Corporate Governance Policy


Objectives

Bangkok Bank has established this Corporate Governance Policy for a direction and framework for governing its business in accordance with the principles of good corporate governance.

The Bank encourages the adoption and implementation in an adaptable manner of this Corporate Governance Policy by companies in its financial business group suited to situation of each company.

Directors, executives, employees, and relevant parties are required to adhere to and practice this Corporate Governance Policy in doing the business to promote the Bank as an organization with good and efficient business management under a code of conduct and business ethics.

Corporate Governance Policy

The Bank recognizes the importance of good corporate governance which is generally accepted as a major factor in ensuring fairness for stakeholders and enhancing the efficiency of the organization. The Bank therefore promotes conducting its business in line with the principles of good corporate governance, which form a basis for sound performance results, a strong and stable financial position and sustainable growth.

The Bank’s vision is to be a bank which provides quality financial services in line with target customers’ requirements, and is well equipped with qualified personnel and modern technology and working systems, while maintaining its status as a well-established international bank and a leading Asian bank. To achieve the vision, the bank has established a corporate governance policy in line with the economic and social environment in Thailand and the region.

The Bank’s corporate governance policy comprises the following five important principles:

(1) Treatment to Shareholders and Other Stakeholders

       The Bank recognizes the legitimate rights of shareholders and observes the rights of other stakeholders (for instance, employees, suppliers, community, competitors, creditors, etc.) and will ensure that such rights or mutual agreements are protected and well observed. The Bank realizes that good relationship and co-operation with shareholders and stakeholders are the factors that will support the Bank’s sustainable growth in accordance with the guidelines and principles of corporate social responsibility generally accepted to be suitable for the economic and social environment in the country and the region.

(2) Information Dissemination

       The Bank recognizes 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.

(3) Responsibilities of the Bank's Board of Directors

       The Board of Directors has the responsibility of performing its duties with care, circumspection and integrity, and overseeing the Bank so that it is in compliance with the law, the Bank's objectives and regulations, as well as the resolutions of shareholders' meetings.

       The Board should have a balanced composition comprising a number of executive directors, non-executive directors and independent directors as is appropriate for the management of the Bank's businesses.

(4) Internal Control and Risk Management

       The Bank realizes the importance of internal control, risk management, and the proper and efficient monitoring of the conduct of its businesses.

(5) Code of Conduct and Business Ethics

       The Bank recognizes the importance of a Code of Conduct and Business Ethics which provides a standard of good practices for directors, executives, employees and other persons acting on behalf of the Bank.

Good Corporate Governance Practices

In accordance with the aforementioned corporate governance policy, the Bank has established the following practices for promotion of good corporate governance:

1. Treatment to Shareholders and Concern for Stakeholders

    1.1 The Bank recognizes the importance of ensuring that shareholders are treated fairly and appropriately in accordance with the laws and agreements made with shareholders and will treat them equitably in accordance with good corporate governance guidelines and principles. This includes supporting and providing convenience for shareholders to participate, in person or by proxy, in shareholders’ meeting; and encouraging them to exercise their rights to, for example, suggest meeting agendas and nominate persons to be elected as directors, or submit questions for the Bank to consider prior to the meeting.

    1.2 The Bank will treat all stakeholders in accordance with the principles of honesty and integrity. The Bank will also support the roles of stakeholders which will lead to co-operation between the Bank and stakeholders in creating wealth, financial stability, and the sustainability of business. The Bank has therefore established guidelines for treatment of stakeholders as follows:

    (1) The Bank recognizes the importance of valuing human resources and it therefore encourages and supports developing the potential of its human resources with training comprising various courses supportive to learning. The Bank also provides workplaces which are hygienic in line with accepted standards, and maintains statistics of staff leave or sickness from work. The Bank recognizes the importance of fair employment conditions and it therefore provides remuneration and benefits for employees in accordance with their performance assessment, overall economic and social environment, and business direction and financial results for both the short term and long term.

    (2) The Bank adheres to and puts into practice the principles of human rights in line with relevant laws. The Bank will never take an action in violation of human rights, and will prevent any actions which may threaten, intimidate or violate individual rights and freedom.

    (3) The Bank recognizes the importance of treating customers fairly and responsibly as it realizes that such practice is essential to its business success. The Bank will treat its customers as its business partners to strive for mutual prosperity.

    (4) The Bank adheres to and recognizes the importance of fair competition in business under accepted standards, and abides by the laws pertaining to business competition.

    (5) The Bank adheres to and recognizes the importance of equitable, fair, and responsible treatment of counterparties under agreed contractual conditions as it realizes that they have significant roles in supporting its business operations. The Bank has established sound practical guidelines for selecting counterparties and engaging in transactions with them. The Bank also honors contractual obligations with counterparties on the basis of mutual good understanding, co-operation and recognition of market practice as well as other widely accepted standards.

    (6) The Bank puts into practice fair treatment to creditors and is responsible to creditors in accordance with the laws and contractual obligations.

    (7) The Bank recognizes the importance of complying with standards pertaining to safety, security, and workplace health which are appropriate and suitable to communities, environment and society. In addition, the Bank also promotes environmental protection and economical, good-value, and efficient use of resources in consideration of environmental standards suitable for its business operations. The Bank also supports measures for environmental protection, and takes part in educational campaign or promotes knowledge and understanding of energy conservation and environmental protection for sustainable benefits.

    (8) The Bank supports undertaking of activities for community development to empower communities and society.

    (9) The Bank respects and abides by the laws on intellectual property or copyright, and will never violate anyone’s intellectual properties and copyrights.

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

    1.4 The Bank recognizes the importance of establishing and enforcing practices that will prevent illegal or unrighteous pursuit of benefits such as the prohibition of insider trading of securities, requirement for directors to report their securities trading to the meeting of the Board of Directors and their interests.

    1.5 The Bank recognizes the importance of establishing and enforcing practices that will oversee and manage potential conflicts of interest in accordance with the rules and regulations as issued by the government. 

    1.6 The Bank has established communication channels and procedure for whistle blowing to allow stakeholders to report clues of illegal actions, accuracy of financial reporting, deficiency of internal control systems, or breaches of code of conduct and ethics directly through the channels provided by the Bank. These include internal and procedures for receiving and handling of complaints from stakeholders and protection of the rights of informers and persons involved to ensure they are treated fairly and protect them from any harassment.

2. Information Disclosure and Transparency

    2.1 The Bank recognizes the importance of the disclosure of accurate and timely information that is material to shareholders' or investors' investment decisions.

    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 suitable channels to as many shareholders and investors as possible.

3. Responsibility of the Board of Directors

    The Bank recognizes the duties and responsibilities of its Board of Directors to 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 knowledge, skills and expertise. 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 of Directors has the primary duties and responsibilities of providing a vision, policies and direction in conducting and overseeing the Bank's business to be in compliance with the law, the Bank's objectives and regulations, and the resolutions of the Bank’s shareholders' meetings. Such duties and responsibilities include providing policies or guidance to the management on conducting the business, and overseeing 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 requires for its meetings to be held on a regular basis and the meetings be scheduled in advance for an entire year. Additional meetings may also be called 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.

    3.7 The Bank limits the holding of positions in other companies by its directors, including the Chairman of the Executive Board and the President, in accordance with Bank of Thailand’s requirements and good practices in accordance with good corporate governance principles for financial institutions. The Bank also limits the number of other SET-listed companies in which each director, including the Chairman of the Executive Board and the President, will hold directorship to not more than five companies.

    3.8 The Bank considers remuneration for the Chairman of the Executive Board and the President in accordance with the economic and social environment, its business operations as one of the country’s financial institutions, and its business direction and financial results in both the short term and long term.

    3.9 The Bank supports and encourages its directors to gain more knowledge essential for performing their duties by enrolling in training courses or seminars deemed useful for their work and the Bank.

4. Internal Control and Risk Management

    4.1 The Bank has established an internal control system to ensure the Bank meets acceptable standards. 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, as well as 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 procedures and.

    4.2 The Bank has established an internal working unit to support the Risk Management Committee and to enable the Bank's risk management systems to operate with suitability and in consistence with changes in 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 or avoid any actions that may lead to conflicts of interest.

    (d) To act as a knowledgeable and experienced professional with due care.
Bangkok Bank has established this Corporate Governance Policy for a direction and framework for governing its business in accordance with the principles of good corporate governance.

The Bank encourages the adoption and implementation in an adaptable manner of this Corporate Governance Policy by companies in its financial business group suited to situation of each company.

Directors, executives, employees, and relevant parties are required to adhere to and practice this Corporate Governance Policy in doing the business to promote the Bank as an organization with good and efficient business management under a code of conduct and business ethics.

The Bank recognizes the importance of good corporate governance which is generally accepted as a major factor in ensuring fairness for stakeholders and enhancing the efficiency of the organization. The Bank therefore promotes conducting its business in line with the principles of good corporate governance, which form a basis for sound performance results, a strong and stable financial position and sustainable growth.

The Bank’s vision is to be a bank which provides quality financial services in line with target customers’ requirements, and is well equipped with qualified personnel and modern technology and working systems, while maintaining its status as a well-established international bank and a leading Asian bank. To achieve the vision, the bank has established a corporate governance policy in line with the economic and social environment in Thailand and the region.

The Bank’s corporate governance policy comprises the following five important principles:

(1) Treatment to Shareholders and Other Stakeholders

       The Bank recognizes the legitimate rights of shareholders and observes the rights of other stakeholders (for instance, employees, suppliers, community, competitors, creditors, etc.) and will ensure that such rights or mutual agreements are protected and well observed. The Bank realizes that good relationship and co-operation with shareholders and stakeholders are the factors that will support the Bank’s sustainable growth in accordance with the guidelines and principles of corporate social responsibility generally accepted to be suitable for the economic and social environment in the country and the region.

(2) Information Dissemination

       The Bank recognizes 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.

(3) Responsibilities of the Bank's Board of Directors

       The Board of Directors has the responsibility of performing its duties with care, circumspection and integrity, and overseeing the Bank so that it is in compliance with the law, the Bank's objectives and regulations, as well as the resolutions of shareholders' meetings.

       The Board should have a balanced composition comprising a number of executive directors, non-executive directors and independent directors as is appropriate for the management of the Bank's businesses.

(4) Internal Control and Risk Management

       The Bank realizes the importance of internal control, risk management, and the proper and efficient monitoring of the conduct of its businesses.

(5) Code of Conduct and Business Ethics

       The Bank recognizes the importance of a Code of Conduct and Business Ethics which provides a standard of good practices for directors, executives, employees and other persons acting on behalf of the Bank.

In accordance with the aforementioned corporate governance policy, the Bank has established the following practices for promotion of good corporate governance:

1. Treatment to Shareholders and Concern for Stakeholders

    1.1 The Bank recognizes the importance of ensuring that shareholders are treated fairly and appropriately in accordance with the laws and agreements made with shareholders and will treat them equitably in accordance with good corporate governance guidelines and principles. This includes supporting and providing convenience for shareholders to participate, in person or by proxy, in shareholders’ meeting; and encouraging them to exercise their rights to, for example, suggest meeting agendas and nominate persons to be elected as directors, or submit questions for the Bank to consider prior to the meeting.

    1.2 The Bank will treat all stakeholders in accordance with the principles of honesty and integrity. The Bank will also support the roles of stakeholders which will lead to co-operation between the Bank and stakeholders in creating wealth, financial stability, and the sustainability of business. The Bank has therefore established guidelines for treatment of stakeholders as follows:

    (1) The Bank recognizes the importance of valuing human resources and it therefore encourages and supports developing the potential of its human resources with training comprising various courses supportive to learning. The Bank also provides workplaces which are hygienic in line with accepted standards, and maintains statistics of staff leave or sickness from work. The Bank recognizes the importance of fair employment conditions and it therefore provides remuneration and benefits for employees in accordance with their performance assessment, overall economic and social environment, and business direction and financial results for both the short term and long term.

    (2) The Bank adheres to and puts into practice the principles of human rights in line with relevant laws. The Bank will never take an action in violation of human rights, and will prevent any actions which may threaten, intimidate or violate individual rights and freedom.

    (3) The Bank recognizes the importance of treating customers fairly and responsibly as it realizes that such practice is essential to its business success. The Bank will treat its customers as its business partners to strive for mutual prosperity.

    (4) The Bank adheres to and recognizes the importance of fair competition in business under accepted standards, and abides by the laws pertaining to business competition.

    (5) The Bank adheres to and recognizes the importance of equitable, fair, and responsible treatment of counterparties under agreed contractual conditions as it realizes that they have significant roles in supporting its business operations. The Bank has established sound practical guidelines for selecting counterparties and engaging in transactions with them. The Bank also honors contractual obligations with counterparties on the basis of mutual good understanding, co-operation and recognition of market practice as well as other widely accepted standards.

    (6) The Bank puts into practice fair treatment to creditors and is responsible to creditors in accordance with the laws and contractual obligations.

    (7) The Bank recognizes the importance of complying with standards pertaining to safety, security, and workplace health which are appropriate and suitable to communities, environment and society. In addition, the Bank also promotes environmental protection and economical, good-value, and efficient use of resources in consideration of environmental standards suitable for its business operations. The Bank also supports measures for environmental protection, and takes part in educational campaign or promotes knowledge and understanding of energy conservation and environmental protection for sustainable benefits.

    (8) The Bank supports undertaking of activities for community development to empower communities and society.

    (9) The Bank respects and abides by the laws on intellectual property or copyright, and will never violate anyone’s intellectual properties and copyrights.

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

    1.4 The Bank recognizes the importance of establishing and enforcing practices that will prevent illegal or unrighteous pursuit of benefits such as the prohibition of insider trading of securities, requirement for directors to report their securities trading to the meeting of the Board of Directors and their interests.

    1.5 The Bank recognizes the importance of establishing and enforcing practices that will oversee and manage potential conflicts of interest in accordance with the rules and regulations as issued by the government. 

    1.6 The Bank has established communication channels and procedure for whistle blowing to allow stakeholders to report clues of illegal actions, accuracy of financial reporting, deficiency of internal control systems, or breaches of code of conduct and ethics directly through the channels provided by the Bank. These include internal and procedures for receiving and handling of complaints from stakeholders and protection of the rights of informers and persons involved to ensure they are treated fairly and protect them from any harassment.

2. Information Disclosure and Transparency

    2.1 The Bank recognizes the importance of the disclosure of accurate and timely information that is material to shareholders' or investors' investment decisions.

    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 suitable channels to as many shareholders and investors as possible.

3. Responsibility of the Board of Directors

    The Bank recognizes the duties and responsibilities of its Board of Directors to 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 knowledge, skills and expertise. 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 of Directors has the primary duties and responsibilities of providing a vision, policies and direction in conducting and overseeing the Bank's business to be in compliance with the law, the Bank's objectives and regulations, and the resolutions of the Bank’s shareholders' meetings. Such duties and responsibilities include providing policies or guidance to the management on conducting the business, and overseeing 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 requires for its meetings to be held on a regular basis and the meetings be scheduled in advance for an entire year. Additional meetings may also be called 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.

    3.7 The Bank limits the holding of positions in other companies by its directors, including the Chairman of the Executive Board and the President, in accordance with Bank of Thailand’s requirements and good practices in accordance with good corporate governance principles for financial institutions. The Bank also limits the number of other SET-listed companies in which each director, including the Chairman of the Executive Board and the President, will hold directorship to not more than five companies.

    3.8 The Bank considers remuneration for the Chairman of the Executive Board and the President in accordance with the economic and social environment, its business operations as one of the country’s financial institutions, and its business direction and financial results in both the short term and long term.

    3.9 The Bank supports and encourages its directors to gain more knowledge essential for performing their duties by enrolling in training courses or seminars deemed useful for their work and the Bank.

4. Internal Control and Risk Management

    4.1 The Bank has established an internal control system to ensure the Bank meets acceptable standards. 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, as well as 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 procedures and.

    4.2 The Bank has established an internal working unit to support the Risk Management Committee and to enable the Bank's risk management systems to operate with suitability and in consistence with changes in 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 or avoid any actions that may lead to conflicts of interest.

    (d) To act as a knowledgeable and experienced professional with due care.
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