Krung Thai Bank adopts principles from Good Corporate Governance as Guidelines in defining our management structure which consists of five groups of committees as follows:

  1. Board of Directors
  2. Senior Executives
  3. Audit Committee
  4. Nomination and Remuneration Committee
  5. Corporate Governance and Corporate Social and Environmental Committee
Bank’s 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.
Authorities
  • 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.
Executive Committee
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
Audit 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 accounting standards
  2. Discussing with auditors about critical accounting issues which may affect credibility of the bank’s financial statement
    • 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 transparent
  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
Internal control

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.

Financial auditor
  1. Ensuring financial auditors’ independence
  2. Reviewing scope of functions of auditors and internal auditors to eliminate redundancy in financial audit with consideration of resource using efficiency
  3. Considering the appointment of auditors and their remuneration before proposing in shareholder’s meetings
  4. 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
Internal Auditor
  1. Ensuring internal auditors’ independence
  2. Directly supervising the internal audit function while the operation within the function remains under the supervision of President
  3. 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
  4. Regularly evaluating and reviewing the charter of internal audit function
  5. 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
  6. 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
  7. Investigating the optimization efficiency of the bank’s assets with internal audit executives based on the bank’s policies or guidance
  8. Investigating and considering the identified as well as the Management’s counter measures together with management team
  9. Considering the assignment, punishment, and deprivation of internal audit executives according to the proposal of the President before proposing to the Committee’s approval
  10. Evaluating the performance of the internal audit executives
  11. 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 operational risks
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 and Environmental Responsibility Committee

Roles and Responsibilities

  • Setting policies on Corporate Governance, Social and Environmental Responsibilities of the bank and subsidiaries.
  • Monitoring the bank’s operation to comply with corporate governance stated by Bank of Thailand, The Stock Exchange of Thailand and the Securities and Exchange Commission with social and environmental responsibilities
  • Always reviewing the bank’s policies on Corporate Governance, Social and Environmental Responsibilities to comply with international standard and other related institutions
  • Proposing good governance and appropriate rules setting up for the bank’s Committee and other appointed committee
  • Setting appropriate rules on business ethics of the bank including good governance for Senior Executives
  • Supporting good organizational culture and participating in sustainable Social and Environmental Responsibilities activities for the benefits of society
  • Appointing extra committee to support the works of Good Corporate Governance, Social and Responsibilities
  • Other tasks assigned by the bank’s Committee