Roles and Responsibilities of the Board

​​​Board of Directors
1. Mr. Banthoon LamsamChairman of the Board and Chief Executive Officer
2. Professor Khunying Suchada KiranandanaVice Chairperson and Lead Independent Director
3. Ms. Sujitpan LamsamVice Chairperson
4. Mr. Predee DaochaiDirector and President
5. Mr. Teeranun SrihongDirector and President
6. Ms. Kattiya IndaravijayaDirector and President
7. Mr.Pipit AneaknithiDirector and President
8. Professor Dr. Yongyuth YuthavongIndependent Director
9. Dr. Abhijai ChandrasenDirector and Legal Adviser
10. Professor Dr. Pairash ThajchayapongIndependent Director
11. Sqn.Ldr. Nalinee Paiboon, M.D.Independent Director
12. Mr. Saravoot YoovidhyaIndependent Director
13. Dr. Piyasvasti AmranandIndependent Director
14. Mr. Kalin SarasinIndependent Director
15. Ms. Puntip SurathinIndependent Director
16. Mr. Wiboon KhusakulIndependent Director
17. Ms. Suphajee SuthumpunIndependent Director
18. Mr. Sara LamsamNon-Executive Director

Introduction

The Board of Directors of KASIKORNBANK PUBLIC COMPANY LIMITED (“the Board”) strongly believes that good corporate governance will enhance the performance of the Bank, and is central to achieving the Bank's principle objective of maximizing shareholder value.

The Board is responsible, by law, for governing the Bank’s business conduct, and responsible to all the Bank’s stakeholders: customers, shareholders, employees, service providers and the community.

The Management is responsible for the day-to-day operations of the Bank. The role of the Board is to ensure that management operates in the best interests of the Bank and its stakeholders by working to elevate corporate economic value of the Bank.

The relationship between the Board and management is one of partnership. Whereas the Chief Executive Officer and President are responsible to the Board for the day-to-day management of the Bank in relation to operation planning, decision making and implementation, the Board provides strategic oversight, tactical recommendation and monitoring of implementation and results.


Objective

It is the intention that the Board, in cooperation with management to conducts the affairs of the Bank with determined effort to achieve performance excellence, taking into account the prevalent and future risk environment, consistent with the Bank's statement of Vision, Mission and Business Conduct and in accordance with good corporate governance practices.


Board Structure

The Board shall comprise no less than 7 members and no more than 18 members and its quorum shall be not less than half of all directors participating in the meeting.

The Board is to comprise of: 1) Executive directors, for not more than one-fourth of all directors 2) Non-executive directors, who are independent, for not less than one-third of all directors but no less than three directors, and 3) Other non-executive directors. Independent directors will comprise persons of requisite qualifications and experience who can bring quality and fair judgments, free of bias, to all issues. They may be people from any professions judged fit to be a director by the Human Resources and Remuneration Committee which is charged by the Board to propose qualified persons for new appointments of directors.

The Chairman of the Board can be either an executive or a non-executive director and the Chairman of the Board and Chief Executive Officer can be one and the same person. The Chief Executive Officer and the President can also be one and the same person.

The Board of Directors shall appoint the Independent Directors Committee and an Independent director as Lead Independent Director, under recommendation by Independent directors, in order to maintain a check-and-balance between the Board and the management.

One-third or the proportion closest to one-third of all directors shall vacate office at each of the Annual General Meeting of Shareholders. Directors holding the longest terms shall vacate office first. If an agreement for vacating office cannot be reached among directors, a lot drawing shall be adopted. Any director vacating office on due term can be re-elected.

The directors shall not exceed the age limit of 72 years old and Independent directors shall not hold more than three consecutive terms of directorship. It shall take effect after the Annual General Meeting of Shareholders in 2013.

Meetings of the Board shall be held every month except under unavoidable circumstances but with the minimum frequency of once per three months. And there may be extra meetings as deemed appropriate. All directors are expected to attend every meeting, except under unavoidable circumstances but at least half of the board meetings every year.

On appointment, each director shall receive information about the Bank and be advised of the legal, regulatory and other obligations of a director of a listed company on the Stock Exchange of Thailand.

Directors may request for independent professional advice, as appropriate, at the Bank’s expense.


Authorities, Duties and Responsibilities

The roles and responsibilities of the Board are clearly delineated. The areas and manner of the Board’s involvement to obtain the maximum effect from corporate governance, which should cover the following:

Authorities, duties and responsibilities of the Chairman of the Board

  1. Summon the meetings of the Board of Directors and supervise the delivery of meeting notices and related documents so as to ensure that the Board of Directors acquire adequate and timely information;
  2. Preside over the Board of Directors meeting;
  3. Promote CG standards of the Board of Directors;
  4. Preside over the Shareholders meeting and conduct the meeting in compliance with the Bank Articles of Association and follow the sequence of the agenda;
  5. Supervise efficient communications between the directors and shareholders;
  6. Perform the duty specified by law as the duty to be performed by the Chairman.

Authorities, Duties and Responsibilities of the Board

  1. Strategies, Business Plan and Budget
    1. Review and discuss Management’s proposed strategic options and approve major decisions in respect of KASIKORNBANK FINANCIAL CONGLOMERATE direction and policy.
    2. Review and approve Management’s initiated annual Business Plan and Capital Expenditure Budget, other performance goals as well as all the major initiatives central to the achievement of the goals.
  2. Authorities
    1. The Board shall vest in the Chief Executive Officer or President the authorities to initiate, commit and approve payments for all the expenditures approved in the Business Plan and Capital Expenditures Budget. Compliance is required with the Authority Manual, which delineates cascading levels of authorities.
    2. The Board grants the Chief Executive Officer a discretionary expenditure limit to initiate expenditure or projects outside of the approved Business Plan and Capital Expenditure Budget.
      For a major initiative costing over the discretionary expenditure limit of the Chief Executive Officer, the Board shall review the case prior to approving management’s proposals.
    3. All credit proposals over and above an agreed ceiling shall come to the Board for review and approval.
      All financial transactions over the agreed limits of the Chief Executive Officer and President shall be approved by the Board.
  3. Monitoring
    1. Monitor the progress of various strategic corporate initiatives, including human resources initiatives, that could materially impact the achievement of the Bank’s strategy or significantly change strategy.
    2. Monitor performance against goals and budgetary control at least every quarter and where results fall short, discuss corrective actions. Such goals should be broadly based covering short as well as longer term and include among others key performance indicators and competitor comparisons.
  4. Human Resources
    1. Review with management and approve the human resources vision and strategy and management development plans.
    2. Review with management and approve the Bank’s remuneration strategy in relation to its ability to attract and retain high potential staff, including special incentives to senior executives.
    3. Review and approve key management succession plans with the Chief Executive Officer or President in respect of finding the most suitable and qualified potential replacements.
    4. Review and approve performance-oriented incentives.
    5. Ensure that the Bank has an executive management team with the appropriate skills, competency, knowledge and experience to effectively and successfully run the Bank.
    6. Ensure that there is an effective process for evaluating the performance of senior executives.
    7. Appraise the performance of the Chief Executive Officer and President against agreed annual objectives of the Bank in general. Reward or remove on basis of performance.
    8. Find and appoint successor of the Chief Executive Officer and President.
    9. Establish terms and conditions for employment of the Chief Executive Officer and President.
  5. Integrity Oversight
    1. Foster corporate culture, review and approve Bank’s Statement of Vision, Mission and Business Conduct for validity and ensure its communication to all levels within the Bank.
    2. Approve quarterly and annual financial reports; ensure high quality financial reporting to shareholders.
    3. Oversee internal audit process as an important control function.
    4. Ensure that external auditors perform their work effectively by continually evaluating their performance, and by the nomination of suitable auditors, including making sure that there is a process in submitting the management letter from the external auditors and opinion of management to the Board within four months after the end of an accounting period.
    5. Ensure that effective risk management and appropriate systems and processes are sufficiently in place to identify, assess, monitor and manage major risks.
    6. Ensure an effective system of controls is in place for reliability and integrity of information, compliance with policies and procedures, and with applicable laws and regulations, safeguarding of assets and economical and efficient use of resources.
    7. Ensure there is capital adequacy, including an appropriate capital assessment process, for present and future business.
    8. Address potential conflict of interest issues and situations.
    9. Protect and enhance the reputation of the Bank.
  6. Communications with Stakeholders and the Public
    Ensure the Bank has proper systems in place to communicate effectively with its Stakeholders and the Public and monitor their application.
  7. Board Committees
    1. Establish the Audit Committee, the Human Resources and Remuneration Committee, the Risk Management Committee and such other Board committees as may be required from time to time to assist the Board in fulfilling its responsibilities.
    2. Consider and approve functions and responsibilities of committees, changes in their composition as well as changes that significantly affect the committees' duty.
  8. Board’s effectiveness
    Establish the Board’s performance evaluation criteria and practices and assess regularly its own effectiveness.
Independent Directors Committee
1. Professor Khunying Suchada KiranandanaLead Independent Director
2. Professor Dr. Yongyuth YuthavongIndependent Director
3. Professor Dr. Pairash ThajchayapongIndependent Director
4. Sqn.Ldr. Nalinee Paiboon, M.D.Independent Director
5. Mr. Saravoot YoovidhyaIndependent Director
6. Dr. Piyasvasti AmranandIndependent Director
7. Mr. Kalin SarasinIndependent Director
8. Mrs. Puntip SurathinIndependent Director
9. Mr. Wiboon KhusakulIndependent Director
10. Ms. Suphajee SuthumpunIndependent Director

Introduction

The Independent Directors Committee was formed by the resolution of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”) Board of Directors, in its meeting No 1/2013 on January 31, 2013.


Purpose

The function of the Independent Directors Committee is to ensure the Board of Directors’ performance in compliance with the Good Corporate Governance Principles, affirming shareholders, investors and stakeholders of the Bank’s transparency in business management and fair benefits for all parties.


Objective

The role of the Independent Directors Committee is to oversee the Bank’s overall interest ensuring fair benefits for each shareholder, maintain checks and balances between the Board of Directors and the Management, and protect shareholders’ rights by offering recommendations and views on significant matters beneficial to the Bank, investors and minor shareholders with independence, transparency and freedom from involvement in any interest. This will assist the Board of Director to perform with greater efficiency and effectiveness.


Independent Directors Committee Structure

The Independent Directors Committee shall be appointed by the Board of Directors, comprising all members of the Bank’s independent directors. Recommended by independent directors, the Board of Directors shall appoint one of the independent directors as Lead Independent Director.

Members shall have a term in office as per their term as members of the Board of Directors.

The Corporate Secretariat Division Head shall act as secretary to the Independent Directors Committee.

The Lead Independent Director will approve the setting of agenda for the Independent Directors Committee Meeting and will lead the meeting, which will be held at least once a quarter. Additional meetings shall be held as deemed appropriate.

There shall be no less than half of the Independent Directors Committee members present in the meeting to constitute a quorum.

The Lead Independent Director may authorize one or several independent directors to oversee important matters prior to proposing to the Board of Directors.

The Independent Directors Committee may request for independent professional advice, as appropriate, at the Bank’s expense.


Qualifications of Independent Directors

Independent directors shall possess appropriate qualifications and experience with non-bias discretion, fairness, and other qualifications as per “Definition of Independent Directors” stipulated by regulatory agencies and the Bank.


Authorities, Duties and Responsibilities

The Lead Independent Director and independent directors shall have duties and responsibilities stipulated by the Board of Directors as follows:

The Lead Independent Director

  1. Act as the Chairman of the Independent Directors Committee Meeting.
  2. Act as the Chairman of the Non-Executive Directors Meeting held once a year.
  3. Act as the leader who integrates diverse opinions and notes made by the Independent Directors Committee for submission to the Board of Directors.
  4. Coordinate for communications between shareholders and the Independent Directors Committee.
  5. Be responsible for specific operations needed to be conducted by the independent directors.

Independent Directors

  1. Express an opinion or provide notes or queries in the Board of Directors Meeting with independence and freedom from involvement in any interest to ensure that any decision is for the Bank’s benefit and does not affect the rights of shareholders, especially minor shareholders and other stakeholders. In case independent directors disagree with the Board of Directors or have other notes, independent directors shall request that their views be recorded in the meeting minutes. In case the independent directors cannot attend the meeting and disagree with any agenda, a letter of notification shall be submitted to the Chairman of the Board of Directors within three days as from the date of the meeting.
  2. Provide advice or comment on important matters under the Board of Directors’ authority including major investment projects, credit policy, information technology, credit underwriting and approval, and lending transactions authorized by the Bank.
  3. Recommend agenda wherein matters are crucial and needed for the Board of Directors’ consideration, and are not added into the Board of Directors Meeting agenda.
  4. Perform other duties assigned by the Board of Directors.
Audit Committee
1. Dr. Piyasvasti AmranandChairman
2. Ms. Puntip SurathinMember
3. Mr. Saravoot YoovidhyaMember
4. Ms. Suphajee SuthumpunMember

Introduction

The Board of Directors of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”), at Meeting No 9/1998, on June 25, 1998, resolved to establish the Audit Committee under the prime duties to oversee the Bank’s operations in order to assure that transparency and fairness can be achieved for the confidence of shareholders, investors, and all stakeholders.


Purpose

The Audit Committee has been established to assist the Board of Directors in fulfilling its responsibilities as defined in the Board of Directors Charter for the oversight of financial reporting, risk management, internal control system and internal audit and compliance with laws, regulations, and the Code of Conduct to ensure good governance of the KASIKORNBANK FINANCIAL CONGLOMERATE.


Audit Committee Structure

The Board of Directors shall appoint at least 3 independent directors (“Audit Committee members”) to be the Audit Committee. One member shall serve as Chairperson.

The Audit Committee members shall fully meet the qualifications prescribed by the Securities and Exchange Commission, or the Capital Market Supervisory Board, or the Bank of Thailand, and at least one member shall have sufficient knowledge and experience in reviewing reliability of financial statement.

The term in office of each Audit Committee member shall be three years. The Audit Committee members may be re-appointed for another term by the Board of Directors, but the Board shall not consider re-appointing such members automatically.

Meetings will be held at least six times a year. Additional meetings will be convened, as the Chairperson deems appropriate.

The quorum of the Meeting shall be no less than half of the Audit Committee members present in the Meeting.

The Secretary of the Audit Committee shall be a designated First Vice President position or higher under the Compliance and Audit Division.


Authorities, Duties and Responsibilities

Authorities

The Audit Committee shall have authority to obtain independent professional opinions or advices for the matters related to its duties and responsibilities, as necessary, at the Bank’s expense.

The Audit Committee shall also have authority to access to any information it requires and to request a meeting with management, employees or external parties, as appropriate

Duties and Responsibilities

  1. Review financial statements on a quarterly, semi-annual and annual basis with management and the external auditor of the Bank in order to ensure that the financial statements are accurate, sufficient, reliable, and in compliance with financial reporting standards and regulatory requirements.
  2. Review the effectiveness and appropriateness of risk management processes with risk management unit, in consultation with internal and external auditors.
  3. Oversee the effectiveness and independence of risk asset review function.
  4. Review the Bank’s operations to see that they are in compliance with Securities and Exchange Acts, SET regulations and standards or banking laws and regulations pertaining to commercial banking business.
  5. Oversee the compliance function and approve its charter and annual compliance plan.
  6. Review reports of the internal auditors on the effectiveness and efficiency of risk management, internal control system and governance; discuss with the internal auditors about audit findings; and review the implementation as per recommendations of the internal auditors, the external auditor, and regulators.
  7. Review the effectiveness of the internal audit function by reviewing and approving Internal Audit Charter, annual audit plan and significant changes of the approved plan; consider its independence and sufficiency of necessary resources; and concur in the appointment, transfer and dismissal of the Internal Audit Head.
  8. Consider the qualifications, independence, performance and proposed audit fee of the external auditor and recommend the appointment and termination of the external auditor, including audit fee arrangement to the Board of Directors. In addition, hold at least one meeting a year with the external auditor without the presence of management.
  9. Consider the Bank’s policy and procedures in relation to non-audit services from the audit firm of the external auditor and give consent to the engagement of such service to ensure that it will not impair the independence of the external auditor.
  10. Evaluate the connected transactions, or transactions with possible conflict of interest in relation to compliance with the laws and regulatory requirements in order to ensure transparency of those transactions.
  11. Consider the disclosure of information on connected transactions, conflicts of interest or certain Bank operations that can produce significant effects to ensure transparency and appropriateness.
  12. Ensure that preliminary investigation is carried out after receiving the external auditor’s report on behavior suspicious of fraud or violation of laws by the Bank’s board members and management. The Audit Committee shall report the results of such investigation to the Securities and Exchange Commission and the external auditor within 30 days from the date they are notified by the external auditor.
  13. Oversee and receive complaint or information submitted directly by stakeholders for attention of the Board of Directors.
  14. Submit minutes of each Audit Committee Meeting to the Board of Directors, and prepare the annual Audit Committee Report, signed by the Audit Committee Chairperson, summarizing the year’s activities giving information or data specified by the Stock Exchange of Thailand for disclosure in the annual report of the Bank.
  15. Review the Audit Committee Charter at least once a year to appropriately cover its duties and responsibilities and propose any necessary amendments to the Board of Directors for consideration.
  16. Annually conduct its performance assessment relative to the Audit Committee’s purpose, duties and responsibilities and report the performance assessment to the Board of Directors.
  17. Perform other duties as per regulatory requirements or assignment of the Board of Directors, as agreed by the Audit Committee.
Corporate Governance Committee
1. Professor Dr. Yongyuth YuthavongMember
2. Sqn.Ldr. Nalinee Paiboon, M.D.Member
3. Mr. Wiboon KhusakulMember

Introduction

The Corporate Governance Committee was formed by the resolution of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”) Board of Directors, in its meeting No 3/2002 on April 3, 2002.


Purpose

The function of the Corporate Governance Committee is to assist the Board of Directors in the responsibility to oversee the Bank’s conduct in compliance with Corporate Governance principles and Sustainable Development, and with provisions or policies of the official governing agencies or institutions supervising commercial banks.


Objective

The role of the Corporate Governance Committee is to set and review Corporate Governance principles and Sustainable Development as guidelines for business undertakings and practices for the management and staff to warrant the confidence of shareholders, investors and stakeholders; and to communicate to concerned persons both inside and outside the organization the modes of operation that are the Corporate Governance and Sustainable Development standards of the Bank.

The responsibility of the Corporate Governance Committee is to oversee the bank’s business practice and the conduct of the management and personnel to ensure compliance with the Corporate Governance principles and Sustainable Development set by the Bank and official governing agencies consistent with international standards, guidelines for good corporate governance and sustainable development under concurrence by regulatory agencies.


Corporate Governance Committee Structure

The Corporate Governance Committee shall be appointed by the Board of Directors, comprising not less than three directors of the Bank. One of the committee members will be appointed as Chairman.

Members shall be appointed for a three-year term in office and can be re-elected.

A Division Head, responsible for corporate governance, or an entrusted officer at least at a “Head of” level or equivalent in the division, shall act as secretary to the Corporate Governance Committee.

The Chairman of the Committee will approve the setting of agendas for the Committee meeting, which will be held at least four times a year.

There shall be no less than half of the Committee members present in the Meeting to constitute a quorum.

The Committee may take independent professional advice when necessary at the Bank’s expense.


Authorities, Duties and Responsibilities

The principal roles and responsibilities of the Corporate Governance Committee are:

  1. Set principles and key stipulations of an effective corporate governance supervision process that suits the Bank.
  2. Develop and proclaim the principles for the best practice of Corporate Governance.
  3. Formulate the Code of Business Conduct and the Code of Conduct of the Bank’s employees and publicize or communicate to all concerned as performance guides, and for public information.
  4. Develop and formulate a plan for overseeing the Corporate Governance’s compliance as proclaimed.
  5. Check and review the Corporate Governance statement for the production and presentation of the bank’s report.
  6. Recommend the Code of Best Practices for the Board of Directors or propose guidelines for the Board of Directors Charter and all other Board Committee Charters.
  7. Recommend the Code of Ethics for the Bank’s business practices and the Code of Conduct of the management and the Bank’s personnel.
  8. Check the guidelines of practices and Corporate Governance to ensure consistency and compatibility with the businesses of the Bank.
  9. Review the proposed public announcements related to Corporate Governance issues.
  10. Supervise the Bank’s Sustainable Development undertakings.
  11. Review and report to the Board of Directors matters related to Corporate Governance and Sustainable Development of the Bank and give opinions on practicing guideline and recommend amendments as deemed appropriate.
  12. Ensure effective practice of Corporate Governance principles and Sustainable Development in the Bank.
Human Resources and Remuneration Committee
1. Professor Khunying Suchada KiranandanaChairperson
2. Professor Dr.Pairash ThajchayapongMember
3. Dr. Abhijai ChandrasenMember
4. Mr. Kalin SarasinMember

Introduction

The Human Resources and Remuneration Committee has been established under resolution of the Board of Directors of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”), at the Meeting No. 3/2002, held on April 3, 2002.


Purpose

The Human Resources and Remuneration Committee (“the Committee”) has been established with the duty to assist the Board of Directors in fulfilling their role and responsibilities involving human resources as defined in the Board of Directors Charter.


Objectives

The role of the Committee is to recommend to the Board the remuneration of Board Members, including the Chairman (for subsequent approval by meeting of shareholders). The Committee will also formulate the remuneration policy and the terms of employment for the Chief Executive Officer, President and senior management of the Bank.

The Committee will recommend the succession of the Chief Executive Officer, President, when considered necessary, and review the Bank succession plan for senior management and key staff as prepared by Chief Executive Officer or the President.

The Committee will review, make recommendations to the Board and monitor the implementation of the Bank’s human resources vision and strategy including management development programs.

The Committee is also to seek and propose qualified candidates for new appointments as directors, as well as review the performance and qualifications of directors vacating office on due term prior to nomination for re-appointment to the Board of Directors at the meeting of shareholders.


Human Resources and Remuneration Committee Structure

The Committee shall be established by the Board and comprise no less than 3 non-executive directors. The Board will appoint the Chairman who will approve the setting agendas for meetings which will be held at least three times a year according to the schedule as deemed appropriate.

Members shall be under a three-year term of office and can be re-appointed.

The Secretary of the Committee shall be the Human Resource Division Head.

The Committee may take independent professional advice at the Bank’s expense, in appropriate circumstances (e.g. market employment conditions, salary surveys, director and executive search, etc.).


Authorities, Duties and Responsibilities

The Committee shall have the principal responsibilities as follows:

HR Strategy

  1. Review and give opinions on the proposals made by the Chief Executive Officer and/or the President to propose to the Board on the Bank’s human resources policy in order to ensure the alignment of the HR policy and the business strategy of the bank.
  2. Ensure that key management succession plans are reviewed periodically, through assessment of senior executive positions and qualified potential replacements.

Remuneration Strategy

  1. Review the Bank’s remuneration strategy and recommend it for the Board’s endorsement.
  2. Review and recommend to the Board performance-oriented, short-term and long-term incentives including share options for employees.
  3. Provide recommendation to the Chief Executive Officer and President concerning the salaries and benefits reviews of senior management.
  4. Review and make recommendations to the Board on a remuneration policy and package designed to attract, retain and motivate staff of outstanding performance, competence and high potential.

Chief Executive Officer and President

  1. Assist the Board to oversee that there is an effective system in place in evaluating the performance of Chief Executive Officer and President based on the bank objectives and Business Plan.
  2. Establish terms and conditions, and compensations for the Chief Executive Officer and President’s employment contracts.
  3. Develop a succession plan for the Chief Executive Officer and President position that considers from both potential internal and external candidates holding proper qualification.
  4. Seek and make recommendation to the Board for the successor to the Chief Executive Officer and President when considered necessary.

Board of Directors

  1. Review the composition, size and diversity of the Board on a regular basis.
  2. Make recommendations to the Board of candidates with proper qualifications for director position for the Board to propose for appointment to the annual general shareholders meeting.
  3. Review the remuneration of Board members in light of their responsibilities and level of remuneration of comparable banks in accordance with KBANK’s policy, for subsequent approval by Annual General Meeting of Shareholders.
  4. At least once a year the Committee will review its performance based on the Bank’s assessment form over the past year, and consider recommendations and assessment provided by the Chairman of the Board.
  5. Consider any related matter referred to the Committee by the Board.
Risk Management Committee
1. Ms. Sujitpan LamsamChairperson
2. Mr. Predee DaochaiMember
3. Mr. Teeranun SrihongMember
4. Ms. Kattiya IndaravijayaMember
5. Mr. Sara LamsamMember
6. Mr. Somkid JiranuntaratMember
7. Mr. Thiti TantikulananMrMember
8. Mr. Chongrak RattanapianMember
9. Mr. Wirawat PanthawangkunMember

Introduction

The Risk Management Committee has been established by resolution of the Board of Directors of KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”) at the Meeting No 3/2003, held on April 3, 2003.


Purpose

The Risk Management Committee (“the Committee”) has been established with the duty to assist the Board of Directors in its responsibility to oversee that the overall risk management process is at appropriate level. The Committee is to make sure that the KASIKORNBANK FINANCIAL CONGLOMERATE (“the Financial Conglomerate”) possesses efficient and effective risk management plan that covers all types of risks. In addition, the Committee is responsible for setting, assessing, reducing, monitoring and reporting risk levels for the attention of the Board of Directors.


Objective

In performing its duties, the Risk Management Committee shall maintain effective working relationship with the Board of Directors to ensure efficient and effective risk management operation by the Financial Conglomerate. Each committee member must fully appreciate his or her responsibilities, as detailed in the Bank’s Articles of Association. He or she must be knowledgeable in banking and financial business as well as the risk management operation and control process of the Financial Conglomerate.


Risk Management Committee Structure

  1. The Risk Management Committee is appointed by the Board of Directors.
  2. The Risk Management Committee comprises of not less than 7 members consisting of Bank directors and/or suitable executives, being the combination that can ensure effective coverage of the overall risk management operation of the Financial Conglomerate.
  3. In order to constitute a quorum, there shall be not less than half of the members of the Risk Management Committee.
  4. The Board of Directors shall appoint the Chairman of the Risk Management Committee from members of the Board of Directors.
  5. The Chairman of the Risk Management Committee shall appoint the Secretary to the Risk Management Committee.
  6. The Committee shall hold at least one meeting a month, and there may be additional meeting as necessary.
  7. The Risk Management Committee may, when necessary, invite other persons, who are involved with or responsible for any matters related to the meeting agenda, to participate in the meeting.
  8. The Risk Management Committee shall be in office for a two-year term. A member, whose term has expired, can be re-appointed by the Board of Directors to resume duty in the Committee.
  9. The Committee may acquire the service of independent professional advice, when necessary, at the Bank’s expense, under prior approval by the Board of Directors.
  10. The Secretary to the Risk Management Committee shall be responsible for the preparation for the Committee meeting, the meeting arrangement, the preparation of the agenda and pertinent meeting documents and the delivery of the meeting agenda and related documents to all committee members, in sufficient time for the members to be able to review all the particulars in details, or to request for additional information, if required, before the meeting. After each meeting, the Secretary shall submit the minutes of the meeting to all committee members within seven business days. The minutes are to be approved in the next committee meeting.

Authorities, Duties and Responsibilities

  1. The Risk Management Committee has the authority to make decisions on any undertakings within the scope of its responsibilities as stipulated in the Risk Management Committee Charter, with accessing authority to all pertinent information.
  2. The Committee shall formulate the Financial Conglomerate risk management policy to present to the Board of Directors for the consideration of overall risk management. This must cover the various types of risk, i.e. strategy, liquidity, credit, market, operational or other significant risks to Financial Conglomerate.
  3. The Committee shall formulate the strategy on the organization and resources to be used for the risk management operation, in line with the risk management policy of the Financial Conglomerate. This strategy must enable the effective analysis, assessment, evaluation and monitoring of the Financial Conglomerate risk management.
  4. The Committee shall set the risk limits for the significant aspects of the various risks to be submitted for the consideration of the Board of Directors.
  5. The Committee shall oversee, review and provide recommendations to the Board of Directors with regard to risk management policy, standard procedure, strategy and overall risk measurement to ensure that the risk management strategy is being properly implemented.

Reporting Responsibilities

  1. Reporting to the Audit Committee
    The Risk Management Committee shall regularly report risk status and any changes that impact on risk appetite to the Audit Committee to ensure that risk management has been implemented efficiently and effectively according to approved risk management policy and strategy.
  2. Reporting to the Board of Directors
    The Risk Management Committee must report directly to the Board of Directors on the following matters:
    1. Impact of portfolio exposure and changes in risk frameworks, including effects from changes in policies and new product developments;
    2. Status of risks and changes on the risk appetites at appropriate time;
    3. Make sure that the Board of Directors is informed and made aware of the factors likely to have significant impacts on the Financial Conglomerate risk status.
  3. Reporting to the Shareholders
    The Risk Management Committee shall prepare its annual report to be presented to the Annual General Meeting of Shareholders in the name of the Board of Directors as a part of, or an annex to the Bank’s annual report and financial statements.
Management Committee
1. Mr. Banthoon Lamsam
2. Mr. Predee Daochai
3. Mr. Teeranun Srihong
4. Ms. Kattiya Indaravijaya
5. Mr. Pipit Aneaknithi
6. Dr. Adit Laixuthai
7. Mr. Wirawat Panthawangkun
8. Mr. Krit Jitjang
9. Mr. Somkid Jiranuntarat
10. Mr. Thiti Tantikulanan
11. Mr. Mr. Patchara Samalapa
12. Mr. Ampol Polohakul
13. Mr. Panop Ansusinha
14. Dr. Pipatpong Poshyanonda
15. Mr. Chongrak Rattanapian
16. Ms. Noppawan Jermhansa
17. Mr. Jirawat Supornpaibul
18. Mr. Silawat Santivisat
19. Mr.Suwat Techawatanawana
20. Mr.Pattarapong Kanhasuwan
21. Mr.Anan Lapsuksatit
22. Mr.Surat Leelataviwat​

Introduction

The Management Committee has been established under the Articles of Association of the KASIKORNBANK PUBLIC COMPANY LIMITED. (“the Bank”), by a resolution of the Annual General Meeting of Shareholders No. 88 on April 4, 2000.


Objective

The Management Committee is established to manage and conduct the Bank’s business as designated by the Board of Directors to attain sustained performance excellence, by conscientiously taking into account prevalent and future risk environment, consistent with the Bank’s statement of Vision, Mission, Professional Ethics and in accordance with good corporate governance principles.


Management Committee Structure

  1. The Board of Directors appoints the Management Committee under the Bank’s Articles of Association. The Management Committee shall consist of the Chief Executive Officer, President, and other Bank officers.
  2. The Management Committee members shall be persons with requisite qualifications, experiences, and sound judgment that will contribute positively to the management of the Bank’s operation.
  3. The Chief Executive Officer shall serve as ex-officio Chairman of the Management Committee.
  4. The Management Committee Chairman shall appoint the secretary to the Management Committee.
  5. The Management Committee shall hold at least one meeting a week, except when there is compelling, reason or when there is no required meeting agenda or other justifiable reasons.
  6. The Meeting quorum shall constitute not less than half of all Management Committee Members attending and presides by the Chief Executive Officer or his designated substitute.
  7. It is the duty of all Management Committee Members to attend the Meetings, in person or by teleconference (participation in a Meeting by phone shall not be counted in the quorum).
  8. The Management Committee may invite responsible or related person(s) to participate in Meetings as deemed appropriate.
  9. The Management Committee may consult the Advisory Directors to the Management Committee.
  10. The Secretary to the Management Committee shall be responsible for preparing the Meeting agenda, under the approval of the Management Committee Chairman, including other necessary arrangements for the Meeting, compilation and preparation of Meeting documents, and delivering Meeting agenda and documents to every Committee Members 2 days prior to the Meeting, so that everyone can thoroughly review, or seek additional data before the Meeting takes place.
  11. The Secretary shall prepare Minutes of all meetings for adoption at the next Meeting of the Management Committee.

Authorities, Duties and Responsibilities

  1. The Management Committee shall have the responsibility of managing and conducting the Bank’s business as designated by the Board of Directors, or under specific resolution of the Board of Directors.
  2. The Management Committee shall have the authority to manage the Bank’s business according to set policies and plans.
  3. The Management Committee shall have authority as delegated by the Board of Directors, under management authority of the Bank.
  4. Management Committee Chairman shall submit Minutes of Management Committee Meetings to the Board of Directors to inform of the business activities undertaken by the Committee. However, the following activities require prior approval of the Board of Directors:
    1. Policy-related issues of the Bank
    2. Issues likely to cause significant changes in the Bank’s business
    3. Certain issues requiring action by the Board of Directors of the Bank in compliance with law
    4. Issues that action must be taken by the Board of Directors according to the Bank’s rules and regulations
    5. Issues the Management Committee considers appropriate for approval by the Board of Directors on a case by case basis, or under the criteria designated by the Board of Directors, such as credit underwriting, etc.
  5. The Management Committee shall have the responsibility and authority to conduct activities as set, for the Bank to attain targets, which include:
    1. Preparation and review of strategic objectives, financial plans and key policies of the Bank, to be submitted for approval by the Board of Directors
    2. Considering the annual business plans, capital expenditures, performance targets, and other initiatives to attain the Bank’s targets, and submitting for approval by the Board of Directors
    3. Considering project with capital expenditures, in excess of budgets designated by the Board of Directors, and submitting them for approval by the Board
    4. Considering and approving issues within its legitimate authority, or as delegated by the Board of Directors
    5. Reviewing the respective authority for the various operation as specified in the list of approval authority, and submit for approval by the Board of Directors
    6. Managing and setting balance between short and long-term objectives
    7. Developing and supervising human resources, to conform with human resources development strategies, endorsed by the Human Resources and Remuneration Committee
    8. Monitoring and reporting to the Board of Directors the Bank’s operating results and other works in progress toward achieving the Bank’s objectives
    9. Monitoring performances of employees at all levels with regard to risk management under the Bank’s policies, including the effectiveness of the internal control system, and operations in compliance with related laws, rules and regulations
    10. Reviewing newly initiated major activities or products, to submit for consideration and approval by the Board of Directors
    11. Communicating with outside stakeholders as deemed appropriate according to delegated authority
Roles and Responsibilities of Corporate Secretary

The Board of Directors resolved to appoint Dr. Adit Laixuthai as Corporate Secretary and Secretary to the Board of Directors. He has suitable knowledge, qualifications, and experience to perform this function. The Office of Corporate Secretary, Corporate Secretariat Division, is a unit supporting the secretarial function of the Bank


Qualifications and Experience

  1. Having basic knowledge in business, accounting, laws and regulations governing commercial banking business, or having attended training courses concerning corporate secretarial practices;
  2. Having knowledge and understanding about corporate governance principles and best practices;
  3. Being independent and straightforward in the discharge of duties and provision of both recommendations and comments;
  4. Having experience in the secretarial function to the Board of Directors or other qualifications that contribute to effectiveness in the discharge of corporate secretarial functions.

Main Duties and Responsibilities

  1. Providing basic advice pertaining to the laws and regulations governing commercial banking business and the Bank’s procedures, as well as monitoring compliance on a regular basis and reporting any significant changes to the Board;
  2. Promoting knowledge and understanding about corporate governance principles, providing relevant information, as well as promoting and monitoring compliance among the Board of Directors;
  3. Preparing agenda and documents for the Shareholders and Board of Directors Meetings;
  4. Arranging the Shareholders and Board of Directors Meetings in accordance with the laws and regulations, the Bank's Articles of Association, and best practices;
  5. Preparing minutes of the Shareholders and Board of Directors Meetings, and monitoring subsequent actions in accordance with resolutions of those meetings;
  6. Preparing and keeping registrations of directors, annual reports of the Bank, notices calling Shareholders and Board of Directors Meetings, as well as minutes of the Shareholders and Board of Directors Meetings;
  7. Ensuring that the directors and executives have filed report on their interest and related persons' interest, as required by laws;
  8. Keeping reports on interest filed by directors and executives, and presenting copies of such reports to Chairman of the Board and Chairperson of the Audit Committee, as specified by laws;
  9. Ensuring that corporate information disclosures to regulatory agencies are in accordance with the laws and regulations;
  10. Communicating with shareholders on their legitimate rights and on the Bank’s information, and serving as a communication center between shareholders and directors and executives;
  11. Assisting in Board activities;
  12. Arranging performance assessment of the Board of Directors and reporting the performance assessment results to the Board;
  13. Monitoring regulatory requirements and practices as concern commercial banking business and directorship in order to provide initial recommendations;
  14. Coordinating between the Board of Directors and executives.

History of board of directors​