Thanachart Capital Public Company Limited (“the Company”) Board of Directors has put in place written policy guidelines on corporate governance since 2003.
The Board also conducts an annual review on corporate governance policies and the reporting process on business compliance with corporate governance principles of the Company, at least once per annum. The business ethics as well as codes of conduct for directors, executives, and staff have been improved in order to establish a framework for all personnel in the Company.
The Company has disclosed Corporate Governance Policy and Guide to Business Conduct on the Company’s website and Thanachart Group’s intranet system in order to communicate with staff of the Group at every level.
In addition, Thanachart Group supports good corporate governance practices. It also instills in its staff the importance of both corporate governance and corporate social responsibility through its corporate policies and by offering a range of regular training and social activities for staff in the Group. To begin with, various training courses have been designed to include work practices which are based in morals, ethics, and the codes of professional conduct. In particular, the orientation course places emphasis on ensuring that new staff joining Thanachart Group recognize the s the importance of adhering to good corporate governance principles. In addition, to promote better access to training resources, E-learning applications have been made available to staff to provide them with more knowledge and better understanding to their work. Moreover, tests are organized annually to check employee understanding of the key components of their training. As well, the Company established a project entitled “Thanachart Can Do…Good Dharma & CG…Initiates and Fulfill Dharma”, by using videos as a tool to send messages to employees via Thanachart Group’s internal TV systems, namely “Thanachart Channel (T-Channel)”. The videos have been broadcasting at different times during the day, with the contents of the videos including the various activities whereby the employees practiced dharma, by thinking good thoughts and doing good deeds, as well as inculcating in themselves a sense of responsibility to one’s own duties. The major objective is to ensure that all employees in the organization understand good corporate governance and know how to put those principles into practice when appropriate.
Corporate Governance Policy and Code of Business Conduct
Anti-Corruption Policy
Policy on Hiring Public Officials
Risk Management Policy
The Company is committed to fostering risk management as an integral part of its corporate culture. This is achieved through the establishment of risk management policies, guidelines, and risk appetite, developed in accordance with the COSO ERM 2017 and ISO 31000 frameworks. These elements are integrated into the Company’s strategic formulation and business operations, which include: 1) Risk Identification, 2) Risk Assessment and Measurement, 3) Risk Control and 4) Risk Monitoring and Status Reporting. The purpose is to ensure sustainable business growth and long-term returns for stakeholders. The Company believes that efficient risk management is a critical factor for sustainable growth and the ability to maintain profitability. To achieve this, the Company has put in place oversight and monitoring processes based on the "Three Lines of Defense" risk management approach. Furthermore, the risk management system is continuously improved to ensure that various measures remain aligned and responsive to changing internal and external risk factors. Importantly, the Company has established an organizational structure to support risk management in accordance with policy frameworks under the supervision of various committees, as follows:
The Company’s Risk Management Structure
The Company’s Board of Directors has a role in policy determination and establishes guidelines for an efficient enterprise-wide risk management including risk management and business continuity management of Thanachart Group, ensuring that it is efficient and in line with the Company’s operations by taking into consideration the impact of risks on the Company’s operational goal and financial position.
Executive Committee has a role in considering and approving all activities to be in line with the Company’s Risk Management Policies, as well as, assessing the business continuity management of Thanachart Group to present to the Company’s Board of Directors for approval.
Risk Oversight Committee has a role in proposing the Company’s Risk Management Policy and the Group’s Risk Management Policy to the Company’s Board of Directors for approval. The Committee also establishes risk management strategic plans to be in line with the Risk Management Policy and revises the sufficiency of the Company’s Risk Management Policy including the efficiency of the system and practice of the specified policy. Furthermore, it has a role to control, monitor, and supervise the Company and the companies under the Group to comply with the Risk Management Policy as well as regularly report the result of the compliance to the Board of Directors including the adjustments to conform to specified policies and strategies.
Audit Committee has a role in determining the supervisory guidelines for the operation, ensuring that the Company and the Group are operating in compliance with measures of related authorities. The Committee also has a role in assessing the effectiveness and competency of the overall Group’s risk management process and sufficiency of overall internal control system.
Thanachart Group’s Sustainability Management Committee plays a key role in risk management, which covers oversight and the consideration of guidelines and risk management frameworks for Environmental, Social, and Governance (ESG) factors and economic considerations, as well as mitigation of global warming and the management of risks arising from climate change. Additionally, the Committee is responsible for establishing work plans and monitoring progress. In particular, the Committee coordinates with member companies under Thanachart Group’s umbrella, ensuring that sustainability management is implemented appropriately and remains aligned with each company's specific business operations. The Committee provides the Executive Committee and the Board of Directors with reports on the sustainability management performance of the Company and its subsidiaries.
The Company’s Risk Management Structure Chart
As at 31 December 2025
- The conduct of business affairs is under a system of check and balance with Middle Office comprising of the Risk Control Unit and Back Office, being separated from the Front Office.
- The Company puts in writing of all the established policies and guidelines regarding the risk management that specifies responsibilities of related unit as the operational guidelines for the employees. Moreover, the Company has established a four-step guideline for risk management. The guideline includes 1) the identification of the characteristics of risk as well as risk factors, 2) the development of appropriate tools and models for risk measurement, 3) the control of risks within acceptable limits, and 4) the close monitoring of risk status in order to properly manage any possible risks in a timely manner.
- The differences in size and risk ratios determined for each exposure measured by tools and models allowed the Company to be able to perceive the degree of severity from the possible risks. These risk variables could also be used as a ceiling or the acceptable risk level as well as to provide warning signals before severe losses occur.
- The risk management report is presented to the board of directors of each subsidiary company and the overview report is presented to the Company’s Board of Directors in a periodic and timely manner.
The aforementioned risk management systems are developed based on prudent principles and will be reviewed regularly to suit prevailing situations. The systems are designed to be transparent, explicit, and examinable, and to take into consideration the interests of shareholders, customers, and staff.
