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 the foundation of sustainable business operations since it not only helps lessen the risks and increase management efficiency, but also creates trust among stakeholders including shareholders, investors, customers and employees. We are committed to good ethical and corporate governance standards that meet local and international regulatory rules. We are determined to promote these standards throughout the organization by continuously enhancing the awareness and understanding of the Board of Directors, management and staff. Adhering to good corporate governance, we seek to achieve a satisfactory and sustainable performance and create long-term value for society and all stakeholders.
Management Approach
We have established a corporate governance policy using best practices and international laws as guidelines. The policy outlines key principles concerning 1. Treatment of shareholders and other stakeholders, 2. Information disclosure and transparency, 3. Responsibilities of the Bank’s Board of Directors, 4. Internal control and risk management, and 5. Code of conduct and business ethics. The policy and guidelines are reviewed regularly to ensure they are appropriate, up-to-date and comply with the regulatory requirements. We encourage and support all involved parties to understand and comply with the corporate governance policy and guidelines so that they become an integral part of our corporate culture.
Promotion of Board Diversity
We believe that a diversified board of directors has different, broad, and inclusive perspectives that are critical to the Bank’s business operations and this will lead to effective corporate governance and good performance in the long run. Therefore, we adopted a Board Diversity Policy in 2021 as a guide to consider the nomination and selection of the Bank’s directors. The Nomination and Remuneration Committee is responsible for identifying individuals to serve as directors based on a diverse mix of skills, knowledge, expertise, experience, education, gender, age and culture, as well as regularly reviewing the suitability of the structure, size, and variety of the Board of Directors to continue to develop appropriate guidelines. As of December 31, 2021, the Board of Directors had 19 members: eight independent directors, one non-executive director, and 10 executive directors. The Board of Directors consists of directors who collectively have a diverse mix of age, gender, education, knowledge, competency, skill, and experience in diversified areas covering finance and banking, business administration, administration of educational institutions, law, innovation, and information technology. All of these are beneficial to the Bank’s business operations.
Supporting a Culture of Good Governance
All directors are required to adhere to and comply with corporate governance policies and guidelines to promote good corporate governance of the Bank and are encouraged to attend training and seminars on corporate governance topics. Moreover, the Board of Directors has assigned the Corporate Governance Committee to formulate and review good corporate governance practices to be appropriate and supervise and monitor the principles of good corporate governance to be effective in practice. We encourage relevant executives to have knowledge and understanding of good corporate governance by attending various training courses and seminars and require all executives and employees to attend various courses that enhance their understanding of the principles of good corporate governance and how to implement them successfully into the Bank’s working culture. Such courses include Anti-Corruption, Industry Code of Conduct, Market Conduct, Personal Data Protection, and Cybersecurity.
Evaluation of Duty Performance and Remuneration
Self-assessment of the Board of Directors

The Board of Directors assesses their performance of duties on an annual basis to review their performance in the past year, including problems and obstacles that arose, and uses the assessment results to improve and develop their performance efficiency. 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.

Self-Assessment of the Committees

In 2021, 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 to review the efficiency and success of their performance 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. 

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 the 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 Board of Directors has arranged for the performance assessment of the Chairman of the Board of Executive Directors and the President on annual basis. The assessments are informed to the Chairman of the Board of Executive Directors and the President to reflect the view of the Board of Directors towards their performance of duties. In 2021, 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. 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 Corporate Secretary collected the assessment forms and submitted them to the Nomination and Remuneration Committee to process and summarize the assessment results. The Chairman of the Nomination and Remuneration Committee informed 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 their individual assigned duties and responsibilities by taking into account relevant factors 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 net profit to 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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