The Bank established a balance of power between the Board of Directors and the management by requiring the Chairman of the Board to be Independent director or non-executive director. The Chairman of the Board is not involved in the Bank’s regular management, which is According to the principle of separating duties between supervision and administration. In addition, the Bank has set the role and duties of the chairman. The Chairman shall be the chairperson over the Board of Directors’ meeting and ensures that the Board meetings run efficiently. Roles and Responsibilities of Chief Executive Officer The Chief Executive Officer’s principal duties are to implement the Bank’s strategies, plan, and ensure the smooth functioning of the Bank according to the policies set by the Board. The Chief Executive Officer has ultimate responsibility for the performance of the Bank. Executive Succession Plan The executive succession plan is prepared by the Bank as it is a key composition of the personnel strategic planning. The Bank has policy, work plans, and procedures in connection with its vision, mission and business goal as well as organizational culture to ensure that the executive succession is carried out smoothly and the succession personnel shall be prepared to ensure continuous operations of the Bank. Board of Directors Board of Directors regularly monitors the management’s implementation to ensure that the Bank’s vision & mission and strategies is effectively, efficiently and sustainably achieved. Principles of Corporate Governance of the Bank 1. The Bank shall operate business with care, efficiency, and effectiveness for stability and sustainable growth in accordance with its organization culture, WE CARE: We care about customers’ financial well-being enough that we dare to do things differently. We are customer-centric in everything we do to truly improve their financial well-being. 2. The Bank shall operate business in compliance with good corporate governance principles without fraud and corruption, and based on key fundamentals of accountability, responsibility, equitable treatment, loyalty, and transparency. 3. The directors and employees shall protect the Bank’s benefits, whilst taking into account the benefits, rights and equality of stakeholders. This will enhance the confidence of both domestic and foreign investors and contribute to an increase of the Bank’s share value. 4. The Bank shall operate business in compliance with laws, rules and regulations, and relevant regulatory requirements. 5. The Bank shall determine guideline to treat the stakeholders with fairness and transparency. 6. The Bank shall prevent any conflict of interest among the Bank, directors, employees and stakeholders, and to determine scope of responsibilities of the Board and executives to stakeholders. 7. The Bank shall determine comprehensive operational procedures, efficient internal control, as well as risk management system at international standard. 184 TMBThanachart Bank Public Company Limited
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