Corporate Governance
Commitment
To ingrain good corporate governance that aligns with local and international standards in order to build trust among stakeholders and create sustainable value for business and society
Materiality
Good corporate governance is an important foundation that helps promote confidence among stakeholders and creates sustainable business value amidst disruptions in the economy, society and environment. The Bank is committed to ethical and good corporate governance standards that meet local and international regulatory rules, along with promoting a good governance culture in the organization by raising awareness and understanding of good corporate governance among the Board of Directors, management and staff. Adhering to good corporate governance, the Bank seeks to gain trust from stakeholders, be able to adapt to disruptions, have a good performance, and create great value for society.
Management Approach
With the belief that good corporate governance is an important element that helps businesses grow sustainably, the Bank has established a corporate governance policy and guidelines aligned with the law and good corporate governance principles as a framework for the practice of those involved. The policy outlines key principles concerning
- Treatment of shareholders and other stakeholders
- Information disclosure and transparency
- Responsibilities of the Bank’s Board of Directors
- Internal control and risk management
- Code of conduct and business ethics
The Board of Directors has assigned the Corporate Governance Committee to formulate and regularly review such policy and guidelines to ensure they are appropriate to changing circumstances and in accordance with the official regulations. The Board of Directors has the duty to determine and monitor the operations in compliance with good corporate governance principles to accomplish the organization’s goals.
Promotion of Board Diversity
To ensure the diversity of the Board of Directors, which will allow the Board of Directors to have diverse and broad perspectives covering all dimensions that are important to the Bank’s business operations and that lead to effective corporate governance and good performance, the Bank has established a Board Diversity Policy as a guideline for the selection and
nomination of the Bank’s directors. The Nomination and Remuneration Committee is required to consider the qualifications of the Bank’s directors based on a diverse mix of skills, knowledge, expertise, experience, education, gender, age, and culture. There will also be a regular review of the suitability of the structure, size and variety of the Board of Directors so that necessary measures may be determined.
Supporting a Culture of Good Governance
The Bank encourages and supports the Board of Directors, executives and staff to understand the principles of good corporate governance as well as the Bank’s policy and guidelines on corporate governance to build a culture of good governance in the organization. The Bank encourages members of the Board of Directors and executives to attend training courses or seminars on topics related to corporate governance, and executives and staff to participate in courses that further enhance their understanding of working under good corporate governance principles. The courses cover areas such as anti-corruption, anti-money laundering, counterterrorism and proliferation of weapons of mass
destruction, business ethics, market conduct and personal data protection, so that they can contribute to building a culture of good governance in the organization. The Bank’s commitment to continually developing good corporate governance practices is reflected in the Corporate Governance Report of Thai Listed Companies 2022 conducted by the Thai
Institute of Directors (IOD), which ranked the Bank at the level of “Excellent”.
Evaluation of Duty Performance and Remuneration
Assessment of the Performance of the Board of Directors
The Board of Directors assesses the performance of its duties on an annual basis to review its performance for the past year, including problems and obstacles that arose, and uses the assessment results to improve and develop its performance of its duties. There are two methods of assessment of performance of the Board of Directors: 1. Self-assessment on both a collective and individual basis 2. Cross-assessment for assessing the performance of other directors Both assessment methods use assessment forms approved by the Board of Directors.
Main Topics in the Self-assessment Form of the Board of Directors on a Collective Basis: 1. Structure and qualifications of the Board of Directors 2. Roles, duties and responsibilities 3. Meetings 4. Performance of the duties of directors 5. Relationship with management 6. Self-development of directors and development of executives
Main Topics in the Self-assessment Form of the Board of Directors on an Individual Basis: 1. Structure and qualifications of the Board of Directors 2. Meetings 3. Roles, duties and responsibilities
Main Topics in the Assessment Form for Cross-assessment: 1. Consistency of meeting attendance 2. Preparation for meeting attendance 3. Provision of comments at meetings 4. Collaboration 5. Representing the Bank in presenting the image of the Bank to third parties
The Corporate Secretary submits the three assessment forms for directors to conduct the assessments and the Nomination and Remuneration Committee processes, summarizes, and reports the assessment results to the Board of Directors.
Assessment of the Performance of the Committees
In 2022, all committees conducted their performance assessments to review their performance over the year according to the scope of duties and responsibilities as assigned by the Board of Directors and used the results of the assessment as a guideline for further improvement of the performance of their duties.
All committees conducted their performance assessments based on the self-assessment method on a collective basis by using the assessment form prepared within the framework of duties and responsibilities for each committee and agreed by the Board of Directors. In assessing performance, the secretary of each committee provided the self-assessment forms to each respective committee to conduct the assessment, then collected, processed, summarized and presented the assessment results to a meeting of each committee. The committees had reported the assessment results to the Board of Directors.
Assessment of the Performance of the Chairman of the Board of Executive Directors and the President
The performance of the Chairman of the Board of Executive Directors and the President were assessed using the assessment form prepared in accordance with the CEO appraisal guidelines of the Stock Exchange of Thailand and agreed by the Board of Directors. The main topics in the performance assessment of the Chairman of the Executive Directors and the President were leadership, strategy, implementation of strategies, planning and results of the financial operations, and relationships with directors. In this regard, the Chairman of the Nomination and Remuneration Committee presented the assessment results to the Chairman of the Board of Executive Directors and the President.
Remuneration for Executive Directors and Top-level Executives
The Nomination and Remuneration Committee is responsible for considering and proposing the appropriate remuneration of management including the Chairman of the Board of Executive Directors, President, and top-level executives from the level of Executive Vice President upwards for the Board of Directors to consider and approve, and determine the remuneration according to the Bank’s policy.
The determination of remuneration is linked with both short-term and long-term indicators of the Bank’s performance and reflects the performance results of each executive. Those indicators are financial performance, customers, improvement and development of work processes, and human resource development, considering return on assets (ROA), income growth, credit growth, asset quality, customers’ satisfaction, cost management as well as indicators of the Bank’s competitiveness compared to other leading financial institutions and companies in Thailand such as overall shareholder returns. This will lead to sustainable success as a trusted partner and reliable close friend.
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