8. The Bank shall accurate, complete and timely disclosure of the Bank’s financial report and information affecting the decision-making. Roles and Responsibilities of the Board of Directors The Board has delegated the management and day to day running of the Bank to the Chief Executive Officer including implementation of the strategy approved by the Board. The Board plays an important role in determining policies and overseeing the Bank to ensure appropriate and adequacy process and resources to enable operations in accordance with those policies, and to ensure monitoring, control, and audit of the implementation. In addition, The Board approves vision, mission, and strategy and ensure that vision, mission, and strategy are implemented by management. The Board shall review vision, mission, and strategy annually according to the change of economy and business competition. The Board of Directors authority according to the Article of Association and the resolution of the shareholders’ meeting concerning the following matters shall be passed by the votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having voting rights: (1) Sale or transfer of the whole or a substantial part of the Company’s business to other persons (2) Purchase or acceptance of the transfer of business from other public companies or private companies to the Company (3) Conclusion, amendment or termination of contracts relating to the lease of the whole or a substantial part of the business of the Company; assignment to any other persons to undertake the business of the Company; or consolidation of business with other persons with the objective of profit and loss sharing (4) Increase of registered capital through issuance of new shares (5) Decrease of registered capital through reduction of par value of each share or the number of shares, but to the extent not lower than that prescribed by the law (6) Borrowing through issuance of debentures to the public (7) Amalgamation of the Company with other public or private companies (8) Dissolution of the Company; and (9) Amendment to the Memorandum of Association or the Articles of Association of the Company. Role of the sub-committee describe in Committee Charters which discloses via the Bank website. Summary of role are as follow. (Appendix 5: Corporate Governance Policy, Code of Conduct, Master Committee Charter were disclosed via the Bank’s website: https://www.ttbbank.com/en/about-us/scope-and-responsibility) Board of Executive Directors (BoED) The primary responsibilities of BoED are to review and propose annual budget, business plan and capital planning, to perform tracking by business lines; to monitor performance of the subsidiaries, to review and propose or approve large-scale investment scheme relating to the plan and strategy under its authority, to review and propose new business plan which is the bank’s business strategy, to prepare investment 185 Form 56-1 One Report 2021
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