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 Management’s proposed strategic options and approve major issues in respect of KASIKORNBANK FINANCIAL CONGLOMERATE 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) Find and appoint successor of the Chief Executive Officer and President and appraise the performance of the Chief Executive Officer and President 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 but 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.
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.
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.
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.
The duties of the Chairman of the Board:
- Summon 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;
- Preside over the Board of Directors meeting;
- Promote CG standards of the Board of Directors;
- Preside over the Shareholders meeting and conduct the meeting in compliance with the Bank Articles of Association and follow the sequence of the agenda;
- Promote good relationships between the directors and between the directors and management;
- Supervise efficient communications between the directors and shareholders;
- Perform the duty specified by law as the duty to be performed by the Chairman.
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 partnership. Whereas the Chief Executive Officer and President are responsible to the Board for the day-to-day management of the Bank involving operational planning, decisions and implementation, the Board provides strategic oversight, tactical input and monitoring of implementation and results.
Management is responsible for the day-to-day operations of the Bank. The role of the Board is to ensure that management is working in the best interests of the Bank and its stakeholders by working to enhance corporate economic value.
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. There may be extra meetings as deemed appropriate to discharge their responsibilities. 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 avoidable 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.