Introduction

 The Human Resources and Remuneration Committee has been established under resolution of the Board of Directors of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”), at the Meeting No. 3/2002, held on April 3, 2002.

Purpose

The Human Resources and Remuneration Committee (“the Committee”) has been established with the duty to assist the Board of Directors in fulfilling their role and responsibilities involving human resources as defined in the Board of Directors Charter.

Objectives

The role of the Committee is to recommend to the Board the remuneration of Board Members, including the Chairman (for subsequent approval by meeting of shareholders). The Committee will also formulate the remuneration policy and the terms of employment for the Chief Executive Officer, President and senior management of the Bank.

The Committee will recommend the succession of the Chief Executive Officer, President, when considered necessary, and review the Bank succession plan for senior management and key staff as prepared by Chief Executive Officer or the President.

The Committee will review, make recommendations  to the Board and monitor the implementation of the Bank’s human resources vision and strategy including management development programs.

The Committee is also to seek and propose qualified candidates for new appointments as directors, as well as review the performance and qualifications of directors vacating office on due term prior to nomination for re-appointment to the Board of Directors at the meeting of shareholders.

Human Resources and Remuneration Committee Structure

The Committee shall be established by the Board and comprise no less than 3 non-executive directors. The Board will appoint the Chairman who will approve the setting agendas for meetings which will be held at least three times a year according to the schedule as deemed appropriate.

Members shall be under a three-year term of office and can be re-appointed. If a member vacates office before expiration of his/her term, he/she will notify the Bank no less than three months in advance.

The Secretary of the Committee shall be the Executive Vice President – Human Resource Group.

The Committee may take independent professional advice at the Bank’s expense, in appropriate circumstances (e.g. market employment conditions, salary surveys, director and executive search, etc.).

Authorities, Duties and Responsibilities

The Committee shall have the principal responsibilities as follows:

HR Strategy

1. Review and give opinions on the proposals made by the Chief Executive Officer and/or the President to propose to the Board on the Bank’s human resources policy in order to ensure the alignment of the HR policy and the business strategy of the bank. 
2. Ensure that key management succession plans are reviewed periodically, through assessment of senior executive positions and qualified potential replacements.

Remuneration Strategy

1. Review the Bank’s remuneration strategy and recommend it for the Board’s endorsement.
2. Review and recommend to the Board performance-oriented, short-term and long-term incentives including share options for employees.
3. Provide recommendation to the Chief Executive Officer and President concerning the salaries and benefits reviews of senior management.
4. Review and make recommendations to the Board on a remuneration policy and package designed to attract, retain and motivate staff of outstanding performance, competence and high potential.

Chief Executive Officer and President

1. Assist the Board to oversee that there is an effective system in place in evaluating the performance of Chief Executive Officer and President based on the bank objectives and Business Plan.
2. Establish terms and conditions, and compensations for the Chief Executive Officer and President’s employment contracts. 
3. Develop a succession plan for the Chief Executive Officer and President position that considers from both potential internal and external candidates holding proper qualification.
4. Seek and make recommendation to the Board for the successor to the Chief Executive Officer and President when considered necessary.

Board of Directors

1. Review the composition, size and experience of the Board on a regular basis.
2. Make recommendations to the Board of candidates with proper qualifications for director position for the Board to propose for appointment to the annual general shareholders meeting.
3. Review the remuneration of Board members in light of their responsibilities and level of remuneration of comparable banks in accordance with KBANK’s policy, for subsequent approval by Annual General Meeting of Shareholders.
4. At least once a year the Committee will review its  performance based on the Bank’s assessment form over the past year, and consider recommendations and assessment  provided by the Chairman of the Board.
5. Consider any related matter referred to the Committee by the Board.