Board of Director

1.   Board of Directors shall consist of:

1.1 Tengku Azmil Zahruddin bin                               Chairperson/

       Raja Abdul Aziz                                                      Non-Executive Director

1.2  Mr. Anon Sirisaengtaksin                                    Independent Director 

1.3  Mrs. Oranuch Apisaksirikul                                 Independent Director

1.4  Mr. Natasak Rodjanapiches                                 Independent Director

1.5  Mr. Worapong Janyangyuen                                Independent Director

1.6  Mr. Muhammad Novan bin Amirudin                Non-Executive Director 

1.7  Mrs. Vera Handajani                                              Executive Director 

1.8  Mr. Wut Thanittiraporn                                         Executive Director 

       Mrs. Rewadee Jantamaneechote                         Company Secretary

2.   Powers, Duties and Responsibilities

2.1  Board Membership and Committees

        2.1.1  To approve the appointment/re-appointment of the President & CEO and Directors as well as their emoluments and benefits.

        2.1.2  To appoint and delegate to Board Committees any of its powers as they shall from time to time think fit.

        2.1.3  To approve the appointment and removal of the Chairperson and Members of the Board Committees.

        2.1.4   To assess and review the effectiveness and performance of the Board, Board Committees, the Directors and the President & CEO of the Bank annually.

2.2 Operations

         2.2.1  To review and approve strategic/ business plans of the Bank and monitor Management’s success in implementing the strategies and plans.

        2.2.2   To review and approve the Bank’s annual budget.

        2.2.3   To approve new investments, divestments, mergers and acquisitions,   including the establishment of subsidiaries, joint ventures or strategic alliances both locally and abroad.

        2.2.4   To provide clear objectives and policies within which senior executives of the Bank are to operate.

        2.2.5   To consider and approve the financial statements and interim dividend and recommend the final dividend to shareholders prior to public announcements and publications as well as all circulars and press releases.

        2.2.6  To review and approve Risk Appetite Framework including the Risk Appetite Statement and ensure that adequate information on the framework is communicated to stakeholders.

        2.2.7  To oversee the decisions and actions of Management in achieving the Bank’s goal to be a sustainable organization, taking into account key issues related to Environmental,Economic and Social aspects and impacts to the Bank’s business activities.

2.3  Management

        2.3.1  To approve the quantum and basis of bonus payments to the Management and staff of the Bank.

        2.3.2  To approve policies pertaining to staff benefits, remuneration and termination.

        2.3.3  To monitor and assess the resources required to implement the Bank’s strategic plans.

        2.3.4  To monitor and assess development which may affect the Bank’s strategic plans.

2.4 Managing Risks

        2.4.1 To understand the principal risks of all aspects of the business in which the Bank is engaged and ensure that systems are in place to effectively monitor and manage these risks with a view to the long-term viability and success of the Bank.

        2.4.2 To continuously monitor and assess if risk culture works as planned and if there is any point that should be cautious of or could be improved.

        2.4.3 To approve or delegate relevant appropriate oversight committee to approve the appointment, relocation, dismissal and performance appraisal of head of risk management function.

2.5  Sustainability and Climate Change

        2.5.1 To provide oversight and input to the Management’s implementation, operation and assurance of policies and standards in alignment with the Bank’s sustainability and climate change strategy, and take a proactive approach to create net positive impact on material Environmental, Social and Governance matters arising from the Bank’s capacity as the lender/financier, investor, service provider, purchaser, operator, advisor, business partner, sponsor, corporate donor, or as the employer.

        2.5.2  To review and endorse the strategies, frameworks and proposals by the Management on sustainability and climate change, in alignment with the overall organization strategy.

        2.5.3  To approve strategic commitments recommended by the Management on sustainability and climate change in alignment with the overall organization strategy.

        2.5.4  To review external sustainability reporting and disclosure, and the Sustainability Statement in Form 56-1 One Report; and to approve the Sustainability Report.

2.6  Internal Controls

        2.6.1  To ensure that there are adequate controls and systems in place to measure the implementation of the Bank’s policies.

        2.6.2  To review the adequacy and the integrity of the Bank’s internal control systems and management information systems, including systems for compliance with the applicable laws, regulations, rules, directive and guidelines.

        2.6.3  To approve or delegate relevant appropriate oversight committee(s) to approve the appointment, relocation, dismissal and performance appraisal of head of compliance function and head of internal audit function; and ensure compliance with all applicable laws, regulations and policies.

2.7  Administrative

        2.7.1  To appoint or remove Company Secretary.

        2.7.2  To make recommendations on the appointment or removal of external auditors to the shareholders for approval and to fix their remuneration.

2.8. General

        2.8.1  To avoid conflicts of interest and disclose nature and extent of interest in a possible conflicts of interest situation.

        2.8.2  To uphold and observe banking and relevant laws, rulings and regulations.

        2.8.3  To adhere to statutory duties and act in good faith, with a view to the best interests of the Bank.

3.  Quorum

      3.1 The quorum for the Board Meetings shall be at least one half of the total number of Directors.

      3.2 The Chairperson of the Board shall preside over the Board of Directors’ meeting as the Chairperson for the meeting.

      3.3  In the absence of the Chairperson of the Board, the Members present shall elect a Chairperson for the meeting from among the Members present.