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Corporate Governance Structure

1. Management Committee shall consist of:


1.1  President and CEO                                                                          Chairperson


1.2  Head, Finance                                                                                  Vice Chairperson


1.3  Head, Risk Management                                                                Member


1.4  Head, Treasury & Markets                                                              Member


1.5  Head, Corporate Banking and Transaction Banking                 Member


1.6  Head, Technology and Data                                                           Member


1.7  Head, Consumer Banking                                                               Member


1.8  Head, Human Resources                                                                Member


1.9  Head, Corporate Communications                                               Member


1.10  Head, Strategy & CEOs Office                                                     Member


1.11  Head, Compliance                                                                          Member


1.12  Head, Legal                                                                                      Member


1.13  Head, Customer Experience Management                                Member


1.14  Head, Investment Banking                                                           Member


1.16  Head, FIG Thailand and CLMV                                                     Member


         Company Secretary                                                                      Secretary


Remark: Positions of each of the members shall include the Acting and Co-head positions.



2. Powers, Duties and Responsibilities


2.1       Advise the President and CEO

2.2       Monitor and evaluate performance of each business division

2.3       Review financial and other management reports of the Bank

2.4       Devise strategy, business and capital management plans and budgets for the Bank;

2.5       Identify cross-divisional and cross-border synergies

2.6       Deliberate key regulatory issues

2.7       Approve delegated authorities on internal operations of non-risk related business unit

2.8       Approve, revise and conduct annual reviews of the Bank’s internal policies related to administration/operation/others, which are not required by regulatory bodies to obtain the Board of Directors’ approval

2.9       Approve the revision of  Delegation of Authority and Policies which will be related to the Bank’s reorganization

2.10     Review, give opinions, consider and approve the proposed legal provision in case the Bank and executives are sued for damages as recommended by Legal

2.11     Approve fee sharing scheme for investment product selling and/or referring customers through Consumer Banking only in case of 3rd Party Products which are not related parties transaction or do not have material change from the existing ones already approved by Risk Management Committee

2.12     In regard to the 3rd Party Products:

a)      Third Party Product(s) of CIMB Thai

To approve new or changes resulted in material increase in risk to the existing Third Party Products

b)      Third Party Product(s) of CIMB Thai’s Financial Group

To concur new or changes resulted in material increase in risk to the existing Third Party Product prior to submission to the respective Board of Directors of the companies within the Financial Group for approval

2.13     Formulate and drive CIMB Thai Sustainability vision and strategies bank-wide, in alignment with the overall CIMB Group Sustainability strategy

2.14     Review overall Business Continuity Management (BCM) policy, ensure sound BCM practices, oversee BCM activities, ensure workable BCM plans/procedures, and take such other actions, which are in relation to the BCM of the Bank (see details of BCM-related activities in Appendix), as well as advising and/or giving directions to the Crisis Management Committee (CMC) in taking necessary/required actions as deemed appropriate during the crisis situations

2.15     Arrange for a policy relating to anti-corruption, including reviewing, examining, improving and proposing the policy for the Board’s approval, as well as arrange for a renewal of the Bank’s membership of the Private Sector Collective Action Coalition Against Corruption (CAC) within the determined timelines, monitor to ensure appropriate communications to the Bank staff at all levels for their acknowledgement and compliance with the Bank’s anti-corruption policy, and take any and all necessary actions to ensure the best practice in regards to the anti-corruption

2.16     Review and endorse revisions made to the Country Delegated Authority (Country DA) prior to proposal to the Board for consideration and approval

2.17     Other matters as directed by the Board / President and CEO

Scope : CIMB THAI Bank Group-wide



3. Permanent Invitee:


3.1 Head, Internal Audit

3.2 Head, Operations

3.3 Head, Commercial Banking

3.4 Head of Auto Business or assignee


4. Quorum And Voting


4.1       Each meeting shall consist of at least one-half of total members present at the meeting to constitute a quorum, provided that the Chairperson or Vice Chairperson or any member designated by the Chairperson or Vice Chairperson participate the meeting.

4.2       In the case where any person holds more than one position (being Head of more than one function), all positions will be applied as a base number of votes. However, for number of voting members (quorum) and number of votes cast, only one position will be counted. 

4.3       The resolution can be made in the form of circulation. The circulation resolution shall be passed by the affirmative vote of majority of the members and the Chairperson or Vice Chairperson or Person(s) specified in the Bank’s Order Re: Assignment of Temporary Delegated Authority governing during that period shall vote in favor of such resolution.  Any agenda which has been passed by circulation resolution shall be tabled for certifying at the next meeting.