Corporate Governance

TMB Bank Public Company Limited (TMB) recognizes that good corporate governance is significant and is highly beneficial to the Bank. We, therefore, have adhered to and complied with the good corporate governance principles all along as we strongly believe that the practices of and transparency in business operation will lead the Bank to success amidst severe competition and will bring about maximum benefits to the shareholders, customers, investors, and other concerned parties. This will also help add the Bank’s value and sustainable stability in the long run. Furthermore, both foreign and local investors are paying more and more attention to company’s corporate governance and take it into account as a factor in their process of investment decision-making. Whether or not investors have keen interest in the share value of a company depends mainly on that company’s good corporate governance.

 

Therefore, in setting out organization restructure and administrative guidelines after the tripartite business merger up to present, TMB has attached very high priority to good corporate governance. Basically, we focus on the following practices:

  • To operate business with transparency at international standards, consistent with relevant laws and regulatory requirements;
  • To clearly and appropriately set out the scope of duties and responsibility of the Board of Directors and supporting committees;
  • To appropriately set out the scope of duties and responsibility and internal control of each business units;
  • To develop a corporate governance system which is in line with international standards of commercial banking business.

To achieve good corporate governance, the Bank’s directions, strategy framework, and operational guidelines have been set out as follows:

  • Operational strategy is formulated for business operation with measurable success of the organization, executives, and employees.
  • Responsible persons, decision authority, clear approval process are formed at all levels, comprising the BoD, supporting committees, executives, and staff.
  • Operational tools are implemented for appropriate collaboration among the BoD, executives, and the Audit Committee.
  • Good internal control is organized by setting up Audit Group together with the establishment of appropriate operational framework, the appointment of external auditors whose qualifications meet the regulatory requirements, the adoption of risk management system, and the availability of the cross checking between the business-related groups and the operations-related groups.
  • Compliance with regulatory requirements and the Bank’s regulations must be strictly followed up regarding the Bank’s transactions related to its stakeholders such as the shareholders, executives and/ or businesses in which the Bank has invested. Such information must be, in this regard, publicly disclosed with transparency.
  • Internal and external information will be sufficiently disclosed in a timely manner.
  • Remuneration for all employees will be reasonably determined based on the Bank’s performance, and the increase of remuneration rate will be appropriately provided based on the rise in the Bank’s profit.
  • The staff’s sense of responsibility and the compliance with the code of conduct should be enhanced in order to generate a better corporate governance culture of the Bank.


TMB’s management structure

 

TMB’s management structure will be in line with the Bank’s business operation and consistent with the practices of good corporate governance. The Bank has restructured its committees at both the BoD and management levels to bring about flexibility in policy establishment, implementation, and monitoring as well as to comply with the criteria set forth. Besides, the appointment of directors or executives to serve on any committees will be based on their suitable experience, skills, the Groups under their responsibility and the state of being independence.

 


TMB’s operation to be in compliance with good corporate governance

 

TMB has always practiced good corporate governance as summarized below:

  1. The Nomination, Remuneration and Corporate Governance Committee has been set up to support the BoD in supervising TMB’s operation and the performance of the BoD, supporting committees, executives and staff at all levels to comply with the good corporate governance principles.
  2. To supervise that compliance with the BoT’s requirements is strictly carried out regarding the corporate governance for financial institutions. Also, TMB has set up Corporate Governance Group to be directly responsible for good corporate governance.
  3. To raise the standards of good corporate governance to be at international standards, classified into 5 sections according to the guidelines and regulations of the Stock Exchange of Thailand, and covering the main issues as follows:
    • Rights of shareholders
    • Equitable treatment to shareholders
    • Roles of stakeholders
    • Information disclosure and transparency
    • BoD’s responsibility
  4. The BoD has appointed the Company Secretary to be responsible for operations as regulated by the laws and support the BoD’s duties related to regulations, laws and best practice.
  5. The duty of TMB’s Corporate Governance Group is to monitor that the business operations carried out by the Bank, which includes the directors, executives, and staff at all levels, are correct and in compliance with the guidelines set by laws and the regulatory requirements and are under the framework of the corporate governance for financial institutions. The Group is to propose changes in the Bank’s practices to be in line with such requirements such as the issue concerning independent directors.
  6. TMB gives priority to Corporate Social Responsibility (CSR) by following up relevant issues and attending meetings of various independent organizations in order to keep abreast of international practices and to have them further adopted.
  7. The review and revision of the code of conduct and business ethics are conducted to suit the executives and staff at each level.


Corporate Governance Report of Thai Listed Companies 2011

 

The evaluation on corporate governance was conduct by the Thai Institution of Directors with the support from the Securities and Exchange Commission and the Stock Exchange of Thailand.


The score of TMB Bank Plc. is at "Excellent"

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