Board of Director Role and Responsibility

corporate governance

Strategy and Policy

  1. Approve, monitor and update the overall business strategies of the Bank, including on risk governance, risk, sustainability and culture.
  2. Approve overall business plan, budget, and risk appetite.
  3. Safeguard the longer-term value of the Bank, which include the brand and corporate reputation.
  4. Approve all credit limits for amounts in excess of the amount delegated to other board committees or management.
  5. Approve all other risk limits and policies as prescribed by the Bank of Thailand and other relevant regulators.
  6. Determine a calendar each year that sets forth and schedules the issues to be discussed by the Board during the year. Substantive issues such as strategy, financial performance and progress against budget and operational plans, capital planning, actual risk profile, Chief Executive Officer’s performance evaluation and operational oversight issues such as product approval process should be prioritized over formalistic issues.
  7. Approve the authority or the delegation of authority to approve credit, market risk limits, acquisitions, disposals, investments, or realization or creation of a new venture.
  8. Ensure that the policies adopted by the Bank apply to and are implemented by each of its subsidiaries, or that each subsidiary adopt and implement policies of equivalent effectiveness.

 

Compliance

  1. Oversee management’s actions and consistency with Board policies as part of the checks and balances embodied in sound corporate governance.
  2. Oversee Bank operation to provide fair service to customers
  3. Ensure and oversee a proper and efficient whistleblowing policy and procedure
  4. Meet regularly with senior management to review policies, establish communication lines and monitor progress toward corporate objectives.
  5. Promote Bank safety and soundness, understand the regulatory environment and ensure the Bank maintains an effective relationship with its regulators.
  6. Provide sound advice to management and recommend sound practices gleaned from other situations.
  7. Review and, where permissible or required under applicable regulations, consider approval of connected transactions as prescribed by the Securities and Exchange Commission and related party credit limits as prescribed by the Bank of Thailand.
  8. Oversee Bank disclosure of significant corporate governance to shareholder’s meeting and public in order to strengthen the bank’s good corporate governance

 

Organization

  1. Organize the Board and its committees in a way that promotes efficiency and strategic discussion.
  2. Establish certain specialized committees to assist the Board in its oversight function and to advise the Board on issues requiring specific technical expertise.
  3. Periodically assess the effectiveness of its own governance practices, including nomination and election of Board members and management of conflicts of interest, determining where weaknesses exist, and making changes as necessary.
  4. Develop and maintain an appropriate level of expertise as the Bank grows in size and complexity.
  5. Select, monitor and where necessary replace key executives, while ensuring that the Bank has an appropriate plan for executive succession and that any intended successor(s) will be qualified, fit and proper to manage the affairs of the Bank.
  6. Select, evaluate and determine the compensation of the Chief Executive Officer as well as certain key senior executives.
  7. Ensure that Bank’s compensation and benefits programs are appropriate and consistent with the strategic objectives and are compliant with relevant regulations.
  8. Continuously review the internal structure of the Bank to ensure that there are clear lines of accountability for management throughout the organization.