Dear Shareholders, The year 2021 has been one of the most challenging for IRPC where a lot of changes have also taken place. There were the usual socio-economic and technological, environmental and regulatory factors that every company had to grapple with and adapt to. And then there were COVID-19 pandemic, which posed significant threat, not to mention the outcome of COP26 summit of the UN Climate Change Conference, and changes in government policies, etc. With this in mind, the Nomination and Remuneration Committee carried out its duties with prudence in conformation with corporate governance principles and internationally accepted standards. In particular, the committee strictly observes the Corporate Governance Code for Listed Companies 2017 (CG Code 2017) of the Securities and Exchange Commission, which puts companies in a position to consistently deliver satisfactory operating results, inspire investors’ confidence, create value for the Company along the path towards sustainable growth, as well as to make positive contribution to the capital market, the public sector and the society at large, and to the best interests of all shareholders and stakeholders. The Nomination and Remuneration Committee held a total of eight meetings in 2021. Its main tasks were the nomination of directors and members of Sub-Committees, determination of directors’ compensation and establishing linkage of CEO’s performance and compensation package to the Company’s goals and objectives as well as senior executives’ succession planning. On nomination of directors, the committee considered the nomination of directors in accordance with the procedures and criteria stipulated in the company’s Articles of Association, Corporate Governance Handbook, and relevant laws. It also took into consideration the Board structure in terms of composition, size, adequacy and suitability for business complexity along with appropriate proportion of independent directors. The committee also reviewed qualifications, social skills, expertise and diversity of those nominated, and took into consideration the Directors’ Pool of the Thai Institute of Directors Association in the nomination process. Message from the Chairman of the Nomination and Remuneration Committee 58 IRPC PUBLIC COMPANY LIMITED 56-1 ONE REPORT 2021
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