Introduction

The Corporate Governance Committee was formed by the resolution of the KASIKORNBANK PUBLIC COMPANY LIMITED  (“the Bank”) Board of Directors, in its meeting No 3/2002 on April 3, 2002.

Purpose

The function of the Corporate Governance Committee is to assist the Board of Directors in the responsibility to oversee the Bank’s conduct in compliance with Corporate Governance principles, and with provisions and policies of the official governing agencies or institutions supervising commercial banks.

Objective

The role of the Corporate Governance Committee is to set and review Corporate Governance principles to be the Code of Conducts and practices for the management and staff to warrant the confidence of shareholders, investors and stakeholders; and to communicate to concerned persons both inside and outside the organization the mode of operation that is the Corporate Governance standard of the Bank.

The responsibility of the Corporate Governance Committee is to oversee the bank’s business practice and the conduct of the management and personnel to ensure compliance with the Corporate Governance principles set by the Bank and official governing agencies consistent with international standards and guidelines for good corporate governance acknowledged by regulatory agencies.

Corporate Governance Committee Structure

The Corporate Governance Committee shall be appointed by the Board of Directors, comprising not less than three directors of the Bank.  One of the committee members will be appointed as Chairman. 
Members shall be appointed for a three-year term in office and can be re-elected. In case of resignation before expiration of the term, the resigning member must notify the Bank not less than three months in advance. 

A Division Head, responsible for corporate governance, or an entrusted officer at least at a “Head of” level or equivalent in the division, shall act as secretary to the Corporate Governance Committee.

The Chairman of the Committee will approve the setting of agendas for the Committee meeting, which will be held at least four times a year.

There shall be no less than half of the Committee members present in the Meeting to constitute a quorum.

The Committee may take independent professional advice when necessary at the Bank’s expense.

Authorities, Duties and Responsibilities

The principal roles and responsibilities of the Corporate Governance Committee are:
     1. Set principles and key stipulations of an effective corporate governance supervision process that suits the Bank.
     2. Develop and proclaim the principles for the best practice of Corporate Governance.
     3. Formulate the Code of Business Conduct and the Code of Conduct of the Bank’s employees and publicize or communicate to all concerned as performance guides, and for public information.
     4. Develop and formulate a plan for overseeing the Corporate Governance’s compliance as proclaimed.
     5. Check and review the Corporate Governance statement for the production and presentation of the bank’s report.
     6. Recommend the Code of Best Practices for the Board of Directors or propose guidelines for the Board of Directors Charter and all other Board Committee Charters.
     7. Recommend the Code of Ethics for the Bank’s business practices and the Code of Conduct of the management and the Bank’s personnel.
     8. Check the guidelines of practices and Corporate Governance to ensure consistency and compatibility with the businesses of the Bank. 
     9. Review the proposed public announcements related to Corporate Governance issues.
     10. Supervise corporate environmental and social responsibility.
     11. Review and report to the Board of Directors matters related to Corporate Governance of the Bank and give opinions on practicing guideline and recommend amendments as deemed appropriate.
     12. Ensure effective practice of Corporate Governance principles in the Bank.