Executive Committee
Scope of power, duties and responsibilities of the Executive Committee
To assist the Board of Directors in overseeing management, operation and policies of business and also issuing policies in order to achieve the targeted budget and strategy as approved by the Board of Directors.
To consider and approve the Company’s annual budget before submission to the Board of Directors for approval.
To prepare and propose strategy, business and operation plan to the Board of Directors for approval.
To consider and approve new business start up in compliance with the Company’s policy before submission to the Board of Directors for approval.
To consider and approve general credit policy for clients.
To consider and approve the Company’s counterparty risk against other commercial banks or financial institutions.
To consider and approve the buying and selling of office equipment together with the construction, repairing and re-construction of the office building valued in an amount not exceeding Baht 30.0 million.
To periodically review normal and non-normal courses of businesses operated by business departments.
To review corporate risk management systems that cover all activities of the Company including the assignment of any person or sub-committee to oversee the integration of departmental risk management and control systems and report regularly to the Committee.
To review and comment on Profit and Loss Monthly Report presented by Treasury and Finance departments.
To acknowledge the Company’s annual matter including but not limited to Compliance Audit, Audit Report and Annual Compliance Report.
To consider specific matters to be submitted for the Company’s Board of Directors’ approval.
To assist the Board of Directors in any other affairs that may be from time to time assigned.
As of Febuary15, 2007, the Executive Committee consisted of 9 members as follows:
Audit Committee
Scope of power, duties and responsibilities of the Audit Committee
To review and ensure that the Company provides sufficient and accurate financial reports including reviewing any unusual items or any changing of the Company’s accounting policy by coordinating with the auditor and the management members who are responsible for preparing the quarterly and yearly financial reports.
To discuss with the auditor without the present of the Company’s management at least once a year.
To review and ensure that the Company has appropriate and efficient internal controls and internal audit systems.
To review and ensure that the Company complies with the securities and exchange laws, regulations of the SET and the laws relating to the Company’s business.
To consider, select, and nominate the auditor of the Company, including determining compensation for the auditor of the Company.
To approve the appointment of Head of Office of General Counsel and Internal Audit (OGC) and key compliance and internal audit personnel as proposed by the Management.
To remove or reposition Head of OGC and key compliance and internal audit personnel and reduce or cut off salary or wages of Head of OGC and key compliance and internal audit personnel.
To consider the Company’s disclosure of information and to ensure its accuracy, completeness and compliance with laws and regulations when there are connected transactions or transactions that may result in any conflict of interest.
To prepare the Audit Committee’s report which will be disclosed in the Company’s annual report. The report must be signed by the Chairman of the Audit Committee.
To perform any other activities as designated by the Board of Directors upon the Audit Committee’s approval.
As of April 23, 2008, the Audit Committee consisted of 4 members as follows:
Management Development and Compensation Committee
Scope of power, duties and responsibilities of the Management Development and Compensation Committee
To periodically review with the management of the Company its programs and processes for management development.
To periodically review succession plans for key senior management positions.
To annually review and approve corporate goals and objectives relevant to the compensation for the employees individually.
To review and approve, and review with the Board of Directors for proposing to shareholders’ meeting for approval, the compensation of the Board of Directors members.
To bi-annually review the promotion of the management and employees of the Company.
To review the salary base for management and employees of the Company.
To review all annuity contracts, compensation or special benefit plans for executive and senior management (if any) and employment or severance agreements, to propose for executive management.
To review expense accruals for incentive compensation and incentive compensation pools for the Company and propose to the Board of Directors for approval prior to the annual determination of individual compensation.
To review the Company’s compensation programs and policies to align them with the Company’s goals and the interests of the shareholders.
As of February 15, 2007, the Management Development and Compensation Committee consisted of 4 members as follows:
Director Nominating Committee
Scope of power, duties and responsibilities of the Director Nominating Committee
To seek individual or consider candidates, proposed by management or shareholders, who are qualified to become the Board of Directors members according to the Board of Directors membership criteria for recommendation to the Board of Directors.
To make assessment of the candidates’ independence and recommend them to become the independent directors.
To make recommendations on the numbers of the Board of Directors members and propose to the Board of Directors.
To annually conduct an evaluation of the performance of the Board of Directors and, through its Chairman, communicate this evaluation to the Board of Directors.
As of February 15, 2007, the Director Nominating Committee consisted of 3 members as follows:
Corporate Social Responsibility Committee
Scope of power, duties and responsibilities of the Corporate Social Responsibility Committee
To review, oversee and make recommendations to the Board of Directors concerning the effectiveness of the Company’s CSR strategies, policies and practices that have the potential to materially affect the Company’s business, brand or reputation, including oversee the Codes of Business Conduct, policies on health care and safety, human rights and promotion of equality of opportunity and diversity.
To review, oversee and make recommendations to the Company’s Charity Committee concerning the Company’s charitable contribution policies and practices in all areas.
To approve the appointment of the Charity Committee Members.
To support volunteerism and community engagement among the Company’s employees.
To oversee the CSR component of directors’ training programs to ensure that relevant executive training programs contain an appropriate CSR training.
To prepare the Company’s CSR report and disclose it in an annual report of the Company.
To support the Company’s CSR activities.
As of Febuary15, 2007, the Corporate Social Responsibility Committee consisted of 6 members as follows:
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