Non-Executive Directors and Independent Directors’ Meeting (Without Executive Directors) Non-executive directors and independent directors had allocated time to meet among themselves without involvement of the executive directors to discuss key issues and to align with the good corporate governance principle. In 2021, there were 4 meetings: No. 1 on 27 January 2021, No. 2 on 25 May 2021, No. 3 on 23 August 2021, and No. 4 on 28 October 2021. In addition, on 14 July 2021 and 23 December 2021, the Bank arranged meetings between the Chairman of the Risk Oversight Committee and the Chairman of the Audit Committee as an open floor discussion regarding the assessment on the effectiveness and efficiency of the Bank’s risk management. Remuneration for Directors The Bank has fairly set the directors’ remuneration criteria, compositions and amounts based on Fiduciary Duty at appropriate level. In addition, the directors’ remuneration shall be in accordance with accountability and responsibility of the directors compared with the companies in the same industry and similar size. In addition, directors’ remuneration must be sufficient and attractive to nominate qualified directors and retain directors who has knowledge and capability to perform their duty and dedicate themselves to contribute to the Bank. The Nomination, Remuneration and Corporate Governance Committee has reviewed the directors’ remuneration on an annual basis, and then propose to the Board for endorsement and also put it in agenda of the Annual General Meeting of Shareholders for approval annually. Directors’ Remuneration Criteria 1. Monthly fee consist of 1.1 Retaining fee = Director is entitled to the retaining fee for one position only. 1.2 Committee fee = Director is entitled to the committee fee for every board and committee that he/she sits on. 2. Attendance fee = Director is entitled to the attendance fee for every meeting where he/she is present. 214 TMBThanachart Bank Public Company Limited
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