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Definition of Independent Committee

Independent Directors must not own a business or work related to commercial banks, which can directly affect independent decision, and must have the following qualities.

(a.) Hold less than 0.5 % of the total ordinary shares of the bank, corporate, subsidiaries, major shareholder joint venture or authorized bank personal. The count must be inclusive of shares belong to the independent director’s associates.
   
(b.) Never or used to be executive director, employee, consultant with fixed salary or the bank’s, corporation’s, subsidiary’s, joint venture’s, same level subsidiary’s authorized person, majority shareholders or the bank’s authorized person, except being exempt from the above characteristic for at least 2 years prior to submitting the permit to the Securities and Exchange Commission Office. The above prohibited characters exclude the independent director who is a government employee or consultant who is majority shareholders or authorized director of the bank.
   
(c.) Don’t have a relationship directly or legally married to executives, majority shareholders, authorized person or person who has been nominated an executive position or subsidiary, including not being parents, siblings, children, and being in-law of such person as stated above.
   
(d.) Never or used to have business relationship with the bank, corporation, subsidiary, majority shareholders, joint venture, majority shareholders or the bank’s authorized person of which obstructed independent judgment, including not being or used to be significant shareholders or an authorized person having business relationship with corporation, subsidiary, joint venture, majority shareholders or the bank’s authorized person, except being exempt from the above characteristics at least two years before submitting application to Securities and Exchange Commission Office.

The business relationship according to clause 1, including normal trade transactions for business operation, rental or properties rental, assets or service transactions, financial assistant givers or receivers through loan, collateral, performance bond guarantee and other similar behaviors which cause the bank or parties debts burden to the other party from 3% of the bank’s net tangible asset or from 20 million baht, considering the lowest. The debts must be calculated according to transaction values of the Exchange Commission’s notice on deferral associated transaction rules. The debts consideration must be counted from 1 year before the business relationship occurred with the same person.
   
(e.) Never or used to be the bank’s, corporation’s, joint venture’s, major shareholders’ auditor or the authorized person of the bank and not a significant shareholder, authorized person or partner of the auditing firm that the bank, corporation, subsidiary, joint venture, major shareholder auditor or authorized person of the bank belong, except for being exempt from the above characteristic for at least 2 years before submitting application to Securities and Exchange Commission Office.
   
(f.) Never or used to be a professional service provider whose business includes legal or financial consultation, who receives more than 2 million baht per annual service fee from the bank, corporation, subsidiary, joint venture, major shareholders or authorized person of the bank and not a significant shareholders, authorized person or partner of the professional service provider, except for being exempt from the above characteristic for at least 2 years before submitting application to Securities and Exchange Commission Office.
   
(g.) Not an appointed committee by the representative of the bank’s director, major shareholders or shareholders who associate with majority shareholders of the company.
   
(h.) Not operate the same business and a significant competitive business with the bank or subsidiary or not a significant partner in partnership or an executive director of such business, employees who earn fixed salary or hold more than 1% of the overall ordinary share of another company which operates the same business and be a significant competitor with the bank or subsidiary.
   
(i.) No other characteristics preventing the independent opinion on the bank’s operation.
   
(j.) Must be selected through the bank committee or Nomination and Remuneration Committee.

 

After the appointment of independent director whose characters stipulated on clause 1 (a) to (j), the independent directors may be assigned by the committee to decide on the operation of the bank, corporate, subsidiary, joint venture, subsidiary of the same level, major shareholders or authorized person of the bank in Collective Decision form.

 

As stated in clause 1 (b) (d) (e) and (f) on the independent directors’ qualifications consideration during the 2 years prior to submitting application to the Securities and Exchange Commission will be effective on July 1, 2010 onward.

 

Furthermore, in case of the amendment of Independent committee’s qualifications of the Securities and Exchange Commission, and Stock Exchange Market, such amendment will be effective instead of the prior ones.