Company Secretary

Company Secretary - Siam Commercial Bank Public Company Limited

The Board of Directors appointed Mrs. Wallaya Kaewrungruang, a qualified Bank personnel to be the Company Secretary to take responsibilities for matters connected with the meetings of the Board and the shareholders and to contribute to best corporate governance practices

 

• Qualifications

  1. Possess basic knowledge of laws and regulations related to the Public Companies Limited Act, Securities and Exchange Act and Commercial Banking Act. The consultation with legal advisors could promote such knowledge and understanding.
  2. Possess knowledge and understanding of corporate governance principles and practices.
  3. In order to perform his or her duties effectively, the Company Secretary should have familiarity with banking businesses and good communication skills.

 

• Functions

The Company Secretary’s principal function is to support the Board on statutory matters. Specific functions of the Company Secretary include

  1. Undertaking arrangements for meetings of the Board, related Board Committees and the Shareholders. Ensuring that the meetings conform to relevant laws and regulations, the Bank’s articles of associations, individual Board and Committees charters, and best practices
  2. Communicating the Board’s and Shareholders’ resolutions and policies to management and follow up on their implemen-ta-tion, via the President.
  3. Providing preliminary advice and recommendations pertaining to legal, regulatory, and governance issues and practices related to the Board and Board Committees.
  4. Managing the secretariat office to serve as the center for corporate records such as the juristic person register, the memorandum and articles of associations, the shareholder register, and business licenses.
  5. Ensuring that corporate information disclosure and related regulatory filings are in accordance with laws and regulations and the Bank’s Disclosure Policy.
  6. Communicating to general shareholders about their rights and the Bank’s developments.
  7. Providing information and data concerning the Bank’s businesses to Board members to support the Board in carrying out their duties.
  8. Arranging director’s briefings for newly elected directors.
  9. Acting as administrative officer with regard to Board matters, e.g. ensuring that indemnity agreement and D&O insurance required are obtained.

The Company Secretary reports functionally to the Chairman of the Board of Directors and operationally to the President.