in IRPC’s securities for a period of 30 days prior to and within 48 hours of public disclosure of the quarterly or annual financial statements. The Company Secretary shall make advance announcement regarding persons who are subject to the Blackout Period. (2) IRPC’s directors and executives wishing to trade in the company’s securities have a duty to notify the Company Secretary at least one day prior to engaging in such transaction. In case the Company Secretary wishes to trade in the company’s securities, he or she must notify the Chairman of the Board or the CEO and President accordingly. (3) Directors, executives (according to the SEC Office’s definition) and auditors of the company have a duty to prepare and disclose reports on changes in securities holdings of themselves, their spouse, and minor children, in accordance with the rules and procedures prescribed by the SEC Office within three business days from the date of purchase, sale, transfer, or acceptance of transfer of such securities. (4) Directors and executives (according to the SEC Office’s definition) must report changes in their interests and personal background information in accordance with the reporting procedures for personal interest declaration within seven business days from the date of such changes. The report must be submitted to the Company Secretary for examination by the Chairman of the Board of Directors and chairman of the Audit Committee. 2) Conflict of Interest Prevention IRPC requires that its directors, executives, and employees, as well as those of its subsidiaries, joint ventures, and companies in which IRPC has controlling stake, disclose any potential conflict of interest in any transaction of IRPC or the IRPC Group, using the specified method. Such disclosures enhance operational efficiency, governance and management excellence, code of business conduct, freedom from corruption, transparency, and accountability. Conflict of Interest Reporting IRPC mandates that all IRPC Group executive officers and employees must report all their potential conflicts of interest with the company through the online filing system for the 9th year (since 2015). This is in addition to disclosing its directors and executives’ conflicts of interest according to the regulations of the SEC Office to promote transparency and anti-corruption operational mindset, and results of such reporting are submitted to the Corporate Governance Committee. In 2023, 100 percent of executives and employees at all levels throughout the IRPC Group completed their conflict of interest filing. Conflict of interest filing by directors, executives and related persons The Board of Directors arranges for individual directors and executives to file their potential conflicts of interest for use as basic information to provide oversight on this matter. The reports are then forwarded to the Company Secretary who retains, gathers the reports and then submit copies to the Board Chairman and chairman of the Audit Committee as reference in examining and supervising conflicts of interest. 3) Reporting securities holdings The company requires Board members and executive officers, including their lawful spouse, cohabiting partners, and underage children, to report any change in their holding of IRPC securities to the company, file such report with the Stock Exchange of Thailand, and the SEC Office in accordance with Section 59 of the Securities and Exchange Act 1992, and any ensuing amendments, within three business days from the date of purchase, sale, transfer or acceptance of transfer. Moreover, the company’s policy also calls for Board members and executives to disclose/ report the trade in/transfer/change in holdings of IRPC securities to the Board on a monthly basis. The company also has a policy to impose Blackout Period to prohibit trade in IRPC securities for a period of 30 days prior to and within two days after public disclosure of the company’s financial statements. This is to ensure that Board members, executives, related persons or departments that have access to insider information strictly follow the relevant rules and guidelines accordingly. The company also asks Board members and executive officers to notify the Company Secretary at least one day in advance before trading in IRPC securities. The company has never received warnings on conflicts of interest from regulatory authorities and in 2023, members of the company’s Board of Directors together held shares of the company not exceeding 25 percent of the outstanding shares, within the required limit according to the criteria of the Stock Exchange of Thailand. 263 Report on Key Corporate Governance Activities 56-1 ONE REPORT 2023
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