planning in other companies; to monitor progress of the branding and corporate communications programs; to approve of NPL portfolio sale, to recommend any changes of the organization restructure, and to perform other tasks assigned by the board. Audit Committee (AC) The primary responsibilities of AC are to ensure that the bank has effective internal control system as well as accurate and sufficient financial reporting system; to perform a review to ensure the bank’s compliance with the securities and stock exchange laws, regulations of the SET and the laws relating to the bank’s business; to take charge of the consideration, selection and appointment of an independent person to perform as the bank’s auditor; to propose remuneration for the auditor; to supervise the bank’s internal audit function; to concur the hiring, transferring, removal of Head of Audit, and to perform other tasks as assigned by the board. The chairman of the audit committee must not be the chairman of the Board of Directors, Risk Oversight Committee or Nomination, Remuneration and Corporate Governance Committee, Nomination, Remuneration and Corporate Governance Committee (NRCC) The primary responsibilities of NRCC are to screen and recommend to the board candidates for appointment as directors, as members of Board committees, as CEO and some senior management positions; to review remuneration for directors and senior management to be consistent with the bank’s culture, sustainable objectives, strategies and internal control environment; to review good corporate governance policies to ensure effectiveness; and to perform other tasks as assigned by the board. Risk Oversight Committee (ROC) The primary responsibilities of ROC are to oversee and give advice to the board on risk appetite, risk tolerance, risk strategy, risk management system, risk control and monitoring, risk identification, evaluation, collection, control and report; to align strategies with the bank’s risk management policy; to ensure appropriate risk level of financial institution; to maintain culture that supports appropriate risk management by implementing procedures, providing training and conducting leadership actions to enable all employees to realize the wide impacts of their actions on the bank and their business unit; and to perform other tasks as assigned by the board. Credit Committee (CC) The primary responsibilities of CC are credit approval, correction and restructuring, NPL write-off, NPA acquisition/transfer, NPA sales and NPA write-off which exceed the management’s approval authority. The CC also has responsibility to review specific credit proposals before submission for the board’s approval; to review the credit decisions of the management’s credit committee; to approve credit risk and other related risks for transactional investments or underwriting commitments which exceeds the management’s approval authority. 186 TMBThanachart Bank Public Company Limited
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