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Corporate Governance Policy - TMB Bank Public Company Limited
Corporate Governance Policy : Add Description
Corporate Governance Policy : Add Description
The Bank continuously recognizes the importance of good corporate governance principles and strongly believes that the practices of good corporate governance and transparency in operating the business by the board of directors, executives, and staff at every level will be a key to bring the Bank to succeed under the severe competition of financial business. The principles will maximize benefit of all shareholders, employees, customers, counterparts and creditors, investors, regulators, society, and other concerned parties. In addition, the Bank commits to focus on applying banking operations and good corporate governance principles that are in line with international standard and strictly comply with rules, regulations and policies of all relevant regulators.
To ensure the bank to operate with integrity, transparency, and equitable treatment to all stakeholders, as well as to prevent a conflicts of interest and maintain a good reputation, the Bank has set up a policy on corporate governance of high standard, which fully complies with the good corporate governance principles as issued by all relevant regulators. The policy will be a guideline for directors, executives and staff members to strictly observe so as to enable the Bank to attain the good corporate governance practices. The details are as follows:
Having adhered to the good corporate governance principles, the Bank has formulated policies pertaining to matters such as the directors’ code of best practices, structure and role of the board of directors, operations with transparency, disclosure of connected transactions or significant transactions that may pose a conflict of interest, awareness of rights of the shareholders and equitable treatment to the shareholders, and social responsibility. This is aimed at bringing about a sustainable prosperity of the Bank and adding value to the shareholders in the long term, with due regards paid for the rights of and fairness to all stakeholders.
To perfectly implement the corporate governance policy, the Bank will arrange to formulate other related policies as a guideline for specific matters, comprising rules and regulations, requisite practices and relevant operation manuals such as business ethics and code of conducts, preventive measures against a conflict of interest, personal securities investment policy, and etc.
The Bank protects the interest of all shareholders, either major or small shareholders, individual or institutional shareholders, who all have an equal access to the Bank’s information timely and accurately, and also an equal right to attend the shareholders’ meeting. The Bank regularly holds an annual general shareholders’ meeting, and delivers the agenda and related documents to the shareholders in advance, at least with all meeting procedures comply with the regulatory requirements in terms of timescale and completeness of information so as to give the shareholders enough time to study the information in details. For shareholders who are unable to attend the meeting, the Bank will arrange for them to appoint any of the independent directors as their proxy to attend and act on their behalf at the meeting.
The Bank gives priority to equal treatment to all stakeholders, which are shareholders, employees, customers, counterparts and creditors, investors, regulators, society, and all other concerned parties. A customers complaint system is put in place and remedy action will be performed on a fair and heedful basis. The Bank also treats customer information as strictly confidential matters and absolutely conforms to agreements and conditions with its counterparties. The Bank operates the business on a fair competition basis with code of ethics. Employees are treated fairly and equally and are provided with training to enhance skill set and efficiency development and with fair and reasonable compensation. Actions are taken to improve the good corporate governance culture in organization.
To ensure all stakeholders fully enjoy their rights with fairness and appropriate treatments, the Bank commits as follows:
The shareholder’s meeting is conducted correctly and completely in line with regulatory requirements. The meeting agenda and supplemental documents provide sufficient information for the shareholders to make a decision and vote at the meeting, thus being capable of fully exercising their right. On the meeting date, registration procedures are properly arranged, with staff members available to assist the shareholders and proxies attending the meeting.
The chairman of the meeting would give an equal opportunity to each shareholder to raise any questions and/or provide any suggestions, and would completely answer the questions and provide the information as requested. Minutes of the meeting and meeting resolutions are prepared and then proposed for the shareholders’ certification at the next meeting.
The Bank’s Board of Directors is composed of independent directors, executive directors and non-executive directors in a suitable proportion, representing independence in the expression of opinions and a balance of power. The board members are persons of high caliber, expertise, skills and experience in a diverse field. They have tremendously dedicated themselves, in terms of both expertise and time, to the business of the bank, especially to the meetings of the board and other committees to ensure operational efficiency and optimal benefit to the Bank.
The Board of Directors plays a vital part in determining the Bank’s vision & mission, business policy, objective, and both short-term and long-term directions in line with the economic condition and competition in the financial market. The policies set out are practicable, flexible and adjustable to match the complicated and fast changing financial business. Guidelines for performance measurement are also clearly set out. Additionally, the Board of Directors regularly monitors the management’s performance to ensure that the established plan is effectively, efficiently and transparently achieved and that risk management is properly conducted with good internal audit and control system under compliance with laws and regulatory requirements.
The Board of Directors has another important role in personnel recruitment, promotion and development to make sure that they are competent and knowledgeable and perform duties with code of ethics and that they are given suitable and reasonable compensations. This is aimed at preparing the Bank for the competitive financial market and future business expansion so as to generate the maximum benefit to the Bank, the shareholders and all stakeholders.
The Bank gives a high degree of importance to the fair, prudent and transparent approach to the conflict of interest issues of the Bank itself and of its subsidiaries. The Bank also completely and timely discloses any such transactions, and encourages the directors, executives and staff members at all levels to recognize the importance of and avoid violating the regulatory rules concerning the conflict of interest.
The transactions that may pose a conflict of interest or the connected transactions or the related transactions are performed in conformity to the regulatory rules and the international standards and in line with its general business practices. These transactions will be treated in the same manner as those made with the outsiders and the connected parties will not participate in the approval process. The Bank will disclose any such transactions with transparency under the good governance principles.
The Bank takes serious actions to prevent the use of customer information or secrecy by the Bank itself and/or the employees for doing business as a rival to the customers. Further, the Bank does not encourage the employees to perform any act that will create a conflict of interest or to abuse their positions for personal interest.
As regards the use of inside information, the Bank ensure directors, executives and related staff to deal with stock trading and disclose information on securities held by them in compliance with relevant rules and regulations. Additionally, all concerned persons have been informed of the restrictions and penalty for the use of inside information for their own benefit as well as disclosure of the said information to the public before appropriate time.
The Bank is strongly determined to conduct business with integrity and morality by establishing the Code of Business Ethics and Code of Conduct for all employees to continuously adhere to. It strictly follows the principle of honest business operations and compliance with the laws and the rules and regulations of the regulators and the Bank itself for the optimum benefit of the customers, shareholders, and stakeholders.
The main contents of the Code of Business Ethics and Code of Conduct cover the following issues:
The Bank has set the Board of Directors’ structure with a clear and transparent scope of duties and responsibilities that do not entrust any person or group of persons with unlimited power. To ensure a proper check and balance, the composition of the Bank’s Board of Directors is set in compliance with the regulatory requirement at a minimum number of 9 persons, of whom one-third or at least 3 persons, whichever is higher, must be independent directors who must fully meet the qualifications required by laws or relevant regulations. The independent directors must be able to express their opinions freely to generate the optimal benefit to the Bank and prevent any conflict of interest. The number of executive directors must not exceed one-third of the total number of directors.
The Bank has a clear policy that the person who serves as the Chairman of the Board shall not also serve as the Bank’s President. This is to separate the oversight and supervision at a policy level from the day-to-day management activities.
The director and senior executive remuneration has been set out reasonably, transparently and attractively to retain the capable directors and executives with the Bank. The remuneration is set based on the experience, skill, knowledge, dedication, and performance of the directors and executives. The remuneration scheme is comparable to the standard of banking sector. The director remuneration guidelines are subject to approval from the shareholders and are disclosed in the annual report in line with the regulatory requirements.
The Board of Directors meets regularly once a month. The schedule of meeting will be set in advance for directors to be available to attend the meeting. Moreover, additional extra meetings are arranged as necessary. Agenda for each meeting have been proposed by the President and endorsed by the Chairman. Meeting documents are submitted to each director in advance for consideration and for decision-making. Each director can propose agenda for consideration and can fully take time to consider each issue and convey opinions to be beneficial for the Bank. The Chairman is the one who gathers all the opinions and summarize meeting resolutions, while secretary to the board is responsible for taking the minutes and keeping them as records for future references.
The Board of Directors has set up several committees to assist in the supervision or scrutiny of certain matters so as to ensure transparency and efficiency. These committees are authorized to make decisions in accordance with their delegated power, duty and responsibility. They include the Board of Executive Directors, the Audit Committee, the Board Risk Management Committee, the Nomination and Remuneration Committee and others as deemed fit. The Board of Directors has selected suitable persons to serve on those committees based on their qualifications, skills and experiences in each relevant field. The respective committees’ scope of duties and responsibilities has been clearly set out. At the meetings that are held regularly, the committees fully dedicate their time to supervise and monitor the Bank’s operation to be in compliance with the established plans and report the results to the Board of Directors from time to time.
The Bank gives priority to internal control system at both management and operation levels to ensure the benefits of customers and the Bank will be properly protected. The Bank has consistently evaluated the adequacy of internal control system. The Board of Directors assigns the Audit Committee to make a review and make sure the Bank has proper internal control and internal audit systems and conforms to the corporate policy, rules and guidelines, as well as the relevant laws and regulations.
The Audit Group is responsible for consideration and evaluation of the Bank’s internal control and reporting of the results to the Audit Committee.
The Bank makes information disclosure transparently and sufficiently for investors’ investment decision. The Board of Directors is responsible for preparing reports with explanations of the Bank’s annual operating results and significant events to the shareholders. All financial reports are certified for accuracy and completeness to the shareholders in accordance with the generally accepted accounting principles and the information is disclosed in the annual report.
The Bank gives importance to disclosure of information essential to securities investment decision to the public. The disclosed information is accurate, timely and adequate for decision-making. The Bank discloses information relevant to important financial transactions, connected transactions, and securities holding and trading by its directors equally to the public or the investors.
To enable the investors to make securities investment decision based on transparently and equally disclosed information, the Bank has set up the Investor Relations unit to be responsible for transparent and extensive information disclosure to the shareholders, investors and concerned parties.
The corporate governance policy will be reviewed at least annually or when there is any change in the relevant rules and regulations of the authorities.
