About PTTEP

Independent Committee Charter (Revision no. 6)

Table of Contents

1. Objectives
2. Definition
3. Qualifications of the Committee Members and Term of Service
4. Chairman, Vice Chairman, and Secretary of the Independent Directors Committee
5. Duties and Responsibilities
6. Meeting
7. Reporting
8. Effective date 

1. Objectives

The Independent Director is impartial and has the duty in ensuring that the corporate management are executed for overall interests and benefits of the Company by making recommendations that are favorable to the company as well as major and minor shareholders. Thus, the Board of Directors would also be capable of directing with higher efficiency and thoroughness.

The organizing of the Independent Directors Committee Charter is part of PTTEP’s Good Corporate Governance effort to ensure that the committee’s performance consists of clear, transparent, and concrete procedures.

2. Definition

(1) “PTTEP” means PTT Exploration and Production Public Company Limited.
(2) “Board” means Board of Directors of PTT Exploration and Production Public Company Limited.
(3) “Independent Director” means Independent Director of PTTEP as stated in the Good Corporate Governance of PTTEP.

3. Qualifications of the Committee Members and Terms of Service

PTTEP director who meets all of the qualifications of an independent director according to Good Corporate Governance of PTTEP are considered as independent director without appointment from the Nominating Committee.

Independent Directors must certify their independence qualifications at least once annually and must additionally dedicate an adequate amount of time for Independent Directors Committee operations.

Independent Directors must be aware of their role in making recommendations independently to the Board of Directors Meeting under any circumstances with company’s internal conflict of interest.

The term of service of the Independent Directors commences once their qualifications of an independent director according to Good Corporate Governance of PTTEP are met and ends when they lack the aforementioned qualifications or vacate his/her office.

4. Chairman, Vice Chairman, and Secretary of the Independent Directors Committee

The Independent Directors Committee appoints one of the Independent Directors as the Chairman of the Committee and, as appropriate, one or more Independent Directors as Vice Chairman of the Committee. The Company’s Corporate Secretary is to be the Secretary to the Independent Directors Committee.

The Chairman and Vice Chairman of the Independent Directors Committee’s term of service is equivalent to the independent director’s Board term. If the Chairman or Vice Chairman of the Independent Directors Committee vacates his/her office or is unavailable before the expiration of his term of service, the Independent Directors Committee must appoint another Committee member to fill the vacancy as the Chairman, or also Vice Chairman as appropriate, not later than 3 months as of the date of the incomplete composition of the Independent Directors Committee.

5. Duties and Responsibilities

The Independent Directors Committee has the duties and responsibilities as follows:

(1) To propose to the Board and/or Chief Executive Officer (as the case may be) on significant matters that are beneficial to the Company as well as major and minor shareholders

(2) To advise the Board and independent directors on their roles and responsibilities for the benefits of the Company as well as major and minor shareholders

(3) To review the Company’s operations to ensure that they comply with the laws relevant to independent directors, as well as to review the definition of independent directors to be lawfully appropriate and complete

(4) To perform other duties as assigned by the Board, provided that such duties do not affect the Committee’s independence

(5) To disclose the Committee’s performance in the Company’s annual report

(6) To regularly review and update the Independent Directors Committee Charter to ensure its appropriateness

In order to perform its duties in accordance with Article 5., the Independent Directors shall obtain training and development related to Independent Directors Committee activities.  PTTEP will be responsible for these expenses.

6. Meeting

The Independent Directors Committee must hold the meeting as necessary or appropriate at least once a year.

The quorum for a Committee meeting may not be less than half of the total number of Committee members where the Chairman of the Independent Directors Committee is the Chairman of the meeting. If the Chairman is absent, the Vice Chairman is to act on his/her behalf. If both the Chairman and Vice Chairmpan are absent, meeting members must select one Committee member to serve as Chairman for the meeting.

Meeting resolutions will be on majority vote.  Each Committee member has one vote.  If voting results in a tie, the Chairman will have the casting vote, to resolve the issue. 

Any Committee member who has any personal interest or any conflict of interest in a matter being considered must inform the meeting and abstain from expressing an opinion and voting on the issue and leave the meeting room. An exception can be made if the other Committee members vote unanimously to allow such Committee member to stay in the meeting room to provide information on the issue so that the Board can deliberate on the issue thoroughly. However, such Committee member is not allowed to vote or make a decision on the issue.

The Independent Directors Committee may invite management or related parties to clarify any pertinent matters and has the power to request for the relevant documents.

7. Reporting

The Independent Directors Committee must report to the Board the results of their meetings or forward any reports generated, so that the Board is kept regularly informed.

8. Effective Date

This Charter has taken effect on 16 September 2022.

 

 

The Independent Directors Committee Report

Independent directors play a significant role in ensuring the best interests of the Company, shareholders, and stakeholders. They ensure governance, policies, and strategies implementation, together with transparency and efficient operations in order to provide equal distribution of benefits to all shareholders. PTTEP has set a requirement on the number of independent directors which must be more than half of the Board of Directors, the majority in subcommittees, or enough number to influent decision-making of the whole Board of Directors to ensure checks and balances system. Currently, the independent directors committee comprises 8 directors from the total 13 members of the Board of Directors. In addition, PTTEP is of the view that the qualifications of an independent director may change during their tenure. Hence, independent directors’ qualifications are annually reviewed.

PTTEP aims to build sustainable growth which encompasses Environmental, Social and Governance (ESG), in line with the expectations of the stakeholders. Independent directors provided useful recommendations and independent comments in the Board meetings. Such comments addressed business situations and strategic plans and led to decisions of the entire Board of Directors to act on principles for the benefit of the organization and all shareholders.

Members of the Independent Directors Committee had attended training courses and participated in various important activities organized by the Company to advance their knowledge and abilities which would be beneficial to the performance of the Board of Directors' duties in 2023. Independent directors provided valuable opinions, promoting transparency in both Board of Directors' meetings and subcommittees’ meetings. In the event that a director is shown to have a conflict of interest with any of the agenda items, he would abstain from expressing an opinion and voting on the agenda items or leave the meeting room when the issue is discussed to allow other directors to express their opinions freely. An exception can be made if other directors vote unanimously to allow the director to stay in the meeting room to provide information for the agenda so that the Board of Directors can make an informed decision. However, the director is not allowed to vote or decide on an issue having a conflict of interest. This is to ensure that the decisions are made for the best interest of the Company without diminishing shareholders’ rights, especially minority shareholders and all stakeholders. In 2023, an Independent Directors Committee meeting was held to discuss and provide opinions on the basis of independence from the major shareholder and to consider the Independent Directors Committee Report for disclosure to all stakeholders in the annual report (Form 56-1 One Report). The opinions of the meeting were reported to the Board of Directors and the management for acknowledgment and further action on relevant matters.

 
  Krairit Euchukanonchai
(Mr. Krairit Euchukanonchai)

Chairman of the Independent Directors Committee