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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, Wholesale Banking                      Member


1.4  Head, Risk Management                        Member


1.5  Head, Treasury & Markets                      Member


1.6  Head, Transaction Banking                    Member


1.7  Head, Technology and Operations       Member


1.8  Head, Corporate Banking and Investment Banking        Member


1.9  Head, Commercial Banking                    Member


1.10  Head, Consumer Banking                     Member


1.11  Head, Human Resources                       Member


1.12  Head, Corporate Communications      Member


1.13  Head, Strategy                                         Member


1.14  Head, Compliance                                   Member


1.15  Head, Legal                                              Member


1.16  Head, Customer Experience Management         Member


         Company Secretary                                  Secretary


Remark: Position of each member of the Management Committee stated above shall include Acting or Co-Head position (as the case may be).



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 Approve the appointment and revision of members, duties and responsibilities of Marketing and Communications Committee;


    2.11 Consider and decide on non-financial issues under 1 Platform Project;


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


    2.13 Approve fee sharing scheme for investment product selling and/or referring customers through RBG 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;


    2.14 Approve 3rd Party Products with non-material change to the existing 3rd Party Products which have already been approved                 by Risk Management Committee;


    2.15 Appoint insurance broker for the Bank; 


    2.16 To formulate and drive CIMB Thai Sustainability vision and strategies bankwide, in alignment with the overall CIMB Group                 Sustainability strategy;


    2.17 Other matters as directed by the Board/President & CEO.


Scope : CIMB THAI Bank Group-wide



3. By invitation


    3.1 Ms. Siriporn Sanunpairaue, Head, Corporate Assurance



4. Quorum


    4.1 The Management Committee shall hold a meeting at least once a month as deemed appropriate or when necessary


    4.2 In the case where any person holds more than one positions (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 Each meeting shall consist of at least one-half of total members present at the meeting to constitute a quorum, provided that Chairperson or Vice Chairperson or any member designated by Chairperson or Vice Chairperson participate the meeting.


    4.4 Chairperson or Vice Chairperson shall act as chairman of the meeting. If at any time Chairperson or Vice Chairperson is  absent or is unable to perform the duty, Chairperson or Vice Chairperson shall delegate one of the members of the Management Committee to act as chairman of the meeting.  In case no person is delegated by Chairperson or Vice Chairperson, the members presenting at the meeting shall elect one of them to perform as chairman of the meeting.


    4.5 The meeting can be held through electronic media in accordance with the criteria set forth above.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 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.

Effective from 1 May 2020


(Mr.Adisorn Sermchaiwong)

        President and CEO