Corporate Governance Policy IRPC’s Board of Directors has consistently prioritized Good Corporate Governance, stipulating that the company must announce the Corporate Governance Policy, develop Corporate Governance Handbook, and establish Corporate Governance Code that apply to all members of the Board, IPRC executives and employees. This is to provide practical guidelines on ethical conduct that satisfy national and international standards. Our Corporate Governance Policy is based on good corporate principles and practices of Office of the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand (SET), Corporate Governance Assessment Report of the Thai Institute of Directors (IOD), Organization for Economic Cooperation and Development (OECD), ASEAN CG Scorecard, Dow Jones Sustainability Index (DJSI) and best practices of leading global corporations. These guidelines help bolster confidence in the company among all stakeholders as well as enable proper and effective management and promote corporate competitiveness on the path towards. Overview of Corporate Governance Policy and Guidelines Corporate Governance Policy and Guidelines The Board of Directors intends for IRPC the intention to promote IRPC Public Company Limited and its subsidiaries in the “IRPC Group” to steadfastly operate within the framework of Good Corporate Governance principles in pursuit of operational excellence, transparency, accountability, and benefits to shareholders while making sure stakeholders’ interests are protected. To accomplish this aim, IRPC has adopted the SET’s six pillars of Good Corporate Governance as practical guidelines to be observed by the Board of Directors, executives, the management, and employees as follows: 1. Creation of Long Term Value 2. Responsibility 3. Equitable Treatment 4. Accountability 5. Transparency 6. Ethics and Code of Conduct In addition to the six pillars of Good Corporate Governance prescribed of the SET, the Board also adopted the Thai Corporate Governance Code for Listed Companies 2017 (CG Code) issued by the SEC Office as a benchmark, with a view to further improve the company’s Corporate Governance Policy and Guidelines. The following principles apply to IRPC’s Board of Directors: Principle 1: Es tab l i sh c l ear l eadersh i p ro l e and responsibilities of the Board to promote sustainable value creation Principle 2: Determine the main sustainability objectives and goals of the business Principle 3: Improve Board effectiveness Principle 4: Recruit capable senior executives and enhance human resource management Principle 5: Nurture innovation and responsible business practices Principle 6: Ensure appropriate risk management and internal control systems Principle 7: Maintain financial integrity and ensure disclosure compliance Principle 8: Encourage shareholder engagement and communication Policies and Procedures for the Board of Directors 1. The Board of Directors The Board of Directors is appointed by shareholders at the annual general shareholders’ meeting. All directors must possess all required qualifications, and have no prohibited characteristics as prescribed by relevant laws and regulations. 197 Corporate Governance Policy IRPC PUBLIC COMPANY LIMITED
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