Role of Chairman
Chairman of the Board of Directors, on behalf of the organization leader, has core duty and responsibility to oversee the benefits of the Bank, shareholders, and stakeholders for the achieve utmost returns in long run by means of gathering the capability, idea, creativity, and competency of committees and management unit in driving the Bank’s business plan both short and long terms to accomplish success as of the previous year. In addition, Chairman has monitored management unit operation closely and continually by assigning directors to complete monthly report about financial statement and important information before submitted to the Board of Committee. The Chairman is also the major person to support policy of corporate governance and corporate social responsibility, and aspiring to instill ethical consciousness to all level of staff members according to the following details.
1. Management Responsibility
1.1 Monitor the overview of the Bank strategy and policy to attain equality including giving fair treatment to all customers
1.2 Pay effort for transparent lawful operation under compliance of the Bank and government along with the Annul Ordinary General Meeting’s resolution
2. Board of Directors Meeting
Chairman of the Board of Directors takes the role of the meeting’s chairman and join the meeting to originate the authentic meeting as well as stimulate all Directors to raise their opinions by authorizing the duty of organization management to the management division. Directors will receive the Bank information correctly and clearly for their decision making, which will escort to the effective success of the Bank. Chairman shall provide time management to support the Director consultancies together with implementing policy of maintaining relationship between Executive Directors and Directors. Moreover, chairman performs Board of Directors Meeting without management division in order to provide the consideration and opinion sharing their duties and responsibilities, and report to the president.
3. Development and Assessment in working process
3.1 All newly appointed Directors will be required to participate in the orientation program and pay a visit in the Bank’s business operation so as to familiarize with organization culture
3.2 Directors are supported to join the training courses for competency development or related knowledge which will be advantages for director business operation in the famous and acceptable institutions such as Thai Institute of Directors and The Stock Exchange of Thailand.
3.3 Directors are supported to operate their business by collaborative working as team to create efficiency and effectiveness in work. In addition, Board of Directors, Subcommittees shall undergo the performance assessment in order to take their results to improve and develop director’s operation.
3.4 Determine the regular supervision and assessment system for the Bank operation to be in accordance with the policy
4. Shareholder Relationship
The Bank shall monitor the communication between the shareholders to run effectively as well as provide them chances to communicate with Directors in order to exchange opinions
5. The Annual Ordinary General Meeting
Chairman of the Board of Directors takes the chairman role of the Annual Ordinary General Meeting and assign responsive person supervising the Annual Ordinary General Meeting to comply with law and regulations as well as the meeting attendance of shareholders. In this regard, shareholders are provided the meeting rights including participation taking, voting, initiating questions, and requesting clarifications, annual report acknowledgement, approving the balance sheets and the profit and loss statements, approving the profit appropriation and dividend, appointing Directors and fixing Directors’ remuneration, and appointing the Bank’s auditor and fixing their audit fee.
6. The Other Roles of Chairman of The Board of Directors
Chairman of the Board of Directors performs duty with prudence and supervise the structure of the Board of Directors properly, stimulates to implement policy and decision making of Board of Directors effectively, supports activity of corporate governance and corporate social responsibility for Directors and all staff members
Krung Thai Bank adopts principles from Good Corporate Governance as Guidelines in defining our management structure which consists of seven groups of committees as follows:
- Board of Directors
- Executive Board of Directors
- Audit Committee
- Nomination and Remuneration Committee
- Corporate Governance and Social Responsibility Committee
- Risk Management Committee
Bank’s Committee is entitled to have full authorization in managing bank’s operation in accordance with its stated objectives and regulations, resolutions of all shareholders’ meeting, as well as applicable laws and regulations. Authorities and Responsibilities of the bank’s Committee are described below.
Roles and responsibilities
- Managing the bank to ensure that its business and affairs are in line with articles of association and resolution from shareholders’ meeting.
- Arranging a Board of Directors’ meeting at least once a month forming a quorum of not less than half of the boards’ members. Resolutions of the meeting must be passed by a majority vote.
- Arranging an annual ordinary general meeting of shareholders within four months from the last day of the banks’ accounting period. Other meetings of shareholders stated above shall be called “Extraordinary Meeting”. The Board of Directors may hold an extraordinary meeting whenever the Board thinks fit, or when it receives a notification letter submitted by shareholders. In such cases, the meeting shall be held within 1 month from the date of receiving notification letter.
- In case of directors’ absent or Board of Directors’ vacancies, a meeting can proceed as usual. However, if present directors are less than the number forming a quorum, a meeting can be held only for the purpose of voting a representative for those vacant seats.
- Behaving according to Code of Best Practice of Directors of Listed Companies.
Individual director has one vote. A majority vote of attended directors is necessary to pass any resolutions. In case of an equality of votes, the Chairman must exercise a casting vote.
- Directors of the board which have potential conflicts of the interest in any agenda shall cease from voting on such matters and may be invited out of the meeting temporarily by the chairman.
- Bank’s Committee is entitled to have authority to perform all bank’s operations. The bank’s chairman, one of the managing directors and more than two of the authorized directors can jointly sign and seal to take all actions on behalf of the bank.
- Apart from having the authority to appoint general managers, officers, and authorized dealers of the bank, the bank’s Committee can also determine duties, scope of authorities, remuneration, rewards, and can also remove these persons from any position.
- The bank’s Committee may delegate the power to appoint and remove officers of any position to the general manager. If the authorized head manager is also a director of the board, this person shall be called managing director.
- The bank’s Committee can appoint an advisor or an advisory board and determine their remuneration to provide professional advices on the bank’s business as they think fit.
Scope of Authorities
According to the bank’s rules and Public Company Limited Act, B.E. 2535, the following actions can be carried on the bank’s Committee in case that they are granted approval as a resolution from the bank’s shareholders’ meeting.
- According to the bank’s rules and the Public Company Limited Act, B.E. 2535, the following actions can be carried on the Board of Directors in case that they are granted approval as a resolution from the bank’s shareholders’ meeting
- Approval of balance sheet and profit and list statement.
- Approval of profit allocation.
- Election of new directors to fill new vacancies or in place of those to be retired by rotation.
- Appointment of auditors and fixing of their remuneration.
- Increment and reduction of registered capital; transfers of capital reserve to compensate the retained loss; dividend payment; issuance and reallocation of new shares; debenture issuance; sale or transfer of all or substantial part of the bank’s business; purchase or acceptance of transfer of other public or private companies’ business; entering into, amendment or termination of any agreement concerning a lease out of all substantial part of the business of the bank.
Scope of Authorities
The executive committee, in particular, is in charge of the following functions by the bank’s committee.
- Credit approval, debt adjustment, bad debt write-off
- New investment appointment approval (in level of non-line-management executive vice president and senior executive vice president)
- Purchase and acquisition approval in compliance with procurement policies
- Credit risk evaluation, debt restructuring, and bad debt write-off
- Business plans consideration
- Procurement processes consideration
- Hiring advisors and procurement consideration
- Business operation consideration as the Executive Committee think fit or in emergency case which may cause damage to the bank and report directly to the bank’s Committee as soon as possible
- Other function assigned by the bank’s Committee
Scope of Authorities
- Financial report and information disclosure
1. Reviewing if the bank’s financial reports are correct, complete, reliable and in compliance with acceptable
2. Discussing with auditors about critical accounting issues which may affect credibility of the bank’s financial
- Difficulties or serious conflicts during the course of audit
- Fact and disputes between auditors and management.
- Effectiveness of internal control systems.
- Failure incurred in current which may cause damage to the next year accounting
- Draft an annual financial plan and notes to financial statements.
- Auditor’s report
3. Discussing about connected transactions of any transactions with conflict-of-interest tendency to consider
whether the bank discloses correct and adequate information, and the transaction recording is correct and
4. Requesting accounting evidence in case that doubtful transactions or transactions with a conflict-of-interest
tendency are present and may affect the bank’s operation in significant ways
5. Consider if information submitted to regulatory agencies is consistent with that of the financial statements
Reviewing the efficiency of internal control based on standards of The Committee of Sponsoring Organizations of the Treadway Commission. Internal auditors are responsible for internal control systems evaluation on an annual basis apart from reviewing internal financial control with financial auditors.
- Ensuring financial auditors’ independence
- Reviewing scope of functions of auditors and internal auditors to eliminate redundancy in financial audit with consideration of resource using efficiency
- Considering the appointment of auditors and their remuneration before proposing in shareholder’s meetings
- Requesting reports and annual audit result of the Office of the auditor general of Thailand and making recommendations to review necessary and critical issues including suggesting important matters to the bank’s Committee
- Ensuring internal auditors’ independence
- Directly supervising the internal audit function while the operation within the function remains under the supervision of President
- Monitoring internal audit function to get along with ethical and corporate governance including setting accepted standards and also reviewing and evaluating auditors’ ethic before proposing to the Committee’s approval
- Regularly evaluating and reviewing the charter of internal audit function
- Considering and approving the internal audit strategies, annual internal audit plans, and budgets for internal auditing to achieve the effectiveness and efficiency of internal auditing activities. Also priorities internal audit activities based on risk factors
- Reviewing internal audit report and conducting confidential meeting with internal audit executives to evaluate if there is any intervention from management and executive team affecting the independence of internal auditors
- Investigating the optimization efficiency of the bank’s assets with internal audit executives based on the bank’s policies or guidance
- Investigating and considering the identified as well as the Management’s counter measures together with management team
- Considering the assignment, punishment, and deprivation of internal audit executives according to the proposal of the President before proposing to the Committee’s approval
- Evaluating the performance of the internal audit executives
- Arranging regular revision of internal auditing efficiency, by external independent evaluators (Independent Quality Assessment Review) at least every five years
- Compliance to Laws, Rules and Regulations
Ensuring that the bank is complying with Laws, Government’s Rules and Regulations and related controlling organization to prevent damage such as fine warning, and protect the bank and Management Team’s reputation.
- Risks management
1. Investigating significant risks and reviewing the adequacy and standardization of the internal auditors’ risk
assessment methods with external auditors
2. Ensuring that the bank’s Committee and Top Management Team are aware of major risk as well as
- Working Evaluation
Arranging self-evaluation and Audit’s Committee annual working evaluation with the bank’s Committee as the evaluator
Remuneration and Nomination Committee
Roles and Responsibilities
- Setting policies, criteria and strategies in the remuneration nomination process and distributing reward and other benefits structure for the bank’s Committee and Senior Executives
- Proposing remuneration’ suggestion and other bank’s benefits
- Recruiting qualified candidates in accordance with applicable laws and presenting to the bank’s Committee to further appoint as the bank’s Committee and Senior Executives
- Monitoring the structure of the bank’s Committee and considering appropriate number of them to fit in with organization and situational changes
- Proposing the prospective committee to replace those committee who vacate his office
- Remunerating the bank’s Committee and Senior Executives accordingly to their roles and responsibilities
- Planning strategically the evaluation and evaluating Senior Executives
- Proceed other tasks assigned by the bank’s Committee
Corporate Governance and Social Responsibility Committee
Roles and Responsibilities
- Present policy on corporate governance and social responsibility to the Board of Directors.
- Oversee that operations are in compliance with the principles of corporate governance stipulated by the regulators such as the Bank of Thailand, the Stock Exchange of Thailand and the Office of Securities and Exchange Commission, together with bearing social responsibility.
- Regularly review the corporate governance and social responsibility policy to be in consonance with international practices and recommendations of related institutions.
- Recommend Code of Best Practices or Board of Directors Charter to the Board of Directors as well as other committees established.
- Recommend Code of Business Conduct and Code of Practices for executives and staff members.
- Encourage good corporate governance culture and participation in social activities for sustainable development which must be understood and carried out effectively at all levels.
- Nominate subcommittee to support corporate governance and social responsibility work as deemed appropriate.
- Perform other tasks assigned by the Board of Directors.
Risk Management Committee
Risk Management Committee comprised of Directors, President and top executives from the Risk Management Group, Operation Group and Financial management Group.
Authority and Responsibility
- Present the overall risk management policy to the Board of Directors covering crucial risks namely strategic risk, credit risk, market risk, liquidity risk, operational risk and reputation risk.
- Set out strategies in consonance with the risk management policy and assessing, monitoring and overseeing the risk volume to be at appropriate levels.
- Control, monitor and assess risk management as well as oversee that the Bank has implemented the risk management policy and follow the guidelines prescribed by the Bank and the regulators.
- Review adequacy of the risk management policy and risk management system including effectiveness of the system and implementation of the policy set forth.
- Formulate the risk management policy and oversee risk management of the financial business group to be in compliance with the Consolidated Supervision guidance of the Bank of Thailand. Furthermore, control, monitor and assess risks of the financial business group for better efficiency and to be at acceptable levels.
- Report the operating performance of the Risk Management Committee to the Audit Committee regularly every month and report the same to the Board of Directors every quarter.
- Have the authorization to invite management or concerned persons to attend the meeting, complied with disclose related information or document to the committee.
- Perform other task assigned by the Board of Directors
The Compliance Committee
The regulatory compliance committee was appointed by the Board of Directors at the meeting of 18/2012(830) on September 27, 2012. The committee comprised of at least 3 independent directors but not exceeding 5. The independent directors possess knowledge and sufficient experience to perform their duties. At least 1 member in the committee must possess legal experience related to official laws, rules and regulations of the government sector.
The purpose of the regulatory compliance committee is to assist the Board of Directors in overseeing the regulatory compliance and ensures that the Bank and its subsidiary companies in financial business group operate their business in accordance with relevant laws, rules, regulations, standards and transaction guidelines prescribed by the official authorities, financial institution supervisions and the Bank’s regulations.
Authority and Responsibility
- Supervise and monitor risks resulted from abusing of regulations and laws.
- Review the Charter of the Compliance Committee on regular basis for submission to the Board of Directors for approval.
- Assess annual performance of the Compliance Department to maintain independence and avoid conflict of interest. Review policy and regularly assess risk management in regulatory compliance to ensure the proper management in compliance with the regulatory requirements.
- Approve the Annual Compliance Report.
- Review the review of Annual Compliance Report. It may be asked to review or monitor transactions that default on compliance and bear risks on the Bank.
- Report to Board of Directors quarterly for acknowledgement and/or consideration for improvement in case of non-compliance with regulations.
Scope of Authority and Responsibility
1) Recommend agenda of meeting to the Chairman of the Board of Directors if issue is deemed important or issues that should be considered by the Board and not yet included on the agenda.
2) Provide opinions to the Chairman of the Board of Directors with regard to the role and performance of the Board.
3) Support the Board of Directors in boosting efficiency in complying with the principles of good corporate governance.
4) In case where the Board of Directors consider material agenda items such as related-party items or significant property trading, Independent Directors of over half the total number of Independent Directors should join in the consideration of such material agenda items.
5) In case where the Independent Directors may have conflicting opinions or any other observations on agenda items under consideration by the Board of Directors meeting, such opinions or observations should also be recorded in the minutes of the Board of Directors meeting every time.
6) Monitor the performance by the Independent Directors who have been designated to take position in various subcommittees especially in the issues of regulatory compliance, international accounting standards and risk management.
7) Perform any other tasks as assigned by the Board of Directors.