2. Powers, Duties and Responsibilities:
2.1 Oversight on Risk Management
2.1.1 To approve the appointment of risk committees and the appointment of new members and changes of members as well as powers, duties and responsibilities of the following risk committees:
(1) Risk Management Committee (RMC)
(2) Asset and Liability Management Committee (ALCO)
(3) Thailand Underwriting Committee (TUC)
(4) Credit Committee (CC)
(5) Asset Quality Committee (AQC)
(6) Any other risk committees appointed to be reported directly to BRCC
2.1.2 To concur or approve risk frameworks, policies, limits and MAT (e.g. Market Risk, Credit Risk, Operational Risk, Strategic Risk, etc.) of CIMB Thai and its Financial Group, as follows:
Frameworks/Policies/Limits and MATs of CIMB Thai
(1) To approve new or changes resulted in material increase in risk to the existing risk frameworks/policies permitted by regulator(s) to be approved by Board of Directors (BOD) delegated committee; and
(2) To approve all risk limits and MATs permitted by regulator(s) to be approved by BOD delegated committee.
Frameworks/Policies/Limits and MAT of Financial Group
(1) To concur on new (only required for Financial Group) or changes resulted in material increase in risk to the existing risk frameworks/policies prior to submission to the respective Board of Directors of the companies within the Financial Group for approval.
(2) To concur on all risk limits and MATs prior to submission to the respective Board of Directors of the companies within the Financial Group for approval.
2.1.3 To oversee the entire risk and capital management functions of CIMB Thai and its Financial Group including but not limited to the following:
(1) To ensure capital management frameworks, policies and strategies and its related frameworks, policies and strategies operate effectively and being complied with.
(2) To review and approve the Stress Testing Scenario and Risk Posture.
2.1.4 To review and concur or approve proposals recommended by risk committees including but not limited to the following:
(1) New 3rd party of CIMB Thai and its Financial Group
Approve the new 3rd party(ies) of CIMB Thai (excluding CIMB Principal and CIMB Thai’s subsidiaries) before selling their products or to concur on the new 3rd party(ies) of Financial Group prior to submission to the respective Board of Directors of the companies within the Financial Group for approval.
(2) TFRS9/IFRS9 Financial Reporting Standard
Approve TFRS9/IFRS9 Expected Credit Loss models, validation results and related Framework(s)/Policy(ies)/Methodology(ies).
(3) Products or Services (“Products”) of CIMB Thai
Approve new or revision with material variation to the existing derivatives products (Treasury Products).
Note: Changes to approval authority on Products took effect on 1 January 2023, per BOD approval.
2.1.5 To provide strategic guidance and review decisions made by the various risk committees.
2.1.6 To ensure that infrastructure, resources, systems including risk measurement tools and other capabilities of CIMB Thai and its Financial Group are in place for risk management in order to maintain a satisfactory level of risk management and discipline and the risk awareness culture is pervasive throughout the organization.
2.1.7 To appoint external consultants, from time to time, to review and advise BRCC on risk management matters.
2.1.8 To approve and ensure the following are in line with regulatory requirements:
(1) Risk-related disclosures; and
(2) Internal control over process of risk-related disclosures.
2.2 Oversight on Compliance
2.2.1 To provide oversight and advice to BOD and the Management in respect of the management of compliance risk.
2.2.2 To review and assess compliance and AML/CFT risk issues and ensure such issues are resolved effectively and expeditiously.
2.2.3 To review the findings of major investigations, routine audit findings, internal controls and compliance issues identified by internal, external and regulators and to ensure that appropriate and prompt remedial actions are taken by management.
2.2.4 To approve in accordance with the following:
(1) Compliance and AML/CFT framework/policies/procedures manual/code of conduct, etc., including to revise and conduct annual reviews to those compliance and AML/CFT risk framework/policies/procedures manual/code of conduct.
(2) Annual Compliance Report for reporting to any relevant Regulators
(3) Compliance Unit Charter
(4) Compliance Strategy Plan
2.2.5 To evaluate the effectiveness of the Bank’s overall management of compliance and AML/CFT risk. To accord high attention and strengthen compliance functions, resources and infrastructure.
2.2.6 To review Compliance and Anti-Money Laundering and Counter Financing Terrorism (“AML/CFT”) Strategy.
2.2.7 To determine AML/CFT Risk Appetite which includes sanctions risks by defining the terms and the risks that are acceptable. The AML/CFT Risk Appetite should be developed by considering the risks around Customers, Products, Channels and Geographies, as well as the types of businesses.
2.3 To appraise Head of Risk Management and Head of Compliance who report directly to BRCC.
2.4 To approve Credit Review Policy, Credit Review Plan and the Quarterly Credit Review Progress Report.
The scope of BRCC covers CIMB Thai Financial Group (where appropriate).
3. By invitation:
3.1 The President and CEO, CIMB Thai Bank (Permanent Invitee)
4. Quorum and conditions of the meeting:
- Each meeting shall consist of at least one-half (1/2) of the total members at the meeting including Chairperson or Alternate Chairperson.
- All resolutions shall be passed by the affirmative vote of the majority members in attendance.
- Equal votes shall mean “Reject”.