

Success Metrics for the President Compensation

The Board of Directors has stipulated that the president of IRPC shall submit to an annual performance review by the Nomination and Remuneration Committee. The board then determines the remuneration of the president based on the results of this review; however, these results are considered undisclosable private information. The criteria were defined to cover challenging targets in accordance with the company’s short-term and long-term strategies, both monetary and non-monetary performances, including social, community and environmental responsibility. The President accepted and harnessed his utmost potential in managing the business and leading the organization forward in line with two assessment indicators: corporate KPIs, 70%, and supporting factors that boost transparency and sustainability of the company, 30%. This includes the ability to lead the organization and solve problems that affect IRPC and its stakeholders in a timely manner with accuracy and success in order to create a good corporate image and corporate governance. Details are as below;

The president’s annual salary adjustment and bonus are dependent on the results of this performance review and are subject to the approval of the Board of Directors. In addition to challenging goals, these criteria comprehend financial and non-financial key performance indicators per short- and long-term goals of the strategic plan and the company’s vision; corporate responsibilities for communities, society, and the environment; and the balanced scorecard. The remuneration of the president is comparable to that of the others within the same industry or similar industries.

IRPC also performs evaluation of company’s performance relative to peer group performance against a broad spectrum of financial metrics in order to determine how a company’s President pay stacks up against the company’s relative financial performance and peers. IRPC calculates company’s and its peer group’s financial metrics over a three-year period. The weighted average performance rank is compared to the IRPC’s President pay rank (relative to peer company President pay) to yield a relative financial performance results

President and Executive Compensation

IRPC discloses the fixed and variable compensation of the President and executives as follows:

Remuneration

(THB)

FY 2019
Executive Level 1
President 

(1 person)

Other Executives
(6 persons excluding President)
Salary7,731,97625,302,324
Bonus5,236,22513,452,768
Total12,968,20138,755,092

Note:
1. Executive Level 1 definition according to the Securities and Exchange Commission consists of : i) President; ii) Senior Executive Vice President of Corporate Accounting & Finance, Corporate Strategy, Corporate Commercial and Marketing, Corporate Organization Effectiveness, Innovation and Operation Excellence, and Petrochemical and Refinery Operation. 2. The total President’s remuneration include from IRPC and PTT.

Furthermore, IRPC discloses the mean and median of the annual compensation of all employees and the ratio between the mean and median employee compensation and the total annual compensation of the President in the table below

Employee Compensation (THB)Median Employee CompensationMean Employee Compensation
Median / mean annual compensation of all employees, except the President1,170,6901,366,733
Ratio between the total annual compensation of the President and the mean or median employee compensation11.07749.48847

IRPC also discloses employee’s remuneration by employee category and gender as shown below.

Employee LevelAverage Female SalaryAverage Male SalaryRatio
Executive level (base salary only)4,057,6804,248,9280.95499
Management level (base salary only)1,657,4751,967,6780.84235
Management level (base salary + other cash incentives)2,428,4782,794,7380.86895
Non-management level773,009778,4270.99304

Clawback Provision: IRPC’s clawback provision is referred from the Securities and Exchange Act B.E. 2551. Under the section 89/7, the executive management is responsible to manage the company with caution and integrity and to comply with the laws and regulations, objectives and requirement of the company, agreement from board of directors and agreement from the investors. Additionally, the executive management can be prosecuted under the section 89/18, which can be used and does not conflict with section 89/19, if they have been proven not to perform their duties according to 89/7 or misconduct by an Executive Director or misconduct through their direction or non-direction. The executive management or anyone who involve must return the benefits they have received.

Management Ownership Requirement: To drive and promote individual ownership, as being part of corporate’s desired behavior in theme of IRPC DNA, our CEO has encouraged IRPC employee especially executive members to voluntarily hold IRPC’s shares in order to build its commitment and gain long-term trusts from our investors. However, all must strictly comply with regulation set by the Securities and Exchange Commission in order to prevent insider or unethical trading. For more information on number of  shares held by CEO and the executive members please see below;

President and other executive officers hold company shares (as of Dec, 2019)

PositionName(s)Multiple of base salary
PresidentMr. Noppadol Pinsupa0
Average for other executive committee membersIRPC’s Executive level refer to the position that has one level below President position, which is equivalent to Senior Executive Vice President Level. Out 6 executives, 5 of them held IRPC’s shares.
Name of IRPC’s executives that hold IRPC shares as follows:
Mr. Somkiat Lertritpuwadol
Ms. Wanida Utaisomnapa
Mr. Veerawat Srinoradithlert
Mr. Woravuth Sivapetranart
Mr. Vichit Nittayanonte*
0.2

Remark: * Retired on December 31, 2019

In 2019 and throughout the past five years, no directors and executive officers have any records of wrongful activities under the Securities and Exchange Act B.E. 2535 (1992) or Derivatives Act B.E. 2546 (2003) or any of the following:

  • dishonesty or severe negligence;
  • disclosure or dissemination of false information or messages that may cause misunderstanding, or concealing essential facts that should be disclosed, both of which might have affected the decisions of shareholders, investors, or concerned parties; or
  • unfairness or taking advantage of investors in the sale and purchase of shares or derivatives or playing a part in supporting such activities.

Major Shareholders

Voting Rights

IRPC’s policy claims one share one vote, and does not offer golden share or dual class share to any shareholders or under any circumstances. Referring to non-voting depository receipt (NVDR), NVDR holders cannot be involved in company decision-making, therefore, the holders cannot grant voting rights. Definition of NVDR is referred to SET’s website (https://www.set.or.th/nvdr/en/about/whatis.html)

 

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