- - The Bank is aware of the rights and equitability of the shareholders where every shareholder has the right to receive adequate and timely information, to vote, to receive equitable treatment such as conveniences in attending shareholders’ meetings.
- - The Bank has arranged for the convenience of the shareholders in the meeting arrangement process and the allocation of appropriate time for the meeting and also encourages shareholders to express their opinions and ask questions.
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(1) Rights and equitability of shareholders and stakeholders
- The Bank is aware of the rights and equitability of the shareholders where every shareholder has the right to receive adequate and timely information, to vote, to receive equitable treatment such as conveniences in attending shareholders' meetings.
- The Bank arranges for the convenience of the shareholders in the meeting arrangement process, allocates appropriate time for each meeting and indiscriminately encourages the shareholders to express their opinions and ask questions. -
(2) Board of Directors, Management Structure, Roles, Duties and Responsibilities, and Independence
- The Board of Directors of the Bank participates regularly every year in setting out the visions, missions, strategies, goals, business plans and budgets of the Bank.
- The Board of Directors of the Bank lays emphasis on defining the policy and considering the regulations and rules to monitor and prevent transactions that might constitute conflicts of interest and connected or related transactions by carefully considering eliminating the conflicts of interest with integrity, accountability and independence within the framework of good ethics and based on the guidelines of regulators.
- The Board of Directors of the Bank consists of independent directors who are not employees or salaried workers of the Bank and are independent of the Bank's major shareholders' groups while being capable of overseeing the interest of minor shareholders. They make up at least one third of all directors and not less than three.
- The Board of Directors and the Executive Board of the Bank have a duty to attend every meeting, which is specified in advance every month. Additional meetings may be held as necessary. The Bank also discloses the number of meetings that the directors have attended in the Annual Report.
- The Board of Directors of the Bank and the Management have clearly separated their roles, duties and responsibilities.
- The Board of Directors of the Bank has set up and appointed a number of sub-committees. They are the Executive Board, the Audit Committee, the Risk Management Committee and the Nominating and Remuneration Committee. If necessary, the Board may consider appointing more sub-committees to assist in overseeing the Bank's operations and carrying out functions as assigned by the Board.
- The Executive Board has established more sub-committees to oversee specific areas. They are the Credit Committee, the Trouble Debt Recovery Committee and the Asset and Liabilities Management Committee.
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(3) Disclosure of Information and Transparency
- The Board of Directors of the Bank has a policy of disclosing the information of the Bank to shareholders, investors and the public with transparency, accuracy, completeness, adequacy, timeliness and verifiability, according to all applicable laws and regulations in its Annual Report and website.
- The Board of Directors of the Bank has appointed the Nominating and Remuneration Committee to perform the duty of nominating and determining the remuneration of the president and directors clearly and transparently, in accordance with their roles, duties and responsibilities. In determining the remuneration of the directors, an approval is required from the shareholders' meeting and disclosed in the Annual Report.
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(4) Control and Risk Management
- The Board of Directors of the Bank emphasizes the importance of developing a risk management system in accordance with the supervision guidelines of the Bank of Thailand, which has issued various measures for financial institutions. The measures are to ensure that financial institutions develop better risk management systems in compliance with international standards such as the IAS 39, Basel II, ICAAP, etc.
- The Board of Directors of the Bank has the role, duty and responsibility to establish risk management and internal control systems in order to avoid or reduce risks which might cause damage and tarnish the image of the Bank. Additionally, these controls are meant to ensure that laws and regulations are followed accordingly.
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(5) Business Ethics
- The Bank had declared the Code of Ethics and the Code of Conduct in writing including the Code of Ethics and Code of Conduct for the Bank, the Code of Ethics for Directors, the Code of Conduct for Employees.
- The Board of Directors of the Bank has arranged for an Annual General Meeting of Shareholders once a year, within 4 months from the end of each accounting year. The Bank has arranged to send out meeting invitation letters with relevant information for each item on the agenda as an attachment to every shareholder not less than 7 business days in advance and 14 days in advance for the meetings with important agenda items to give the shareholders ample time to study the information carefully. The Bank also gives more choice of proxies to the shareholders by assigning independent directors to represent them in the event the shareholders cannot attend the meeting. In addition, the shareholders can vote on various agenda items of the shareholders' meeting such as in the election of directors and the appointment of auditors. Before the start of each agenda item, there will be a clarification of rules on vote counting. During the meeting, the shareholders will be indiscriminately allowed to express their opinions and ask questions in order to examine the Bank's operations and to make suggestions. An answer will be provided to each aspect of a question and the Bank will record minutes of the meeting correctly and completely so that shareholders may later review them.
- The Bank accommodates the shareholder's meetings by keeping the process simple and the Chairman of the meetings provides an opportunity for shareholders equally to have the right to examine the Bank's operations, ask questions, and provide opinions and suggestions. The Bank will arrange to record the minutes of the meetings with complete and relevant information.




