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Other support function
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corporate governance
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transparency measure
The Company Secretary’s roles and responsibilities are to perform duty in compliance with the laws and follow up on activities of the Board of Directors and Board Committees, management, and the Bank to be in line with relevant laws, regulations, and Articles of Association of the Bank. The Company Secretary is also to support the Board of Directors, Board committees, management, and the Bank to implement operations in line with good corporate governance principles.
The Company Secretary has roles and responsibilities as follows:
1. For the Bank
1.1 To monitor and ensure that the Bank’s overall operations comply with relevant laws and regulatory requirements including resolutions of Board of Directors, resolutions of annual general meeting of shareholders
1.2 To oversee the storage and maintenance of the Bank’s important documentation such as the affidavit, the Memorandum & Articles of Association, the shareholder register, licenses and power of attorney, etc.
1.3 To enforce guidelines so that the Bank’s policies and practices comply with the good corporate governance principles and that they are regularly reviewed
2. For the Board
2.1 To advise the Board of Directors and management on laws and regulations relevant to their duties
2.2 To oversee and ensure that meetings of the Board of Directors and Board Committees established by the Board of Directors are in line with the laws, regulations, the Bank’s Articles of Association, charters, and best practices
2.3 To perform as the secretary to the Board of Directors and other Board Committees as assigned, including the Chief Executive Committee, to take accurate and complete minutes, to inform the relevant management on the resolutions and follow up on the resolution implementation
2.4 To oversee the changes of directors and examine directors’ qualifications in case of new appointments and resignations by rotation in accordance with regulatory requirements, including obtaining the Bank of Thailand’s approval
2.5 To review directors’ qualifications throughout the term of directorship to ensure that the qualifications are always in line with regulatory requirements
2.6 To oversee insider information of the directors
2.7 To facilitate directors’ training and development
2.8 To provide the Board’s and Board Committees’ performance assessment
2.9 To arrange Directors and Officers Liability Insurance (D&O Insurance) for the directors and management
3. For the Shareholders
3.1 To conduct shareholders’ meeting in line with the laws, the Bank’s Articles of Association and good corporate governance principles, including performing the duty as the secretary to the shareholders’ meeting
3.2 To oversee the right of shareholders and to create good relationship with the shareholders
| Position | Company Secretary |
| Date of Appointment | May 3, 2022 |
| Age | 51 years old |
None
None
| May 2022 – Present | Company Secretary, TMBThanachart Bank Plc. |
| Jan 2022 – Present | Head of Corporate Counselor, TMBThanachart Bank Plc. |
| Mar 2020 – Dec 2021 | Head of Corporate Secretariat, TMBThanachart Bank Plc.* |
| Dec 2019 – Feb 2020 | Senior Vice President (SVP), Corporate Secretariat, Office of the Chairman of Executive Committee and the CEO, Thanachart Bank Plc. |
| May 2013 – Nov 2019 | First Vice President (FVP), Corporate Secretariat, Office of the Chairman of Executive Committee and the CEO, Thanachart Bank Plc. |
0.00085%
None
* TMB Bank Plc. changed its name to TMBThanachart Bank Plc. on 6 May 2021.
