8.1.3 Subsidiaries Supervision The Bank has considered nominated 11 executives to be representative directors in 2 subsidiaries namely Phaholyothin Asset Management Company Limited and TMBThanachart Broker, which the mentioned executives who have been nominated and approved by the Bank’s Board of Directors from time to time. The determined scope of duties and responsibilities of the representative directors and important transactions such as connected transaction, acquisition and disposition of asset, disclosure of information were defined in the Consolidated Supervision Policy which was approved by the Board of Directors. Representative Director Appointment The objective is to manage and control the subsidiaries carefully under consolidated supervision policy, the Bank sets guideline of representative director appointment as follows: 1. The Bank nominates directors by proportion of the Bank’s shareholding. 2. Chairman of the Board must be appointed by the Bank’s Board of Directors. 3. Managing Director or Chief Executive Officer’s nomination must be endorsed by the Bank’s Board of Directors. (The nomination of Managing Director of all companies in Solo Consolidation Group must be approved by the Bank of Thailand). 4. Chief supervising the subsidiaries companies proposes the Bank’s executives as representative directors by: • Propose to the Board of Directors (BoD) the appointment of new representative directors through Chief Executive Committee (CEC), and Nomination, Remuneration and Corporate Governance Committee (NRCC) respectively or other guidelines that will be set up by the Board of Directors in the future. • Review of existing representatives, propose to NRCC for approval with CEC endorsement and BoD acknowledgment. 5. The Bank may consider appointing outside expert to be a director as appropriate. 6. Representatives core qualifications: • The person with no conflict of interest with the company business (declared in CG 001-01 (1) form) • The person with no prohibited characters (referred to BOT requirements) • The person who in relevant function(s) or the company business is in area of expertise • The person who complied with specific authority requirement (if any) i.e. SEC and OIC 7. The person who is appointed to be a representative director could be appointed as managing director or authorized director or others. However, such person must not be appointed in aforementioned positions in more than 3 business groups. 8. Bank’s representative director has no conflict of interest with the Company to which the Bank will send the representative director. 220 TMBThanachart Bank Public Company Limited
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