6. Development of Directors and Executive Officers The Board of Directors recognizes the importance of attending relevant seminars and training courses as part of directors’ continuing education and professional development to improve the Board effectiveness. This professional development program also helps prepare executives for job rotation and executive succession planning. Senior executives also undergo performance assessment to get ready to take on new roles and responsibilities. Details appear in the report on “Development of Directors and Executives.” on pages 254-255. 7. Board Performance Assessment The Board of Directors requires an annual performance assessment to be conducted for the Board to review its performance, problems, and obstacles during the year. In 2021, the company prepared a set of assessment forms according to the standards of Good Corporate Governance of the SET and the ASEAN CG Scorecard. The set of six assessment forms are as follows: (1) Self-assessment form of the entire Board of Directors (2) Self-assessment form of individual directors (3) Mutual directors’ performance assessment form (two-person cross assessment) (4) Performance assessment form of the company’s four subcommittees: Audit Committee. Nomination and Remuneration Committee, Corporate Governance Committee and Risk Management Committee (5) Assessment form of the effectiveness of the Board’s meeting preparation (6) Assessment form of the Oversight Committee on Anti-corruption measures. Results and recommendations based on such assessment were presented to the Board of Directors as input for determining ways to improve the Board effectiveness, and the overall assessment results were disclosed in Form 56-1 One Report. Details appear in the report “Nomination, Development and Assessment of the Performance of the Board of Directors.” on pages 255-259. 8. Operational Oversight of IRPC and Subsidiaries in the IRPC Group The company has established the IRPC Group’s governance policy and management approach. The IRPC Group Way of Conduct handbook was created to provide a framework of guidelines, practices and operational processes covering all the dimensions of the company and its subsidiaries to ensure consistency and unity of purpose in supervising subsidiaries to implement and achieve common standards across the IRPC Group. Details as show in the report, “Supervision of Subsidiaries and Associated Companies” on pages 265. 9. Outside Interests Policy The Board of Directors approved rules on outside interests, which apply to the President, CEO, and employees of the company. In addition to clarity and compliance with the principles of good corporate governance, international standards, and conformity to IRPC’s nature of business and the practices of its majority shareholders. The rules are as follows: 1. In the event that the President and CEO has been assigned a position external to the company’s affairs by royal command or lawful order of the Cabinet, the appointee shall inform the Board for acknowledge as soon as the command or order was received, as the case may be. 2. In the event that the president and CEO have been requested to serve as a director, committee member, specialist, expert, consultant, or any other position external to the company’s affairs by a government agency, state enterprise, public agency, independent organization, or publicly funded education institutions, the President and CEO shall seek prior approval from the Board. 200 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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