5. Other Matters 1) 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. 2) Occasionally invite the Company’s Directors or executives to participate in the meetings to discuss matters which involve them. 3) Closely work and discuss with the Risk Oversight Committee, ensuring that the remuneration policies reflect the Company’s main risks. 4) 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. 5) 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. 6) Report its performance to the Board of Directors. 7) 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 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: 1. Dr. Thanachart Numnonda Chairman of the Risk Oversight Committee 2. Mr. Vichit Yanamorn Member of the Risk Oversight Committee 3. Mrs. Salinee Wangtal Member of the Risk Oversight Committee 4. Mr. Somjate Moosirilert Member of the Risk Oversight Committee 5. Mr. Kamtorn Tantisirivat Member and Secretary of the Risk Oversight Committee Duties and Responsibilities of the Risk Oversight Committee 1. 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. 2. 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. 3. 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 167 56-1 One Repor t / Annual Repor t 2021 Thanachar t Capi tal Publ ic Company Limi ted
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