The Board is accountable to all shareholders. Each director represents all shareholders, and is expected to participate in the governance of the Bank both independently and objectively for the benefit of all shareholders and other key stakeholders.

The role of the Board is to oversee the Bank’s management, ensuring that management are continually striving for superior performance, taking into account risk.

The function of the Board is to:

• a) 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
• b) Review and approve Management’s initiated annual Business Plan, Capital Expenditure Budget and other performance goals
• c) Oversee and balance the emphasis given to short and long term objectives
• d) Nominate and appoint successor of the Chief Executive Officer and appraise the performance of the Chief Executive Officer as well as ensure that there is an effective process for evaluating the performance of senior executives
• e) Monitor the performance of the Bank, progress towards the achievement of the Bank’s objectives and compliance with policies and procedures, and with applicable laws and regulations
• f) Monitor the risk management framework including the effectiveness of internal controls
• g) Approve major corporate initiatives
• h) Ensure an appropriate system for effective communications with stakeholders and the public.

The Board is to comprise: 1) Executive Directors, 2) Non-Executive Directors, and 3) Independent Directors, numbering not less than one-third of all Directors and no less than three Directors.

The directors shall have a range of skills and experience to bring independent judgement, effective leadership and considerable knowledge to the Board’s discussions. On appointment, each director shall receive information about the Bank and clarification of legal and regulatory constraints and other obligations of a director of a listed company of the Stock Exchange of Thailand.

Directors may take independent professional advice at the Bank’s expense, in appropriate circumstances.

The Board of Directors shall appoint the Corporate Secretary who can be an outside person.

All of the directors shall have access to the advice and services of the Corporate Secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.

All of the directors shall have access to the advice and services of the Corporate Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with.

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 duties 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 law as the duty to be performed by the Chairman.

The duties 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.

There is to be a clear division between the responsibilities of management and of the Board. The Board shall not ordinarily become involved in management issues or in managing the implementation of Board policy. The Board’s role includes the task of monitoring management in such a manner as to ensure that appropriate policies and processes are in place, that they are operating effectively and that the Bank is meeting its responsibilities to all stakeholders.

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.

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 duties of the full Board include:

• a) 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. A program of meetings shall be prepared and agreed each year, which ensures that each of the significant responsibilities of the Board is addressed
• b) regularly reviewing the corporate strategy of the Bank
• c) receiving a detailed assessment of the Bank’s performance, the significant issues confronting each business unit within the Bank, and such other information that enables them to discharge their responsibilities.

he directors will be provided with appropriate and timely information in advance of each Board meeting so that they can maintain full and effective control over strategic, financial, operational, compliance and governance issues. Any additional information requested by directors will be provided.

The Board’s performance shall be assessed by the Board as a whole. and each Individual Directors.

Term of Bank directorship, 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 by shareholders meeting.

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.

The Credit and Investment Committee shall comprise directors, as deemed appropriate by the Board of Directors. The role of the Credit and Investment Committee is 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, such as credit policy, credit underwriting, credit transactions, and large or material investment projects, per authority prescribed by the Bank, before submission to the Board of Directors for approval. The Credit and Investment Committee shall also perform other duties 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.

The Board shall be assisted in the discharge of its duties by various Board Committees. The purpose of each board committee is to consider, in greater depth than is practicable at Board meetings, matters for which the Board retains responsibility.

The type and composition of Board Committees shall be reviewed by the Board.

A description of the existing Board Committees, each of which operates under terms of reference or charters approved by the Board, is given below

The minutes of all meetings of Board Committees shall be submitted to the Board for acknowledgement. This provides directors with an opportunity to receive additional information or to comment and express views on issues being addressed at Board Committees level.

The Corporate Governance and Sustainability Committee shall comprise Board members as appointed by the Board of Directors. Its main responsibility is to oversee the Bank’s business practice and the conduct of the Board of Directors, Board committees as established by the Bank, the management, and employees to ensure compliance with the Statement of Corporate Governance Principles and Sustainable Development, laws and regulations, policies of government agencies or institutions supervising commercial banks, as well as the Bank’s policies.

To undertake the above duties and responsibilities, the Corporate Governance and Sustainability Committee shall set and review the Code of Conduct of the Bank, as prescribed under the Statement of Corporate Governance Principles. These include the duties to review policies, principles and guidelines for the good Corporate Governance Practices, to recommend ethics and Code of Best Practices in business undertaking to the Directors, the management and employees, to ensure effective consistency and compatibility with the businesses of the Bank under the Statement of Corporate Governance Principles and Sustainable Development, and to supervise the Bank’s Sustainable Development undertakings. The Corporate Governance and Sustainability Committee shall report to the Board of Directors matters related to Corporate Governance and Sustainable Development of the Bank, give opinions on practicing guideline and recommend amendments as deemed appropriate. It shall also have to review public announcement related to good Corporate Governance of the Bank to stakeholders and general public.

The Audit Committee shall comprise only Independent Directors. The principal responsibilities include reviewing financial statements on a quarterly, semi-annual and annual basis, overseeing the risk management system, internal control system and internal audit, credit review, and compliance with applicable laws, regulations and the Bank’s Code of Conduct, following up and evaluating the reasonableness of acquisition and disposition of assets concerning material transactions, related party transactions, connected transactions, or transactions with possible conflicts of interest, and the use of raised fund according to its disclosed objective, including overseeing and receiving complaint or whistleblowing information of inappropriate activities or wrongdoings, to ensure good governance of the KASIKORNBANK FINANCIAL CONGLOMERATE. In addition, the Audit Committee is responsible for considering and proposing the appointment and termination of external auditor, including audit fee arrangement.

The Audit Committee can access to any information and invite management, employees, or external parties to attend Audit Committee meetings, as appropriate. The meeting with the external auditor without the presence of management is held at least one meeting a year.

The Human Resources and Remuneration Committee shall comprise Independent or Non-Executive Directors. It shall be responsible for recommending to the Board the nomination of candidates with proper qualifications for director position, in alignment with our business directions and strategies, as well as sustainable development, and the remuneration of the Board of Directors to propose for the meeting of shareholders’ approval. The Committee will also formulate the remuneration policy and the terms of employment for the Chief Executive Officer and senior management of the Bank, ensure the existence of the performance evaluation for salaries and benefits reviews, in line with the objectives, duties and responsibilities, and relevant risks, as well as the Bank’s Business Plan that covers the Sustainable Development Targets, including overseeing the formulation of policy, criteria and procedure for the nomination and payment of remunerations and benefits to directors and senior management of companies within financial business group.

The Human Resources and Remuneration Committee will recommend the succession of the Chief Executive Officer, when considered necessary, and review the succession plan for senior management and key staff, to be submitted to the Board of Directors, and will monitor the implementation of the Bank's human resources vision and strategy including management development program.

The Risk Oversight Committee consists of directors or executives and shall be appointed by the Board of Directors. The Committee shall be responsible for assisting the Board of Directors review and examine that the KASIKORNBANK FINANCIAL CONGLOMERATE (“the Financial Conglomerate”) has the adequacy and effectiveness of the overall risl management policies and strategies, including risk appetites as well as compliance with laws and regulations. The Committee must also assess whether the overall risk management policies and strategies cover all risk types and emerging risks.

The Risk Oversight Committee shall have the duty to ensure that the high-ranking executives and head of risk management function adhere to the risk management policies and strategies, and to ensure that the strategies for capital and liquidity management are consistent with the approved risk appetite. The Committee must regularly report 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.

The Board and senior management of the Bank have placed an emphasis on promoting of an appropriate business culture, recognizing the importance of risk management and the adequacy of the internal control system in every business undertaking. This leads to the formulation of written policies, procedures and operational manuals as means to communicate with employees on a regular basis. Risk appetite and key risk limit shall be set. Control activities shall be set as an integral part of day-to-day operations. Well established budgeting and forecasting procedures shall be in place and reports shall be presented regularly to the Board detailing:

• a) overall strategy
• b) business plans
• c) results of each principal business unit
• d) variances against budget and prior year, and
• e) other performance data.

The Board has approved a Code of Conduct that is in line with Core Values, and in compliance with laws and regulations. All employees shall have access to a copy of this Code of Conduct and are expected to observe high standards of integrity and fair dealings in relation to stakeholders. The Code forms part of the Bank’s compliance framework which shall include policies and standards for compliance with rules and regulations.

The Board has approved a policy that imposes restrictions on trading in the securities and stock futures of the Bank and other organizations where access to price sensitive information could constitute insider trading. The policy shall include an agreed upon time frame during which the buying and selling of the Bank’s shares and stock futures is permitted. This includes a report on trading in securities and stock futures by directors and senior management of the Bank, under good corporate governance principles.

Any conflict of interest or potential conflict, or the conduct of related transactions, or being as part of or involved in transactions subject for consideration by the Bank, that a director may have, shall be declared to the Board by said director so immediately that conflict is recognized. Directors involved shall not take part in decisions relating to business activities in which they have a personal interest. In general terms, the directors must act in the Bank’s best interests.

The Board recognizes the importance of all shareholders’ rights and strictly adheres to a policy on treating all shareholders equally and fairly, according to related laws and the Articles of Association of the Bank, which cover basic legal rights. Aside from the basic rights, the Bank places great importance on disclosure with shareholders. To that end, the Bank circulates each year, along with the annual report and information explaining features of the Bank’s performance in the previous year. The Annual General Meeting shall function as an opportunity to communicate with all shareholders, who are encouraged to attend the Annual General Meeting. The Bank also communicates with investors and other stakeholders via the KBank website ( www.kasikornbank.com )