Roles and Responsibilities of the Board

Introduction

The Board of Directors of KASIKORNBANK PUBLIC COMPANY LIMITED (“the Board”) strongly believes that good corporate governance will enhance the performance of the Bank, and is central to achieving the Bank's principle objective of maximizing shareholder value.

The Board is responsible, by law, for governing the Bank’s business conduct, and responsible to all the Bank’s stakeholders, i.e., customers, shareholders, employees, regulators, counterparties and society.

The Management is responsible for the day-to-day operations of the Bank. The role of the Board is to ensure that Management operates in the best interests of the Bank and its stakeholders by working to elevate corporate economic value of the Bank.

The relationship between the Board and Management is one of a value creating partnership. Whereas the Chief Executive Officer is responsible to the Board for the day-to-day management of the Bank in relation to operational planning, decision making and implementation, the Board provides strategic direction and governance, as well as tactical recommendations and monitors implementation and results.

Objective

The Board intends, in cooperation with Management, to conduct the affairs of the Bank with determined effort to achieve performance excellence, taking into account business sustainability, prevalent and future risk environments, and the Bank's statement of Vision, Purpose and Business Conduct, in accordance with good governance practices.

Board Structure

The Board shall comprise no less than 7 members and no more than 18 members and its quorum shall be not less than half of all directors participating in the meeting.

The Board is to consist of: 1) Executive Directors, 2) Non-Executive Directors, and 3) Independent Directors, who have qualifications per the Definition of Independent Director, as attached.

Independent Directors shall account for not less than one-third of all directors and no less than three directors.

Directors shall comprise persons of requisite qualifications and experience who can bring quality and fair judgments, free of bias, to all issues. They shall be deemed fit to be proposed for appointment as directors by the Human Resources and Remuneration Committee.

The Chairman of the Board shall be an Independent or a Non-Executive Director; and the Chief Executive Officer represents the Management in the Board.

The Chairman of the Board shall appoint Secretary to the Board of Directors.

One-third or the proportion closest to one-third of all directors shall vacate office at each of the General Meeting of Shareholders. Directors holding the longest terms shall vacate office first. If an agreement for vacating office cannot be reached among directors, a lot drawing shall be adopted. Any director vacating office on due term can be re-elected.

The directors shall not exceed the age limit of 72 years old and Independent Directors shall hold their positions for no more than 9 consecutive years.

Meetings of the Board shall be held every month except under unavoidable circumstances but with the minimum frequency of once per three months. And there may be extra meetings as deemed appropriate. Every quarter, the Board shall convene a meeting to discuss strategies and financial performance. All directors are expected to attend every meeting, or no less than 75 percent of the Board of Directors meetings arranged each year, except under unavoidable circumstances.

On appointment, each director shall receive information about the Bank and be advised of the legal, regulatory and other obligations of a director of a listed company on the Stock Exchange of Thailand.

Directors may request for independent professional advice, as appropriate, at the Bank’s expense.

Authorities, Duties and Responsibilities

The roles and responsibilities of the Board, including the areas and manner of the Board’s involvement, are clearly delineated in order to obtain the maximum effect from corporate governance, which should, at least, cover the following:

Authorities, Duties and Responsibilities of the Chairman of the Board

1. Provide leadership to the Board of Directors;
2. Summon and facilitate the meetings of the Board of Directors and supervise the delivery of meeting notices and related documents so as to ensure that the Board of Directors acquire adequate and timely information;
3. Set the agenda, in cooperation with the Chief Executive Officer, for the Board of Directors meeting, ensuring that appropriate time and attention is devoted to the matters within the responsibilities of the Board;
4. Preside over the Board of Directors meeting;
5. Promote CG standards of the Board of Directors;
6. Preside over the Shareholders meeting and conduct the meeting in compliance with the Bank Articles of Association and follow the sequence of the agenda;
7. Encourage open and constructive dialogues with all individual directors and promote good relationships between the directors, and between the directors, Chief Executive Officer and Management;
8. Provide advice and guidance, as well as monitoring the performance of the Chief Executive Officer;
9. Supervise efficient communications between the directors and shareholders;
10. Perform the duty specified by laws as the duty to be performed by the Chairman.

Authorities, Duties and Responsibilities of the Chief Executive Officer

1. Bear primary responsibility over day-to-day management and functioning of the Bank and oversee operations of companies within KASIKORNBANK FINANCIAL CONGLOMERATE;
2. Formulate strategies and evaluate strategic alternatives with the Board;
3. Execute strategy, business, and financial objectives approved by the Board alongside the Management;
4. Set standards and guidelines for purpose, corporate culture, ethics and core values;
5. Promote accountability and transparency with implementation of policies, as approved by the Board to effectively manage operations and risks, and monitor the implementation;
6. Maintain ongoing dialogues with the directors and Chairman of the Board;
7. Ensure the Board is provided with necessary information in a timely manner to enable efficient discharge of responsibilities of the Board;
8. Establish the development plan for key senior management consistent with the succession plan;
9. Conduct performance review of senior management and critical talents.

Authorities, Duties and Responsibilities of the Board

1. Strategies, Business Plan and Budget
   1. Review and discuss strategic alternatives proposed by Management, assess value creation potential and linkage to overall strategic direction, and approve major decisions with respect to KASIKORNBANK FINANCIAL CONGLOMERATE’s direction and policy, including sustainable development undertakings;
   2. Review and approve Management’s initiated annual Business Plan and Capital Expenditure Budget, other performance goals, as well as all the major initiatives central to the achievement of the goals.
2. Authorities
   1. The Board shall vest in the Chief Executive Officer the authorities to initiate, commit and approve payments for all the expenditures approved in the Business Plan and Capital Expenditures Budget. Compliance is required with the Authority Manual, which delineates cascading Delegated Level of Authority.
   2. The Board grants the Chief Executive Officer a discretionary expenditure limit to initiate expenditure or projects outside of the approved Business Plan and Capital Expenditure Budget.
      For a major initiative costing over the discretionary expenditure limit of the Chief Executive Officer, the Board shall review the case prior to approving Management’s proposals.
   3. All credit proposals over and above the delegated authority shall come to the Board for review and approval.
      All financial transactions over the delegated authority of the Chief Executive Officer shall be approved by the Board.
3. Monitoring
   1. Monitor the progress of various strategic corporate initiatives, including sustainable development undertakings, human resources initiatives, which could materially impact the achievement of the Bank’s strategies or significantly change strategies;
   2. Monitor performance against goals and budgetary control at least every quarter, and where results fall short to discuss corrective actions. Such goals should be broadly based covering short, as well as longer term and include among others key performance indicators and peer reviews.
4. Human Resources
   1. Review with Management and approve the human resources vision, strategies and management development plans;
   2. Review with Management and approve the Bank’s remuneration strategies in relation to its ability to attract and retain critical talents, including special incentives to senior executives;
   3. Review and approve key senior management succession plans with the Chief Executive Officer in respect of finding the most suitable and qualified potential replacements;
   4. Review and approve performance-oriented incentives;
   5. Ensure that the Bank has an executive management team with the appropriate skills, competency, knowledge and experience to effectively and successfully run the Bank;
   6. Ensure that there is an effective process for evaluating the performance of senior executives;
   7. Appraise the performance of the Chief Executive Officer against the agreed annual objectives of the Bank in general;
   8. Nominate and appoint successor of the Chief Executive Officer;
   9. Provide opinions and recommendations to the Chief Executive Officer regarding the plans, targets, and annual performance results of key senior management;
   10. Establish terms and conditions for employment of the Chief Executive Officer.
5. Integrity Oversight
   1. Foster corporate culture, review and approve Bank’s Statement of Vision, Purpose and Business Conduct for validity and ensure its communication to all levels within the Bank;
   2. Approve the quarterly and annual financial reports; ensure high quality financial reporting to shareholders;
   3. Oversee internal audit process as an important control function;
   4. Ensure that external auditors perform their work effectively by continually evaluating their performance, and by the nomination of suitable auditors, including making sure that there is a process in submitting the management letter from the external auditors and opinion of Management to the Board within four months after the end of an accounting period;
   5. Formulate or approve sound risk governance framework and oversee the instillation of risk-based organizational culture;
   6. Ensure that effective risk management and appropriate systems and processes are sufficiently in place to identify, assess, monitor and manage major risks;
   7. Ensure an effective system of controls is in place for reliability and integrity of information, in compliance with policies and procedures, and with applicable laws and regulations, safeguarding of assets and economical and efficient use of resources;
   8. Ensure there is capital adequacy, including an appropriate capital assessment process, for present and future business;
   9. Address potential conflicts of interest issues and situations;
   10. Protect and enhance the reputation of the Bank.
6. Communications with Stakeholders and the Public
   Ensure the Bank has proper systems in place to communicate effectively with its Stakeholders and the Public and monitor their application.
7. Credit and Investment Committee and Board Committees
   1. Establish the Credit and Investment Committee to approve credit and investment requests up to the threshold, assigned by the Board of Directors, and provide concurrence for other material matters, assigned by the Board of Directors, for the benefits of the Bank and stakeholders, as well as efficiency and effectiveness of the Board of Directors;
   2. Establish the Board Committees, which include the Audit Committee, the Corporate Governance and Sustainability Committee, the Human Resources and Remuneration Committee, the Risk Oversight Committee, and such other Board committees as may be required from time to time to assist the Board in fulfilling its responsibilities;
   3. Consider and approve functions and responsibilities of the Credit and Investment Committee and the Board Committees, changes in their composition, as well as changes that significantly affect the Committees’ duty.
8. Board’s effectiveness
   1. Establish the Board’s performance evaluation criteria and practices and assess regularly its own effectiveness;
   2. Evaluate the effectiveness of the Board Charter on an annual basis.

Voting

In voting, each director shall constitute one vote, and a resolution shall rely on a simple majority of votes. In cases where votes are equal, the Chairman shall cast his/her deciding vote in order to reach a resolution. Voting requires a quorum of at least 2/3 of board members present in the Meeting for board decisions.

Definition of Independent Director

The Bank has defined the qualification of “Independent Director” more restrictively than the criteria set by the Capital Market Supervisory Board and in accordance with the Bank of Thailand’s criteria, as follows:

1. Holding not more than 0.5 percent of the Bank’s shares with voting rights, or that of any subsidiary company, associated company, major shareholder or controlling person of the Bank, which shall be inclusive of the shares held by any related person of such an independent director;
2. Neither being nor having been a non-independent director, an executive director, a manager, an employee, a staff member, an adviser who receives a regular salary, or a controlling person of the Bank, company in KASIKORNBANK FINANCIAL CONGLOMERATE, subsidiary company, associated company, subsidiary company at the same level, major shareholder or controlling person of the Bank unless the foregoing status has ended for not less than 2 years;
3. Not being a person related by blood or registration under law, such as father, mother, spouse, sibling, or child, including the spouse of a child, of other director, any executive, major shareholder, controlling person or person to be nominated as a director, an executive or a controlling person of the Bank or subsidiary company;
4. Neither holding nor having held a business relationship with the Bank, subsidiary company, associated company, major shareholder or controlling person in a manner which may interfere with his/her independent judgment, and neither being nor having been a substantial shareholder or a controlling person of any person having a business relationship with the Bank, subsidiary company, associated company, major shareholder or controlling person unless the foregoing relationship has ended for not less than 2 years,
   The aforementioned “business relationship” includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services, or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the Bank or counterparty being liable to indebtedness payable to the other party in the amount of 3 percent or more of the net tangible assets of the Bank or Baht 20 million or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Market Supervisory Board concerning regulations in respect of an entering into connected transaction mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of 1 year prior to the date on which such a business relationship with the person commences;
5. Neither being nor having been an auditor of the Bank, subsidiary company, associated company, major shareholder or controlling person and not being a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the Bank, subsidiary company, associated company, major shareholder or controlling person unless the foregoing relationship has ended for not less than 2 years;
6. Neither being nor having been any professional adviser including legal adviser or financial adviser who receives an annual service fee exceeding Baht 2 million from the Bank, subsidiary company, associated company, major shareholder or controlling person, and not being a substantial shareholder, controlling person or partner of the professional adviser, unless the foregoing relationship has ended for not less than 2 years;
7. Not being a director who has been appointed as a representative of the Bank’s director, major shareholder, or shareholder related to the major shareholder;
8. Not undertaking any business the nature of which is the same as that of the Bank or subsidiary company and which, in any material respect, is competitive with business of the Bank or subsidiary company or not being a substantial partner in the partnership, a director who is involved in management, an employee, a staff member, an adviser who receives a regular salary, or a shareholder holding more than 1 percent of shares with voting rights of a company undertaking any business the nature of which is the same as that of the Bank or subsidiary company and which, in any material respect, is competitive with business of the Bank or subsidiary company;
9. Not being an independent director who holds the position for more than 9 consecutive years, including the period during which he/she serves as an independent director of the Bank, company in KASIKORNBANK FINANCIAL CONGLOMERATE, subsidiary company, associated company, subsidiary company at the same level. If an independent director has held the position for 9 years and wishes to be re-appointed as an independent director, he/she shall vacate from the position of director, manager, employee, staff member, adviser who receives a regular salary, or controlling person of the Bank, company in KASIKORNBANK FINANCIAL CONGLOMERATE, subsidiary company, associated company, subsidiary company at the same level, major shareholder or controlling person of the Bank for not less than 2 years.
   In addition, for an independent director who has held the position for less than 9 years, if he/she has vacated from the position for less than 2 years and while over that period, he/she has not been appointed as a director, a manager, an employee, a staff member, an adviser who receives a regular salary, or a controlling person of the Bank, company in KASIKORNBANK FINANCIAL CONGLOMERATE, subsidiary company, associated company, subsidiary company at the same level, major shareholder or controlling person of the Bank, he/she may be reappointed as an independent director but the period, which he/she serves as an independent director must all be counted;
10. Not having any characteristics that prohibit the expression of independent opinion towards the Bank’s business undertakings.

The previous directorial records as an independent director to be brought up for consideration shall comply with the above criteria, except under exemption in accordance with the Notification of the Capital Market Supervisory Board.

After being appointed as an independent director with the characteristics as stipulated above, an independent director may be assigned by the Board of Directors to make a decision on the business operations of the Bank, subsidiary company, associated company, subsidiary company at the same level, major shareholder, or controlling person of the Bank in the form of collective decision.

In case where the appointed independent director has or used to have a business relationship at a value exceeding the specified amount under item 4, the Bank shall obtain an opinion of the Board of Directors indicating that after a consideration in accordance with the principle in Section 89/7 of the Securities and Exchange Act B.E.2535, the appointment of such person does not affect the discharge of duties and the giving of independent opinions, and relevant information has also been disclosed in the notice calling the shareholders’ meeting under the agenda for the election of independent director.

Introduction

The Credit and Investment Committee (Formerly named The Credit and Investment Screening Committee) was formed by a resolution of the KASIKORNBANK PUBLIC COMPANY LIMITED (“The Bank”) Board of Directors in its meeting No. 13/2021 on December 16, 2021.

Purpose

The function of the Credit and Investment Committee is to enhance the discharge of duties of the Board of Directors in order to achieve performance excellence, taking into account business sustainability, as well as the prevalent and future risk environment, and in accordance with good corporate governance practices.

Objective

The Credit and Investment Committee shall approve credit and investment requests up to the threshold, assigned by the Board of Directors, and provide concurrence for other material matters assigned by the Board of Directors before submission to the Board of Directors for approval, for the benefits of the Bank and stakeholders, as well as efficiency and effectiveness of the Board of Directors.

Credit and Investment Committee Structure

The Credit and Investment Committee shall be appointed by the Board of Directors, consisting of directors, as deemed appropriate by the Board of Directors.

Members shall have a term in office per their terms as members of the Board of Directors, and the members vacating office may be re-appointed.

The Board of Directors shall appoint Chairman of the Credit and Investment Committee, who shall be responsible for designating the meeting agenda and leading the meeting, which shall be held at least once a quarter, according to the schedule as deemed fit, where there may be additional meetings as deemed appropriate.

The Chairman of the Credit and Investment Committee shall appoint secretary to the Credit and Investment Committee.

There shall be no less than half of the Credit and Investment Committee members present in the meeting to constitute a quorum.

The Credit and Investment Committee may seek independent advice in cases as deemed necessary, at the Bank’s expenses.

Authorities, Duties and Responsibilities

The Credit and Investment Committee shall have the main duties and responsibilities, as follows:

1. Approve credit and investment requests up to the threshold, assigned by the Board of Directors.
2. Express comments or observations, or inquiries about material matters, assigned by the Board of Directors and provide concurrence before submission to the Board of Directors for approval, in order to assure that benefits of the Bank will be protected without depriving the rights of stakeholders.
3. Provide recommendations or comments over material matters under authority of the Board of Directors, such as credit policy, credit underwriting, credit transactions, and large or material investment projects, per authority prescribed by the Bank.
4. Recommend meeting agenda wherein matters are material and needed for the Board of Directors’ consideration, and has not been included in the Board of Directors Meeting agenda.
5. Perform other duties, assigned by the Board of Directors.

Introduction

The Board of Directors of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”), at Meeting No 9/1998, on June 25, 1998, resolved to establish the Audit Committee under the prime duties to oversee the Bank’s operations in order to assure that transparency and fairness can be achieved for the confidence of shareholders, investors, and all stakeholders.

Purpose

The Audit Committee has been established to assist the Board of Directors in fulfilling its responsibilities as defined in the Board of Directors Charter for the oversight of financial reporting, risk management, internal control system and internal audit and compliance with laws, regulations, and the Code of Conduct to ensure good governance of the KASIKORNBANK FINANCIAL CONGLOMERATE.

Audit Committee Structure

The Board of Directors shall appoint at least 3 independent directors (“Audit Committee members”) to be the Audit Committee. One member shall serve as Chairman. The Chairman of the Audit Committee shall not be the Chairman of the Board of Director, Risk Oversight Committee or Human Resources and Remuneration Committee.

The Audit Committee members shall fully meet the qualifications prescribed by the Securities and Exchange Commission, or the Capital Market Supervisory Board, or the Bank of Thailand, and at least one member shall have sufficient knowledge and experience in reviewing reliability of financial statement.

The term in office of each Audit Committee member shall be in accordance with directorship term at the bank. The Audit Committee members may be re-appointed for another term by the Board of Directors, but the Board shall not consider re-appointing such members automatically.

Meetings will be held at least six times a year. Additional meetings will be convened, as the Chairman deems appropriate.

The quorum of the Meeting shall be no less than half of the Audit Committee members present in the Meeting.

The Chairman of the Audit Committee shall appoint the Secretary to the Audit Committee.

Authorities, Duties and Responsibilities

Authorities

The Audit Committee shall have authority to obtain independent professional opinions or advices for the matters related to its duties and responsibilities, as necessary, at the Bank’s expense.

The Audit Committee shall also have authority to access to any information it requires and to request a meeting with management, employees or external parties, as appropriate

Duties and Responsibilities

1. Review financial reports on a quarterly, semi-annual and annual basis including taxation risk management with management and the external auditor of the Bank in order to ensure that the financial reports are accurate, sufficient, reliable, and in compliance with financial reporting standards and regulatory requirements.
2. Review the effectiveness and appropriateness of risk management processes with risk management unit, in consultation with internal and external auditors.
3. Approve credit review plan and oversee the effectiveness and independence of credit review function.
4. Review the Bank’s operations to see that they are in compliance with Securities and Exchange Acts, SET regulations and standards or banking laws and regulations pertaining to commercial banking business.
5. Review reports of the internal auditors on the effectiveness and efficiency of risk management, internal control system and governance, including sustainable development undertakings; discuss with the internal auditors about audit findings; and review the implementation as per recommendations of the internal auditors, the external auditor, and regulators.
6. Oversee the performance and effectiveness of the internal audit function, including reviewing and approving the Internal Audit Charter, the annual audit plan, and significant changes to the approved plan, considering its independence and the sufficiency of necessary resources, and arranging for an external quality assessment of the internal audit function.
   Consider the qualifications and concur in the appointment, transfer, dismissal, and evaluation of the Internal Audit Head.
7. Consider the qualifications, independence, performance and proposed audit fee of the external auditor and recommend the appointment and termination of the external auditor, including audit fee arrangement to the Board of Directors. In addition, hold at least one meeting a year with the external auditor without the presence of management.
8. Consider the Bank’s policy and procedures in relation to non-audit services from the audit firm of the external auditor and give consent to the engagement of such service to ensure that it will not impair the independence of the external auditor.
9. Follow up and evaluate the reasonableness of acquisition and disposition of assets concerning material transactions, related party transactions, connected transactions, transactions with possible conflicts of interest, and the use of raised fund according to its disclosed objective, in relation to compliance with the laws and regulatory requirements in order to ensure transparency of those transactions.
10. Consider the disclosure of information regarding acquisition and disposition of assets concerning material transactions, related party transactions, connected transactions, conflicts of interest, the use of raised fund or certain Bank’s activities with significant impacts to ensure transparency and appropriateness.
11. Promptly report on behaviour suspicious of fraud or violation of laws by the Bank’s board members and management after receiving the external auditor’s report and ensure that preliminary investigation is carried out. The Audit Committee shall report the results of such investigation to the Securities and Exchange Commission and the external auditor within 30 days from the date of report.
12. Oversee and receive complaint or information submitted directly by stakeholders for attention of the Board of Directors and the whistleblowing through Internal Audit channel.
13. Review the effectiveness of the internal control system and review the validity of self-assessment results on compliance with the anti-corruption policy.
14. Report to the Board of Directors when there is information about the material weaknesses of internal control and oversee the remediation of internal control immediately.
15. Submit minutes of each Audit Committee Meeting to the Board of Directors, and prepare the annual Audit Committee Report, signed by the Audit Committee Chairman, summarizing the year’s activities giving information or data specified by the Stock Exchange of Thailand for disclosure in the annual report of the Bank.
16. Review the Audit Committee Charter at least once a year to appropriately cover its duties and responsibilities and propose any necessary amendments to the Board of Directors for consideration.
17. Annually conduct its performance assessment relative to the Audit Committee’s purpose, duties and responsibilities and report the performance assessment to the Board of Directors.
18. Approve the review of policies as assigned by the Board of Directors.
19. Perform other duties as per regulatory requirements or assignment of the Board of Directors, as agreed by the Audit Committee.

Introduction

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

Objective

The role of the Corporate Governance and Sustainability Committee is to set and review Corporate Governance principles and Sustainable Development as guidelines for business undertakings 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 modes of operation that are the Corporate Governance and Sustainable Development standards of the Bank.

The responsibility of the Corporate Governance and Sustainability 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 and Sustainable Development set by the Bank and official governing agencies consistent with international standards, guidelines for good corporate governance and sustainable development under concurrence by regulatory agencies.

Corporate Governance and Sustainability Committee Structure

The Corporate Governance and Sustainability 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.

Membership term shall be in accordance with directorship term at the Bank, and the member, who vacates office, can be re-appointed.

The Chairman of the Committee shall appoint the Secretary to the Corporate Governance and Sustainability 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 and Sustainability 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 the Bank’s Sustainable Development undertakings.
11. Review and report to the Board of Directors matters related to Corporate Governance and Sustainable Development of the Bank and give opinions on practicing guideline and recommend amendments as deemed appropriate.
12. Ensure effective practice of Corporate Governance principles and Sustainable Development in the Bank.
13. Oversee the good corporate governance of KASIKORNBANK FINANCIAL CONGLOMERATE.
14. Approve the review of policies as assigned by the Board of Directors.

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 and senior management of the Bank.

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

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 independent or non-executive directors. The Board will appoint an independent director as 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.

Membership term shall be in accordance with directorship term at the bank, and the member, who vacates office, can be re-appointed.

The Chairman of the Committee shall appoint the Secretary to the Human Resources and Remuneration Committee.

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 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.
3. Oversee the formulation of policy, criteria and procedure for the nomination of directors and senior management of companies within financial business group.

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 concerning the performance evaluation for salary and benefit reviews of senior management, based on the objectives, duties and responsibilities, and relevant risks, as well as the Bank’s Business Plan that covers the Sustainable Development Targets.
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.
5. Oversee the formulation of policy, criteria and procedure for the payment of remunerations and benefits to directors and senior management of companies within financial business group, consistent with major risks of financial business group.
6. Discuss with the Risk Oversight Committee about a remuneration policy that reflects major risks of financial institutions.

Chief Executive Officer

1. Assist the Board to oversee that there is an effective system in place in evaluating the performance for salary and benefit reviews of Chief Executive Officer based on the objectives, duties and responsibilities, and relevant risks, as well as the Bank’s Business Plan that covers the Sustainable Development Targets.
2. Establish terms and conditions, and compensations for the Chief Executive Officer employment contract.
3. Develop a succession plan for the Chief Executive Officer 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 when considered necessary.

Board of Directors

1. Review the composition, size and diversity of the Board on a regular basis.
2. Seek and nominate, for the Board of Directors’ consideration, qualified candidates having suitable skills, knowledge, competency, and experience, in alignment with our business directions and strategies, as well as sustainable development, for the positions of Directors and members of the Board Committees.
3. 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.
4. Review the remuneration of Board members compatible with objectives, duties and responsibilities, and relevant risks, commensurate with peers and in accordance with KBANK’s policy, to be submitted for subsequent approval by Annual General Meeting of Shareholders.
5. 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.
6. Approve the review of policies as assigned by the Board of Directors.
7. Consider any related matters referred to the Committee by the Board.

Introduction

The Risk Oversight Committee has been established under a resolution of the Board of Directors of KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”) at the Meeting No. 9/2018, held on September 27, 2018.

Purpose

The Risk Oversight Committee (“the Committee”) has been established with the duty to assist the Board of Directors in overseeing that the overall risk management is at appropriate level. The Committee is to assure that the KASIKORNBANK FINANCIAL CONGLOMERATE (“the Financial Conglomerate”) possesses efficient and effective risk management that covers all types of risk as well as emerging risks. In addition, the Committee is responsible for reporting risk information to the Board of Directors.

Objective

In performing its duties, the Risk Oversight Committee shall maintain effective working relationships with the Board of Directors to ensure efficient and effective risk management of the Financial Conglomerate. Each committee member must fully understand his or her responsibilities, as detailed in the Risk Oversight Committee Charter. He or she must be knowledgeable in the Financial Conglomerate business, operation as well as risk management.

Risk Oversight Committee Structure

1. The Risk Oversight Committee shall be appointed by the Board of Directors, comprising not less than 3 directors of the Bank or suitable executives. At least half of them must be either independent or non-executive directors of the Bank, and the Board shall appoint one member, either independent or non-executive director, as Chairman.
2. In order to constitute a quorum, there shall be not less than half of the members of the Risk Oversight Committee.
3. The Chairman of the Risk Oversight Committee shall appoint the Secretary to the Risk Oversight Committee.
4. The Committee shall hold at least one meeting a quarter, and there may be additional meeting as deemed necessary.
5. At least one committee member must possess knowledge, expertise and understanding of risks related to the financial institution business.
6. The term in office of each committee member, who is a Bank director, shall be in accordance with directorship term at the Bank, while that of each committee member, who is an executive, shall be in accordance with the term as approved by the Board of Directors. The committee member, who vacates office, can be re-appointed by the Board of Directors to resume duty as the committee member.
7. The Committee may acquire the service of independent professional advice, when necessary, at the Bank’s expense.

Authorities, Duties and Responsibilities

1. Providing advice for the Bank’s Board of Directors related to the risk governance framework of the Financial Conglomerate.
2. Ensuring that the high-ranking executives and head of risk management function adhere to the risk management policies and strategies, as well as risk appetites.
3. Ensuring that the strategies for capital and liquidity management are consistent with the approved risk appetites.
4. Reviewing and examining the adequacy and effectiveness of the overall risk management policies and strategies, including the risk appetites as well as compliance with laws and regulations at least once a year or upon significant changes. Conducting consultation and exchange of opinions with the Audit Committee to assess whether the overall risk management policies and strategies cover all risk types and emerging risks, and to ensure that the overall policies and strategies of risk management and compliance with law and regulations have been implemented efficiently and effectively.
5. Reporting to the Bank’s Board of Directors on risk positions, risk management efficiency, risk culture assessments and significant matters, as well as corrective actions to address any risk policies or risk strategies compliance issues.
6. Concurring in the appointment, transfer, dismissal, and performance evaluation of the heads of risk management and compliance functions.
7. Approve the review of policies as assigned by the Board of Directors.
8. Performing other duties as determined by the authorities or the Bank’s Board of Directors

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 Vision, Purpose, Statement of Business Conduct and in accordance with good corporate governance principles.

Management Committee Structure

1. The Board of Directors shall appoint the Management Committee under the Bank’s Articles of Association. The Management Committee shall consist of the Chief Executive Officer, President, officials, and persons that the Board of Directors deems appropriate.
2. The Management Committee members shall be persons with requisite qualifications and experiences, and sound judgment that will contribute positively to the management of the Bank’s operation
3. The Chief Executive Officer shall serve as ex-officio Chairman of the Management Committee.
4. The Management Committee Chairman shall appoint the secretary to the Management Committee.
5. The Management Committee shall hold meetings as appropriate but no fewer than once a month, except when there is compelling, reason to do otherwise or when there is no required meeting agenda, or other justifiable reasons.
6. The Meeting quorum shall constitute not less than half of all Management Committee Members attending, and the Chief Executive Officer or his designated substitute shall preside at the meeting
7. It is the duty of all Management Committee Members to attend the Meetings, either in person or by communication systems, as deemed appropriate.
8. The Management Committee may invite responsible or related person(s) to participate in Meetings as deemed appropriate.

Authorities, Duties and Responsibilities

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 assignment by the Board of Directors.
2. The Management Committee shall have the authority to manage the Bank’s business according to set policies and plans,and under the authorization delegated by the Board of Directors as well as the Bank’s delegated operating authority, to ensure that the Bank’s business management can achieve the set target
3. The Management Committee Chairman or persons, assigned by the Chairman, shall report business activities undertaken by the Management Committee to the Board of Directors for acknowledgment. However, the following activities require prior approval of the Board of Directors:
   1. Policy-related issues of the Bank
   2. Issues likely to cause significant changes in the Bank’s business
   3. Certain issues requiring action by the Board of Directors of the Bank in compliance with law
   4. Issues for which action must be taken by the Board of Directors according to the Bank’s rules and regulations
   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.