3. Appointment of Member of the Board Committees For appointment of board committees’ members, the Nomination, Remuneration and Corporate Governance Committee shall consider and endorse the nominees before submission for approval and appointment by the Board of Directors. The selection is based on the expertise specifically required for each particular board committee. Members of the board committees shall have professional skills, specific experience, and free from conflict of interest. In addition, each committee shall have the composition and qualifications as prescribed by the regulatory criteria as well as Board Skills Matrix. 4. Recruitment of Executive In the appointment process of the executive at “Head of” level and above, the Nomination, Remuneration and Corporate Governance Committee is responsible for consideration to acquire and screen the qualified persons from both internal and external sources as defined by the Bank’s rules and regulations. Moreover, criminal and NCB checked are required. Then the nominated persons will be proposed to the Board of Directors for approval as well as other required functions to comply with laws and regulations of government authorities related to financial service business. The succession plan for key positions has been established and reviewed annually. In this regard, the recruitment process to fill the position of the executive who will soon complete a specific term shall be made by the Nomination, Remuneration and Corporate Governance Committee duly in advance. Performance Appraisal of the Chief Executive Officer Nomination, Remuneration and Corporate Governance Committee has been assigned to appraise the CEO’s performance as well as year-end 2021 in area of profitability, cost efficiency, ability to generate future income, risk management, digital transformation, people’s culture, and sustainability. Assumption of Position in Other Companies by Chief Executive Officer The Chief Executive Officer of the Bank shall perform full-time duties for the Bank. An assumption by the Chief Executive Officer of any position in other companies or organization shall require approval by the Board. Terms of Directorship The terms of directorship shall be in accordance with Clause 17 of the Bank’s Article of Association which states that at each annual general shareholders’ meeting, at least one third of the directors shall retire. Should the total number of directors cannot be divided exactly by 3, the number of directors closest to the 1/3 ratio shall apply. Retiring directors may be re-elected term of directorship for independent director was indicated in the bank policy that each independent director shall have term of directorship not longer than 9 consecutive years starting from the appointed date. If any independent director has its term of directorship for 9 consecutive years, he or she is required to retire for at least 2 years prior to be re-elected as independent director. 204 TMBThanachart Bank Public Company Limited
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