SCB

The Bank has set a clear vision to serve as “The Bank of Choice for Our Customers, Shareholders, Employees
and Community.” To realize this vision, the Bank has established the following guidelines:

 Mission

The Bank has clearly set its mission to be Thailand’s premiere universal bank, with a strong focus on key
financial markets and customer segments, maximizing leverage from its group franchise, with a strong commitment to
social responsibility.

่Core Values

The Bank’s Board of Directors, executives and employees shall continuously strive to implement and uphold the
following principles:

Directors will pursue the highest standards of ethical conduct in the interests of shareholders and all other
stakeholders under the following principles:

Roles, duties, and responsibilities of the Bank’s Board of Directors

The Board’s roles, duties and responsibilities shall be in accordance with those specified by laws, the
Bank’s Memorandum and Articles of Association, and the resolutions of the shareholders, which include:

The Board shall meet no fewer than six times a year and at least one time within every three months, with
dates scheduled in advance for the entire year. Special meetings are convened as necessary. The
chairman of the Board, the chairman of the Executive Committee, and the president co-operate with each
other in selecting and setting agenda items of the meeting. Main agenda items for each meeting are
clearly set in advance; i.e., consideration of the Bank’s strategic direction annual business plan and
budget; quarterly, semi-annual and annual financial reports; significant credit and debt restructuring
matters; significant acquisition and disposal of assets according to the rules relating to connected
transactions; key organization and management changes; risk management; and reports from Board
committees. The relevant senior executives also make presentations at the meeting to provide additional
information on matters under consideration.

In each meeting of the Board, the agenda items and relevant documents must be prepared and circulated
to the members of the Board at least seven days in advance of the meeting date in order for the Board
members to have sufficient time to consider the issues, unless there is an overriding necessity or urgent
matter. The company secretary records the minutes, and after each meeting, the draft minutes are
proposed to all directors for consideration. Such drafts are generally distributed to Board members before
the minutes are adopted at the next meeting, and are kept for scrutiny by Board members and other
concerned parties.

In addition, the Bank also arranges a special outside “Board Retreat” at least once a year, for discussion
and consultation regarding significant and specific Bank matters, as well as a non-executive directors’
meeting every six months.

Composition

The number of directors in the Board will be in accordance with that prescribed by the Shareholders
Meeting, but may not be less than five directors. In this regard, no fewer than three members of the Board
or no less than one-third of the total number of Board members (whichever is higher) must be independent
directors, while the number of executive directors may not be higher than one-third of the total number of
members of the Board.

The Board will select and appoint an independent director as the chairman of the Board.

The terms “independent director” and “executive director” used in this policy shall have the same
meanings as those specified in the Bank of Thailand’s Notification No. SorNorSor. 13/2009, Re: Corporate
Governance of Financial Institutions, and the Capital Market Supervisory Board’s Notification No. TorJor.
28/2008, Re: Application and Approval on the Offering for Sale of Newly Issued Shares, including any
amendment to such Notifications (if any).

Moreover, an independent director may not hold shares of the Bank in excess of 0.5% of the total number
of voting shares of the Bank, or the Bank’s parent, subsidiary, or associate company, or the Bank’s major
shareholder, or the person having controlling power over the Bank, while the number of shares held by any
person related to the independent director must also be included for this calculation purpose. This
shareholding restriction of not more than 0.5% is the Bank’s standard, which is higher than that set by the
Capital Market Supervisory Board, which prohibits an independent director to hold more than 1% of the
total voting shares of the company of which he/she is a director.

One-third of the total number of members of the Board must retire by rotation at every annual ordinary
general meeting of shareholders. The directors who have held office longest shall retire. If the number of
directors to retire is not a multiple of three, the number of directors closest to one-third shall retire.
However, any retiring director may be re-elected to continue his/her office.

In addition, the tenure of an independent director in general should, for good corporate governance
purpose, normally not be longer than three consecutive terms.

Selection and appointment of directors

The Nomination, Compensation and Corporate Governance Committee has the duty to screen the list of
candidates to serve as directors of the Board nominated by shareholders and each of existing directors of whom the qualifications have been reviewed pursuant to the applicable laws, rules and regulations, and
then to propose and give recommendations to the Board based on the list. After the Board approves the
proposed list of candidates, the Bank will submit the list to the Bank of Thailand for its approval prior to
proposing the list to the Board or shareholders for further appointment. As for the chairman of the Board,
the Board will select from among the independent directors to fill the position.

Procedures for new directors

The Bank holds orientation meetings for new members of the Board. In these meetings, briefings on the
Bank’s visions, strategies and key business targets and operational plans are given by the chairman of the Executive Committee, the president, and/or senior executives. Material documents are also provided to
new directors, including the Directors’ Manual, the Memorandum and Articles of Association of the Bank,
and the Bank’s latest Annual Report. The main areas of focus are roles and responsibilities of directors,
policy statements on corporate governance, approval authorities, prohibitions under applicable laws, and
roles and responsibilities of the Board committees.

The Bank lays down a clear policy regarding its director (including the president)’s position holding in
other companies, which is in line with ethical practices as prescribed by the relevant supervisory bodies 
such as The Stock Exchange of Thailand’s recommendation that a director of a listed company should not
hold directorship positions in more than five listed companies, and the Bank of Thailand’s announcement
that a director or senior executive of any commercial bank shall not be chairman, executive director or an
authorized signatory director of limited companies of more than three business groups.

Furthermore, the Bank establishes internal policy guidelines for directors’ position holding in other
companies, requiring directors to notify the Bank via the Nomination, Compensation and Corporate
Governance Committee and the company secretary in advance before assuming any position in other
companies or organizations, so that the Nomination, Compensation and Corporate Governance Committee
may review the appointments for appropriateness and compliance with the relevant laws, rules and
regulations.  In this regard, the company secretary will regularly inform the Board of the position holding of
each director.  Such position holding in other companies by any director is also disclosed to shareholders
in the Annual Report.  With respect to the directorship positions in other companies or organizations by the
Bank’s senior executives (inclusive of the president), the Bank’s internal regulation also prescribed that it
must be approved by the Nomination, Compensation and Corporate Governance Committee.

Presently, the Bank has four committees of the Board (“Board committees”) i.e., the Executive Committee,
the Audit Committee, the Nomination, Compensation and Corporate Governance Committee, and the
Corporate Social Responsibility Committee, with each having composition, roles and responsibilities as
follows:

There are six committees related to the Bank’s management, i.e., the Management Committee, the People
Development Committee, the Change Program Steering Committee, the Risk Management Committee, the
Assets & Liabilities Management Committee, and the Equity Investment Management Committee, details of
each of which are as follows:

The Nomination, Compensation and Corporate Governance Committee has the duty to recommend and
propose to the Board the suitable remunerations of members of the Board and the Board Committees in
order for the Board to further propose these to shareholders for their approval on an annual basis. With
respect to this, the Board has a policy requiring that remunerations of directors and members of the Board
Committees should be appropriate and reflect their duties and responsibilities to fulfill stakeholder
expectations and comply with applicable laws and regulations.

It is the responsibility of the Nomination, Compensation and Corporate Governance Committee to propose
remuneration of the persons empowered to manage (as defined in the Financial Institutions Business Act,
A.D. 2008) to the Board for consideration and approval at an appropriate level of compensation in line with
the Bank’s policy, which will be based on the Bank’s operating result and each individual’s performance
and subject to transparent criteria and the responsibilities of the person. Furthermore, the Committee will
always take into account the relative compensation levels of financial institutions and leading companies in
Thailand, as well as competitiveness in the market.

Directors are entitled to welfare and fringe benefits in line with the Bank’s regulations; for instance, benefits
in relation to medical treatment as well as travel and accommodation costs for foreign directors attending
meetings in Thailand, and so on.

Benefits and welfare of persons empowered to manage (as defined in the Financial Institutions Business
Act, A.D. 2008) are the same as those of the Bank’s employees, such as medical treatment, life and
accident insurance, travel cost reimbursements, various types of loans, and contribution toward provident
funds, etc.

Assessment of the Board is divided into three parts:

• assessment of the chairman of the Board.
• assessment of each Board member.
• assessment of the Board as a whole.

Board assessment is conducted each year on a regular basis. The company secretary distributes the
assessment forms to each member of the Board, then collects the completed forms and proposes them to
the chairman of the Nomination, Compensation and Corporate Governance Committee for performance
evaluation. Thereafter, the evaluation results will be used for discussion in the meeting of the Board where
the recommendations given by Board members will be adopted for improvement of the Board’s
performance, for the optimal benefit of the Bank in terms of corporate governance.

Similar to the Board assessment, assessment of the chairman of the Executive Committee, the president
and other persons empowered to manage (as defined in the Financial Institutions Business Act, A.D. 2008)
is rendered on an annual basis subject to the responsibility of the Nomination, Compensation and
Corporate Governance Committee. As for assessment of the chairman of the Executive Committee and
the president, the Committee has duties to review the targets and performance criteria, to monitor and
assess the performance, and to propose assessment results to the Board for consideration. In regard to
performance assessment of other persons empowered to manage, the Bank’s management will set up the
key performance indicators following the goals and strategies for each year, monitor and assess the
performance, and propose assessment results to the Nomination, Compensation and Corporate
Governance Committee for consideration. The Committee will then propose the results to the Board for
consideration and approval regarding suitable remunerations and other benefits.

1. For all senior executives, defined as two levels lower than the president, a succession plan is needed.
2. For executives, defined as the next level below the senior executive positions referred to in the
   preceding item, the succession plan may or may not be prepared depending on the discretion of
   management at the group-head level.

b)

Qualifications to become a successor:

1. Must obtain an average performance evaluation result at or above “very good” for at least the
   past two consecutive years, or on average during the past three years; for instance, the average
   performance result for the past three years was at very good, or the performance result in the last
   two years was at very good.
2. Has the potential and capability to learn new jobs or to be responsible for a higher value or
   volume of work (as evaluated) than presently handled.

Succession plan preparation process

There are five steps to be taken as follows:

1. To define key positions to prepare succession planning.
2. To determine the skill sets and success factors needed to hold the key positions by specifying the
   required knowledge, ability, skills and qualifications.
3. To select and assess the readiness of the successor according to the prescribed standard, and
   assess his or her readiness for development, including strengths and weaknesses.
4. To formulate an individual career development plan for each selected executive to prepare his or
   her readiness to perform in a higher position.   
5. To continuously monitor the successor’s development and assess readiness after development by
   comparing the actual achievement with the individual development plan.

    

The persons who are responsible to nominate successors and to grant approval on the successors to
key job positions are classified according to level of position. The person or group of persons
responsible for nominations is the Nomination, Compensation and Corporate Governance Committee, or
others as specifically appointed by the Board, such as the chairman of the Nomination, Compensation
and Corporate Governance Committee, members of the Board, the president, or the top management at
the group-head or division-head level, while the person or group of persons responsible for granting
approval can be either the Board, the Nomination, Compensation and Corporate Governance
Committee, the chairman of the Executive Committee, the president, or the top management at the
group-head level, depending on the level of each key position needing a successor.

Performing other duties as required by applicable laws.

             It is the Bank’s policy to ensure that shareholders enjoy their fundamental rights in buying, selling, or
transferring shares; profit sharing; attending and participating in shareholder meetings for casting votes in an
independent and equitable manner; taking part in material business decisions (e.g., appointment and removal of
directors, determination of directors’ remuneration, appointment of the auditor, fixing the audit fee, payment of
dividends, determination on amendment to provisions of the Memorandum and Articles of Association, capital increase
or reduction, and special transaction engagement, etc.); and receiving adequate, timely and complete information
about the Bank, shareholders’ rights and other messages beneficial to shareholders via easily accessible channels
such as the Bank’s website. With respect to this, one unit, namely the Board Secretariat and Shareholder Services
Office, is set up by the Bank to take good care of, and facilitate services for, the shareholders.

               The Bank has a strong intention to convene and conduct the shareholders meetings in accordance
with all applicable laws, rules and regulations, including those of good corporate governance, which can be divided into three periods of time as follows:

               Prior to the meeting day   All shareholders may, during a period of three months prior to the Bank’s
fiscal-year end, which is the year before each annual general meeting of shareholders, propose agenda items, which
are
material and of benefit to the Bank, as items to be included in the agenda of the annual general meeting of
shareholders;
nominate any qualified persons for election as members of the Bank’s Board; and propose questions (if
any).  The
Nomination, Compensation and Corporate Governance Committee will then screen those proposals prior to
presenting
them to the Board for consideration, and the shareholders proposing the issues will thereafter obtain the
result of
consideration.  If the Board is of the view that any of such items proposed by shareholders is appropriate and
reasonable, it will be incorporated into the agenda of the upcoming annual general meeting of shareholders.       

               After the Board passes resolutions in respect of the date and agenda items of the annual general
meeting, the dividend payment, and the date on which the shareholders register book is to be closed in order to know
the shareholders entitled to attend the annual general meeting and receive dividends, the Bank will disseminate this
information to shareholders via the disclosure channels of The Stock Exchange of Thailand and also post them on
bulletin boards at the Bank’s head office and all branches.

               The notice for calling the meeting, containing details of each agenda item, factual backgrounds and
rationales, and opinions or recommendations of the Board, as well as accompanying documents detailing meeting
procedures, voting, proxy appointments, and the Annual Report (in the form of a CD-ROM), prepared both in Thai and
English, are provided to shareholders via post.  In addition, such information is also disseminated through daily
newspapers and the Bank’s website at least 14 days in advance of the meeting date, so that shareholders would have
sufficient time and information for consideration and effective exercise of their rights on each agenda item.  The printed
copy of the Bank’s Annual Report is also available upon request to the Bank’s company secretary.  As for any
shareholder who is not able to attend the meeting in person, any other person or independent director of the Bank may be appointed by such shareholder to attend and vote on his/her/its behalf.  Information in respect of each of such
independent directors, such as  historical and educational background; residential address; position in any other entity
that competes with or is related to the Bank business; relationship with the Bank and the Bank’s subsidiary; and interest
in connection with the relevant agenda item; are made available to the shareholders together with the
proxy form.  The
proxy forms distributed to shareholders clearly contains all details of  information required by the Business Development Department of the Ministry of Commerce, whereby shareholders may cast their specific votes by using such proxy forms.

               On the meeting day  For shareholder and proxy holder convenience, the Bank provides meeting
registration service by using a bar code system whereby different counters according to types of shareholders are
separated in order for shareholders to meet with the relevant Bank officers.  The Bank allocates to each shareholder and proxy holder the ballots to be used for casting votes in each agenda item with the same barcode as that which the
shareholders used for meeting registration.  Moreover, the meeting registration is open for shareholders both prior to
and during the meeting, by virtue of which shareholders are still able to register to attend the meeting at any time and
vote on agenda items not yet dealt with.

               In the meeting, the chairman of the Board presides as the chairman of the meeting, which all directors
are required to attend.  As for the agenda on election of directors, shareholders voting is conducted on a director-by-
director basis.

              Prior to the formal commencement of the meeting, the company secretary will inform the meeting as to
the voting procedure of each agenda item.  In order to speed up the voting and vote counting and enhance the
efficiency thereof, the Bank collects only the ballots of those who do not agree with the proposed resolutions or who
abstain their votes. Voting and vote counting for each agenda item are conducted openly by using a barcode system
recorded by a PDA device.  The company secretary announces the vote result for each agenda item.  The ballots
already used for vote counting are retained for future verification.  Furthermore, the Bank appoints inspectors to ensure
that the meeting and the voting are conducted and performed correctly and in a transparent manner.

              A multimedia presentation is shown during the meeting for shareholder convenience.  The chairman of
the meeting always allows shareholders to ask questions and make recommendations, while the relevant directors and
management people have a duty to clarify the issues and answer questions.  The minutes of the meeting and detailed
votes for each agenda item are recorded by the company secretary.  To comply with the policy of respecting
shareholders’ rights, the Bank will not add or revise any material information in the meeting agenda on the meeting date.

The Bank has policy to pay its dividends and those of its subsidiaries as follows:

           Dividend payment policy of the Bank The Bank has a policy to pay dividends at the rate of 30-50% of
net profit according to the consolidated financial statements in any year in which the Bank posts a profitable operating
result, provided that there are no accumulated losses and that the Bank has set aside all statutory and other reserves
and is able to maintain adequate capital funds in compliance with regulatory requirements.

           Dividend payment policy of subsidiaries If the Bank has full control over a subsidiary which is not a
listed company, the dividend payment policy is to pay dividends at the maximum amount from the net profits after
appropriation for legal reserve or pursuant to business requirement. As for a listed subsidiary or a subsidiary not subject
to full control of the Bank, the policy for dividend payment will be in accordance with the policy announced by such
company and consistent with the applicable laws, rules and regulations.

Requiring directors and persons empowered to manage (as defined in the Financial Institutions Business
Act, A.D. 2008) to disclose information on their shareholdings and to report their trading transactions
related to the Bank’s shares to the Bank and the Securities and Exchange Commission within three days,
pursuant to which the company secretary is responsible for collecting data on any changes in such
shareholding for reporting as part of the regular agenda of the Board meeting.