We aim to be the most preferred non-life insurer in Thailand

5. The Section on the Board of Directors’ Responsibilities
The Company’s Board fully realizes its roles and responsibilities as the shareholders’ representative, principally
responsible for making decisions on the Company’s significant policies and strategies. In addition, the Board will see to it that the
Company’s management has implemented the policies and strategies defined for the Company’s utmost benefit. To fulfill this goal,
the Board has implemented the principles of good corporate governance as the following:
5.1 The Board of Directors’ Structure
(1) Components of the Board
It has been reported in the section “Management Structure”
(2) The Board of Directors’ Term of Office
The Company has clearly defined the Board of Directors’ term of office in its rules and regulations, no.23 which is
proclaimed on the Company’s website in the section “Investors”.
(3) Qualifications of Independent Directors
It has been reported in the section “Qualifications and Procedure for Nomination of the Board Directors”
5.2 The Sub-Committee
It has been reported in the section “Sub-Committees”
5.3 The Board of Directors’ Roles, Duties and Responsibilities
(1) Leadership and Vision of the Board of Directors
The Company’s Board of Directors consists of knowledgeable and experienced persons from various fields who
are supportive of the Company’s administration. In 2009, all directors took part in cautiously defining and giving approval to all
important vision and policy statements, missions, strategies and business goals of the Company. They also ensure that the
Management’s performance will, as a matter of principle, be presented to the Board of Directors every three months. In addition,
the Board also occasionally plays a role in giving approval to the performance guidelines of the various sub-committees, such as
the Audit Committee, and the Remuneration and Nomination Committee.
Exercise of authority in the performance of the Company’s Board will strictly and honestly comply with laws,
regulations and shareholders’ meeting resolutions based on sound morality and rule of conduct. This is to ensure that the
Management’s performance will ultimately fulfill the Company’s goals and generate the utmost benefits for shareholders.
(2) Approval of Policy on Corporate Governance
In 2005, the Board of Directors approved for the first time, in writing, the formulation of the Company’s policy on
corporate governance, as well as approved the policy modification three times in 2006, 2008 and 2009, so that it was accordance
with the laws and principles of good corporate governance that had altered. In this regard, the Board has assigned the Company’s
management to take charge of a follow-up of the policy implementation in order to report recommendations to the Board for an
improvement of the policy so that it is updated and appropriate for the changing situations, and increasingly has a practice
guideline of international standard.
Details of the Company’s policy on corporate governance may be viewed on the Company’s website at
www.bangkokinsurance.com
115