Corporate Governance Policy Process Practice 6. Board of Directors oversee the bank subsidiary to comply with the bank policy. • • • Board of Executive Directors oversee the bank subsidiary to align with the bank strategy and business plan. NRCC consider and endorse the nomination of the representative director to oversee the subsidiary companies. Subsidiary companies shall adopt the parent company (bank)’s corporate governance policy, conflict of interest and inside information policy, and anti-corruption policy for their implementation • Bank disclose the financial business group structure via the Bank’s website. Board of Directors oversight on Financial Business Group Bank as the parent company of the financial business group aware of the key role on conduct the business in the same business direction and align with the bank’s policies. Board of Directors delegate Board of Executive Directors on the oversight the subsidiary companies according to the business plan, and Board of Directors delegate Nomination Remuneration and Corporate Governance Committee on the oversight the nomination the representative director to the subsidiary companies for business and policy governing. The Board of Directors also approved the nomination of the Banks’ directors to be the Advisory Board in Phahonyothin Asset Management Company Limited (the subsidiary company) to oversee the activities and risk management in the subsidiary. The Advisory Board does not have any business authority in the subsidiary. Board of Directors oversight on Director Nomination Board of Directors annually reviews the board structure. Bank considered that the directors’ skill diversity suitable to the current business direction. The structure of the Board of Directors consists of 5 independent directors, 8 non-executive directors, and 1 executive director. The structure has the check and balance between the Board of Directors and management by clearly indicating role and responsibility for effectiveness oversight. Click here for more information TMBThanachart Bank Public Company Limited 154
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