Introduction
The Management Committee has been established under the Articles of Association of the KASIKORNBANK PUBLIC COMPANY LIMITED. (“the Bank”), by a resolution of the Annual General Meeting of Shareholders No. 88 on April 4, 2000.
Objective
The Management Committee is established to manage and conduct the Bank’s business as designated by the Board of Directors to attain sustained performance excellence, by conscientiously taking into account prevalent and future risk environment, consistent with the Bank’s statement of Vision, Mission, Professional Ethics and in accordance with good corporate governance principles.
Management Committee Structure
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1. |
The Board of Directors appoints the Management Committee under the Bank’s Articles of Association. The Management Committee shall consist of the Chief Executive Officer, President, and other Bank officers. |
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2. |
The Management Committee members shall be persons with requisite qualifications, experiences, and sound judgment that will contribute positively to the management of the Bank’s operation. |
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3. |
The Chief Executive Officer shall serve as ex-officio Chairman of the Management Committee. |
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4. |
The Management Committee Chairman shall appoint the secretary to the Management Committee. |
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5. |
The Management Committee shall hold at least one meeting a week, except when there is compelling, reason or when there is no required meeting agenda or other justifiable reasons. |
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6. |
The Meeting quorum shall constitute not less than half of all Management Committee Members attending and presides by the Chief Executive Officer or his designated substitute. |
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7. |
It is the duty of all Management Committee Members to attend the Meetings, in person or by teleconference (participation in a Meeting by phone shall not be counted in the quorum). |
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8. |
The Management Committee may invite responsible or related person(s) to participate in Meetings as deemed appropriate. |
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9. |
The Management Committee may consult the Advisory Directors to the Management Committee. |
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10. |
The Secretary to the Management Committee shall be responsible for preparing the Meeting agenda, under the approval of the Management Committee Chairman, including other necessary arrangements for the Meeting, compilation and preparation of Meeting documents, and delivering Meeting agenda and documents to every Committee Members 2 days prior to the Meeting, so that everyone can thoroughly review, or seek additional data before the Meeting takes place. |
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11. |
The Secretary shall prepare Minutes of all meetings for adoption at the next Meeting of the Management Committee. |
Authorities, Duties and Responsibilities
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1. |
The Management Committee shall have the responsibility of managing and conducting the Bank’s business as designated by the Board of Directors, or under specific resolution of the Board of Directors. |
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2. |
The Management Committee shall have the authority to manage the Bank’s business according to set policies and plans. |
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3. |
The Management Committee shall have authority as delegated by the Board of Directors, under management authority of the Bank. |
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4. |
Management Committee Chairman shall submit Minutes of Management Committee Meetings to the Board of Directors to inform of the business activities undertaken by the Committee. However, the following activities require prior approval of the Board of Directors:
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4.1 |
Policy-related issues of the Bank |
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4.2 |
Issues likely to cause significant changes in the Bank’s business |
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4.3 |
Certain issues requiring action by the Board of Directors of the Bank in compliance with law |
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4.4 |
Issues that action must be taken by the Board of Directors according to the Bank’s rules and regulations |
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4.5 |
Issues the Management Committee considers appropriate for approval by the Board of Directors on a case by case basis, or under the criteria designated by the Board of Directors, such as credit underwriting, etc. | |
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5. |
The Management Committee shall have the responsibility and authority to conduct activities as set, for the Bank to attain targets, which include:
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5.1 |
Preparation and review of strategic objectives, financial plans and key policies of the Bank, to be submitted for approval by the Board of Directors |
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5.2 |
Considering the annual business plans, capital expenditures, performance targets, and other initiatives to attain the Bank’s targets, and submitting for approval by the Board of Directors |
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5.3 |
Considering project with capital expenditures, in excess of budgets designated by the Board of Directors, and submitting them for approval by the Board |
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5.4 |
Considering and approving issues within its legitimate authority, or as delegated by the Board of Directors |
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5.5 |
Reviewing the respective authority for the various operation as specified in the list of approval authority, and submit for approval by the Board of Directors |
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5.6 |
Managing and setting balance between short and long-term objectives |
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5.7 |
Developing and supervising human resources, to conform with human resources development strategies, endorsed by the Human Resources and Remuneration Committee |
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5.8 |
Monitoring and reporting to the Board of Directors the Bank’s operating results and other works in progress toward achieving the Bank’s objectives |
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5.9 |
Monitoring performances of employees at all levels with regard to risk management under the Bank’s policies, including the effectiveness of the internal control system, and operations in compliance with related laws, rules and regulations |
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5.10 |
Reviewing newly initiated major activities or products, to submit for consideration and approval by the Board of Directors |
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5.11 |
Communicating with outside stakeholders as deemed appropriate according to delegated authority | |