Duty of Representative Directors 1. All representative directors shall not receive any remuneration in terms of cash and non-cash for being representative directors. 2. Attend all Group Companies’ Board meetings to determine the Group Companies’ Policies and Strategies to align with the Bank, which a lead director will work with 2.1 Strategy and Transformation to ensure timely communication of direction and strategy from the Bank to representative Directors regarding business matters. 2.2 Related Chief/BU regarding oversight in TTB risk management area shall regularly report the summary of risk issues of the group companies to ROC of the bank every 6 months or as deem appropriate. 3. Supervise the operation of the subsidiaries to be compliance with Bank’s policies, plans, rule and regulation efficiently and effectively, as well as ensure no Conflict of Interest issue. 4. Propose policy, strategy, performance and opinion to the Bank. 5. Report performance of the subsidiaries or any material change that may have an impact on the Bank such as capital increase/decrease of the subsidiaries, business sale and purchase/merging, change in financial status, change in business group or change in rules/regulatory bodies/specific laws of each business. 6. Monitor and protect all benefits of the Bank. 7. Other duty as specified by the Bank. Transactions that requires approval by the Bank before Voting in the subsidiaries’ Board Meetings 1. Policy and strategy that will significantly impact on going business operation or nature of business. 2. Increase or decrease of registered capital. 3. Approvals of dividend payout. 4. Investment or divestiture of other business which subsidiary holds more than 10% of paid-up capital. 5. Selling of core asset. 6. Entering into business contract/agreement that is worth more than 15% of net tangible asset (NTA). 7. Liquidation/Debt Moratorium/Bankruptcy. 8. Transactions related to the Bank and connected persons to the company following Compliance Policy. 9. Borrowing transaction over 15% of NTA and Letter of Guarantee to third party with transaction over 15% of NTA. 10. Change of image, business format or brand. 11. Other matters that have significant impacts on the Bank’s business and the liability for representative directors. Subsidiaries Supervision The Bank has determine the management and control structure of the subsidiaries in aspect of generating strategic plan and nominating representative directors to jointly manage the subsidiaries and reorganize to take responsibility of the subsidiaries as appropriate. 221 Form 56-1 One Report 2021
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