2005 - Asianbanks.net

5. Ethical conduct toward society
5.1 Maintain good social reputation.
5.2 Participate in social contribution, both inside and outside the Bank.
5.3 Neither cooperate in nor support activities dangerous to the society and the environment.
5.4 Participate in the Bank’s social activities and help in the activities of the organizations that engage in charitable, social, education and
cultural activities.
5.5 Be a good citizen and a friend of the community where the Bank’s branch is located.
Check and Balance of Non-Executive Directors
Among the 10 Bank’s directors, only one is a full-time executive, namely the President and six are independent directors, more than half of the
total number of directors. The Bank has allowed the independent directors to specify their own qualifications, subject to the Board of Directors’
approval. (The approved qualifications may be found on Page 48). It is believed that the independent directors are truly independent and do not allow
any person to exercise influence over their decisions.
Combination or separation of positions
The Bank specifies roles, power, duties and responsibilities of the Chairman of the Board and the President along the principle of separating
supervisory duties from operational functions, thereby preventing any one person from assuming unlimited power. While the Chairman of the Board
also serves as the Chairman of the Executive Board, the Chairman does not function as the President. The President is not an agent of any one
major shareholder or group of shareholders. The President has been chosen through selection process that has been approved by the Board of
Directors.
Compensation for Directors and Executives
Nomination and Remuneration Committee determines the policies and criteria for the compensation of the directors and the President for
the approval of the Board of Directors. The President is responsible for the compensation of top executives, such as first senior executive vice
presidents and senior executive vice presidents, taking into consideration each individual performance. To comply with the regulations issued by the
Bank of Thailand and good corporate governance requirements, the President submits the top executives’ compensation packages for the
Committee’s concurrence.
Directors’ Meetings
The Board of Directors attaches importance to the directors’ participation in its meetings. At the meetings, directors are expected to be
informed, to consider and take part in decisions concerning the Bank’s policies on its operations, review and audit. The Board of Directors lay down
the policies for the management to implement for the growth and development of the Bank while taking into consideration the principles of good
corporate governance. The meeting also serves as the venue to monitor the management’s progress in the performance of their duties. Each Board
meeting lasts approximately 3 hours and allows the directors sufficient time to carefully consider the items on the agenda.
The Bank convenes the Board of Directors meeting once every month. The agenda of the meeting specifies separately issues for information
and issues for consideration, and follow-ups are made on the issues carried over from the previous meeting. Documents for the meeting are
complete and delivered to the directors before the meeting. During the meeting, a director who is involved in matter of related interest leaves the
74