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Roles, Duties and Responsibilities

   
Responsibilities of the 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.

In 2018, the Board of Directors comprised of nine Directors. Six of them were Non-executive Directors while three were Executive Directors. In this connection, three of those Non-executive Directors were qualified for being Independent Directors. All Directors brought in a wide array of knowledge and capability which was useful to the Company’s businesses allowing the Board to perform its roles effectively. The composition of the Company’s Board of Directors is set in policies stipulating the diversity of experiences and the tenure of the directorship which is disclosed in the Annual Report and the Company’s website.

The Company’s Board of Directors structure is complied with the Notification of the Capital Market Supervisory Board No. TorChor. 39/2016, Re: Application for and Approval of Offer for Sale of Newly Issued Shares dated 30 September 2016, the BOT’s Notification No. SorNorSor. 10/2018 Re: Corporate Governance of Financial Institutions dated 22 May 2018, and the BOT’s Notification No. SorNorSor. 12/2018, Re: Regulations on Risk Supervision of Financial Business Groups dated 22 May 2018.

  • 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 in year 1 and year 2 is decided by a draw. In the subsequent years, 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 total number of shares with voting rights of the Company, subsidiary company, associated company, major shareholder, or controlling person, 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.
    • 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. Nor 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 Company’s Board of Directors arranges a meeting particularly for only Non-executive Directors (including Independent Directors) at least once a year as an opportunity for Non-executive Directors to express and discuss freely any issues in regards meeting issues, without presence or participation of Executive Directors. In 2018, a meeting of Non-executive Directors was held on 26 November 2018. The participants followed up the progress achieved in relation to the matters discussed at the previous meeting. They paid attention to the strategy which linked the various businesses operated by member companies of Thanachart Group, knowing key executives of member companies of Thanachart Group, and risk management. A report summarizing the matters discussed at the meeting was sent to the Board of Directors for taking actions as deemed appropriate.

  • Directors Involved in Management or Executive Directors
    • Directors involved in management of the Company means any Director who holds an executive position, or any Director who is in charge of any actions deemed to be taken by executive, and including any authorized Director with full signatory authority except 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 (In compliance with the Capital Market Supervisory Board No. ThorChor 39/2016 Re: Application for and Approval of Offer for Sale of Newly Issued Shares, dated 30 September 2016).
    • Executive Directors means
      1. Director with a responsibility in the position of manager, deputy manager, assistant manager, or equivalence.
      2. Director with a responsibility in the operation or involved in business management as executive, including a person in the Executive Committee.
      3. Director with full signatory authority, except for the case when can be demonstrated that it is the authorized signatories according to the list that the Board of Directors has already approved and it is the joint authorized signatories with other Directors.

      (In compliance with the BOT’s Notification No. SorNorSor 10/2018, Re: Governance of Financial Institutions, dated 22 May 2018).

  • Roles, Duties, and Responsibilities of the Company’s 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 Financial Conglomerate’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 Financial Conglomerate’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 oversees 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 shall be disclosed in the Annual 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. Also prepare 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 takes into consideration and appoints persons to serve as directors or president and chief executive officer of TBANK. As for other subsidiaries whose shares are held directly by the Company, the Board of Directors assigns the Executive Committee to appoint persons to serve as directors, executives, or ones with power and authority in such companies. However, in the case of small companies which are the Company’s operating arms, the Company’s Chief Executive Officer is responsible for making such appointments.

  • Assumption of Directorship in Other Companies by Directors and Senior Executives

    Since the Company is the holding company of a financial business group, it is under the BOT’s Notification No. SorNorSor 10/2018, Re: Governance of Financial Institutions on 22 May 2018. In compliance with the Notification, Directors, Senior Executives, and the Company’s advisor can assume the position of Chairman, Executive Director or Director with full signatory authorities in no more than three business groups. Moreover, the Company has set the following requirements the Good Corporate Governance Policies.

    • The Company prohibited the Directors to hold the director position in more than five companies in listed domestically or abroad.
    • High-ranking 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 CEO, 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:

Executive Committee

The Company’s Board of Directors has appointed the Executive Committee, which consisted of three Directors as of 31 December 2018 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
Roles, Duties, and Responsibilities of the Executive Committee
  • 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, and administrative management.
  • 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.
  • The Executive Committee is responsible for implementing various activities specified in the Good Corporate Governance Policies and in line with the assignments given by the 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. To strengthen the Company’s internal control, credibility, and maximum benefits of all parties including shareholders, the Audit Committee is an important tool for the Board of Directors to ensure good corporate governance, transparency, and compliance to the regulation and the Company’s Code of Conduct. 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
  • Mr. Prinya Hom-anek
    Member of the Audit Committee
    Mrs. Sirinthorn Phayaphrom
    Secretary of the Audit Committee
Roles, Duties, and Responsibilities of the Audit 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 and risk management
    • To ensure not only that the Company has put in place appropriate internal control systems, secure information technology systems, adequate risk management 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 ensure that the Audit Department complies with the internal audit standards.
  • Supervision of subsidiary companies and subsidiaries of subsidiary companies
    • To supervise work operation of the subsidiary companies and their subsidiaries to adhere to the policies of Thanachart Group. The audit committees of subsidiary companies and their subsidiaries assigned internal audit of TBANK to evaluate and summarize the business operation overview of the subsidiary companies and their subsidiaries. The evaluation results must be informed to the Audit Committee of the Company as it is the parent company.
    • In case of important issues, such as violation to law, fraud, corruption, and issues which significantly impact the financial position and reputation of the Company, it is required to report in full details.
  • Compliance to regulations
    • To review corporate governance activities of the Corporate Governance and 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, 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 review the findings and recommendations of the Corporate Governance and 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 to ensure all business operation is in congruent and for the maximum benefit of the Company.
    • To consider the disclosure of information in relation to the transactions with member companies of Thanachart Group and the related parties, ensuring that the disclosed information is accurate, complete and in line with the requirements imposed by the state agencies concerned.
    • To consider the disclosure of information in relation to related-party transactions or those which may give rise to a conflict of interest, ensuring that the transactions comply with the laws and the requirements imposed by the state agencies concerned.
  • Report of the Audit Committee

    The Audit Committee shall be responsible for preparing a corporate governance report to be disclosed in the Company’s Annual Report. The report shall be signed by the chairperson of the Audit Committee and the report should include the following information:

    1. Opinions about improvements of various policies and practice guidelines in relation to the Company’s good corporate governance as well as review of various practice guidelines, ensuring that they are appropriate. Among others, these include the following:
      • Policies and practice guidelines related to protection of personal information.
      • Regulations governing the use of insider information and insider trading.
      • Handbook of the Code of Conduct for the organization’s personnel.
      • Work manual in relation to whistleblowing or filing of complaints.
    2. Monitoring of the personnel’s compliance with the Code of Ethics and the Code of Conduct.
    3. Oversight of the Company’s conduct of business affairs, ensuring that the Company adhered to the principles of good corporate governance issued by regulators or the state agencies concerned. Submission of reports on the progress achieved, to the Board of Directors,
      • Opinion on the sufficiency in the Company’s internal control system.
      • Opinion on cooperation from executives and staff of the Company, as well as any obstacles in work process.
      • Report on any other matters deem appropriate to the shareholders and general investors within the scope of duties and responsibilities as 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:

      1. Transactions that may lead to a conflict of interest.
      2. Fraud, corruption or abnormality in the internal control system.
      3. Violation to financial institution laws, regulations, and any other relating laws which 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 and to the BOT.
    • 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 Board of Directors annually.
    • Carrying out any other responsibilities proposed by the Audit Committee and approved by the Company’s 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. And 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 as well as the requirements imposed by the BOT and other authorities concerned. Currently, the Committee is comprised of three members including two Independent Directors and one 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
Roles, Authority, Duties and Responsibilities
  • Scope of Directors and persons with power in management who are looked after by the Nomination, Remuneration and Corporate Governance Committee includes the following:
    • Directors.
    • Persons with power in management in line with the guidelines issued by the Bank of Thailand include a manager, deputy manager, assistant manager or any person with equivalent position by any other name, and person who has the de facto power to exercise control over or dominate manager, director, or management of the company to comply with his/her order in formulating the company’s policies or conducting the company’s business affairs, as well as a person with whom the company signs an agreement providing them with power to manage some or all areas of business operations.
    • Persons who are committee members whose duties and responsibilities are assigned directly by the Company’s Board of Directors.
    • Advisors of the Company whose appointments are subject to the Bank of Thailand’s approval.
    • Directors of the Company’s subsidiary, who are appointed in line with the Good Corporate Governance Policies.
  • Nomination of Directors and Persons with Power in Management
    • Consider policies and guidelines related to nomination of Directors and persons with power and authority to manage the Company and member companies of Thanachart Group and propose them to the Board of Directors for consideration.
    • Take into consideration the qualifications of Directors and persons with power in management 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 or persons with power in management.
    • Ensure that the Company has the structure, composition, qualifications and size of the Board of Directors in line not only with the requirements specified by the Board but also with the changing environments.
    • Make succession plans for the positions of the CEO and the persons with power in management respectively.
    • Annually review the policies and requirements related to the nomination and qualifications of Directors and persons with power in management.
    • Make plans for training and developing Directors on a continuous basis.
  • Determination of Remuneration of Directors and Persons with Power in Management
    • Take into consideration the policies and guidelines in relation to remuneration and other benefits of Directors and persons with power in management 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 the persons with power in management.
    • Take into consideration the annual performance allowance of the Directors and the persons with power in management and propose them to the Board of Directors for consideration.
    • Establish guidelines for appraising the performance of the Directors and the persons with power in management, taking into account the duties, responsibilities and related risks as well as the importance of adding value to shareholders’ equity in the long term.
    • Annual review the formats and guidelines for remuneration and other benefits of the Directors and the persons with power in management.
  • 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 standing committees.
    • 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 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 Company’s 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 government, which will be included in the Annual Report.
    • Send a report on 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.

Risk Management Committee

As of 23 September 2013, the Company’s Board of Directors approved the establishment of the Risk Management Committee. In 2018, there were six members of the Risk Management Committee including Executives Directors, Non-executive Directors, and an executive responsible for risk management. The name list is as follows:

  • Mr. Suphadej Poonpipat
    Chairman of the Risk Management Committee
  • Ms. Suvarnapha Suvarnaprathip
    Vice Chairperson of the Risk Management Committee
  • Mr. Vichit Yanamorn
    Member of the Risk Management Committee
  • Mr. Teeranun Srihong
    Member of the Risk Management Committee
  • Mr. Somjate Moosirilert
    Member of the Risk Management Committee
  • Mr. Kamtorn Tantisirivat
    Member and Secretary of the Risk Management Committee
Roles, Duties, and Responsibilities of the Risk Management 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 policies are strictly adhered to.
  • To set risk management strategies in line with the Company’s risk policies which can be evaluated. To monitor that the risks of the Company are under an acceptable level.
  • To assess the adequacy of the risk management policy, by considering effectiveness of the systems and compliance with the established policies.
  • 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 policies.
  • To control, monitor, check, and enforce the companies in Thanachart Group to comply with the set risk policies and the regulations stipulated by the BOT.
  • To consistently report the performance results and suggest areas of improvement to the Company’s Board of Directors in accordance to the set policies and strategies.

In this connection, the Company’s Board of Directors at its Meeting No. 12/2018 held on 17 December 2018 adopted a resolution changing the Committee’s name to the “Risk Oversight Committee”. As well, the composition of the Risk Oversight Committee was changed in line with the Corporate Governance of Financial Institutions. The names of its members were as follows:

  • Mr. Teeranun Srihong
    Chairman of the Risk Oversight Committee
  • Mr. Vichit Yanamorn
    Member of the Risk Oversight Committee
  • Mr. Prinya Hom-anek
    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

The changes have been effective since 1 January 2019.