• Appointment of director to vacant position for any reason other than retirement by rotation The Nomination and Remuneration Committee shall select and nominate a candidate who has qualifications as prescribed by the law and criteria and put the nominee before the Board of Directors which shall appoint the nominee to fill the vacant director post. The new director shall serve the remainder of the predecessor’s term. • Appointment of subcommittees The Board of Directors has appointed four standing subcommittees: the Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, and Risk Management Committee. Each subcommittee consists of members who have suitable expertise for the respective functional requirements according to the company’s regulations. Members of these subcommittees are tasked with screening and scrutinizing work assignments from the Board. The qualifications, term of office and scope of responsibilities of subcommittee members shall be in accordance with the charter of their respective subcommittee. All subcommittees report the results of their work assignments or progress status to the Board of Directors’ meetings on a regular basis, and annually disclose in form 56-1 One Report. The names of subcommittee members, their scope of responsibilities, their meeting attendance are shown in the report on Important Information. That of the Board of Directors can be found on page 260-262 and “Subcommittees” can be found on page 229-235. 4. Compensation for Directors and Executives • Directors’ Compensation The Board of Directors has established a policy on directors’ compensation that is fair and appropriate according to the principles of good corporate governance. The Nomination and Remuneration Committee is responsible for determining compensation guidelines and reviews against companies listed on the SET in similar industries and businesses of comparable size. Directors assigned to serve as members of Sub-Committees receive additional remuneration that corresponds to increased responsibilities. Directors’ compensation must be approved by the shareholders’ meeting. Directors’ compensation consists of two components: monthly cash retainer and meeting allowance. According to a 2021 comparative survey of directors’ compensation of leading companies, the directors’ compensation structure, criteria and rate offered to the company’s directors remained competitive and appropriate. The Board, therefore, proposed the same directors’ compensation package as that of 2020, which was approved at the 2021 general shareholders’ meeting. The directors’ compensation was disclosed in the section “Directors’ Compensation 2021.” on pages 263. • Compensation of the President and Chief Executive Officer The Nomination and Remuneration Committee is responsible for considering the compensation of the President & CEO based on well-defined Key Performance Indicators (KPIs) every year. These indicators included business aspects, Corporate KPIs and balance scorecard, as well as Leadership & Sustainability factors. The performance of the President & CEO will be reviewed thoroughly with clear criteria, transparency and fairness. As a result, the annual compensation increase of the President & CEO will be proposed and approved by the board of directors. on pages 239. 5. Board of Directors Meetings The company schedules the entire year of the Board of Directors’ meetings as well as determines clearly defined regular agenda for each of the scheduled meeting to be held on the third Tuesday of the month. Additional special meetings may be held as necessary and appropriate. The Board of Directors shall receive a meeting invitation, draft meeting minutes and agenda and background materials at least 7 days prior to the meeting date. The company shall deliver such information through the secure Board Portal system to all directors for convenience and speed as well as to reduce paper use. In 2021, the Board of Directors held a total of 15 meetings. Details appear in the report “Meetings of the Board of Directors and Sub-Committees.” on pages 260-262. 199 Corporate Governance Policy IRPC PUBLIC COMPANY LIMITED
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