Nomination, Compensation, and Corporate Governance Committee Charter


1. Composition and Qualifications
    1.1 The Nomination, Compensation and Corporate Governance Committee (“The Committee”) shall be appointed by the Board and comprise at least three (3) non-executive directors, provided that the majority of members of the Committee shall be independent directors. The Board shall appoint one of the independent directors as chairman of the Committee. In this respect, the Chairman of the Board should not serve as a member or Chairman of the Committee.
    1.2 Members of the Committee shall have appropriate expertise and experience, and understanding of their qualifications, functions and responsibilities.
    1.3 The Committee may appoint an SCB staff as secretary to the Committee.

2. Term of Membership and Meetings
    2.1

    The term of office of each Member of the Committee shall be equal to that of the member of the Board, ending at the Annual General Meeting simultaneously with the tenure of the directors of the Board. Members of the Committee shall be eligible for re-election. The retired Member shall remain in office to perform his duties until new members have been appointed unless the term of office of such member expires and such member is not re-elected.

    In case of any vacancy in the Committee, the Board shall select a qualified candidate who possesses no prohibited characteristics to serve as members of the Committee. Such substitute member of the Committee shall hold office only for the remaining term of office of such Member whom he or she replaces.
    2.2

    The Committee shall meet not less than two times a year. Members shall attend the meeting in person unless in case of any necessity such that any member cannot be physically present at the meeting, such member may attend the meeting via video conference or teleconference.

    In the event that the Chairman of the Committee considers that there is an urgent need to obtain a resolution of the Committee but the number of members who can attend the meeting in person is insufficient to form a quorum, the Chairman may require that the resolution be approved by a circular voting by procuring each member to cast his vote via document or video conference or teleconference or by electronic mail, thereafter preparing a written resolution of the meeting of the Committee and procuring each member to sign his name in evidence thereof. The resolution shall be reported in the next Committee meeting and recorded in the minutes of this meeting.
    2.3

    At the meeting of the Committee, at least one half of total number of members present shall form a quorum.
    2.4

    In case the Chairman of the Committee is not present at the meeting or is unable to perform his or her duty, members present at the meeting shall elect one of the members to be the Chairman of the Meeting.
    2.5

    Decisions at the meeting shall be made by majority vote of members present. Each member shall have one vote. In the event of a tie vote, the Chairman of the meeting shall have a casting vote. Decisions by a circular voting shall be made by majority vote of existing members. In the event of a tie vote, the Chairman of the Committee shall have a casting vote.

    Any member who has beneficial interest in the matter being considered shall not be cast his/her vote on that matter unless it concerns the remuneration prescribed in this charter.
    2.6 Minutes of each meeting will be promptly to the Board of Directors in a timely manner for information.

3.Functions and Responsibilities
    3.1 Nomination
     
    (1) Formulation of policy, criteria and method for nomination of directors and Persons with Management Authority for the Board for approval and submission of such policy to the Bank of Thailand upon request.
    (2)

    Selecting and nominating qualified candidates in accordance with the relevant rules and regulations in order to hold the position of Bank directors, members of the Board committees and Persons with Management Authority for the Board’s consideration.

    In proposing directors, the Committee will take into consideration experience in at least one area of significance to the Board (e.g. finance, banking, business, marketing, human resources, law, management); ability to contribute to deliberations of the Board; ability to exercise sound business judgment; ability to think strategically; demonstrated leadership experience; also seeking a high level of professional skill and integrity, as well as other appropriate personal qualities
    (3) Ensuring the size and composition of the Board and the Board Committees to be appropriate for the organization, including adjustment to its changed environment, the Board and the Board Committees shall compose of qualified candidates with appropriate expertise and experience.
    (4) Disclosing policies and details of the nomination process in the annual report of the Bank.
    (5) Ensuring that the Bank has in place a proper succession and management continuity plan for the positions of the Chairman of the Executive Committee, president and Persons with Management Authority and to make recommendations to the Board for approval.
    3.2 Compensation
     
    (1) Formulation of policy for an appropriate compensation plan and other benefits to directors and Persons with Management Authority with clear and transparent criteria and to present to the Board for approval and/or to present to the shareholders’ meeting (as the case may be) and to submit such policy to the Bank of Thailand upon request.
    (2) Ensuring that directors and Persons with Management Authority receive appropriate compensation for their duties and responsibilities.
    (3) Formulation of guideline for evaluating the performance of directors and Persons with Management Authority for the purpose of considering the annual compensation.
    (4) Disclosing policies regarding compensation plan and types of compensation plan, including preparing reports on the determination of compensation plan which shall at least contain details of objectives of the performance and opinions of the Committee in the Bank’s annual report.
    (5) Recommending appropriate remuneration of the Board and Board Committees to the Board for endorsement prior to seeking shareholders' approval.
    (6) Reviewing management’s proposals for remuneration policies, compensation and fringe benefit plans other than salaries for employees of the Bank and make recommendations to the Board for approval.
    (7) Reviewing performance targets and criteria for the Bank, the Chairman of the Executive Committee and the President and make recommendations to the Board for approval.
    (8) Proposing an appropriate compensation and benefits for the Chairman of the Executive Committee, the President and Company Secretary and make recommendations to the Board for approval.
       
    3.3 Corporate Governance
     
    (1) Formulation of corporate governance policy for the Board’s consideration, monitoring compliance with that policy, including reviewing and revising the policy regularly for appropriateness.
    (2) Monitoring the Bank’s performance to be in compliance with the corporate governance principle of the authority having supervisory power under applicable laws, such as the Bank of Thailand, the Securities and Exchange Commission and the Stock Exchange of Thailand etc.
    (3) Arranging the annual performance assessment of the Chairman of the Board, individual directors the Board as a whole and the Board Committees.
    3.4 The Committee should conduct self-assessment on a regular basis and report the results to the Board.
    3.5 The Committee may consider its functions in the nomination and appointment of executives and continuity in respect of compensation and corporate governance for all companies or any Company in the Financial Business Group and/or its Subsidiary as the Committee considers appropriate.
    3.6 Performing tasks prescribed by the laws, regulations, notifications, or orders of the relevant regulators.

4. Professional Advice

The Committee may seek professional advice from external advisors. Expenses incurred thereof shall be shall be borne by the Bank..


5. Charter Review and Amendment

The Committee will review this Charter annually and recommend amendments as appropriate for the Board approval.


Definitions:

       
    “Bank” means The Siam Commercial Bank Public Company Limited
    “Persons with Management Authority”  means:
     
    (1) the President, Senior Executive Vice President (SEVP), Executive Vice President (EVP), any executive director or person who holds office in equivalent position under any other title, including senior executive holding office at Executive Vice President (EVP) level upward, such as First Executive Vice President (FEVP), Senior Executive Vice President of the Group General Counsel, or Chairman of the Executive Committee;
    (2) a person whom the Bank has contracted to have partial or full power of management;
    (3) a person who has the de facto power to exercise control over or dominate the manager or director or the Bank’s management to comply with his order in formulating the Bank’s policy or conducting business.
    “Executive Director”  means:
     
    (1) a director who has the management duty in the position of the President, Senior Executive Vice President (SEVP), Executive Vice President (EVP) or other person who holds office in equivalent position under any other title;
    (2) a director who is responsible for the operation or is involved in the Bank’s management functions in the same manner as those of the executives, including those persons in the Executive Committee;
    (3) a director who is authorized to sign for the Bank, except the signing as approved under the Board’s resolution on case-by-case basis and the signing jointly with other directors.
    “Company in Financial Business Group” means a company in financial business group established by the Bank as permitted by the Bank of Thailand under the Financial Institutions Business Act, B.E. 2551.
    “Subsidiary" means a company as defined in the Financial Institutions Business Act, B.E. 2551.
    “Independent Director” means an independent director of the Bank who has qualifications in accordance with the Notification of the Bank of Thailand No. Sor Nor Sor. 13/2552 Re: Corporate Governance of Financial Institutions and the Notification of the Capital Market Supervisory Board No. Tor Jor. 28/2551 regarding the Application and Approval on the Sale of Newly Issued Shares and/or any amendment or supplement of such notification (if any)