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 of the subsidiaries as it deems appropriate. 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 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: Executive Committee The Board of Directors approved the establishment of an executive committee. Currently, the Executive Committee consists of 3 members whose names are as follows: 1. Mr. Suphadej Poonpipat Chairman of the Executive Committee 2. Ms. Suvarnapha Suvarnaprathip Vice Chairperson of the Executive Committee 3. Mr. Somjate Moosirilert Member of the Executive Committee Mr. Panupan Tuangthong Secretary of the Executive Committee Duties and Responsibilities of the Executive Committee 1. 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. 2. The Executive Committee is responsible for managing risks. 3. The Executive Committee is responsible for managing liquidity and interest rates. 4. The Executive Committee is responsible for managing investments in various financial instruments within the risk limits. 5. The Executive Committee is responsible for managing transactions of the Company such as deposits, loans, investments, foreclosed assets, etc. 162
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