The Company’s Board of Directors and Sub-committees Structure
The Company’s Board of Directors
The Company’s Board of Directors is composed of well qualified persons who have expertise, skill, and experience in main business operation including finance, accounting, management, and other professional areas which provides the Company with great benefits. There is no limitation to genders as clearly stated in the Good Corporate Governance Policies.
Tenure of Directorship
The tenure of directorship of the Board of Directors has been stated clearly by the Company’s Articles of Association and the Good Corporate Governance Policy. At each Annual General Meeting of Shareholders, one-third of the members of the Board of Directors must retire. If the number of Directors due to retire is not a multiple of three, the nearest number but not exceeding one-third should be applied.
The aforementioned retirement of Directors, the Directors who hold the longest time in office will be retired. Should there be the case when the number of Directors who holds the longest time in office is greater than the number of Directors that have to be retired, the draw will be applied. In the retirement of such case, a Director can be reappoint for the directorship position.
Independent Directors
The Company specifies definitions and qualifications of the Independent Director in accordance with the Capital Market Supervisory Board’s guidelines as follows:
- Holding shares not more than 0.5 percent of the total number of shares with voting rights of the company as well as holding no more than 1.0 percent of the total voting shares of the parent company, subsidiary, associate company, major shareholder, controlling person or party that may have a conflict of interest, including shares held by persons related to such Independent Director. (The Company specifies a more stringent qualification than that of the Capital Market Supervisory Board, which specifies at not more than one percent).
- Is not now and never has been an Executive Director, employee, staff, advisor who receives salary, or a controlling person of the Company, subsidiary company, associated company, major shareholder, or controlling person, unless the foregoing status has ended not less than two years prior to the appointment date. This restriction does not include cases in which the Independent Director used to be a government official or advisor of a government unit which is a major shareholder or controlling person of the Company.
- Not being a person related by blood or registration under laws such as father, mother, spouse, sibling, and child, including spouse of children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling person of the Company or its subsidiary company.
- Does not have and never had a business relationship with the Company, subsidiary company, associated company, major shareholders or controlling person that may have a conflict of interest that obstructs the independent opinion. As well, any Independent Director is not now and never has been a significant shareholder or controlling person of any person having a business relationship with the Company, subsidiary company, associated company, major shareholder, or controlling person, unless the foregoing relationship has ended not less than two years prior to the appointment date.
The business relationship shall include normal business transactions, rental or lease of real estate, transactions related to assets or services or granting or receipt of financial assistance through receiving or extending loan, guarantee, pledging assets as collateral, and any other similar actions, which result in the Company or the counterparty being subject to indebtedness payable to the other party in an amount starting from three percent of the net tangible assets of the Company or from 20 million baht or more, whichever amount is lower. In this connection, the calculation of such indebtedness shall be in accordance with the method for calculating the value of related party transactions under the Notification of the Capital Market Supervisory Board Re: Rules on Execution of Related Party Transactions, mutatis mutandis. In any case, the consideration of such indebtedness shall include the indebtedness incurred during the period of one year prior to the date of establishing the business relationship with the related person.
- Is not now and never has been an auditor of the Company, subsidiary company, associated company, major shareholder, or controlling person. Not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, subsidiary company, associated company, major shareholder, or controlling person, unless the foregoing relationship has ended not less than two years prior to the appointment date.
- Is not now and never has been a professional service provider, including a legal advisor or a financial advisor who receives service fees of more than two million baht per year from the Company, subsidiary company, associated company, major shareholder, or controlling person. Not being a significant shareholder, controlling person, or partner of the professional service provider, unless the foregoing relationship has ended not less than two years prior to the appointment date.
- Not being a Director appointed as a representative of any Director of the Company, any major shareholder, or a shareholder related to the major shareholders.
- Not operating any business that is of the same status and in competition with the Company or subsidiary company. Not being a significant partner of a partnership or an executive director, employee, staff, or advisor who receives a salary or holds more than one percent of total number of shares with voting rights of any other company which operates business in the same status and in competition with the Company or subsidiary company.
- Not having any business nor being an Executive Director nor having related benefit that may obstruct the independent opinion. As well, an Independent Director must not have any prohibited characteristic that undermines independence in carrying out the duties in the Company’s operations.
Every Independent Director is independent to express opinions without interest in benefit, in terms of assets or working position; from the pressure of any person or any group of people as well as from any circumstances that could affect their opinion expression.
The Board of Directors has established a policy of holding a meeting of only the Non-executive Directors (including Independent Directors) at least once a year. The objective is to provide the Non-executive Directors with an opportunity to discuss issues related to meetings and their independent performance of duties, without the participation of the Executive Directors. The issues discussed at the meeting are summarized and submitted to the Board of Directors for consideration as deemed appropriate.
Executive Director
Any Director who holds an executive position, or any Director who is in charge for any actions deemed to be taken by executive, and including any authorized Director with full signatory authority except for the case where it can be demonstrated that such authorized Director signs on transactions which have been approved by the Board of Directors and jointly with other Directors.
Duties, Responsibilities and Approval Authority of the Board of Directors
- The Board of Directors directs, oversees and monitors the Company’s business operations, ensuring that business affairs are conducted not only in line with the strategies, objectives, articles of association, and resolutions adopted at shareholders’ meetings, as well as the principles of good corporate governance, but also in an honest and trustworthy manner in the best interests of the Company. As well, the business affairs must be conducted in a rational manner, bearing in mind the events which take place and the Company’s various activities which are implemented.
- The Board of Directors approves or endorses the Company’s missions, strategies, targets, policies, business plans and budgets, in order to achieve sustainability.
- The Board of Directors approves the Good Corporate Governance Policies, ensuring that the implementation of corporate governance activities of the Company and Thanachart Group’s member companies is appropriate, in line with their respective corporate structure, nature of business and risks.
- The Board of Directors exercises control over Thanachart Group’s risk governance framework, audit processes, internal control systems, risk management systems as well as operational control and management, ensuring that they are not only put in place but also are appropriate and adequate, taking into account the business environments. As well, the Board of Directors makes arrangements for inculcating in the Company’s personnel with the risk intelligent culture.
- The Board of Directors oversees and monitors the management’s performance regularly, ensuring that the Company’s conduct of business affairs is in line with the policies, targets and business plans.
- The Board of Directors monitors the financial liquidity adequacy and the ability to repay debts.
- The Board of Directors determines and reviews the structure of the Board of Directors in terms of appropriate size, compositions, and proportion of Independent Directors, ensuring that the Board of Directors consists of Directors with a wide range of qualifications in terms of skills, experiences, abilities and special characteristics of certain areas as well as gender and age, which are necessary for achieving the organization’s main objectives and goals. In this connection, a board skills matrix has been prepared.
- The Board of Directors establishes a number of committees as deemed appropriate. The objective is for these committees to help study, screen and oversee various business activities.
- The Board of Directors establishes guidelines for considering and nominating an appropriate candidate as the Company’s Chairperson.
- The Board of Directors ensures not only that the processes related to the nomination and selection of Directors and persons with power in management are transparent and clear, so that the candidates have qualifications that are in line with the specified elements but also the Board of Directors’ composition and performance of duties are conducive to the exercise of discretion and independent judgment.
- The Board of Directors considers the remuneration structure and rates, ensuring that they are appropriate to the responsibilities and motivate the Board of Directors to lead the organization to achievement of short- and long-term goals, taking into account the current risks as well as those that may arise in the future.
- The Board of Directors oversee subsidiaries in order to protect the return of the Company’s investments.
- The Board of Directors monitors the management and development of human resources, ensuring not only that they are in line with the organization’s direction and strategies but also that employees at all levels have appropriate knowledge, ability, skills, experience and motivation. As well, the Board of Directors ensures that they are treated fairly so that the organization is able to retain talented employees.
- The Board of Directors ensures not only that each member of the Board has knowledge and understanding about their roles and responsibilities as well as the nature of business and the laws related to the business operations but also that each member is encouraged to regularly enhance their skills and knowledge for carrying out their duties. In this connection, the Board of Directors makes arrangements for its members to attend training activities and seminars, aiming at broadening their knowledge for the performance of their duties. The above information has already been disclosed in the Company’s Form 56-1 One Report.
- The Board of Directors ensures that its duties will be carried out orderly and that they have access to necessary information. As well, the Board of Directors is supported by the Company Secretary who has knowledge and experiences necessary and appropriate for supporting the Board of Directors’ performance of duties.
- The Board of Directors promotes innovations and responsible business operations and prepares sustainability reports as deemed appropriate.
- The Board of Directors dedicates time and capability to the performance of duties. It also assumes full responsibility. Also, it is independent and fair towards the organization and shareholders, as well as the Company’s executives and employees.
- The Board of Directors supports the participation of and communicates with shareholders.
It also ensures fair treatment of all groups of shareholders. In addition, it is responsible for the financial statements.
As well, it discloses accurate information in a transparent and timely manner.
Segregation of Duties
The Chairman of the Board of Directors shall not be the same person as the Chief Executive Officer so as to segregate the duties of developing policies from day-to-day business management.
Being Directors or Executives of Thanachart Group’s Member Companies
The Board of Directors has a duty to supervise the establishment of a framework and mechanisms for overseeing the policies and operations of subsidiaries and other businesses in which the Company has made significant investments. The purpose is to safeguard the interests of the Company’s investments. In this connection, the Board of Directors will consider the suitability of the persons to be appointed as directors or executives of TTB. As for other companies, regardless of whether they are subsidiaries or others which the Company participates in making decisions about their financial or operational policies but does not have control over such policies, the Board of Directors will assign the Executive Committee to consider appointing persons who will serve as directors, executives or controllers in such companies. However, in case small companies which are the Company’s operating arms, the Chief Executive Officer will be responsible for making such appointments.
The persons appointed as directors, executives, or controllers in subsidiaries must ensure that the operations of the subsidiaries are in line with the policies of the Company. They must also ensure that the subsidiaries have put in place appropriate internal control systems, which are sufficient for executing transactions in compliance with relevant laws and regulations. In addition, they must ensure that complete and sufficient reports on the operational status and key transactions are disclosed to the Company.
If there is a significant joint investment in other business, such as having a shareholding with voting rights of at least 20 percent but not exceeding 50 percent of the investment amount or if it is necessary to make an additional investment which is significant to the Company, in case it is deemed necessary, the Company’s Board of Directors will arrange for the preparation of a shareholders’ agreement or other agreement. The objective is to make clear the power to manage and participate in making decisions on important matters and in monitoring operations. The information can be used for preparing the Company’s financial statements in accordance with the established standards and time frame.
Assumption of Directorship in Other Companies by Directors and Senior Executives
The Company has adopted the good corporate governance policy with details as follows:
- The Company prohibited the Directors to hold the director position in more than five companies listed domestically or abroad. Importantly, holding positions in all other companies must not go against requirements or regulations of any other regulating agencies concerned. As well, the Company must be notified within seven days after the date of appointment or the date of commencement as a director.
- High-level executives of the Company must get prior approval from the Executive Committee before becoming directors in other companies, except those of an immediate family member, in which the executives do not have to spend too much time. In case of the Chief Executive Officer, the incumbent must get prior approval from the Board of Directors before becoming a director in other companies, except those of an immediate family member, in which the incumbent does not have to spend too much time.
Importantly, holding positions in all other companies must not go against requirements or regulations of any other regulating agencies concerned. As well, the Company must be notified within seven days after the date of appointment or the date of commencement as a director.
Sub-committees
The Board of Directors of the Company has appointed the sub-committees to be responsible for performing necessary duties. The roles and responsibilities of each sub-committee are as follows:
Business operations
- The Executive Committee is responsible for implementing the policies, targets, budgets, and plans which are established by the Board of Directors, subject to the laws, regulations, and notifications of the regulators concerned.
- The Executive Committee is responsible for managing risks.
- The Executive Committee is responsible for managing liquidity and interest rates.
- The Executive Committee is responsible for managing investments in various financial instruments within the risk limits.
- The Executive Committee is responsible for managing transactions of the Company such as deposits, loans, investments, foreclosed assets, etc.
- The Executive Committee is responsible for managing internal organization such as management of organization structure, human resource management, administrative management, etc.
- The Executive Committee may assign its duties or sub-delegate any of the powers and authority of the Committee in management to other parties.
- The Executive Committee is responsible for screening matters before forwarding them to the Board of Directors for consideration.
Sustainability management
- The Executive Committee is responsible for implementing various activities specified in the Good Corporate Governance Policies.
- Consider and establish guidelines for the operations of the Company and member companies of the Group in line with the good corporate governance policy, the sustainability management policy, the human right policy, and other related policies.
- Propose guidelines on the sustainability management of the Company to the Board of Directors for consideration.
- Consider, review, and recommend any changes to the Charter of the Executive Committee which is responsible for sustainability management. And submit the recommendations to the Board of Directors for approval and appropriate improvements.
- Develop an action plan for implementing the Company’s sustainable management practices.
- Consider the appointment of a task force responsible for properly managing various issues related to sustainability management, which may arise in the future.
- Submit progress reports on the sustainability management activities implemented by the Company and member companies of the Group to the Board of Directors.
- Perform any tasks as assigned by the Board of Directors.
Executive Committee
The Board of Directors approved the establishment of an executive committee and at its Meeting No. 2/2023 held on 20 February 2023, the Board of Directors passed a resolution expanding the Executive Committee’s roles and responsibilities to include sustainability management. Currently, the Executive Committee consists of 3 members whose names are as follows:
- Mr. Suphadej Poonpipat
Chairman of the Executive Committee - Ms. Suvarnapha Suvarnaprathip
Vice Chairperson of the Executive Committee - Mr. Somjate Moosirilert
Member of the Executive Committee - Mr. Panupan Tuangthong
Secretary of the Executive Committee
Financial report
- To review and disclose the Company’s financial statements, as well as assess the appropriate use of key accounting policies.
- To review the consistency of financial statements key issues, complication or any abnormality and use good judgment in assessing them.
Internal control
- To ensure not only that the Company has put in place appropriate internal control systems, secure information technology systems, and sufficient anti-corruption measures but also that the Company has guidelines for communicating the above-mentioned matters to all personnel throughout the organization in an efficient manner.
- To ensure that the management makes use of the recommendations about internal control, which are given by internal auditors and certified public accountants, for making appropriate improvements within the specified time period.
- To ensure the adequacy and effectiveness of the Company’s risk management systems.
Internal audit
- To review and approve of Internal Audit Charter, annual plan, and appropriate use of personnel and other resources.
- To review audit results and recommendations made by the internal auditors and follow up on the correcting measures to such recommendations.
- To ensure that the internal audit complies with all internal audit standards.
- To consider the independence of the Internal Audit Department.
Supervision and Oversight of Subsidiaries
- Supervise the operations of the subsidiaries, ensuring that they comply with Thanachart Group’s policies. In this connection, the Company’s Audit Department will prepare a summary report on the oversight of the subsidiaries and submit it to the Audit Committee of the Company playing the role of a parent company, for information.
- In case of significant issues including, among others, the activities which are not in line with the law, frauds, corruption, matters which have serious impacts on the Company’s financial statements, position or image, a detailed report has to be submitted soonest.
Compliance to regulations
- To review corporate governance activities of the Compliance Unit in relation to the monitoring of the Company’s business operations, ensuring that the Company conducts its business affairs in line with the laws, regulations of the state agencies concerned, Handbook of the Code of Ethics, key policies as well as the related rules and regulations.
- To evaluate changing laws and related regulations which impact the Company’s business operations. To ensure that the Company is able to comply with the regulations in a timely and appropriate manner.
- To review the findings and recommendations of the Compliance Unit and monitor the progress achieved in relation to the implementation of the recommendations.
External auditors
- To take into consideration the qualifications, independence, performance and fees of the external auditor. To also make recommendations to the Board of Directors in relation to selection and nomination of the external auditor and the audit fees.
- To have a meeting with external auditors without the management participation at least once a year.
Related party transactions or transactions that may lead to a conflict of interest
- To evaluate related party transactions or transactions that may lead to a conflict of interest in accordance with laws and regulations, ensuring that all business operation is in congruent and for the maximum benefit of the Company.
- To consider the disclosure of information in relation to transactions within the Group and among related parties, related transactions or transactions which may give rise to a conflict of interest. To also ensure that the disclosed information is accurate and complete in line with the requirements of the state agencies concerned.
Report of the Audit Committee
- The Committee gives opinions on the development and improvement of policies and practices related to the Company’s good corporate governance. The Committee also reviews various practice guidelines, ensuring that they are appropriate. These guidelines include, among others, policies and practice guidelines on personal information protection, practice rules applicable to the use of insider information and securities trading, the Handbook of the Code of Ethics for personnel in the organization, and work manual for whistleblowing and reporting complaints.
- Monitoring behavior of employees in compliance with ethical principles and employee code of conduct.
- The Committee oversees the Company’s operations, ensuring that they comply with the good corporate governance principles of regulators or other regulatory agencies concerned. The Committee also submits reports of progress on performance to the Board of Directors. These include, among others, opinions about processes related to preparation and disclosure of reliable, accurate and complete information in the Company’s financial reports, opinions about adequacy of the Company’s internal control systems, and opinions about cooperation received from the Company’s executives and staff members as well as obstacles encountered in the course of performing its duties. In addition, the Committee gives reports on matters which shareholders or investors in general should know about, within the scope of the duties and responsibilities assigned by the Company’s Board of Directors.
Other responsibilities
- The Audit Committee is responsible for reporting to the Company’s Board of Directors in order to make improvement as deemed appropriate. The Audit Committee is also responsible to report the findings or suspicions of any transactions that can significantly impact the financial position and business operation of the Company, which include the following:
- Transactions that may lead to a conflict of interest.
- Fraud, corruption or abnormality in the internal control system.
- Violation of the concerned state agencies’ regulations or the related laws.
- If the Company’s Board of Directors or the executives failed to implement corrective measures on a timely manner, the Audit Committee shall report in the Annual Report.
- Evaluating the suitability of the Charter of the Audit Committee at least once a year and presenting to the Company’s Board of Directors if there is a proposed change for an approval.
- Evaluating the performance of individual member of the Audit Committee and the Audit Committee as a whole and presenting the results to the Company’s Board of Directors annually.
- Carrying out any other responsibilities proposed by the Audit Committee and approved by the Company’s Board of Directors.
Audit Committee
The Company’s Board of Directors approved the establishment of the Audit Committee. The Audit Committee consists of three Independent Directors with special knowledge, understanding, and experience in accounting and/or finance. The Audit Committee plays a very important role of assisting the Board of Directors in ensuring not only that the Company’s operations have an effective internal control system which is transparent and in compliance with the regulations of the authorities concerned and the various regulations of the Company, but also that the reporting systems and the financial statements are reliable and maximum benefits of all parties including shareholders. The members of the Audit Committee are as follows:
- Mrs. Siripen Sitasuwan
Chairperson of the Audit Committee - Mr. Tiraphot Vajrabhaya
Member of the Audit Committee - Mrs. Salinee Wangtal
Member of the Audit Committee - Mr. Wichai Sathiarujikanon
Secretary of the Audit Committee
Director and High-level Executives, being looked after by the Nomination, Remuneration, and Corporate Governance Committee, means:
- A Director,
- A Managing Director
- High-level Executives
- A persons who is a committee member whose duties and responsibilities are assigned directly by the Company’s Board of Directors.
- An advisors of the Company
- A directors or an executive who is appointed by the Company to hold a position in subsidiary companies or businesses in which the Company invests as specified by the Good Corporate Governance Policies.
Nomination of Directors and High-level Executives
- Consider policies and guidelines related to nomination of Directors and high-level executives and member companies of Thanachart Group and propose them to the Board of Directors for consideration.
- Take into consideration the qualifications of Directors and high-level executives as well as the qualifications of Independent Directors, the information of which shall be submitted to the Company’s Board of Directors for consideration.
- Take into consideration the nomination of persons with appropriate qualifications and also check the qualifications against the requirements imposed by the regulating agencies concerned and the notifications issued by the Company. As well, propose names of appropriate candidates to the Board of Directors or the meeting of shareholders, as the case may be, for appointment as Directors and high-level executives.
- Ensure that the Company has the structure, composition, qualifications and size of the Board of Directors which are not only in line with the requirements specified by the Board but also with the changing environments.
- Make succession plans for the positions of the Chief Executive Officer and high-level executives.
- Annually review the policies and requirements related to the nomination and qualifications of Directors and high-level executives.
- Make plans for training and developing Directors on a continuous basis.
Determination of Remuneration of Directors and High-level Executives
- Take into consideration the policies and guidelines in relation to remuneration and other benefits of Directors and high-level executives of the Company and Thanachart Group’s member companies, ensuring that the remuneration reflects the objectives, duties, responsibilities and related risks. The information shall be submitted to the Board of Directors for consideration.
- Take into consideration appropriate formats and guidelines for the remuneration, ensuring that it is fair when compared with the duties and responsibilities of the Directors and high-level executives.
- Take into consideration the annual performance allowance of the Directors and high-level executives in management and propose them to the Board of Directors for consideration.
- Establish guidelines for appraising the performance of the Directors and high-level executives, taking into account the duties, responsibilities and related risks as well as the importance of adding value to shareholders’ equity in the long term.
- Annually review the formats and guidelines for remuneration and other benefits of the Directors and high-level executives.
Good Corporate Governance
- Review and propose amendments to the Corporate Governance Policy, the Code of Ethics, regulations and practice guidelines of Thanachart Group.
- Monitor the implementation of the Corporate Governance Policy, the Code of Ethics, corporate governance practice guidelines of Thanachart Group.
- Propose desirable practices or regulations for the Board of Directors and the sub-committee.
- Consider results of the evaluation of the Company’s corporate governance practices, which is carried out by an outside organization and propose recommendations to the Board of Directors.
- Foster the spread of a good corporate governance culture and participate in the Company’s sustainability development.
- Monitor the adequacy of the Company’s disclosure of information related to corporate governance and sustainability development.
Other Matters
- Propose a budget to the Board of Directors in relation to the employment of advisors as deemed necessary. The objective is to enable the Company to get advice from external advisors on matters which could make the performance of duties more efficient.
- Occasionally invite the Company’s Directors or executives to participate in the meetings to discuss matters which involve them.
- Closely work and discuss with the Risk Oversight Committee, ensuring that the remuneration policies reflect the Company’s main risks.
- The performance of the Nomination, Remuneration, and Corporate Governance Committee should be appraised. The objective is to review and improve the Committee’s performance of duties so that they will be able to perform their duties in an efficient manner and in line with the changing environment.
- Disclose the key principles related to the nomination, remuneration in various formats, and guidelines for remuneration. As well, give details about the factors which are taken into consideration for assessing the overall performance, targets and implementation, and opinions of the Nomination, Remuneration, and Corporate Governance Committee, as well as methods and tools used for paying the remuneration which reflects the risks (if applicable) and the good corporate governance. Also prepare a report on nomination, remuneration, and corporate governance, which will be included in the Form 56-1 One Report.
- Report its performance to the Board of Directors.
- Perform any other duties in line with the legal requirements and/or the notifications issued by the regulating agencies concerned as well as the assignments given by the Board of Directors.
Nomination, Remuneration, and Corporate Governance Committee
The Board of Directors approved the establishment of the Nomination Committee and the Remuneration Committee in 2002. Later the two Committees were merged into the Nomination and Remuneration Committee on 28 April 2014. Then, at the Meeting of the Board of Directors No. 8/2017 held on 21 August 2017, the Board adopted a resolution assigning the Committee to take on additional responsibilities related to corporate governance and revising the scope of duties of the Nomination and Remuneration Committee. In this connection, the name of the Committee was changed to the “Nomination, Remuneration, and Corporate Governance Committee”, in order to make it flexible, conforming and appropriate to the roles, duties, and responsibilities. Currently, the Committee consists of three members including 2 Independent Directors and 1 Non-executive Director, with details as follows:
- Mr. Tiraphot Vajrabhaya
Chairman of the Nomination, Remuneration, and Corporate Governance Committee - Mrs. Siripen Sitasuwan
Member of the Nomination, Remuneration, and Corporate Governance Committee - Mr. Vichit Yanamorn
Member of the Nomination, Remuneration, and Corporate Governance Committee - Mr. Panupan Tuangthong
Secretary of the Nomination, Remuneration, and Corporate Governance Committee
- To propose Risk Management Policies of the Company and Thanachart Group. To assess and approve of the standards in regards to monitoring and auditing to ensure that the Risk Management Policies are strictly adhered to.
- To formulate risk management strategies in accordance with the Company’s Risk Management Policy, ensuring that the Committee can assess, monitor and maintain the Company’s risks at appropriate levels. Also to oversee the Company’s strategies related to the capital and liquidity management in order to accommodate the Company’s various risks, ensuring that the risks are in line with the acceptable risk levels which have been approved.
- To consider and review the adequacy of the risk policy and the overall effectiveness of the overall risk management strategies as well as the acceptable risk levels at least once a year or when a significant change takes place. The Risk Oversight Committee should discuss and exchange opinions with the Audit Committee. The objective is to assess the Company’s risk management policy and strategies, ensuring that they cover all types of risk as well as the new ones and also that the policy and strategies are being implemented efficiently and effectively.
- To set the Company’s risk management measures to protect against any liability or damage that may happen and to solve problems that may arise.
- To assess internal and external factors that could significantly impact the financial position and to incorporate them into the Company’s Risk Management Policies.
- To control, monitor, check, and enforce the companies in Thanachart Group to comply with the set Risk Management Policies.
- To ensure that high-level executives adhere to the risk management policy and strategies as well as the acceptable risk levels.
- To report to the Board of Directors on not only the risk status, the efficiency of risk management as well as significant factors and problems but also the things that need to be addressed and improved to ensure compliance with the Company’s Risk Management Policy and strategies.
Risk Oversight Committee
The Board of Directors approved the establishment of the Risk Management Committee on 23 September 2013 and changed its name to "the Risk Oversight Committee" in 2019. Currently, there are 5 members of the Risk Oversight Committee. They consist of Executive Directors, Non-executive Directors and an executive responsible for risk management. Their names are as follows:
- Dr. Thanachart Numnonda
Chairman of the Risk Oversight Committee - Mr. Vichit Yanamorn
Member of the Risk Oversight Committee - Mrs. Salinee Wangtal
Member of the Risk Oversight Committee - Mr. Somjate Moosirilert
Member of the Risk Oversight Committee - Mr. Kamtorn Tantisirivat
Member and Secretary of the Risk Oversight Committee
Development of Directors and Executives
It is the Company’s policy to encourage and make arrangements for the Directors, executives, company secretary, and personnel supporting the work of the corporate secretary as well as the staff concerned with the Company’s corporate governance, to participate in various training courses and seminars. The objective is to enhance their knowledge in various areas relating to their roles and responsibilities in line with the good principles of corporate governance. As a result, the Members of the Board of Directors, members of committees, and executives will be able to carry out their duties more efficiently. In this connection, the company secretary is responsible for checking available training courses and seminars, and regularly providing the Directors and executives in advance with information on the training courses and seminars organized by the IOD, the SET, the SEC, as well as other leading training institutions. Furthermore, Thanachart Group organizes training courses and seminars, providing knowledge in various areas related to Thanachart Group’s business as well as knowledge in effective business development and business conduct to Directors and executive on a continuous basis.
The directors received training on courses relevant to their roles and responsibilities. In 2023, the Company conducted internal training for the Board of Directors titled "Roles of Executives and Employees in Anti-Corruption in 2023”. Four board members participated in this course. Furthermore, another course titled “How will AI and ChatGPT technologies impact business operations?” was organized, with seven board members attending.
In this connection, the training records of the courses attended in relation to the roles, responsibilities and skills of Directors and executives are disclosed in this 56-1 One Report.
Performance Appraisal of the Board of Directors and High-Level Executives
The Company makes an arrangement for performance appraisal of the Board of Directors and the sub-committee on an annual basis. The objective is to help the Board of Directors and Standing Committees consider and review their performance, various issues and obstacles in the past year. Another objective is to assess whether the performance of the duties of the Board of Directors and the sub-committees is appropriate in line with the scope of their duties and responsibilities. The assessment results will be used for improvements aimed at enhancing the efficiency of the Board of Directors and the sub-committee. The related details are as follows:
Performance Appraisal of the Board of Directors
- Appraisal Guidelines
The Nomination, Remuneration, and Corporate Governance Committee will determine the performance appraisal forms for the Board of Directors, both as a group and as an individual. Based on the self-appraisal sample forms provided by the SET or those disseminated by other regulators, the Committee will prepare the appraisal forms by making improvements to the sample forms, ensuring that the final ones are appropriate and in line with the nature of each committee in all aspects.
In appraising the performance of the whole Board of Director, the appraisal covers six key areas including: 1) structure and qualifications of the Board of Directors, 2) roles, duties, and responsibilities of the Board of Directors, 3) the meetings of the Board of Directors, 4) the Board of Directors’ performance of duties, 5) the Board of Directors’ relationship with management, and 6) Self-development of the Board of Directors as well as development of executives. In appraising the performance of each Director, the appraisal covers three key areas including: 1) the structure and qualifications of the Board of Directors, 2) meetings of the Board of Directors, and 3) roles, duties and responsibilities of the Board of Directors. The related assessment scores range from 0 (strongly disagree or never conducted) to 4 (strongly agree of excellently conducted).
- Appraisal Processes
The Nomination, Remuneration, and Corporate Governance Committee will consider and review the performance appraisal forms of the Board of Directors, both as a group and as an individual prior to submission of the forms to the Board of Directors for consideration and review on an annual basis. The company secretary will then upload the performance appraisal forms into Diligent Boards system in December and January every year. The company secretary will be responsible for collecting and summarizing the appraisal results, which will be submitted to the Nomination, Remuneration, and Corporate Governance Committee and the Board of Directors for acknowledgement and consideration. The Board of Directors will evaluate the performance results, as well as various recommendations and observations, ensuring that they will be implemented appropriately, also in line with the business environment and the business operations.
- Appraisal Result Summary
The details related to the appraisal of the Board of Directors’ performance in 2023 were as follows
- The average performance appraisal score of the Board of Directors as a whole was 3.94 or 98.45 percent.
- The average performance appraisal score of the Board of Directors on an individual basis was 3.82 or 95.52 percent.
Appraisal of Sub-committees’ Performance
In 2023, the Company made arrangements for the performance appraisal of the sub-committee including the Audit Committee, the Nomination, Remuneration, and Corporate Governance Committee, the Executive Committee, and the Risk Oversight Committee. In this connection, the related performance appraisal form will be reviewed by each Standing Committee annually and presented to the Nomination, Remuneration, and Corporate Governance Committee for consideration and acknowledgement in line with not only the Committee’s roles and responsibilities but also the principle of governance. Members of each Standing Committee will conduct the performance appraisal in Diligent Board system, taking into consideration the overall performance of their respective Committee’s duties. The secretary of each Standing Committee will collect the appraisal results and present them to the respective Standing Committee for consideration. On the other hand, the company secretary will collect and summarize all the performance appraisal results of all Standing Committees and present them to the Board of Directors. The objectives are to consider the appraisal the results and to implement the recommendations for further development.
Performance Appraisal of Chief Executive Officer and High-level Executives
Performance appraisal methods are specified to cover and conform to the business direction of Thanachart Group as follows:
- As regards the appraisal of the performance of the Chief Executive Officer, คthe Nomination, Remuneration, and Corporate Governance Committee is responsible for developing methods and topics for the appraisal on an annual basis. With respect to the performance appraisal for 2023, the Committee covered the topics as follows: (1) Appraisal of financial performance; (2) Appraisal of strategy formulation, planning and implementation Furthermore, another topic was added titled “Appraisal of establishment and planning for implementation of practices aligned with the Economic, Social and Government (ESG) framework.; (3) Appraisal of leadership; and (4) Appraisal of management. In this connection, non-executive directors (including independent directors) were requested to carry out the performance appraisal. As for 2024, there would be an additional topic, namely Appraisal of sustainability management.
- As regards the appraisal of the performance of executive vice presidents and those with higher levels (excluding Chief Executive Officer), the Chief Executive Officer is responsible for their performance appraisal.
In this connection, the reports on the results related to performance appraisal of the Chief Executive Officer and executives at the level of executive vice president and above will be presented to the Nomination, Remuneration, and Corporate Governance Committee as well as the Board of Directors for consideration.
Succession Plan
The Company pays great attention to the organization’s human resources or personnel because they are an important factor behind its success in achieving the established goals now and in the future. The succession plan ensures that the Company is prepared for coping with rapid changes. As a result, the Company continuously places emphasis on promoting and supporting the nomination of personnel with knowledge and abilities as well as human development.
The Board of Directors has assigned the Nomination, Remuneration, and Corporate Governance Committee to make and ensure the preparation of the succession plan. The objective is to prepare persons for moving up into various managerial or key positions. In this connection, the Company will assess the situations periodically and make plans in advance. Personnel in the organization will be nominated and developed on a continuous basis so that they become readily prepared for filling vacancies.
Succession Plan Objectives
- The succession plan enables the Company to adopt a more proactive approach in relation to the nomination and selection of its personnel. It could make a plan to identify in advance personnel who can replace the ones who are promoted, retired or deceased. The objective is to ensure business continuity.
- The succession plan enables the Company to readily assess the preparedness of its workforce with qualifications and potential suitable for managerial or key positions.
- In accommodating future business expansion, the Company can prepare in advance an appropriate size of its workforce to fill managerial or key positions.
- The succession plan serves as motivators for employees. In particular, the policy of supporting internal employee promotion helps boost employee morale.
Implementation Processes
The Company has adopted the following implementation procedures and processes in relation to the succession plan.
- Identify critical positions of the organization.
The Company considers and specifies top management positions as well as positions which are important to the organization, taking into account a number of specific factors. The objective is to identify key positions to be included in the succession plan.
- Specify knowledge, ability and experience for each position.
- Nominate appropriate successor candidates.
The Company will carry out assessments of executives’ qualifications and potential, making use of a number of specific tools. In making the assessments, the Company takes into consideration three factors including 1) ability, 2) aspirations, and 3) commitment to the organization (engagement).
- In relation to the successor development plan, the Human Resource Management Committee will consider the list of successors of all the key positions in the organization. In this connection, the Committee will consider breaking down the preparedness levels of the successors in terms of both development time period and levels of knowledge and abilities. The objective is for the Committee to manage and make plans for developing potential of the successors, which are deemed appropriate for each person. As well, emphasis will be placed on development of management skills through participation in important committee meetings in the organization.
Furthermore, training and development initiatives were provided to managers and employees who played key roles in their respective work areas, through the “Leadership Development Program”. Additionally, there was a rotation of duties and responsibilities aimed at enhancing knowledge, skills, and work experience. In 2024, the Company will undergo organizational restructuring and appoint successors according to the succession plan to fill vacant management positions.
In this connection, it is required that the reports on the succession plan, the list of executives identified as successors as well as the results in line with the development plan for each person in the successor group be presented to the Nomination, Remuneration, and Corporate Governance Committee for consideration. In addition, the succession plan will be considered and reviewed regularly.
The Orientation for Newly Appointed Directors and Executives
When the composition of the Directors has been changed or there is a newly appointed executive, the Corporate Secretary Office is responsible for preparing necessary documents for a new Director, which include:
- Organizational chart, structure of the Board of Directors and structure of various committees, together with clear information about their duties and responsibilities.
- Information about Thanachart Group, with details related to each company’s shareholding structure and nature of business, as well as supervision of subsidiaries.
- Meetings of the Board of Directors, with information about ordinary agenda items and quarterly special agenda items, and also documents and reports about performance, as well as the annual schedule of the Board of Directors’ meetings.
- Methods for using the Company’s meeting systems together with the information which Directors should know. Emphasis is placed on the meeting systems such as the handbook for Directors which consists of the prohibited characteristics specified in the related laws, as well as Thanachart Group’s main policies such as the Good Corporate Governance Policies, the Handbook of the Code of Ethics, the Anti-corruption Policy, the Risk Management Policy, and the Outsourcing Policy, among others. Other important documents include the related Acts and notifications as well as legal requirements and matters which one must be careful about.
Appointment of the External Auditors and Considering the Auditor Fees
The Audit Committee is responsible for considering the appointment of the Company’s external auditor and the audit fees to get an approval from the Board of Directors before proposing to the Annual General Meeting of Shareholders for final approval. The Audit Committee is also responsible for informing the Company’s Board of Directors in case of there is a consideration to dismissal of employment of the external auditor.
On 7 April 2023, the shareholders considered and approved of the auditors of EY Office Limited as the Company’s external auditor which included the following:
- Ms. Somjai Khunapasut
Certified Auditor No. 4499, and/or - Ms. Rattana Jala
Certified Auditor No. 3734, and/or - Ms. Narissa Chaisuwan
Certified Auditor No. 4812
Those three auditors have been approved to be the Company’s auditors by the SEC and meet the qualification requirements. In this connection, Ms. Somjai Khunapasut (Certified Public Accountant No. 4499) serves as the Company’s auditor.
During 2023, the remuneration paid to the auditor of EY Office Limited which was the audit firm of the Company and its subsidiaries was as follow:
Audit Fees
- Audit fees of the Company equaled 1,000,000 baht.
- The audit fees of the 20 subsidiary companies equaled 9,210,000 baht.
Non-audit Fees
The fees of other services charged to Thanachart Group’s member companies in 2023 amounted to 1,100,000 baht. These fees consisted of the following:
- Fees worth 500,000 baht for the review and audit of the capital adequacy report in accordance with the risk level required by the OIC of TNI.
- Fees worth 600,000 baht for the review and audit of the capital adequacy report in accordance with the risk level required by the OIC of T LIFE.