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: customers, shareholders, employees, service providers and the community.
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 partnership. Whereas the Chief Executive Officer and President are responsible to the Board for the day-to-day management of the Bank in relation to operation planning, decision making and implementation, the Board provides strategic oversight, tactical recommendation and monitoring of implementation and results.
It is the intention that the Board, in cooperation with management to conducts the affairs of the Bank with determined effort to achieve performance excellence, taking into account Business sustainability as well as the prevalent and future risk environment, consistent with the Bank's statement of Vision, Mission and Business Conduct and in accordance with good corporate governance practices.
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 comprise of: 1) Executive directors, 2) Non-executive directors, and 3) Independent directors, for not less than one-third of all directors but 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 can be either an executive or a non-executive director and the Chairman of the Board and Chief Executive Officer can be one and the same person. The Chief Executive Officer and the President can also be one and the same person.
The Board of Directors shall appoint the Independent Directors Committee and an Independent director as Lead Independent Director, under recommendation by Independent directors, in order to maintain a check-and-balance between the Board and the management.
One-third or the proportion closest to one-third of all directors shall vacate office at each of the Annual 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 position 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. 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.
The roles and responsibilities of the Board are clearly delineated. The areas and manner of the Board’s involvement to obtain the maximum effect from corporate governance, which should cover the following:
Authorities, duties and responsibilities of the Chairman of the Board
Authorities, Duties and Responsibilities of the Board
The Independent Directors Committee was formed by the resolution of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”) Board of Directors, in its meeting No 1/2013 on January 31, 2013.
The function of the Independent Directors Committee is to ensure the Board of Directors’ performance in compliance with the Good Corporate Governance Principles, affirming shareholders, investors and stakeholders of the Bank’s transparency in business management and fair benefits for all parties.
The role of the Independent Directors Committee is to oversee the Bank’s overall interest ensuring fair benefits for each shareholder, maintain checks and balances between the Board of Directors and the Management, and protect shareholders’ rights by offering recommendations and views on significant matters beneficial to the Bank, investors and minor shareholders with independence, transparency and freedom from involvement in any interest. This will assist the Board of Director to perform with greater efficiency and effectiveness.
The Independent Directors Committee shall be appointed by the Board of Directors, comprising all members of the Bank’s independent directors. Recommended by independent directors, the Board of Directors shall appoint one of the independent directors as Lead Independent Director.
Members shall have a term in office as per their term as members of the Board of Directors; Consecutive terms shall not exceed 9 years.
The Lead Independent Director shall appoint the Secretary to the Independent Directors Committee.
The Lead Independent Director will approve the setting of agenda for the Independent Directors Committee Meeting and will lead the meeting, which will be held at least once a quarter. Additional meetings shall be held as deemed appropriate.
There shall be no less than half of the Independent Directors Committee members present in the meeting to constitute a quorum.
The Lead Independent Director may authorize one or several independent directors to oversee important matters prior to proposing to the Board of Directors.
The Independent Directors Committee may request for independent professional advice, as appropriate, at the Bank’s expense.
Independent directors shall possess appropriate qualifications and experience with non-bias discretion, fairness, and other qualifications as per “Definition of Independent Directors” stipulated by regulatory agencies and the Bank.
The Lead Independent Director and independent directors shall have duties and responsibilities stipulated by the Board of Directors as follows:
The Lead Independent Director
The Bank has defined the qualification of “Independent Director” more restrictive than the criteria set by the Capital Market Supervisory Board and in accordance with the Bank of Thailand’s criteria, as follows:
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.
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.
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 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 Secretary of the Audit Committee shall be a designated First Vice President position or higher under the Compliance and Audit Division.
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
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.
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 Sustainable Development, and with provisions or policies of the official governing agencies or institutions supervising commercial banks.
The role of the Corporate Governance 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 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.
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.
Membership term shall be in accordance with directorship term at the Bank, and the member, who vacates office, can be re-appointed.
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.
The principal roles and responsibilities of the Corporate Governance Committee are:
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.
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.
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.
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.
Membership term shall be in accordance with directorship term at the bank, and the member, who vacates office, can be re-appointed.
The Secretary of the Committee shall be the Human Resource Division Head.
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.).
The Committee shall have the principal responsibilities as follows:
Chief Executive Officer and President
Board of Directors
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.
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.
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.
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.
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, Mission, Statement of Business Conduct and in accordance with good corporate governance principles.
The Board of Directors resolved to appoint Dr. Adit Laixuthai as Corporate Secretary and Secretary to the Board of Directors. He has suitable knowledge, qualifications, and experience to perform this function. The Office of Corporate Secretary, Corporate Secretariat Division, is a unit supporting the secretarial function of the Bank