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 2017, 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. 13/2009 Re: Corporate Governance of Financial Institutions dated 9 July 2009, and the BOT’s Notification No. SorNorSor. 8/2017, Re: Regulations on Risk Supervision of Financial Business Groups dated 27 April 2017.
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.
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. The meeting minutes of Non-executive Directors is presented to the Company’s Board of Directors to consider and act upon as deem appropriate. In 2017, there has been one Non-executive Directors’ Meeting.
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
- Director with a responsibility in the position of manager, deputy manager, assistant manager, or equivalence.
- Director with a responsibility in the operation or involved in business management as executive, including a person in the Executive Committee.
- 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 13/2009, Re: Governance of Financial Institutions, dated 9 July 2009).
Roles, Duties, and Responsibilities of the Company’s Board of Directors
As representatives of the shareholders, the Board of Directors is authorized and responsible for overseeing the conduct of the Company’s business with integrity in line with corporate regulations and avoiding problems that may give rise to conflicts of interest. The objective is to protect the overall interests of the organization, which are not limited to any specific individual shareholder or group of shareholders. In general, the Board of Directors is authorized and responsible for guiding and directing the Company by establishing policies as well as putting in place appropriate management processes and controlling systems which are aimed at ensuring that the conduct of business affairs follows the established policies. The related details are as follows:
- The Board of Directors vigorously and impartially carries out their duties and responsibilities towards the organization, shareholders, executives, staff members, and employees of the Company.
- The Board of Directors establishes vision, mission, key policies, strategic plans, financial goals, and budgets, which can be reviewed when deemed appropriate for sustainable business operation.
- The Board of Directors supervises and oversees subsidiaries, aiming at protecting the Company’s investments. In this connection, the Board of Directors appoints persons it deems suitable 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.
- The Board of Directors supervises, oversees and monitors the Company’s business operations, ensuring that they are in line with established strategies, objectives, goals, regulations, shareholder resolutions as well as the principles of good corporate governance in an honest and careful manner, not only safeguarding the Company’s interests but also taking into consideration the events that happen to the Company as well as the conduct of the Company’s various business affairs.
- The Board of Directors oversees the corporate governance of the Company and members of Thanachart Group’s finance business, ensuring that it is appropriate to the structure, nature of business operations, and risks.
- The Board of Directors ensures that the Company puts in place audit processes, internal control systems, risk management, and corporate governance which are appropriate and adequate in view of the current business situations.
- The Board of Directors puts in place control systems for operations in the areas related to financial reporting and compliance with established rules, regulations, and policies. In this connection, persons or work units that are independent is responsible for auditing the afore-mentioned control systems and disclosing the related information in the annual report.
- The Board of Directors or the Audit Committee gives opinions as to the adequacy of the internal control and risk management in the annual report. As well, they attach great importance to the review of the systems essential to the internal control and risk management on a regular basis or at least once a year.
- The Board of Directors treats all groups of stakeholders fairly and is responsible for financial reports and disclosure of information in an accurate, transparent, and timely manner.
- The Board of Directors is responsible for preparing a “Report on the Responsibilities of the Board of Directors for the Financial Report” which is published next to the Auditor’s Report. The Board of Directors’ Report covers all key businesses of the Group in line with Good Practices of Directors of Listed Companies. The objective is to ensure that the Company’s financial statements are accurate, complete, and reliable. In this connection, the Company always complies with national accounting standards by adopting best practice accounting policies and practices.
- The Board of Directors establishes various committees as deemed appropriate.
- The Board of Directors defines the scope of responsibilities and authority of the Chief Executive Officer.
- The Board of Directors appraises the performance of and decides on the remuneration and employment conditions of the Chief Executive Officer, as proposed by the Nomination, Remuneration, and Corporate Governance Committee.
- The Board of Directors assesses the performance of the whole Board.
- The Board of Directors continuously seeks to broaden their knowledge and expertise.
- The Board of Directors supports creation of innovations that add value to business, taking into consideration creation of benefits or impacts on customers or related parties and ensuring that they are socially responsible and eco-friendly innovations.
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.
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 13/2009, Re: Governance of Financial Institutions on 9 July 2009. In compliance with the Notification, Directors and Senior Executives of the Company can assume the position of Chairman, Executive Director or Director with full signatory authorities in no more than three business groups. According to the Good Corporate Governance Policies, the Company prohibited the Directors to hold the director positions in more than five listed companies. The details are follows:
- In case of member companies of the Group
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.
- In case of other companies
The Company’s Chief Executive Officer or high ranking executives who are taking up directorships in other companies (except family-owned businesses) must receive approval from the Board of Directors before assuming the positions. In this connection, the Board of Directors takes into consideration the type of companies and directorships which could be taken up.
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.
- In case of member companies of the Group
- 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 review internal control systems, ensuring that the Company has internal control system and internal control of information technology systems, as well as sufficient anti-corruption measures. Also, the Committee review the communication of essence of the Company’s internal control and risk management.
- To review and make sure that all recommendations related to internal control proposed by internal auditors and external auditors have been corrected.
- To review the adequacy in internal control policy and functions related to risk management of the Company.
- 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 assess the independence of internal audit unit.
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 regulation
- To review business operation of the Company to adhere to laws, regulations, ethics, key policies, and procedures of the Company.
- To evaluate changing laws and related regulations which impact the Company’s business operations.
- To investigate findings of the Compliance Unit and supervising government agencies and follow up on the improvement as recommended.
- To assess the qualification, independence, performance and the auditor fees, as well as nominate the external auditors for an appointment and propose auditor fees to the Company’s Board of Directors.
- 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.
Report of the Audit Committee
The Audit Committee prepares the report of the Audit Committee which is disclosed in the Company’s Annual Report signed by the Chairperson of the Audit Committee. Key contents include the following:
- Opinions on the process of preparation and disclosure of the Company’s financial statements on its accuracy and credibility.
- Opinion on the sufficiency in the Company’s internal control system.
- Rationales supporting that the Company’s external auditors shall continue their responsibility for another term.
- Opinion on the compliance to procedures and government regulations.
- Opinion on the related party transactions or transactions that may lead to a conflict of interest.
- 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.
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 to financial institution laws, regulations, and any other relating laws which if the Company’s Board of Directors or the executives failed to implement correction 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.
- 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.
- Review the suitability of overall structure and constituent of the Company in order to enhance strong and balance foundation for the Company. The Committee shall seek and select candidates with knowledge and capability that match with the Company’s businesses in order to further propose to the Company’s Board of Directors or the Shareholders’ Meeting as required by each circumstance.
Seek and select candidates from the following:
Select candidates from the Company’s personnel by sorting persons with knowledge, competence, and skills suitable for the position by ways of the following:
- Promoting personnel who has knowledge, competence, and direct experiences suitable for that certain position.
- Transferring a person in Thanachart Financial Conglomerate who has high potential, can learn new things, and adjust quickly to create a versatile personnel with quality job performance from companies within the Group.
Select candidates from outside the Company, focusing on persons from financial institutions or financial field with experience appropriate for the position.
Consider the following qualifications in selecting suitable candidates:
- Persons with appropriate qualifications who are strictly not against the laws or official regulations.
- Persons who have appropriate knowledge, competency, and experience in accordance with the Company’s target and vision for those positions.
- Persons who do not have a conflict of interest with the Company.
- Persons with integrity, good morality, and honesty.
- Persons who can dedicate time and effort for such roles and responsibilities.
- Approach qualified persons as mentioned to ensure interest and disposition in assuming directorship if one were to be appointed by the shareholders.
- Consider independency of each Independent Director to assess the qualification of an Independent Director. Also, consider whether nominating a new Independent Director is required in the case of insufficiency in Independent Director, in accordance with the policies set by the Company’s Board of Directors.
- Incorporate an annual performance evaluation of Directors and authorized persons.
In 2017, the Nomination, Remuneration, and Corporate Governance Committee proposed the Board of Directors to review board skill matrix in order to analyze and ensure knowledge and competence required in managing businesses in good corporate governance principles.
In compliance with Good Corporate Governance, at the Annual General Shareholders’ Meeting, the Nomination, Remuneration, and Corporate Governance Committee may have shareholders nominate a list of persons for assessment to be appointed as Directors, in compliance with the Nomination, Remuneration, and Corporate Governance Committee’s criteria.Roles, Duties, and Responsibilities in Policy Making and Guideline in Setting Remuneration for Directors and Authorized Persons
- Consider policies and guidelines related to remuneration as well as other benefits 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.
- Establish an appropriate structure of remuneration packages, taking into account their duties and responsibilities of Directors and authorized person in order to retain and incentivize appropriately while fairly reflect the performance results.
- The remuneration package must go through a process and procedure that is transparent, in compliance with corporate governance, and open to examination.
Determine regulations for the remuneration by considering the following:
- Comparing with companies in peer or similar industry.
- Suitable with the Company performance, appointed duties and responsibilities, and in an appropriate level to retain and incentivize as well as conform to the annual performance evaluation.
- Being at a level that is fair to shareholders.
- Being under framework, criteria, and regulation of the authorities concerned. Being transparent, in compliance with good corporate governance and fair to all related parties.
- In the evaluation of Directors and authorized persons, responsibilities and associated risks must be considered. Importance must also be given to adding value of shareholders in the long term.
- 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.
- 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 considering the Business Continuity Management policies for Thanachart Group in order to further present to the Company’s Board of Directors for approval.
- 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.
- 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.