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, Purpose 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, who have qualifications per the definition of “Independent Director”, as attached, 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 independent or a non-executive director and the Chief Executive Officer and the President can be one and the same person.
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 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 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.
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.
The function of the Credit and Investment Screening 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.
The Credit and Investment Screening Committee shall examine credit and investment requests under authority of the Board of Directors, and other material matters, assigned by the Board of Directors, in order to provide concurrence 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.
The Credit and Investment Screening Committee shall be appointed by the Board of Directors, consisting of Independent and Non-Executive 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 a Chairman of the Credit and Investment Screening 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 Screening Committee shall appoint a secretary to the Credit and Investment Screening Committee.
There shall be no less than half of the Credit and Investment Screening Committee members present in the meeting to constitute a quorum.
The Credit and Investment Screening Committee may seek independent advice in cases as deemed necessary, at the Bank’s expenses.
The Credit and Investment Screening Committee shall have the main duties and responsibilities 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 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
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.
The Chairman of the Committee shall appoint the 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:
HR Strategy
Remuneration Strategy
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, Purpose, 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