The company has introduced a policy of diversity, which is considered as part of the nomination and selection process of the Board of Directors, to ensure its composition is suitably diverse in accordance with the good practice guidelines of the Corporate Governance Handbook and the company’s code of business conduct. The nomination and selection process are based on the Board Skills Matrix, encompassing such diverse areas of expertise as engineering, industry, economics, finance, business administration, political science, accounting, law, etc., and gender diversity. Candidates will be considered regardless of their sexual preference, nationality, ethnicity, race or religious faith as diversity and inclusion can contribute to a broad range of perspectives that are crucial to the company’s business operations. The Board of Directors consisted of 15 directors as appropriate to the scale of the company’s business operations. The Board had one executive director and 13 non-executive directors. Eight directors qualified as independent directors. Together, the directors contributed to the effectiveness of the Board in the discharge of its duties. Each director had clearly defined role, duties, and responsibilities in accordance with the law, rules, company’s regulations, shareholders’ resolutions, and good corporate governance principles. The Chairperson of the Board provided oversight to ensure the Board’s effectiveness and independence. Details are shown in the report on Important Information about the “Board of Directors.” on pages 222-227. 2. Independent Directors The company has determined that the number of independent directors shall be not less than one-third of the total number of members of the Board of Directors. The term of office of the independent director shall be equal to that of the company’s executive director, which is not more than three years. They may be re-appointed by the shareholders for not more than three consecutive terms, or up to a combined total of nine years in office, without exception. In addition, independent directors must be independent from major shareholders or groups of major shareholders, and the management of the company. The qualifications of the independent director are stricter than minimum requirements imposed by Notification of the Capital Market Supervisory Board regarding shareholding limit in the company at not more than 0.5 per cent. The definition of the independent director has been disclosed in the Good Corporate Governance Handbook and the company’s website. Independent directors may speak their minds during Board meetings and have adequate access to the company’s financial data and business information to enable them to express their views freely in the best interest of stakeholders and prevent possible conflicts of interest involving the company, the management, executive directors or major shareholders.่ 3. Director Selection and Appointment • Appointment of director to vacant position due to retirement by rotation The company encourages shareholders to propose a list of candidates who have the qualifications prescribed by the law and as specified by the company for the director selection process. An announcement will be made on the company’s website prior to the date of the shareholders’ meeting. The Nomination and Remuneration Committee shall select and nominate a list of candidates that meet the qualifications as prescribed by the law and the criteria, for submission to the Board of Directors for approval before the list of nominees go before the annual general shareholders’ meeting for consideration and election. The appointment of each director must be approved by more than half of the total votes of the shareholders attending. Composition and Skills Matrix of the Board of Directors (As of December 31, 2021) Engineering 7 Energy/ Petroleum/ Petrochemical 14 Business Management 14 Environment 2 Finance/ Accounting/ Auditing 3 Economics 2 National Security 1 Legal 3 Human Resources 1 Political Science and Social Development 2 Male 12 Female 2 Non-Executive Director 13 Executive Director 1 Independent Director 8 198 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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