6.3 Development of Corporate Governance 6.3.1 Significant Development of Corporate Governance and Board of Directors Charters The Bank establishes and reviews corporate governance policy annually. In 2021, the Board of Directors approved the reviewed policy which incorporated the bank industry code of conduct revised by the banker association in 2020. The Bank considers the good corporate governance for the listed company (CG Code) and applied such 8 principle including banking industry code of conduct which was revised in 2020 to the continuously governance measure. • Ensure engagement and communication with shareholders (rights of shareholders, equitable treatment of shareholders) • Nurture innovation and responsible business • Ensure disclosure and financial integrity • Establish clear leadership role and responsibilities of The board • Ensure effective CEO and people management • Define objectives that promote sustainable value creation • Strengthen board effectiveness • Strengthen effective risk management and internal control 6.3.2 Rationale for failures to implement certain Corporate Governance principles The Bank established the corporate governance according to CG Code for listed companies 2017 issued by the Securities and Exchange Commission and the Stock Exchange of Thailand, and Corporate Governance for the listed companies issued by the Thai Institute of Directors. There were some practices which differed from those guidelines of the good corporate governance principles due to the following reasons: 1. Practice guideline which limited the number of directors to 12: The Bank’s consideration: As of December 31, 2021, The Bank had 14 directors as per the resolution of the Extraordinary General Meeting (EGM) of Shareholders No. 2/2019 dated November 28, 2019. The EGM approved the increased number of directors from 12 to 14 in order to align with the proportion of the changes of the shareholders according to the business transfer project from Thanachart Bank to TMB Bank. 2. Practice guideline on complete disclosure of shareholders in detail: The Bank’s consideration: Regarding nominee shareholders, it was a normal practice of foreign investors to have a custodian to look after the shares. Therefore, the Bank was unable to disclose their information according to the aforesaid rationale. 3. Guidelines which require directors and executives to notify the Board of Directors 1 day in advance before trading the Bank’s securities. The Bank’s consideration: The Bank complied with the rules and regulations which required the directors and executives to report their interest and their related persons’ interest to the Bank. Also, the Bank has established the corporate governance policy which requires the directors, executives and 161 Form 56-1 One Report 2021
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