• The Bank transparent discloses the information on website which complies with certain criteria such as Bank’s Articles of Association, Shareholding structure, Director and their holding of the Bank’s security, Annual report which is published within 120 days after the fiscal year ended. The Bank also discloses the long-term goals, financial and operational reports, performance indicators, nature of business, business group, key risk indicator, dividend payout policy, whistleblowing policy, director profile, management compensation, director remuneration which is disclosed in detail by each director, director training and development during the year, related party transaction and the director interest reporting, investor relation etc. • The Board of Directors aware of the duties in oversight the business in accordance with the good corporate governance practice as follows: ■ Approve vision and mission ■ Engage Thai Private Sector Collective Action Coalition ■ Establish the corporate governance policy, risk management policy, conflict of interest policy, code of conduct for director and employee, policy with respect to managing director having position in other companies ■ Establish qualification of independent director, director nomination criteria according to business strategy ■ Establish the discriminate role between director and management function ■ Disclose the Board of Directors authority and process to assess the Board of Directors performance ■ Assessment CEO annual performance ■ Arrange the orientation for new director and continuous director development ■ Set up Compliance and Internal Audit Function as well as Company Secretary ■ Arrange the annual meeting schedule and disclose the detail of meeting participation of each director, arrange the meeting among director without executive director ■ Board of Directors consider the adequacy of the internal control and risk management measure and disclose via the annual report, the report of Board of Directors’s responsibility regarding the financial statement is prepared and Audit Committee also express the opinion for the overall measurement ■ Establish the Stock retention program which grant the right to management to purchase on the Bank’s stock with a period of 3 years • Others ■ The group structure did not design in the structure that might lead to any conflict of interest. ■ Board oversight the mechanism for establishment of the employee provident fund. ■ There was no violation of the labor law, consumer law, competition law, environment law. ■ There was no punishment by the regulator because of late disclose the important information. ■ BOD annually reviewed the Bank’s vision, mission, strategy. ■ BOD monitored the implementation of the Bank’s strategy via the sub-committee. ■ There was no violation of SEC, SET rules. ■ There was no non-executive director’s resignation because of the corporate governance issue. ■ There was no negative reputation because of the failure of Board of Directors’ oversight. TMBThanachart Bank Public Company Limited 164
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