Message from the Chairman of the Nomination and Remuneration Committee Dear Shareholders, In 2023, IRPC confronted significant challenges stemming from economic, social, environmental, and technological factors, along with legal and other associated risks. The Nomination and Remuneration Committee diligently fulfills its duties and responsibilities as outlined in its charter. In 2023, the Nomination and Remuneration Committee, hereinafter referred to as the “Committee,” consisted of Mr. Chansak Chuenchom, Chairman; Mr. Petai Mudtham, Non-Executive Director; and General Aittipol Suwannarat, Independent Director. All members of the Committee attended meetings, making decisions and giving advice that are beneficial to the company’s business operations, summarized as follows: 1. Revision of the Nomination and Remuneration Committee Charter, The Committee proposed updating the charter for clarity and to stay current with corporate governance practices and requirements initiated by the SEC Office, SET and Thai Institute of Directors Association (IOD). The Committee’s top priority remains the nomination through transparent selection process of highly qualified directors with suitable expertise as required by the company and its shareholders. 2. Nomination of Directors and Members of the Board’s Committees, The Committee selects candidates based on predetermined criteria, taking into account general qualifications, knowledge and specializations, to recruit suitably qualified directors with skill set and expertise beneficial to the company, and in alignment with corporate goals. In 2023, the Committee nominated a total of four candidates for the Board of Directors and/or shareholders (as the case may be) to consider for appointment. The committee also nominated candidates to sit on all four Board’s committees: Audit Committee, Nomination and Remuneration Committee, Corporate Governance and Sustainability Committee and Risk Management Committee. 3. Determination of Compensation The Committee determines compensation for directors and members of the Board’s committees based on good corporate governance principles, linked to the short- and long-term corporate strategies, and comparable to rates offered by leading corporations of similar size belonging to the same industrial sector. In addition, directors’ bonuses are also determined in accordance with good practices established by the Board of Directors that no bonuses will be offered in case the company registered operating losses. 4. Determination of Performance Goals and Compensation for the Chief Executive Officer and President Setting performance goals, evaluating performance, and determining compensation for the CEO and President are integral aspects of the company’s business process. In 2023, the Committee establ ished challenging performance criteria aligned with the company’s circumstances to evaluate the CEO and President. This included assessing the Corporate KPIs and the yearend evaluation by the Board of Directors. 58 IRPC Public Company Limited Message from the Chairman of the Nomination and Remuneration Committee
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