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

The scope of roles and authority of the Board of Directors :
The Board of Directors (the Board), on behalf of the shareholders, has a primary role in overseeing the Bank’s businesses and affairs for the success of the Bank and the best interest of its shareholders. The Board shall carry out their tasks with honesty and integrity, and be free of any conflict of interest. The scope of roles and authority of the Board of Directors are as follows:

(1)

The Board shall determine business direction and establish overall strategic goal of the Bank. The Board shall review and approve the Bank’s policies proposed by management, including those policies that are in compliance with laws and regulations. In order to protect the benefits of the Bank and its shareholders the Board shall oversee and monitor the implementation of these policies and ensure that they are carried out as planned, efficiently and effectively.

(2)

The Board shall ensure that the principles of the Bank’s Code of Conduct and Code of Ethics are in place. These principles are to be adopted as practice guidelines for management and employees in the organization.

(3)

The Board shall ensure that management establishes corporate governance guidelines that are in compliance with laws and regulations. The guidelines shall be appropriate to the Bank’s activities. The Board shall approve the guidelines. In addition, the Board shall monitor and evaluate the effectiveness of the system, and provide feedback to management to help improve the system.

(4)

The Board shall ensure that the Bank, through its management, establishes policies related to risk management and control. These policies, at the minimum, shall include policies on credit risk, market risk, investment risk, liquidity risk, operational risk, reputational risk, legal risk, and strategic risk. These policies must be approved by the Board. Moreover, the Board shall regularly review and monitor the execution of these policies.

(5)

The Board shall ensure that the Bank has effective internal control and audit in place.

(6)

The Board shall oversee that the check and balance of power between management and major shareholders is suitable. This should be done with the emphasis on creating a good proportion of independent directors among Board members.

(7)

To support its oversight over the Bank’s operation, the Board shall establish the following committees - Executive Committee, Audit Committee, Nomination and Remuneration Committee, and Risk Management Committee. It is the Board’s responsibility to determine the roles and responsibilities of each committee. Additionally, the Board is responsible for appointment of committee members.

(8)

Management shall inform and update the Board on any important matters. To enable the Board to perform its duties effectively, it is necessary to have good information dissemination process from management to the Board in place.

(9)

The Board is responsible for the approval of the Bank’s annual financial reports audited by external auditors. Prior to the Board approval, the reports should be reviewed by the Executive Committee and Audit Committee. The shareholders shall approve the reports at the annual shareholders’ meeting. In addition, the Board will receive recommendations, through a Management Letter provided by the external auditors and recommendations provided by the Executive Committee.

(10)

The Board shall appoint and establish a scope and authority of executive officers, starting from the Executive Vice President level and higher.

(11)

The Board shall ensure that the Bank has in place its policies related to loans and investment with related parties.

(12)

The Board shall review and approve procedures that are related to authorization of investment lending, commitments, or any transactions with loan-like characteristics, purchases and spending. This is for the benefits of the Bank and in compliance with related laws and regulations.

(13)

The directors are required to have at least 50% attendance of all the meetings held in a year.

The Board may retain external advisors or consultants on matters that are related to the Bank at the Bank’s expense.

	The Board shall meet at least once every three months.
	At least 50% of the members of the Board must be in attendance for a quorum.
	Resolutions at the Board meetings shall be reached with a majority vote.
	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 four members as follows:

The Audit Committee consists of four 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. Pravit Varutbangkul	Member
	Mr. Kriengsak Sukhanaphorn	Secretary

The scope of roles and authority of the Audit Committee:

(1)

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

(2)

The Committee shall 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 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 unit.

(3)

The Committee shall consider, 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.

(4)

The Committee shall consider the disclosure of the Bank’s information, connected transactions, or the transactions that may lead to conflict of interests to comply with the laws and the Stock Exchange of Thailand’s regulations, and to ensure that such transactions are reasonable and for the highest benefit to the Bank.

(5)

The Committee shall 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.

(6)

The Committee shall 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.

(7)

The Committee shall 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.

(8)

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.

(9)

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.

(10)

The Committee shall coordinate with the risk management committee to ensure that management adheres to the Bank’s risk management policy.

(11)

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

	The Committee shall meet at least once every three months.
	At least 50% of the members of the Committee must be in attendance for a quorum.
	Resolutions at the Committee meetings shall be reached with a majority votes.

Compliance and Good Governance Committee

The Compliance and Good Governance Committee consists of four members as follows:

The Compliance and Good Governance Committee consists of four members as follows

(1)	Mr. Chet Pattrakornkul	Chairman
(2)	Mr. Pravit Varutbangkul	Member
(3)	Mr. Tarnin Chirasoontorn	Member
(4)	Ms. Porntip Chuprakhun	Member
	Mr. Pongphan Sukhyanga	Secretary

The scope of roles and authority of the Compliance and Governance Committee:

(1)

The Committee, through the Compliance Unit, shall oversee that the Bank and its subsidiaries in the financial service group conduct businesses in compliance with laws and regulations. Their practices should also comply with the Code of Ethics, Corporate Governance Guidelines and the Compliance Policy.

(2)

The Committee shall ensure that the compliance system and corporate governance practice are in place. The systems should be functioned efficiently and independently.

(3)

The Committee shall approve annual compliance plan proposed by the Compliance Unit. It shall also monitor performance of the Unit and ensure that the Unit completes its tasks and achieves targets according to plans.

(4)

The Committee shall provide recommendations on the Annual Compliance Report. This report shall be reviewed and approved by the Board prior to its submission to a regulatory agency.

(5)

The Committee shall develop guidelines on best practices and the Code of Conduct for the Board and each committee. The guidelines shall also be provided to executive officers and employees of the Bank and its subsidiaries in the financial service group.

(6)

The Committee shall approve the appointment and rotation of the Compliance Unit Chief. It also is responsible for performance review of the Head of Compliance Unit.

	The Committee shall meet at least once a month.
	At least 50% of the members of the Committee must be in attendance for a quorum.
	Resolutions at the Committee meetings can be reached with a majority vote.

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. Pracha Humnarnkitkosol	Member
(4)	Ms. Thitinan Wattanavekin	Member
(5)	Mr. Sarawut Charuchinda	Member
(6)	Mr. Patom Amorndechawat	Member
(7)	Mr. Chavalit Chindavanig	Member
	Mr. Siwaphong Plangthrakul	Secretary

The scope of roles and authority of the Risk Management Committee :

(1)

The Committee has a responsibility to set up overall policy on risk management. This will include major policies on credit risk, market risk, liquidity risk, operational risk and any risk that could adversely affect the Bank’s reputation.

(2)

The Committee shall develop a risk management strategy that is in consistent with the Bank’s policy. The strategy should enable the Committee to monitor and assess that risks are at acceptable levels .Additionally, it is the responsibility of the Committee to set up criteria in considering reserve for asset classification.

(3)

The Committee shall review the adequacy and appropriateness of the Bank’s policies and systems on risk management. This shall include the review of the implementation and effectiveness of the system.

(4)

The Committee shall regularly update the Board and the Audit Committee on results of operation related to the risk management. This will allow the Board and the Committees to provide feedback that will help modify the operation to be in consistent with the Bank’s risk management policy.

(5)

The Committee shall approve criteria related to risk management, and/or lending, commitments, and any transactions with loan-like characteristics that are within the risk management framework set by a regulatory agency or the Bank. It is the Committee’s responsibility to consider and establish credit policies and submit them to the Board of Directors for approval.

(6)

The Committee has a duty to appoint special task forces to assist in special projects associated with risk management and/or any assignments from the Board.

(7)

The Committee shall oversee the risk management of the Bank and its subsidiaries in the financial service group and report results of operation to the Board of Directors.

	The Committee shall meet at least once every three months.
	At least 50% of the members of the Committee must be in attendance for a quorum.
	Resolutions at the Committee meetings shall be reached with a majority votes.

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
(2)	Mr. Chet Pattrakornkul	Member
(3)	Mr. Suraphol Kulsiri	Member
	Ms. Nujaree Sithasrivong	Secretary

The scope of roles and authority of the Nomination and Remuneration Committee:

(1)

The Committee shall establish criteria and process in nominating directors and executive officers from the vice president level and higher. The criteria and process of the nomination shall be proposed to the Board of Directors for approval.

(2)

The Committee shall consider the size and composition of the Board of Directors that are appropriate to the Bank. Generally, the Board shall consist of qualified individuals with knowledge and experience from diverse areas. If there’re any changes in circumstances, it is the Committee’s duty to review and refine the selection criteria, as appropriate.

(3)

The Committee shall ensure that the criteria and process details of the nomination are appropriately disclosed in the Bank’s annual reports.

(4)

The Committee is responsible for establishing criteria to consider remuneration and benefits for directors and executive officers from the Executive Vice President level and higher.

(5)

It is the Committee’s responsibility to oversee that directors and management receive remuneration and benefits that commensurate to their duties and responsibilities. Any directors, who are assigned with more responsibilities, shall be compensated appropriately.

(6)

The Committee shall establish guidelines for performance evaluation of the directors and executive officers from the Executive Vice President level and higher. These guidelines will assist the Committee in considering any necessary adjustment on annual remuneration and benefits. Some factors to be considered include the roles and responsibilities of the directors and committees, and related risks.

(7)

The Committee shall ensure that the criteria related to remuneration and benefits are included in the Bank’s annual report. Additionally, the annual report shall present guidelines for remuneration and benefits consideration and recommendations from the Committee.

(8)

The Committee shall ensure that management has a succession plan for executive officers in place.

	The Committee shall meet at least twice every year.
	At least 50% of the members of the Committee must be in attendance for a quorum.
	Resolutions at the Committee meetings can be reached with a majority vote.

Executive Committee

The Executive Committee consists of thirteen members as follows:

The Executive Committee consists of thirteen members as follows:

(1)	Mr. Tawatchai Sudtikitpisan	Chairman of the Executive Board
(2)	Mr. Pracha Chumnarnkitkosol	Member
(3)	Ms. Thitinan Wattanavekin	Member
(4)	Mr. Sarawut Charuchinda	Member
(5)	Mr. Patom Amorndechawat	Member
(6)	Mr. Chavalit Chindavanig	Member
(7)	Ms. Nujaree Sithasrivong	Member
(8)	Mrs. Piradee Chongsiriwanchai	Member
(9)	Mr. Verasak Tantinikorn	Member
(10)	Mr. Somkiat Pongjunyakul	Member
(11)	Mr. Sathit Bovornsantisuth	Member
(12)	Mr. Siri Senajak	Member
(13)	Mrs. Suwannee Wattanavekin	Member
	Ms. Porntip Chuprakhun	Secretary

The scope of roles and authority of the Executive Committee is as follows:
The Executive Committee, as designated by the Board, is in charge of setting up corporate strategies and operating plans. It is also responsible for oversight of management in carrying out the business as planned, effectively and efficiently. The followings are the scope of roles and authority of the Executive Committee:

(1)

The Committee shall set up operating plans and budgets that are in consistent with the Bank’s policy, goal and strategy. The plans and budgets shall be approved by the Board of Directors. In addition, the Committee shall ensure that management carries out activities as planned.

(2)

The Committee shall establish an organization structure of the operation units that are under its oversight. It shall also set up roles and responsibilities of management team who are below the Executive Vice President level.

(3)

The Committee shall approve investment, purchases, and spending according to plans.

(4)

The Committee shall ensure that the organization has efficient processes and procedures of its operation in place. Additionally, this shall include the oversight over the efficiency of the Bank’s internal control.

(5)

The Committee shall ensure that the Bank operates its business within the risk framework established by the Risk Management Committee. This framework shall cover risk management over strategic risk, credit risk, market risk, investment risk, liquidity risk, operational risk, reputational risk and legal risk.

(6)

The Committee shall ensure that executive officers and employees adopt the principles of Code of Conduct and Code of Ethics as their practice guidelines.

(7)

The Committee shall appoint committees or sub-committees to assist in carrying out special tasks on behalf of the Executive Committee.

(8)

The Committee shall provide quarterly update reports on the Bank performance to the Board of Directors.

The Committee may retain external advisors or consultants on matters that are related to the Bank at the Bank’s expense.

	The Committee shall meet at least once a month.
	At least 50% of the members of the Committee must be in attendance for a quorum.
	Resolutions at the Committee meetings can be reached with a majority vote.

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.

The Main Credit and Foreclosed Property Committee

The Main Credit and Foreclosed Property Committee consists of 4 members as follows:

(1)	Mr. Tawatchai Sudtikitpisan	Chairman
(2)	Mr. Suraphol Kulsiri	Member
(3)	Mr. Pracha Chumnarnkitkosol	Member
(4)	Mr. Sarawut Charuchinda	Member
	Ms. Khochakorn Sukjarun	Secretary

The scope of roles and authority of the Main Credit and Foreclosed Property Committee :

(1)	The Committee shall review and make recommendations to the Risk Management Committee on guidelines with respect to loans, including debt restructuring loans, and foreclosed property loans.
(2)	The Committee shall review and approve loans, including debt restructuring loans, and sale of large foreclosed properties. The Committee is in charge of setting prices for properties purchased through auctions. In addition, the Committee shall have the right to reject the deal if the proposed price is not within the approved limit.
(3)	The Committee shall, within its scope of authority, approve any necessary legal actions against borrowers, and any expenses incurred.
	The Committee shall meet at least once a month. At least 50% of the members of the Committee must be in attendance for a quorum. Resolutions at the Committee meetings shall be reached with a majority vote.