Scope and Responsibility of Board of Directors

Roles and Responsibilities of the Board

Strategy and Policy

Approve, monitor and update the overall business strategies and important policies of the Bank, business plan of the Bank and its financial business group including on risk governance which covered subsidiaries within the financial business group including companies with ttb’s investment, sustainability and culture.
Approve overall business plan, budget, and risk appetite.
Safeguard the longer-term value of the Bank, which include the brand and corporate reputation.
Approve all credit limits for amounts in excess of the amount delegated to other sub-committees, management, which delineates cascading levels of authorities.
Approve all other risk limits and policies as prescribed by the Bank of Thailand and other relevant regulators.
Determine a calendar each year that sets forth and schedules the issues to be discussed by the BoD during the year. Substantive issues such as strategy, financial performance and progress against budget and operational plans, capital planning, actual risk profile, Chief Executive Officer’s performance evaluation and operational oversight issues such as product approval process should be prioritized over formalistic issues.
Approve the authority or the delegation of authority to approve credit, market risk limits, acquisitions, disposals, investments, or realization or creation of a new venture.
Ensure that the policies adopted by the Bank are applicable to and implemented by each of its subsidiaries or companies with ttb’s investment as appropriate for those companies.

Compliance

Oversee management’s actions and consistency with BoD policies as part of the checks and balances embodied in sound corporate governance.
Oversee Bank operation to provide fair service to customers.
Ensure and oversee a proper and efficient whistleblowing policy and procedure.
Meet regularly with senior management to review policies, establish communication lines and monitor progress toward corporate objectives.
Promote Bank safety and soundness, understand the regulatory environment and ensure the Bank maintains an effective relationship with its regulators.
Provide sound advice to management and recommend sound practices gleaned from other situations.
Review and, where permissible or required under applicable regulations, consider approval of connected transactions as prescribed by the Securities and Exchange Commission and related party credit limits as prescribed by the Bank of Thailand.
Oversee Bank disclosure of significant corporate governance to shareholder’s meeting and public in order to strengthen the bank’s good corporate governance.
Preside over the business in compliance with the Bank Objectives, Articles of Association and follow the shareholder’s resolution.
Oversee a delegation of authority or the lower delegation to operate the bank’s business according to the BoD’s resolution.

Organization

Organize the BoD and its committees in a way that promotes efficiency and strategic discussion.
Establish certain specialized committees to assist the BoD in its oversight function and to advise the BoD on issues requiring specific technical expertise.
Periodically assess the effectiveness of its own governance practices, including nomination and election of the BoD members and management of conflicts of interest, determining where weaknesses exist, and making changes as necessary.
Develop and maintain an appropriate level of expertise as the Bank grows in size and complexity.
Select, monitor and where necessary replace key executives, while ensuring that the Bank has an appropriate plan for executive succession and that any intended successor(s) will be qualified, fit and proper to manage the affairs of the Bank.
Select, evaluate and determine the compensation of the Chief Executive Officer as well as certain key senior executives.
Ensure that Bank’s compensation and benefits programs are appropriate and consistent with the strategic objectives and are compliant with relevant regulations.
Continuously review the internal structure of the Bank to ensure that there are clear lines of accountability for management throughout the organization.

Scope and Responsibilities of sub-committee

Audit Committee (AC) Charter

Mission Statement

Roles and Responsibilities

2.1 Review the Bank’s financial statements to ensure accuracy and adequacy.
2.2 Review and ensure that the Bank has suitable and efficient internal control system and internal audit and reviewing to ascertain that internal audit function is independent. Hiring, transferring, removal of Head of Audit shall be concurred by AC before submission to NRCC for endorsement and BoD for approval respectively.
2.3 Evaluate the efficiency and effectiveness of the performance including KPI setting of Head of Audit.
2.4 Review and approve the Annual Audit Plan of Internal Audit, including considering the resources and budget to perform the tasks to achieve the audit plan.
2.5 Review and approve the Internal Audit Charter at least once a year to reflect the objectives, authority, and responsibility of Internal Audit, in accordance with the IIA's International Professional Practices Framework.
2.6 Review to ensure compliance with the laws and regulations imposed by the BOT, SEC, SET and other relevant regulators.
2.7 Select, nominate and recommend remuneration of the Bank’s external auditor by taking into account credibility, adequacy of resources, experience and independence including recommend dismissal of the external auditor. The AC shall meet with the external auditor without the members of executive management being present as often as it determines but at least once a year.
2.8 Approve audit-related and other services engagements with the Bank’s external auditor.
2.9 Review connected transaction or transaction that may lead to conflict of interest to ensure transactions are conducted and disclosed in compliance with the law and regulation and that transactions are entered with reasonableness for the benefit to the Bank.
2.10 Prepare AC report, signed by the chairman of the AC, and disclose it in an annual report of the Bank. The report should at least contain the following information:
1. 2.10.1 The AC’s opinion regarding the accuracy, completeness and integrity of the Bank’s financial statements.
2. 2.10.2 The AC’s opinion regarding adequacy of the Bank’s internal controls.
3. 2.10.3 The AC’s opinion regarding compliance with applicable laws and regulations.
4. 2.10.4 The AC’s opinion regarding suitability of the Bank’s external auditor.
5. 2.10.5 The AC’s opinion regarding transaction that may lead to conflict of interest.
6. 2.10.6 The number of the meeting held during the year and number of each member’s attendance.
7. 2.10.7 Overall opinion on the discharge of AC’s duties according to its charter.
8. 2.10.8 Other information, within the scope of the roles and responsibilities of AC, which is deemed to be necessary for shareholders and general investors and as assigned by the BoD.
2.11 Commence investigation without delay upon being informed by the external auditor of suspicious circumstances and report to SEC and the external auditor regarding the preliminary result within 30 days. The committee also is to report to the BoD so that the BoD can rectify the issues within the timeline specified by AC on the following findings or suspected transactions or actions:
1. 2.11.1 Conflict of interest
2. 2.11.2 Fraud, possible fraud, or significant deficiency of internal control
3. 2.11.3 Breaching of the applicable laws and regulations
In case where the BoD or executive management fail to rectify the issues within the specified timeline, AC shall report to BOT, SEC and SET, and ensure disclosure in the Bank’s annual report.
2.12 Perform appropriate action once informed of suspicious circumstances by internal staff and/or external parties, including whistleblowers.
2.13 Review the appropriateness of corrective measures and actions taken by management in response to the reports or instructions from BOT, SEC and SET and any other relevant regulators.
2.14 Review the accuracy and reliability of the financial statements of the Bank's subsidiaries, and to review compliance with the policies, processes and standards set by the Bank for its subsidiaries, including those related to internal controls and audit.
2.15 Perform any other duties as delegated by the BoD and agreed by the AC.
2.16 Perform other duties as required by laws.

Composition

3.1 The AC must be independent, and the members should have suitable experience in Financial Institution business and its Financial Consolidated Group companies. The Committee should have composition and qualifications as stipulated by the Capital Market Advisory Board.
3.2 The AC is to be comprised of at least three members. The members of AC shall be appointed by the BoD.
3.3 The chairperson of the AC shall be appointed and dismissed by the BoD.
3.4 At least one member of the AC shall have knowledge and experience in reviewing the reliability of financial statements.
3.5 A secretary will be made available to the AC, who, among other things, will take minutes of every meeting.
3.6 The AC members shall serve for the same term of the BoD members.
3.7 Vacating from the office includes
1. (1) Termination of directorship
2. (2) Resignation
3. (3) Removal
3.8 The AC members who are due to retire, shall be eligible for re-nominated and re-appointed by the BoD.

4. Meeting

4.1 Quorum Requirements
1. 4.1.1 At least one half of AC members is required to constitute the quorum.
2. 4.1.2 The AC Chairperson shall preside over the meeting. In case the AC Chairperson is absent or unable to perform the duties, the AC Vice Chairperson (if any) shall preside over the meeting. In case there is no Vice Chairman, or the Vice Chairman is unable to perform his duties, the AC members in attendance may appoint a member to temporarily chair the meeting.
4.2 Meeting Schedule
The AC meeting is usually held once a month or as deemed necessary and instructed by the AC Chairperson.
4.3 Meeting Format
1. 4.3.1 The meetings could be organized at the physical meeting location for the AC members to attend in person and/or through electronic means.
2. 4.3.2 In case of necessity and urgency, the circulation for resolution is permissible, with prior approval from the AC Chairperson. In this regard, if the AC Chairperson cannot grant such approval, the matter shall be proposed to the BoD Chairman for approval on the behalf.
4.4 Voting
1. 4.4.1 A member of AC is entitled to 1 voting right, except the case of directors with conflict of interest, where such directors would not be entitled to vote for such matters.
2. 4.4.2 Final decisions of AC shall be as per the majority vote of the directors present and eligible to vote.
3. 4.4.3 In case of an even vote in the meeting, the Chairperson shall cast an additional vote to determine the final decision.
4. 4.4.4 In case of the circulation for resolution, the matter shall be submitted to every member of AC for consideration. Final decisions shall depend upon the majority vote of directors who do not take leave at that time.
4.5 Reporting
The performance shall be regularly reported to the BoD for acknowledgement.
4.6 Secretary to AC
AC shall appoint the Secretary to AC to facilitate its performance, including the arrangement of minutes of every AC meeting as well as document collection for audits and further submission to regulators as required (if any).

Audit Committee (AC) Report

Board of Executive Directors (BoED) Charter

Mission Statement

Roles and Responsibilities

2.1 To review business performance of the Bank in detail on behalf of the BoD.
1. 2.1.1 Review and recommend annual budget and business plan of the Bank including capital planning.
2. 2.1.2 Conduct tracking of financial result and performance by business segment of the Bank.
3. 2.1.3 Oversee performance of subsidiaries and companies with ttb’s investment in accordance with the Bank’s policies.
2.2 Review and recommend or approve large capital expenditure in relation to plan strategy according to delegation of authority.
2.3 Review and recommend or approve capital plan according to delegation of authority.
2.4 Review and recommend new business models that are strategic for the Bank equity participation.
2.5 Review and recommend the change of organizational structure, role and responsibility at chief level to align with the Bank’s strategy.
2.6 Approve NPL and NPA Portfolio Sale.
2.7 Approve NPA Sales and NPA Write-off for non-credit related transaction which exceed Management Committee's approval authority and are NOT related parties or group limits NOT exceeding the Single Lending Limit (SLL).
2.8 Monitor progress of transformation that build capabilities of the Bank for the future.
2.9 Monitor progress of the branding and corporate communications programs.
2.10 Review the overall performance of the Chief Executive Committee and provide advice to management as appropriate on urgent or important issues and review the critical issues raised by the management and propose to the BoD.
2.11 Oversee the Bank’s digital transformation and IT investment plans to ensure sufficient investment in IT architecture, infrastructure and supporting systems to effectively support the digital transformation that covers digital business, security, and risk.
2.12 Ensure appropriate governance on customer data management, data quality, and information security.
2.13 Review control, implementation and monitor IT security and cybersecurity controls (threats and vulnerabilities) to ensure reliability, accessibility, security, and stability in accordance with policy and risk appetite, including regular disclosure of IT and cyber security reports to the BoD.
2.14 Appoint any sub-committees to assist the BoED and oversee the clear role and responsibility of such sub-committees.
2.15 Approve disbursement of project budgets, as per the Operating Procedure Re: Approval Authority for Budget Disbursement for Projects.
2.16 Undertake additional tasks related to and considered by the BoED to be necessary as per the responsibilities or assigned by the BoD.

Composition

Roles and Responsibilities

4.1 Quorum Requirements
1. 4.1.1 At least one half of the BoED members is required to constitute the quorum.
2. 4.1.2 The BoED Chairman shall preside over the meeting. In case the BoED Chairman is absent or unable to perform his duties, the BoED Vice Chairman (if any) shall preside the meeting. In case there is no Vice Chairman, or the Vice Chairman is unable to perform his duties, the BoED members in attendance may appoint a member to temporarily chair the meeting.
4.2 Meeting Schedule
The BoED meeting is usually held twice a month or as deemed necessary and instructed by the BoED Chairman.
4.3 Meeting Format
1. 4.3.1 The meetings could be organized at the physical meeting location for the BoED members to attend in person and/or through electronic means.
2. 4.3.2 In case of necessity and urgency, the circulation for resolution is permissible, with prior approval from the BoED Chairman. In this regard, if the BoED Chairman cannot grant such approval, the matter shall be proposed to the BoD Chairman for approval on the BoED Chairman’s behalf.
4.4 Voting
1. 4.4.1 A member of the BoED is entitled to 1 voting right, except the case of directors with conflict of interest, where such directors would not be entitled to vote for such matters.
2. 4.4.2 Final decisions of the BoED shall be as per the majority vote of the directors present and eligible to vote.
3. 4.4.3 In case of an even vote in the meeting, the Chairman shall cast an additional vote to determine the final decision.
4. 4.4.4 In case of the circulation for resolution, the matter shall be submitted to every member of the BoED for consideration. Final decisions shall depend upon the majority vote of the BoED members who do not take leave at that time.
4.5 Reporting
The performance shall be regularly reported to the BoD for acknowledgement.
4.6 Secretary to the BoED
The BoED shall appoint the Secretary to the BoED to facilitate its performance, including the arrangement of minutes of every BoED meeting as well as document collection for audits and further submission to regulators as required (if any).

Board of Executive Directors Report

Credit Committee (CC) Charter

Mission Statement

Roles and Responsibilities

2.1 Approve the following transactions, beyond Management’s approval authority:
1. 2.1.1 Credits
2. 2.1.2 Credit restructuring
3. 2.1.3 NPL Write-off
4. 2.1.4 NPA acquisition, beyond Management’s approval authority and not for related parties or for group limits not exceeding the Single Lending Limit (SLL)
5. 2.1.5 NPA Sales and NPA Write-off for credit related transaction, beyond the approval authority of sub-committees under Management and not for related parties or for group limits not exceeding the Single Lending Limit (SLL)
2.2 Review specific credit proposals for related parties or in which group limits exceed the SLL prior to submission to the BoD’s for approval.
2.3 Approve specific credit proposals in which exceeding SEL customer but still within Group SEL as defined in Corporate Lending DoA and SEL Policy, and to endorse any credit limit above %Group SEL under CC authority for BoD’s approval.
2.4 Review the credit decisions of the most senior executive credit committees (CUC/CRC1).
2.5 Approve credit and related risks for transactional investments or underwriting commitments which exceed the Management’s approval authority.
2.6 Endorse account plan for the group of company which has credit exposure more than THB 5 billion to the BoD for acknowledgement.
2.7 Perform other duties as delegated by the BoD or required by laws.

Composition

Meeting

4.1 Quorum Requirements
1. 4.1.1 More than half of the CC members is required to constitute the quorum.
2. 4.1.2 The CC Chairman shall preside over the meeting. In case the CC Chairman is absent or unable to perform his duties, the CC Vice Chairman (if any) shall preside over meeting. In case there is no Vice Chairman, or the Vice Chairman is unable to perform his duties, the CC members in attendance may appoint a member to temporarily chair the meeting.
4.2 Meeting Schedule
The CC meeting is usually held twice a month or as deemed necessary and instructed by the CC Chairman.
4.3 Meeting Format
1. 4.3.1 The meetings could be organized at the physical meeting location for the CC members to attend in person and/or through electronic means.
2. 4.3.2 In case of necessity and urgency, the circulation for resolution is permissible, with prior approval from the CC Chairman. In this regard, if the CC Chairman cannot grant such approval, the matter shall be proposed to the BoD Chairman for approval on the behalf.
4.4 Voting
1. 4.4.1 A member of CC is entitled to 1 voting right, except the case of directors with conflict of interest, where such directors would not be entitled to vote for such matters.
2. 4.4.2 Final decisions of CC shall be as per the majority vote of the directors present and eligible to vote.
3. 4.4.3 In case of an even vote in the meeting, the Chairman shall cast an additional vote to determine the final decision.
4. 4.4.4 In case of the circulation for resolution, the matter shall be submitted to every member of CC for consideration. Final decisions shall depend upon the vote of directors who do not take leave at that time.
4.5 Reporting
The performance shall be regularly reported to the BoD for acknowledgement.
4.6 Secretary to CC
CC shall appoint the Secretary to CC to facilitate its performance, including the arrangement of minutes of every CC meeting as well as document collection for audits and further submission to regulators as required (if any).

Credit Committee Report

IT Oversight Committee (ITOC) Charter

Mission Statement

Roles and Responsibilities

2.1 Oversee IT Strategy, IT Management and IT Operations by
1. 2.1.1 Review IT strategy at least annually to ensure:
  - The alignment of IT strategy and the Bank’s strategic direction
  - IT infrastructure is flexible, reliable, and scalable to support the business changes including new technology adoptions.
  - The readiness or maturity level of Information Technology including capabilities to manage and mitigate IT and cybersecurity risks.
2. 2.1.2 Monitor the progress of strategic and high-risk IT-related projects.
2.2 Oversee IT Risk Management of both normal and crisis situations by
1. 2.2.1 Provide support to ensure the organization structure with effective risk management, with segregation of responsibilities in accordance with three lines of defense.
2. 2.2.2 Monitor risk levels, effectiveness of IT risk management and significant factors/issues as well as rectification actions.
2.3 Oversee IT investment and expenditures budget to ensure the alignment with Bank’s strategy.
2.4 Oversee development programs for staff to have sufficient knowledge on Information Technology and IT risk awareness.
2.5 Perform other duties as required by laws and assigned by the BoD.

Composition

Meeting

4.1 Quorum Requirements
1. 4.1.1 At least one half of ITOC members is required to constitute the quorum.
2. 4.1.2 The ITOC Chairperson shall preside over the meeting. In case the Chairman of the IT Oversight Committee is absent or is unable to perform his duties, the non-executive directors, independent directors present at the meeting shall elect one among them to be the chairman of the meeting.
4.2 Meeting Schedule
The ITOC meeting is usually held once a quarter or as deemed necessary and instructed by the ITOC Chairperson.
4.3 Meeting Format
1. 4.3.1 The meetings could be organized at the physical meeting location for ITOC members to attend in person and/or through electronic means.
2. 4.3.2 In case of necessity and urgency, the circulation for resolution is permissible, with prior approval from the ITOC Chairperson.
4.4 Voting
1. 4.4.1 A member of ITOC is entitled to 1 voting right, except the case of directors with conflict of interest, where such directors would not be entitled to vote for such matters.
2. 4.4.2 Final decisions of ITOC shall be as per the majority vote of the directors present and eligible to vote.
3. 4.4.3 In case of an even vote in the meeting, the Chairman shall cast an additional vote to determine the final decision.
4. 4.4.4 In case of the circulation for resolution, the matter shall be submitted to everymember for consideration.
4.5 Reporting
The performance shall be regularly reported to the BoD for acknowledgement. The report shall cover the risk status, efficiency of risk management, and significant IT management matters.
Secretary to ITOC
ITOC shall appoint the Secretary to ITOC to facilitate its performance, including the arrangement of minutes of every ITOC meeting as well as document collection for audits and further submission to regulators as required (if any).

IT Oversight Committee Report

Nomination, Remuneration and Corporate Governance Committee (NRCC) Charter

Mission Statement

Roles and Responsibilities

2.1 Nomination
1. 2.1.1 Review and recommend to the BoD for approval; policies, criteria and methods, taking into consideration an appropriate skills matrix, for the selection and nomination of the following persons:
  - (a) Members of The Board of Directors
  - (b) Members and chairpersons of each sub-committee
  - (c) Representatives of the Bank as directors, chairpersons and chief executives of its subsidiaries or entities where the Bank is entitled to nominate representative director
  - (d) Senior Management
2. 2.1.2 Screen, shortlist, and propose to the BoD for nomination and appointment of candidates for the positions mentioned in 2.1.1.
3. 2.1.3 Recommend to the BoD the succession plans of Senior Management for approval.
4. 2.1.4 Review and monitor to ensure effective implementation of the policies, criteria, methods, and plans as per 2.1.1 and 2.1.3 above and report thereon to the BoD at least annually.
2.2 Remuneration
1. 2.2.1 Review the overall remuneration structures policies and practices of the Bank as well as oversee the public disclosure thereof, including those on benefits, performance evaluation, incentive awards and severance payments, to ensure they are consistent with the decisions of the BoD and the Bank's culture, objectives, strategy and control environment, promote long term shareholder value, and take fair account of the roles, responsibilities, management of risk and performance of the individuals concerned, and of market benchmarks for fairness of all parties; and make recommendation to management and the BoD as appropriate.
2. 2.2.2 Recommend to the BoD (subject to further approval by the shareholders where required) the amount of actual remuneration and benefits of members of the BoD and of sub-committees.
3. 2.2.3 Approve (or in the case of the CEO of the Bank recommend to the BoD for approval) the actual remuneration and benefits, including any incentive award or severance payment, of Senior Management.
2.3 Corporate Governance
1. 2.3.1 Review and where appropriate recommend to the BoD changes to applicable policies, codes, rules and guidelines including those governance, sustainability and culture to ensure the highest standards of good corporate governance and ethics in line with best international practice, and supervise, monitor and report to the BoD at least annually on the implementation and effectiveness thereof.
2. 2.3.2 Recommend to the BoD the appropriate size and composition of the BoD and sub- committees, and the mandates of each sub-committee.
3. 2.3.3 Recommend to the BoD policies criteria and methods for the periodic evaluation of the performance of the BoD and sub-committees, implement the same and report the results to the BoD.
4. 2.3.4 Review and recommend policies relating to sustainability to align with the Bank long-term sustainability by focusing on 4 key areas: business sustainability, environment sustainability, social sustainability and corporate sustainability and business ethics.
2.4 Other Responsibilities
1. 2.4.1 Undertake such additional tasks as are related to and considered by the NRCC to be necessary to achievement of the foregoing responsibilities or as may be assigned to it by the BoD.
2. 2.4.2 Make such reports and disclosures on its work to the BoD, regulators, shareholders and the public as are required by applicable regulations or deemed appropriate in the interests of good governance.
3. 2.4.3 Review and recommend to the BoD for CEO to be Director or Advisor in any company or organization.
4. 2.4.4. Consider and approve Senior Management director/advisor role in other company or organization.

Composition

Meeting

4.1 Quorum Requirements
1. 4.1.1 At least one half of the NRCC members is required to constitute the quorum.
2. 4.1.2 The NRCC Chairman shall preside over the meeting. In case the NRCC Chairman is absent or unable to perform his duties, the NRCC Vice Chairman (if any) shall preside over the meeting. In case there is no Vice Chairman, or the Vice Chairman is unable to perform his duties,, the NRCC members in attendance may appoint a member to temporarily chair the meeting.
4.2 Meeting Schedule
The NRCC meeting is usually held once a month or as deemed necessary and instructed by the NRCC Chairman
4.3 Meeting Format
1. 4.3.1 The meetings could be organized at the physical meeting location for the NRCC members to attend in person and/or through electronic means.
2. 4.3.2 In case of necessity and urgency, the circulation for resolution is permissible, with prior approval from the NRCC Chairman. In this regard, if the NRCC Chairman cannot grant such approval, the matter shall be proposed to the BoD Chairman for approval on the behalf.
4.4 Voting
1. 4.4.1 A member of NRCC is entitled to 1 voting right, except the case of directors with conflict of interest, where such directors would not be entitled to vote for such matters.
2. 4.4.2 Final decisions of NRCC shall be as per the majority vote of the directors present and eligible to vote.
3. 4.4.3 In case of an even vote in the meeting, the Chairman shall cast an additional vote to determine the final decision.
4. 4.4.4 In case of the circulation for resolution, the matter shall be submitted to every member of NRCC for consideration. Final decisions shall depend upon the majority vote of NRCC members who do not take leave at that time.
4.5 Reporting
The performance shall be regularly reported to the BoD for acknowledgement.
4.6 Secretary to NRCC
NRCC shall appoint the Secretary to NRCC to facilitate its performance, including the arrangement of minutes of every NRCC meeting as well as document collection for audits and further submission to regulators as required (if any).

Nomination, Remuneration and Corporate Governance Committee Report

Risk Oversight Committee (ROC) Charter

Mission Statement

Roles and Responsibilities

2.1 Advise the BoD on the framework and policies for risk governance* and overall risk management, covering all major risks such as credit risk, market risk, liquidity and capital risk, operational risk (including compliance risk), strategic and reputational risks, IT risks, etc.
1. 2.1.1 Advise the BoD on appropriate risk related frameworks, policies, appetite, tolerance and strategy for the Bank and its business units including authority or the delegation of authority to approve credit.
2. 2.1.2 Recommend the risk level and concentration for approval by the BoD, in alignment with the BoD’s risk appetite.
3. 2.1.3 Approve significant policies and framework that govern the management of risks including risk governance matters, and which have been delegated to ROC by the BoD.
4. 2.1.4 Approve the Delegation of Authority (DoA) as delegated to ROC by the BoD.
5. 2.1.5 Acknowledge material changes/non-material changes from review/revisions of Policies, Guidelines, Minimum Standards, product programs of derivative products and the Delegation of Authority (DoA) which approved by Sub-Committees under management level on quarterly/annual basis respectively.
6. 2.1.6 Supervise capital and liquidity management strategy, in alignment with the BoD’s risk appetite.
7. 2.1.7 Ensure and regularly review appropriate Technology, Information and cyber risk governance, policy, and appetite that meet international standards.
8. 2.1.8 Regularly monitor Technology, Information and cyber risk against appetite as a part of overall risk oversight.
9. 2.1.9 Review and endorse strategic direction and key policies and oversee the management of climate-related risks, responsible lending, and environmental and social risks.
2.2 Formulate strategies that are consistent with the risk management policy and which can assess, monitor, and ensure that the financial institution’s risks are at appropriate levels.
1. 2.2.1 Approve the supplemental risk limits as defined in the relevant policies and frameworks.
2. 2.2.2 Review the adequacy of the Bank’s risk management policy and systems, and the effectiveness of policy and systems implementation in terms of identifying, measuring, aggregating, controlling and reporting these risks by top management and CRO.
3. 2.2.3 Review and monitor all risks and risk management practices, including internal control and compliance processes and systems.
2.3 Approve the appointment, review of committee structure and composition, and roles and duties of the management – level risk management committees.
2.4 Report the risk management performance and all risk management matters and measures to the BoD, and to consult and exchange views with the AC in order to assess if the management policies and strategies cover all existing and new types of risk facing the financial institution and if the implementation of such policies and strategies are effective and efficient.
2.5 Advise on the development and maintenance of a supportive culture, in relation to the management of risk, appropriately embedded through procedures, training and leadership actions so that all employees are alert to the wider impact of their actions on the Bank and its business units.
2.6 Advise on the alignment of compensation structures in relation to the management of risk and to the risk culture, taking into account the BoD’s risk appetite.
2.7 Assess the efficiency and effectiveness of CRO’s performance. To endorse appointment, transfer, and removal of CRO. Also to engage in the CRO’s performance evaluation, and acknowledge CRO’s KPIs.
2.8 Approve the appointment, transfer, and evaluation of the performance and of Head of Compliance.
2.9 Control, monitor, examine and oversee companies within Financial Business Group to that they have complied with the specified risk management policy, as well as review the adequacy and effectiveness of the specified policy at least once a year to ensure that it can effectively address the existing risks.
2.10 Evaluate risk management of Financial Business Group and report the results directly to the BoD at least on a yearly basis in order that the BoD can accurately and continuously monitor the management within Financial Business Group. When there is an incident that may affect the stability of Financial Business Group, ROC shall immediately report it to the BoD.
2.11 Acknowledge risk management report of Mutual Fund Company with ttb’s investments on a regular basis.
2.12 Perform other duties as delegated by the BoD or required by laws.

Remark:
* According to BOT’s notifications SorNorSor 1/2566 Re: Corporate Governance of Financial Institutions and Financial Business Groups and SorNorSor 4/2566 Re: Mechanism of Corporate Governance of Financial Institutions and Financial Business Groups

Composition

Meeting

4.1 Quorum Requirements
1. 4.1.1 At least 4 members, 2 of which must be non-executive or independent directors, are required to constitute the quorum.
2. 4.1.2 In case the ROC Chairman is absent or unable to perform his duties, the ROC members in attendance may appoint a non-executive or independent director to temporarily chair the meeting.
4.2 Meeting Schedule
The ROC meeting is usually held 6 times a year or as deemed necessary and instructed by the ROC Chairman.
4.3 Meeting Format
1. 4.3.1 The meetings could be organized at the physical meeting location for the ROC members to attend in person and/or through electronic means.
2. 4.3.2 In case of necessity and urgency, the circulation for resolution is permissible and could be considered a quorum, with prior approval from the ROC Chairman.
4.4 Voting
1. 4.4.1 A member of ROC is entitled to 1 voting right, except the case of directors with conflict of interest, where such directors would not be entitled to vote for such matters.
2. 4.4.2 Final decisions of ROC shall be as per the majority vote of the directors present and eligible to vote.
3. 4.4.3 In case of an even vote in the meeting, the Chairman shall cast an additional vote to determine the final decision.
4. 4.4.4 In case of the circulation for resolution, the matter shall be submitted to every member for consideration.
4.5 Reporting
The performance shall be regularly reported to the BoD for acknowledgement. The report shall cover the risk status, efficiency of risk management, risk culture, and significant risk management matters, including corrective actions or significant risk management matters.
4.6 Secretary to ROC
ROC shall appoint the Secretary to ROC to facilitate its performance, including the arrangement of minutes of every ROC meeting as well as document collection for audits and further submission to regulators as required (if any).

Risk Oversight Committee (ROC) Report