::::::: Kiatnakin Bank: With Growth Comes Stability :::::::::::

Board of Directors

The Board of Directors consists of at least five members and no fewer than a third of these should be independent directors.

The Board of Directors consists of at least five members and no fewer than a third of these should be independent directors. Each independent director must be qualified according to the definition of “Independence” and be in possession of the standard qualifications of directors as laid down by the Stock Exchange of Thailand, the Bank of Thailand, the Securities and Exchange Commission and the Public Company Act to ensure that the Board of Directors performs its duties effectively and efficiently.

1.1 Roles and responsibilities of the Board of Directors and other sub-committees of the Bank

Board of Directors
The Board of Directors consists of 10 directors:

(1)	Ms. Nawaaporn Ryangskul	Chairperson of the Board of Directors / Independent Director
(2)	Mr. Pichai Dachanapirom	Independent Director
(3)	Assoc. Prof. Manop Bongsadadt	Independent Director
(4)	Mr. Chet Pattrakornkul	Independent Director
(5)	Mr. Tarnin Chirasoontorn	Non-Executive Director
(6)	Mr. Pravit Varutbangkul	Non-Executive Director
(7)	Mr. Suraphol Kulsiri	Non-Executive Director
(8)	Mr. Supol Wattanavekin	Executive Director
(9)	Mr. Tawatchai Sudtikitpisan	Executive Director
(10)	Mr. Pracha Chumnarnkitkosol	Executive Director
	Ms. Porntip Chuprakhun	Corporate Secretary

The scope of roles and authority of the Board of Directors
As a representative of the Bank’s shareholders, the main roles, duties and responsibilities of the Board are to help enable the Bank achieve stability and a good return on investments by displaying integrity and preventing any potential conflicts of interest. The scope of roles, duties and authority of the Board is as follows:

(1)

Set up key policies and strategic goals of the Bank, review and approve the strategic plans proposed by the Executive Board. Supervise and monitor the Executive Board’s management based on approved plans, which are efficient and effective.

(2)

Set up regulations to ensure the supervision of good corporate governance in matters relating to professional ethics of both Board members and Bank staff. The principles of good corporate governance will shape the organization’s operation and enable the Bank to attain high levels of business ethics and responsibility and will treat each related party equitably to prevent conflicts of interest.

(3)

Set up internal audit process to ensure that reports and information have been submitted to the Board of Directors.

(4)

Supervise the Risk Management Committee to set up policies, procedures and control measures that must include credit risks, investment risks, market risks, liquidity risks and operational risks.

(5)

Consider the appointment and delineate the authority and duties of the Bank’s top executives. Set up committees to make the Bank’s operations consistent with determined policies. These committees include the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Executive Board.

(6)

Endorse the annual financial reports as certified by the Bank’s auditor and reviewed both by the Executive Board and the Audit Committee in order to seek approval at the shareholders meeting. Acknowledge the auditor’s opinion through the Management Letter as well as the opinion of the Executive Board.

(7)

Conduct the business in accordance with applicable laws, the Articles of the Association and Memorandum of Association of the Bank, including the resolutions passed in the Shareholders Annual Meeting.

In addition, the Board of Directors may seek further professional opinions from external consultants in relation to the Bank’s operations. All expenses regarding such opinions shall be borne by the Bank.

	The Board of Directors must have at least one meeting every three months.
	The quorum of each meeting must comprise at least half of all votes from all directors present.
	The resolutions must be based on the majority of votes from all directors present.
	The invitation and agenda must be sent out to the Board of Directors at least seven days prior to the meeting.
	Any Board member is entitled to ask for or examine any related documents or information and/or ask management to clarify or provide more information.

Audit Committee

The Audit Committee consists of three members as follows:

The Audit Committee consists of three members as follows:

(1)	Mr. Pichai Dachanapirom	Chairman of the Audit Committee
(2)	Assoc. Prof. Manop Bongsadadt	Member
(3)	Mr. Chet Pattrakornkul	Member
(4)	Mr. Kriengsak Sukhanaphorn	Secretary

The scope of duties and authority of the Audit Committee

The audit committee is established under the approval of the Bank’s Board of Directors as an independent and support unit to act on behalf of the Board: to review financial information provided to the shareholders and other related juristic persons, to review the internal control procedure established by management and the company’s directors, and to review the internal audit procedure and the communication process with the external auditor.

To enable the audit committee to perform its duty as assigned by the Bank’s Board of Directors, the audit committee has the scope of duties and responsibilities on the following matters:

(1)

To review the Bank’s financial reporting process to ensure that it is accurate and adequate.

(2)

To review and evaluate the Bank’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine the internal audit unit’s and compliance unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of the internal audit unit or any other unit in charge of an internal audit and the chief of the compliance unit.

(3)

To monitor the performance of the compliance unit, review the Bank’s compliance with the law on securities and exchange, the Stock Exchange of Thailand ’s regulations, and the laws relating to the Bank’s business, including review and making comments on the Bank’s
annual compliance report.

(4)

To consider, select and nominate an independent person to be the Bank’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with the auditor at least once a year.

(5)

To consider the disclosure of the Bank’s information, paying particular attention to connected transactions, or the transactions that may lead to conflicts of interests, to ensure that they are accurate and complete, and in compliance with the laws and the Stock Exchange of Thailand’s regulations, and are reasonable and for the highest benefit to the Bank.

(6)

To set up and state in writing the duties of the audit committee including the changing in the composition and any change that significantly affect the audit committee’s performance as approved by the Bank’s Board of Directors, and inform the shareholders in its annual report.

(7)

To prepare a report on corporate governance activities by the audit committee and disclose it in the Bank’s annual report, signed by the audit committee’s chairman and consists of at least the following information:

(a)	an opinion on the accuracy, completeness and credibility of the Bank’s financial report,
(b)	an opinion on the adequacy of the Bank’s internal control system,
(c)	an opinion on the compliance with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or the laws relating to the Bank’s business,
(d)	an opinion on the suitability of the auditor,
(e)	an opinion on the transactions that may lead to conflicts of interests,
(f)	the number of the audit committee meetings, and the attendance of such meetings by each committee member,
(g)	an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and
(h)	other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Bank’s Board of Directors.

(8)

To report to Bank’s Board of Directors in order that remedial action is taken within the time that the audit committee deems appropriate in case the audit committee finds or suspects any misconduct as follows:

(a)	a transaction which causes a conflict of interest;
(b)	any fraud, irregularity, or material defect in an internal control system; or
(c)	any violation of the laws pertaining to financial institutions, the law on securities and exchange, the Stock of Exchange of Thailand’s regulations, the Bank of Thailand’s regulations or other laws and regulations related to banking business and securities and any other laws. If the Bank’s board of directors or management fails to make rectify within the period specified by the audit committee, the committee shall disclose such transaction or act in the annual report and report to the Bank of Thailand, the office of the Securities and Exchange Commission or the Stock Exchange of Thailand accordingly.

(9)

The audit committee has the authority to inspect or to question any relevant personnel regarding any related issues of the Bank. The audit committee is authorized to hire or bring in specialists to assist with the auditing process, as deemed appropriate.

(10)

The audit committee is required to meet at least 4 times per year or more if necessary. The audit committee may invite the management team or any relevant person (s) to join the meeting to give additional information related to the matter being audited.

(11)

Coordinate with the risk management committee to ensure that management adhere to the Bank’s risk management policy.

(12)

To perform any other act as assigned by the Bank’s board of directors and accepted the audit committee.

Risk Management Committee

The Risk Management Committee consists of seven members as follows:

The Risk Management Committee consists of seven members as follows

(1)	Mr. Supol Wattanavekin	Chairman of the Risk Management Committee
(2)	Mr. Tawatchai Sudtikitpisan	Member
(3)	Mr. Chavalit Chindavanig	Member
(4)	Ms. Thitinan Wattanavekin	Member
(5)	Mr. Patom Amorndechawat	Member
(6)	Mr. Pracha Humnarnkitkosol	Member
(7)	Mr. Sarawut Charuchinda	Member
	Mr. Siwaphong Plangthrakul	Secretary

The scope of duties and authority of the Risk Management Committee is as follows:

(1)

Set up key risk management policy of the Bank to cover strategic risks, credit risks, market risks, liquidity risks, operational risks, legal risks and reputation risks.

(2)

Lay down the strategy consistent with the Bank’s risk management policy as well as setting criteria used in provisioning for classified loans, which will enable the Bank to assess, monitor and sustain risks at an acceptable level.

(3)

Review the adequacy, effectiveness and compliance of existing policies and risk control systems.

(4)

Regularly report operational results of the Risk Management Committee to the Board of Directors for further improvements and performance to be in line with the risk management policy and determined risk management criteria. This report must be submitted to the Audit Committee as well.

(5)

Consider and approve principles and guidelines related to the making of loans, the making financial commitments, and the performance of business whose nature is similar to that of dispensing loans, in a way that falls within the risk management framework of the Bank and within the guidelines set by the relevant authorities. The responsibility also includes considering credit policy, for submission to the Board of Directors for further approval.

(6)

ReConsider the appointment of specialized sub-committees, to oversee work related to risk management and/or work assigned by the Bank’s Board of Directors that supports good governance principles.

(7)

Oversee risk management in the financial business group for reporting to the Bank’s Board of Directors, as assigned.

	The Committee must meet at least once every three months.
	Each meeting must be comprised of not less than half of all members of the Risk Management Committee in order to form a quorum.
	Each resolution of the Committee's meeting must be passed by majority vote exercised by members present at the meeting.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three members as follows:

The Nomination and Remuneration Committee consists of three members as follows:

(1)	Assoc. Prof. Manop Bongsadadt	Chairman of the Nomination and Remuneration Committee
(2)	Mr. Chet Pattrakornkul	Member
(3)	Mr. Suraphol Kulsiri	Member
	Ms. Nujaree Sithasrivong	Secretary

The scope of duties and authority of the Nomination and Remuneration Committee is as follows:

(1)

Set the policy, criteria and procedures for recruiting and selecting qualified candidates for the Bank’s directors and senior executives from Executive Vice President and up. The selected candidates are proposed to the Board of Directors for approval.

(2)

Screen and propose candidates with appropriate qualifications for the following positions in the Bank:

	Members
	Members in sub-committees of the Bank whose duties, authority and responsibility shall be directly assigned by the Board of Directors
	Senior executives from the title of Executive Vice President and up

(3)

Ensure that the numbers and members of the Bank’s Board of Directors are sufficient and appropriate. Each Board member must have appropriate knowledge, ability and experience in relevant areas.

(4)

Disclose recruitment policy as well as recruitment procedures in the Annual Report of the Bank.

(5)

Set up remuneration policy and other benefits offered to the Bank’s Directors and senior executives from the Executive Vice President level upwards.

(6)

Set the guidelines on performance evaluation for the Bank’s Directors and senior executives from the Executive Vice President level upwards in order to appropriately revise the annual remuneration package. Performance evaluation shall be subject to duties, responsibilities and related risks and ability to increase long-term value of shareholder equity.

(7)

Disclose remuneration policy and available options, prepare remuneration reports and disclose comments provided by the Remuneration Committee in the Annual Report of the Bank.

(8)

Monitor the succession plan and recruitment for Executive Vice President level upwards and propose to the Board of Directors for approval.

	The Committee must meet at least twice every year.
	Each meeting must comprise not less than half of all members of the Nomination and Remuneration Committee to form a quorum.
	Each resolution must be passed by majority votes exercised by members present at the meeting.

Executive Board

The Executive Board consists of seven members as follows:

The Executive Board consists of seven members as follows:

(1)	Mr. Supol Wattanavekin	Chairman of the Executive Board
(2)	Mr. Tawatchai Sudtikitpisan	President
(3)	Mr. Chavalit Chindavanig	Head of Finance and Budgeting
(4)	Ms. Thitinan Wattanavekin	Head of Deposit and Marketing
(5)	Mr. Patom Amorndechawat	Head of Operations
(6)	Mr. Sarawut Charuchinda	Head of Debt Restructuring
	Ms. Porntip Chuprakhun	Secretary

The scope of duties and authority of the Executive Board is as follows:
The Executive Board was appointed by the Board of Directors to draw up strategies and business plans and to supervise the Bank’s executives to ensure that their management is efficient and effective according to the business plan. Thus, the Board of Directors has set out the authority and responsibilities of the Executive Board as below:

(1)

Set up strategies, business plans and budget in line with the policy and goals that have been approved by the Board of Directors and comply with relevant rules and regulations.

(2)

Set up the organizational structure for which the Executive Board has responsibility; appoint and set up the authority and responsibility of the Bank’s management officers from the position of the Executive Vice President and below.

(3)

Set up the authority for credit line approval, investments, purchasing and expenses to maximize the Bank’s benefits while complying with respective laws.

(4)

Set up efficient working procedures, rules, operational processes and internal control system.

(5)

Supervise the Bank’s management so that it is in line with the risk framework set out by the Risk Management Committee, which covers strategic risks, credit risks, market risks, investment risks, liquidity risks, operational risks, reputation risks and legal risks.

(6)

Comply with and monitor the Bank’s management team and staff members so that they comply with regulations in association with the Business Code of Conduct Code of Professional Ethics.

(7)

Appoint one or more committees or one or more sub-committees to screen, consider and approve any particular matter on behalf of the Executive Board.

(8)

Prepare quarterly management and performance reports to be submitted to the Board of Directors.

(9)

Consider and approve loans and credit lines; approve the selling of assets for sale, the prices of foreclosed assets purchased by auction and exercise the right of objection subject to the set limits. The Executive Board may authorize at least half of its members to consider and approve these matters. Any resolution requires not less than three members of the Executive Board.

In addition, the Executive Board may seek further professional opinions from external consultants concerning the Bank’s business operations. The expense of acquiring such opinions will be borne by the Bank.

	The Executive Board must have at least one meeting a month.
	Each meeting must have at least half of its members present to form a quorum.
	The resolutions must be based on the majority votes of the members present.

1.2 Chairperson of the Board and Chairman of the Executive Committee

The Bank’s Board of Directors has clearly set out separated roles and authority of the Chairperson of the Board and Chairman of the Executive Committee.

1.3 Leadership and Vision

The Bank’s Board of Directors must adhere to business ethics and show performance-based leadership. Board members must conduct themselves in a manner that consistently benefits the management of the Bank. Each board member has the independence to make decisions and presents his/her vision, is aware of his/her duties and responsibilities in helping to sustain the Bank’s business operations, thus enriching the Bank and all shareholders.

1.4 Remuneration of Directors and Executives

The Bank remunerates the Board of Directors in accordance with the scope of duties and responsibility of the Board, together with the operating performance of the Bank, to be approved during the Shareholders’ General Meeting. Remuneration of Bank’s executives shall be based on the duties, responsibility and performance of each executive, as well as the operating performance of the Bank. Such determined remuneration is regularly revised as deemed appropriate across the financial industry.

1.5 Board of Directors’ Report

The Board of Directors has responsibility for preparing annual financial statements and/or reports to be presented in the Annual Report to each shareholders’ General Meeting together with the reports of the external aditors.

To assure all stakeholders that the Bank’s financial statements and reports comply with the regulations of the Stock Exchange of Thailand and other relevant laws, the Board of Directors empowers the Audit Committee to monitor and review the Bank’s financial statements and reports to ensure they are accurate and that they sufficiently and transparently disclose connected transactions or transactions with conflicts of interest.