Corporate Governance
Commitment
To ingrain good corporate governance within the organization that aligns with local laws and best practices as well as international standards, build trust among all stakeholders and ensure the sustainable growth of the Bank.
Materiality
The practice of good corporate governance is a key factor in effectively managing an organization to achieve desired goals. The Bank is therefore committed to conducting its business with prudence, transparency, accountability and verifiability, while taking responsibility for all stakeholders. It firmly adheres to applicable laws, regulations, and recognized principles and practices of good corporate governance. We have established an effective governance structure and efficient procedures and actively promote a strong culture of good corporate governance throughout the organization. This is achieved through the continuous enhancement of knowledge and understanding among the Board of Directors, management, and staff, enabling the Bank to respond promptly to economic, social and environmental changes. These efforts support sustainable business growth and foster trust and confidence among all stakeholder groups.
Corporate Governance Policy
The Bank has established a Corporate Governance Policy, together with related guidelines, to promote good corporate governance in alignment with internationally and nationally recognized corporate governance principles and regulatory requirements. The Bank’s corporate governance policy covers key principles, including the treatment of shareholders and stakeholders, disclosure and transparency, board responsibilities, internal control and risk management, as well as codes of conduct and business ethics. We have assigned the Corporate Governance Committee to oversee the regular review of our policies and related practices to ensure their continued appropriateness and compliance with applicable regulatory requirements. The committee also ensures that good corporate governance principles are effectively implemented in the Bank’s business operations and reports on its performance results to the Board of Directors.
Corporate Governance Structure
Board of Directors
The Board of Directors is the Bank’s highest governing body and is responsible for establishing and reviewing the Bank’s vision, mission, policies, objectives, business direction, and both short-term and long-term business strategies. The Board is also responsible for overseeing the Bank’s operations to ensure compliance with applicable laws, the Bank’s regulations and resolutions of shareholders’ meetings.
Committees
Various committees are appointed by the Board of Directors to review, provide recommendations, monitor, and oversee operations in accordance with the mandates assigned by the Board of Directors. The committees regularly report on the performance of their duties to the Board of Directors. The Bank has five committees, as follows:
Roles, Duties and Responsibilities
The Bank clearly distinguishes the roles, duties and responsibilities of the Board of Directors and management and distinctly separates the positions and authorities of the Chairman of the Board of Directors, the Chairman of the Board of Executive Directors, and the President. These three positions are not held by the same individual, in order to ensure effectiveness and transparency in the Bank’s governance and internal operations. Management is responsible for managing and driving the Bank’s business in accordance with the policies and strategies approved by the Board of Directors and for achieving the objectives set by the Board. This includes determining operational guidelines, action plans, systems and work processes, as well as ensuring that human resources and other resources are adequately and appropriately managed to support operations. In addition, management is responsible for carrying out other duties within the scope of the authority delegated by the Board of Directors.
The Board of Directors is the Bank’s highest governing body and is responsible for establishing and reviewing the Bank’s vision, mission, policies, objectives, business direction, and both short-term and long-term business strategies. The Board is also responsible for overseeing the Bank’s operations to ensure compliance with applicable laws, the Bank’s regulations and resolutions of shareholders’ meetings.
Committees
Various committees are appointed by the Board of Directors to review, provide recommendations, monitor, and oversee operations in accordance with the mandates assigned by the Board of Directors. The committees regularly report on the performance of their duties to the Board of Directors. The Bank has five committees, as follows:
- The Board of Executive Directors: Responsible for the day-to-day management of the Bank, including the consideration and approval of loans, debt restructuring, investments and other business activities within the scope of authority delegated by the Board of Directors. This also includes the consideration of other matters that are required by laws or the Bank’s regulations to receive approval or endorsement from the Board of Directors or the shareholders’ meeting.
- The Audit Committee: Responsible for reviewing and ensuring the accuracy and adequacy of financial reporting; reviewing and evaluating the effectiveness and appropriateness of internal control and internal audit systems; considering and approving audit plans; reviewing compliance with applicable laws and the Bank’s regulations; reviewing and assessing related-party transactions or transactions that may give rise to conflicts of interest to ensure compliance with legal and regulatory requirements; and considering the selection of, and coordinating with, the Bank’s external auditors
- The Nomination and Remuneration Committee: Responsible for selecting and nominating individuals for appointment as members of the Board of Directors, members of Board-level committees, and senior executives at the levels of Executive Vice President and above. The Committee is also responsible for considering the principles, structure, and amounts of remuneration and other benefits provided to directors, board-level committee members, and senior executives at the levels of Executive Vice President and above.
- The Risk Oversight Committee: Responsible for overseeing the management of the Bank’s key risks, including environmental and climate-related risks, to ensure that risk management is conducted in a systematic and continuous manner, and is efficient, effective and aligned with the Bank’s overall risk management strategy and policies.
- The Corporate Governance Committee: Responsible for supporting the Board of Directors in areas relating to good corporate governance and sustainability by ensuring the effective implementation of good governance and sustainability principles, reviewing sustainability strategies appropriate to the Bank’s business context, and providing recommendations to the Board on issues related to environmental, social and governance (ESG) risks and opportunities.
Roles, Duties and Responsibilities
The Bank clearly distinguishes the roles, duties and responsibilities of the Board of Directors and management and distinctly separates the positions and authorities of the Chairman of the Board of Directors, the Chairman of the Board of Executive Directors, and the President. These three positions are not held by the same individual, in order to ensure effectiveness and transparency in the Bank’s governance and internal operations. Management is responsible for managing and driving the Bank’s business in accordance with the policies and strategies approved by the Board of Directors and for achieving the objectives set by the Board. This includes determining operational guidelines, action plans, systems and work processes, as well as ensuring that human resources and other resources are adequately and appropriately managed to support operations. In addition, management is responsible for carrying out other duties within the scope of the authority delegated by the Board of Directors.
Board Structure and Promotion of Board Diversity
The Bank determines the structure, size and composition of its Board of Directors to be appropriate to its business context and in compliance with regulatory requirements. At least one-third of the total number of directors must be independent directors to ensure an appropriate balance of power. Independent directors are required to possess qualifications prescribed by the Bank, which are equivalent to those stipulated by the Securities and Exchange Commission (SEC). The Bank has assigned the Nomination and Remuneration Committee to be responsible for the nomination and selection of suitable individuals to serve as directors, in accordance with established processes and criteria. In this regard, the Committee considers candidates’ knowledge, competencies and professional skills that are beneficial to the Bank, utilizing a Board Skill Matrix and the Director Pool database of the Thai Institute of Directors. Consideration is also given to candidates’ business experience and compliance with regulatory qualification requirements. The list of qualified candidates is submitted to the Bank of Thailand for approval prior to being proposed for appointment as directors.
Promotion of Board Diversity
The Bank places strong emphasis on board diversity, recognizing that a diverse Board of Directors brings varied, broad and well-rounded perspectives across all key dimensions relevant to the Bank’s business operations. This, in turn, supports effective corporate governance and contributes to sustainable long-term performance. The Bank has established a Board Diversity Policy to serve as a guiding principle for the nomination and selection of directors. Under this policy, the Nomination and Remuneration Committee is required to consider directors’ qualifications with due regard to diversity in areas such as skills, knowledge, expertise, experience and educational background, without restrictions based on gender, race, religion or culture. In addition, the Bank periodically reviews the appropriateness of the Board’s structure, size and diversity, and reports the results to the Board of Directors for consideration and the determination of appropriate courses of action.
Efficiency of the Board of Directors
Meetings
The Bank holds meetings of the Board of Directors on a monthly basis. All directors have the duty and responsibility to attend every Board meeting, or at least 75 percent of the total number of meetings held during the year, in accordance with the regulations of the Bank of Thailand.
Performance Evaluation
The Bank conducts an annual performance evaluation of the Board of Directors to provide directors with an opportunity to review their performance over the past year and to use the evaluation results to further enhance their performance, thereby improving the overall effectiveness of the Board. The Board performance evaluation comprises: (1) self-assessment, an evaluation of the Board of Directors’ collective performance and each director’s individual performance; and (2) cross-assessment, which is an evaluation of other directors’ performance. The Company Secretary is responsible for distributing and collecting the evaluation forms and submitting them to the Nomination and Remuneration Committee for compilation and analysis. The summarized evaluation results are then reported to the Board of Directors for acknowledgment.
Development of Directors
The Bank places strong emphasis on the continuous development of directors’ knowledge and competencies. The Bank encourages all directors to attend training programs that are beneficial to the performance of their duties as bank directors, such as the Director Certification Program and the Director Accreditation Program organized by the Thai Institute of Directors Association. In addition, the Bank encourages directors to enhance their knowledge and acquire new skills that contribute to the Bank’s business development through participation in training courses and seminars organized by both internal and external institutions.
Evaluation of the Performance of Duties and the Determination of Remuneration for Senior Executives
The Bank requires performance evaluations of the Executive Chairman and the President to be conducted by members of the Board of Directors excluding executive directors. The evaluation is carried out using an assessment form developed in accordance with the CEO evaluation guidelines issued by the Stock Exchange of Thailand and approved by the Board of Directors. The key areas of performance evaluation include leadership, strategy formulation, strategy execution, financial planning and performance, and relationships with the Board of Directors. The Chairman of the Nomination and Remuneration Committee is responsible for communicating the evaluation results to the Executive Chairman and the President for acknowledgment.
The Nomination and Remuneration Committee is responsible for determining appropriate remuneration for senior executives at the levels of Executive Vice President, Senior Executive Vice President and above, and for proposing such remuneration to the Board of Directors for approval. The remuneration determination is linked to the Bank’s performance indicators over both the short-term and long-term, as well as to the individual performance of each executive. The performance indicators cover financial, customer, operational efficiency and process development, and human capital development dimensions. Examples include return on assets (ROA), revenue growth, loan growth, asset quality, customer satisfaction, and cost management. In addition, consideration is given to those performance indicators reflecting the Bank’s competitiveness relative to other financial institutions and leading companies in Thailand, such as overall return on equity.
The Bank holds meetings of the Board of Directors on a monthly basis. All directors have the duty and responsibility to attend every Board meeting, or at least 75 percent of the total number of meetings held during the year, in accordance with the regulations of the Bank of Thailand.
Performance Evaluation
The Bank conducts an annual performance evaluation of the Board of Directors to provide directors with an opportunity to review their performance over the past year and to use the evaluation results to further enhance their performance, thereby improving the overall effectiveness of the Board. The Board performance evaluation comprises: (1) self-assessment, an evaluation of the Board of Directors’ collective performance and each director’s individual performance; and (2) cross-assessment, which is an evaluation of other directors’ performance. The Company Secretary is responsible for distributing and collecting the evaluation forms and submitting them to the Nomination and Remuneration Committee for compilation and analysis. The summarized evaluation results are then reported to the Board of Directors for acknowledgment.
Development of Directors
The Bank places strong emphasis on the continuous development of directors’ knowledge and competencies. The Bank encourages all directors to attend training programs that are beneficial to the performance of their duties as bank directors, such as the Director Certification Program and the Director Accreditation Program organized by the Thai Institute of Directors Association. In addition, the Bank encourages directors to enhance their knowledge and acquire new skills that contribute to the Bank’s business development through participation in training courses and seminars organized by both internal and external institutions.
Evaluation of the Performance of Duties and the Determination of Remuneration for Senior Executives
The Bank requires performance evaluations of the Executive Chairman and the President to be conducted by members of the Board of Directors excluding executive directors. The evaluation is carried out using an assessment form developed in accordance with the CEO evaluation guidelines issued by the Stock Exchange of Thailand and approved by the Board of Directors. The key areas of performance evaluation include leadership, strategy formulation, strategy execution, financial planning and performance, and relationships with the Board of Directors. The Chairman of the Nomination and Remuneration Committee is responsible for communicating the evaluation results to the Executive Chairman and the President for acknowledgment.
The Nomination and Remuneration Committee is responsible for determining appropriate remuneration for senior executives at the levels of Executive Vice President, Senior Executive Vice President and above, and for proposing such remuneration to the Board of Directors for approval. The remuneration determination is linked to the Bank’s performance indicators over both the short-term and long-term, as well as to the individual performance of each executive. The performance indicators cover financial, customer, operational efficiency and process development, and human capital development dimensions. Examples include return on assets (ROA), revenue growth, loan growth, asset quality, customer satisfaction, and cost management. In addition, consideration is given to those performance indicators reflecting the Bank’s competitiveness relative to other financial institutions and leading companies in Thailand, such as overall return on equity.
Corporate Governance Culture
The Bank promotes and supports awareness, understanding and adherence to the principles of good corporate governance among all directors, executives and employees, and requires compliance with the Bank’s policies and guidelines on good corporate governance as a matter of routine, so that such practices are embedded as part of the Bank’s organizational culture. The Bank regularly communicates its governance policies and guidelines to all directors, executives and employees, and encourages participation in training programs and seminars on topics related to good corporate governance, such as anti-corruption, anti-money laundering and countering the financing of terrorism and the proliferation of weapons of mass destruction, business ethics, market conduct, personal data protection, and the management of environmental and climate-related risks. The Bank’s ongoing commitment to strengthening good corporate governance is reflected in its achievement in the 2025 Annual Corporate Governance Survey of Listed Companies conducted by the Thai Institute of Directors (IOD), in which the Bank received a rating of “Excellent.”
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