1 Rights of Shareholders and Stakeholders

    1.1 The Bank will ensure that shareholders are treated fairly and appropriately in accordance with the law.

    1.2 The Bank will treat its customers as its business partners to strive for mutual prosperity.

    1.3 The Bank will contribute to community services with the spirit of friendship and mutual cooperation.

    1.4 The Bank will treat all stakeholders in keeping with the principles of honesty and integrity.

    1.5 The Bank realizes the importance of establishing and enforcing practices that will prevent the illegal or inequitable pursuit of benefits such as the prohibition of insider’ trading.

    1.6 The Bank realizes the importance of establishing and enforcing practices that will oversee and manage potential conflicts of interest in accordance with the rules and regulations as laid down by the government.

2 Information Dissemination

    2.1 The Bank realizes the importance of the disclosure of information that is material to shareholders’ or investors’ investment decisions, and will ensure the proper and timely disclosure of information.

    2.2 The Bank prepares financial reports in accordance with generally accepted accounting principles. It also appoints an independent certified auditor to audit and give opinions on the financial reports in accordance with the account auditing standards.

    2.3 The Bank disseminates information through appropriate and proper channels to as many shareholders and investors as possible.

3  Structure, Role, Duty, Responsibility, and Independence of the Board of Directors

The Bank recognizes the duties and responsibilities of its Board of Directors toward its shareholders in conducting its business in such a way as to meet the objectives of the Bank as well as to maximize value for the Bank and its shareholders.

    3.1 The Board of Directors is made up of prominent figures respected for their leadership with varying educational backgrounds, expertise and skills. The Board is composed of executive directors, non-executive directors and independent directors. The number and the composition of the board will be adjusted as necessary to correspond to the changing circumstances and conditions.

    3.2 The Board has the duties and responsibilities of providing vision, policies and direction in conducting and monitoring the Bank’s business to be in compliance with the laws, the Bank’s objectives and regulations, and the resolutions of the shareholders’ meetings. Such duties and responsibilities include providing policies or guidance to the management on the conduct of business, and monitoring the management’s performance in pursuit of the stipulated goals, thereby maximizing value for the Bank and its shareholders.

    3.3 The Board of Directors convenes regular meetings every three months and may call for additional meetings as necessary and appropriate. 

    3.4 During each Board of Directors’ meeting, the directors are able to discuss, inquire, express opinions and make decisions freely. 

    3.5 The Board of Directors is charged with the responsibility of preparing the Bank’s financial statements and ensuring that they are correct, accurate, credible, and in compliance with Generally Accepted Accounting Standards. 

    3.6 The Board of Directors will establish various committees to help peruse, study in detail, monitor and oversee matters of importance as assigned. The committees will have appropriate composition, roles, duties and responsibilities in line with the environment and conditions of the Bank. Examples of the committees are: the Board of Executive Directors, the Audit Committee, the Risk Management Committee, and the Nomination and Remuneration Committee.

4 Internal Control and Risk Management

    4.1 The Bank will establish an internal control system of an acceptable standard. The Bank’s working units which are engaged with the duties of internal control include the following:
 
       (a) The Audit and Control Division, under the supervision of the Audit Committee, is responsible for auditing the working systems, data and the operation of various working units in the Bank to ensure that they comply with the regulations of the authorities and the Bank, and also assessing the adequacy and efficiency of the Bank’s internal control system.
       (b) The Compliance Unit is responsible for overseeing the Bank’s internal operations to ensure that they comply with the regulations of the authorities. It is also responsible for advising and coordinating with various units within the Bank to set up appropriate policies, procedures and workflows for internal use. 

    4.2 The Bank will establish an internal working unit to support the Risk Management Committee and to help adjust the Bank’s risk management systems to be consistent with the changes of the circumstances as appropriate.

5 Code of Conduct and Business Ethics

The Bank will encourage the directors, employees and those persons acting on behalf of the Bank to perform their duties in accordance with the established code of conduct and business ethics which includes the following basic principles: 

       (a) To perform one’s duties with honesty, integrity, moral principles and responsibility.
       (b) To safeguard confidentiality, and not to make wrongful use of inside information or confidential information for one’s own or any others’ benefits.
       (c) To prevent and avoid dealings or transactions that may lead to conflicts of interest.
       (d) To act as a professional with knowledge, expertise and due care.