|1. Mr.Arthid Nanthawithaya
|2. Mr.Kan Trakulhoon||Member|
|3. Dr. Lackana Leelayouthayothin
|4. Dr. Pailin Chuchottaworn
|5. Mr.Chakkrit Parapuntakul
Functions and Responsibilities
The crucial duties and responsibilities of the Executive Committee are to ensure that the Bank's operations are in accordance with its strategies and policies and regulations. The Committee is empowered to administer and manage the Bank's business, and perform tasks assigned by the Board of Directors, with an aim to accomplish the Bank's vision and be in alignment with the Bank's mission, as well as to promote management practices that are in compliance with the Bank's core values.
In addition, the Executive Committee shall have authorities, duties, and responsibilities as follows:
In the case that the Executive Committee resolves or directs that a person or a group of persons be authorized to perform a task on its behalf, such authorization may not be sub-delegated to a third person unless it is allowed in the Committee's initial authorization.
|1. Mr.Prasan Chuaphanich||Chairman|
|2. Dr. Pasu Decharin||Member|
|3. Mr. Chaovalit Ekabut||Member|
|Mr. Krieng Wongnongtaey||Secretary|
Functions and Responsibilities
It is the responsibility of the audit committee to provide the board with independent, objec-tive advice on the adequacy of management's arrangements with respect to the following as-pects of the management of the SCB Group:
1. Values and ethics
To obtain reasonable assurance with respect to the SCB Group's values and ethics prac-tices, the audit committee will:
2. Organizational governance
To obtain reasonable assurance with respect to the SCB Group's governance process, the audit committee will review and provide advice on the governance process estab-lished and maintained within the SCB Group and the procedures in place to ensure that they are operating as intended.
3. Risk management
To obtain reasonable assurance with respect to the SCB Group's risk management prac-tices, the audit committee will:
To obtain reasonable assurance with respect to the SCB Group's procedures for the pre-vention and detection of fraud, the audit committee will:
To obtain reasonable assurance with respect to the adequacy and effectiveness of the SCB Group's controls in responding to risks within the SCB Group's governance, opera-tions and information systems, the audit committee will:
The audit committee will:
Oversight of the internal audit activity and other assurance providers
1. Internal audit activity
To obtain reasonable assurance with respect to work of the internal audit activity, the audit committee will provide oversight related to:
1.1 Internal audit charter and resources
1.2 Head of Audit Function performance
1.3 Internal audit strategy and plan
1.4 Internal audit engagement and follow up
1.5 Standards conformance
2. External auditors
To obtain reasonable assurance with respect to work of the external assurance providers, the audit committee will meet with the external assurance providers during the planning phase of the engagement, the presentation of the audited financial statements, and the discussion of the results of engagements and recommendations for management.
The audit committee will:
To obtain reasonable assurance that management has acted on the results and recommenda-tions of internal and external audit engagements, the audit committee will regularly review re-ports on the progress of implementing approved management action plans and audit recom-mendations resulting from completed audit engagements.
3. Financial statements
The audit committee is responsible for oversight of the independent audit of the SCB Group's financial statements, including but not limited to overseeing the resolution of audit findings in areas such as internal control, legal, regulatory compliance, and ethics.
The audit committee will:
4. Other responsibilities
In addition, the audit committee will:
The audit committee will report to the board annually, summarizing the committee's activities and recommendations.
Nomination, Compensation and Corporate Governance Committee
|1. Mr.Kan Trakulhoon||Chairman|
|2. Mr.Weerawong Chittmittrapap||Member|
|3. Dr. Thaweesak Koanantakool||Member|
|4. Mr.Chakkrit Parapuntakul||Member|
Functions and Responsibilities
The Nomination, Compensation and Corporate Governance 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.
Corporate Social Responsibility Committee
|1. Dr.Vichit Suraphongchai
|2. Pol.Col.Thumnithi Wanichthanom||Member|
|3. ACM. Satitpong Sukvimol||Member|
|4. Miss Jareeporn Jarukornsakul||Member|
|5. Mrs.Apiphan Charoenanusorn||Member
Functions and Responsibilities
Risk Oversight Committee
|1. Mr. Krirk Vanikkul||Chairman, Independent Director|
|2. Mr. Pasu Decharin
|3. Miss Chunhachit Sungmai||Director|
|4. Mrs. Pantip Sripimol||Director|
|5. Mr. Arthid Nanthawithaya
||Director, Chief Executive Officer|
|Mr. Anucha Laokwansatit||Secretary|
Functions and Responsibilities
|1. Dr. Thaweesak Koanantakool||Independent Director and Chairman of Technology Committee|
|2. Dr. Pailin Chuchottaworn
|3. Miss Jareeporn Jarukornsakul
|4. Mr. Arthid Nanthawithaya
||CEO and Chairman of Executive Committee|
|5. Dr. Arak Sutivong
|6. Mr. Trirat Suwanprateeb
||Chief Executive Officer, of The New Technology Company|
|7. Mr. Chalee Asavathiratham
||SEVP, Chief Digital Banking Officer|
|8. Mrs. Voranuch Dejakaisaya
||SEVP, Chief Information and Operations Officer, and secretary of Technology Committee|
Functions and Responsibilities
|1. Mr. Sarut Ruttanaporn||Member|
|2. Dr. Arak Sutivong||Member|
|3. Mrs. Apiphan Charoenanusorn||Member|
Functions and Responsibilities
The Management Committee is chiefly in charge of and responsible for driving the Bank’s business and operations towards the achievement of strategy, financial targets and business goals, fostering the desired corporate culture, and ensuring that internal and external communications are in line with the Bank’s strategy.
In addition, the duties and responsibilities of the Management Committee include the following:
Risk Management Committee
|1. Chief Executive Officer||Chairman|
|2. President 3 ท่าน||Member|
|3. Chief Risk Officer||กรรมการ|
|4. Chief Financial Officer||Member|
|5. Chief Legal and Control Officer||Member|
|6. Chief Technology Officer||Member|
|7. Chief Strategy Officer||Member|
|8. Advisor to CEO - Special Business||Member|
|9. Head of Special Business||Member|
|10. Chief Credit Officer||Member and Secretary|
Functions and Responsibilities
Assets And Liabilities Management Committee (ALCO)
|1. Chief Executive Officer (CEO)||Chairman|
|2. President, Chief Business Officer||Member|
|3. President, Chief Financial Officer and Chief Strategy Officer||Member|
|4. President, Chief Technology Officer||Member|
|5. President, Chief Operating Officer||Member|
|6. Chief Financial Officer||Member|
|7. Chief Strategy Officer||Member|
|8. Chief Risk Officer||Member|
|9. Chief Wholesale Banking Officer||Member|
|10. Chief SME Banking Officer||Member|
|11. Chief Wealth Banking Officer||Member|
|12. Chief SSME and Retail Banking Officer||Member|
|13. FEVP, Head of Economic Intelligence Center||Member|
|14. EVP, Group Treasury Function||Member and Secretary|
Functions and Responsibilities
Equity Investment Management Committee
|1. President, Chief Financial Officer and Chief Strategy Officer||Chairman|
|2. Chief Risk Officer||Member|
|3. Chief Financial Officer||Member|
|4. Advisor to CEO - Special Business||Member|
|5. FSVP, Financial Management Division||Member and Secretary|
Functions and Responsibilities
(Approved by the Board of Directors on 29 November 2018)
1. Composition and Qualifications
1.1 The Corporate Social Responsibility Committee and its chairman shall be appointed by the Board of Directors through selection and nomination by the Nomination, Compensation, and Corporate Governance Committee. The Corporate Social Responsibility Committee shall comprise at least three (3) members, including a President as an ex officio member.
1.2 Members of the Corporate Social Responsibility Committee shall have appropriate qualifications, expertise and experience, and understanding of their functions and responsibilities.
1.3 A qualified SCB officer shall be appointed as the secretary to the Corporate Social Responsibility Committee.
2. Term of Membership and Meetings
2.1 The term for each member of the Corporate Social Responsibility Committee shall be equal to that of members of the Board of Directors, and end at the same time as the latter at the Annual General Meeting of Shareholders. A member of the Corporate Social Responsibility Committee may be re-elected. A retired member shall remain an acting member to perform their duties until a new member has been appointed, except in the case where their term of membership of the Board of Directors expires and they are not re-elected as a director.
In case of a vacancy in the Corporate Social Responsibility Committee, the Board of Directors shall select a qualified director who possesses no prohibited characteristics to serve as a member of the Corporate Social Responsibility Committee. The substitute member shall hold office only during the remaining term of office of the person they replace.
2.2 The Corporate Social Responsibility Committee shall meet at least once a quarter. The Chairman of the Corporate Social Responsibility Committee may call for a special meeting as deemed appropriate. The members of the Corporate Social Responsibility Committee shall attend the meeting in person. In case a member cannot attend a meeting, they may participate in the meeting via video conference or teleconference.
In the event that the Chairman of the Corporate Social Responsibility Committee determines that there is an urgent need to obtain a resolution of the Corporate Social Responsibility 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 meeting by having each member cast their vote via resolution document, video conference, teleconference, or by electronic mail. Such resolution shall be prepared in a written document for each member to sign as evidence thereof.
2.3 In order to form a quorum at a meeting of the Corporate Social Responsibility Committee, at least half of the members shall be present.
2.4 In the event that the Chairman of the Corporate Social Responsibility Committee is absent or is unable to chair a meeting, the members present at the meeting shall select a member to be the acting Chairman of the meeting.
A final decision shall be made by majority vote. In the event of a tie vote, the Chairman of the meeting shall have a casting vote.
2.5 Minutes of each CSR meeting will be promptly provided to the Board of Directors for information.
3. Functions and Responsibilities
Key functions of the Corporate Social Responsibility Committee are as follows:
3.1 Develop SCB's corporate social responsibility policy and framework.
3.2 Develop a working policy and coordinate with the Siam Commercial Bank Foundation.
3.3 Consider and allocate resources and budget for corporate social responsibility projects and activities run by SCB and the Siam Commercial Bank Foundation.
4. Professional Advice
The Corporate Social Responsibility Committee may seek professional advice from experts or external advisors at the expense of SCB.
5. Charter Review and Amendment
The Corporate Social Responsibility Committee will review this Charter annually and recommend amendments as appropriate for Board approval.
The Siam Commercial Bank Public Company Limited has defined the meaning of “independent director” to be more stringent than that of the Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559, Re: Application for and Approval of Offering for Sale of Newly Issued Shares, which contains the following criteria:
|(a)||Must not hold shares in excess of 0.5% (one-half of one percent) of the total number of voting shares of the Bank, or the Bank’s parent company, subsidiary company, associated company, major shareholder, or controlling person, whilst the number of shares held by any related person of such independent director must also be counted.|
|(b)||Is not and has not been a director participating in management role, or an employee, an officer, an advisor who receives regular salary, or a person having controlling power, of the Bank or the Bank’s parent company, subsidiary company, associated company, a subsidiary company in the same level, major shareholder, or controlling person, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director, provided always that such prohibited characteristics shall not apply to an independent director who used to be a government officer or an advisor to a government authority, which is a major shareholder or the controlling person of the Bank.|
Is not a person having blood relationship or relationship through legal registration as a father, mother, spouse, sibling, and child, including as a spouse of a child of other directors, management person, major shareholder, controlling person, or the person being nominated to be a director, management person or a controlling person of the Bank or the Bank’s subsidiary company.
Does not have and has not had any business relationship with the Bank or the Bank’s parent company, subsidiary company, associated company, major shareholder, or controlling person in the manner in which his/her independent discretion might be affected, and is not and has not been a significant shareholder or a controlling person of the person that has business relationship with the Bank, or the Bank’s parent company, subsidiary company, associated company, major shareholder, or controlling person, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director.
A business relationship referred to in (d) above shall include any trading transaction in the ordinary course of business for any lease taking or lease out of any immovable property, any transaction relating to asset or service, or granting or accepting any financial support by way of either borrowing, lending, guaranteeing, or collateral providing, including any other act in similar manner thereto, that could result in a creation of the Bank’s obligation or the obligation of its counterparty, to repay its debt to the other party in an amount equal to three percent or more of the net tangible asset value of the Bank or Baht twenty million or more, whichever is lesser. In this regard, such business relationship shall not include deposit transaction, which is a transaction in the ordinary course of the Bank’s business.
In light of this, the method for calculation of the value of the connected transaction pursuant to the Notification of the Capital Market Supervisory Board, Re: Rules on Entering into a Connected Transaction shall be applied mutatis mutandis for the purpose of calculation of such amount of debt, provided that the amount of debt incurred during the past one year prior to the date on which such business relationship with such a person exists must also be counted.
|(e)||Is not and has not been an auditor of the Bank or the Bank’s parent company, subsidiary company, associated company, major shareholder, or controlling person, and is not a significant shareholder, a controlling person, or a partner of any auditing firm or office for which the auditor of the Bank, or the Bank’s parent company, subsidiary company, associated company, major shareholder, or controlling person is working, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director.|
|(f)||Is not and has not been any professional service provider, including legal or financial advisor who obtains fee of more than Baht two million per year from the Bank or the Bank’s parent company, subsidiary company, associated company, major shareholder, or controlling person, and not be a significant shareholder, or a controlling person, or a partner of any of such professional service provider, unless such an independent director has not possessed the characteristics referred to above for at least two years prior to the date on which such an independent director is appointed as independent director.|
|(g)||Is not a director appointed as a representative of a director of the Bank, a representative of a major shareholder of the Bank, or a representative of a shareholder of the Bank who is a related person of a major shareholder of the Bank.|
|(h)||Does not engage in any business the nature of which is the same as that of the Bank or the Bank’s subsidiary company and which, in any material respect, is competitive with the business of the Bank or the Bank’s subsidiary company, or not be a significant partner in a partnership, or a director participating in any management role, an employee, an officer, an advisor obtaining regular salary from, or a shareholder holding more than one percent of the shares with voting rights of other company engaging in any business the nature of which is the same as that of the Bank or the Bank’s subsidiary company and which, in any material respect, is competitive with the business of the Bank or the Bank’s subsidiary company.|
Does not have any other characteristics which may restrict such person from offering independent comment or opinion on the Bank’s operations.
After being appointed as an independent director of the Bank with the qualifications stated in (a) to (i) above, such appointed independent director may be assigned by the Bank’s Board of Directors to make decisions in respect of business operations of the Bank, or the Bank’s parent company, subsidiary company, associated company, or a subsidiary company in the same level of the Bank, the major shareholder of the Bank, or the controlling person of the Bank, provided that the decision making by such appointed independent director could be made only on a collective decision basis.
In case that the appointed independent director is the person who has or had a business relationship, or is or has been a professional service provider in exchange for fee exceeding the amount in paragraph (d) or (f), the Bank shall be exempted from such restriction, provided that a supporting opinion of the Board as considered under Section 89/7 of the Securities and Exchange Act B.E.2535 is rendered that the appointment of such person does not affect his ability to perform duties and independent judgment, and relevant information is disclosed in the notice of shareholders’ meeting under the agenda of the election of independent director.
SCB Code of Business Conduct
1. Code of Business Conduct
SCB places importance on monitoring compliance with the code of business conduct as follows:
1.1 Perform duties with integrity, fairness, and accountability. Adhere to conditions as agreed with borrowers and customers, related laws, state and corporate regulations, including the Anti-Corruption and Bribery Policy and the Anti-Money Laundering and Combating the Financing of Terrorism and Proliferation of Weapons of Mass Destruction Policy.
1.2 Perform duties as knowledgeable, capable, and expert professionals with care and prudence
1.3 Aim to generate appropriate gains for shareholders with consistently excellent performance.
1.4 Keep information confidential. Do not use inside information or confidential information to seek undue benefits for one’s self or others.
1.5 Prevent and avoid actions that may lead to conflicts of interest.
2. Service Standards
SCB shall build trust among customers and stakeholders by setting service standards as follows:
2.1 Set effective management so that good services are delivered to customers and stakeholders.
2.2 Set systems for prudent management, audit, and internal control to prevent mistakes in providing services.
2.3 Set a risk management system that is relevant to the business, so that SCB can appropriately manage and cope with potential risks.
3. Employees and Workplace Environment
SCB monitors and provides facilities to accommodate every staff member’s effective performance as follows:
3.1 Recruit and maintain capable staff members. Regularly promote, encourage, and develop them, so that they have career opportunities, advancement possibilities, and security.
3.2 Place importance on fair treatment and respect for every staff member.
3.3 Do not discriminate against staff members by reason of gender, race, age, religion, or disability.
3.4 Offer fair remuneration to staff members based on fair performance evaluation.
3.5 Arrange a safe and sound workplace environment ready to provide services to customers.
3.6 Keep staff personal information confidential and do not misuse it.
3.7 Monitor to prevent threats and harassment through verbal forms or gestures that may hurt the honor and human pride of others at the workplace.
3.8 Provide channels to submit complaints, clues, or reports on doubtful cases of integrity, unfair treatment, or non-compliance with related laws or regulations.
3.9 In case of duty-related inquiries, SCB shall care for staff members in cooperating with internal and external compliance and investigation units for fairness.
3.10 Take disciplinary action against those not complying with laws, rules, or regulations as appropriate to the impact and nature of the offense and be fair to all concerned parties without bias or discrimination.
3.11 SCB shall adhere to human rights principles as joint practice principles with every staff member, and make the staff understand human rights principles as part of performing their duties.
4. Accountability for Customers
SCB place importance on customers and accountable customer treatments as follows:
4.1 Operate businesses with a focus on providing quality and fair financial services following the Bank of Thailand’s regulations on market conduct and four basic consumer rights, as follows: the right to receive correct information, the right to freely select and buy products and services, the right to seek fairness through complaints, and the right to receive compensation in case of damage.
4.2 Maintain sustainable relationships with customers. Do not demand bribes and/or benefits, gifts, assets, or parties in any form that implies such intention would unduly favor customers.
4.3 Offer products and services that suit customers’ needs and capabilities.
4.4 Disclose information about SCB products and services, covering related conditions and risks and fee and interest rates that are correct, clear, and timely, so customers understand and have enough information for decision making. Advertising and publicizing must be transparently communicated with clear content that does not lead to misunderstanding.
4.5 Provide complaint channels and a complaint management process to clearly and appropriately manage customer complaints, such as receiving complaints via phone calls or branches providing services.
5. Conflicts of Interest
SCB provides measures to manage conflicts of interest, as follows:
5.1 Control, monitor, and prevent transactions prone to conflicts of interest, inappropriate related parties, or connected transactions. Policy, procedure, and process are defined for such transaction consideration, approval, and information disclosure in accordance with the state regulators’ requirements and regulations.
5.2 Prevention of misuse of inside information
a) SCB provides measures to control securities trading, and requires disclosure of securities trading lists of directors, executives, and staff members who may gain access to inside information, as well as their related parties to prevent misuse of inside information from their position, duty, or performance to seek unduly benefits for themselves or others.
b) SCB requires that workplaces for units of which operations may involve conflicts of interest shall be separated, to prevent information leakage.
5.3 Related party and connected transactions
a) Regulations for connected transactions and prudent consideration process are defined importantly for the best interests of SCB and its shareholders.
b) Related party transactions between SCB and directors, executives, major shareholders, and their related parties shall not involve transferring SCB benefits to related parties.
c) SCB staff members having a stake in or involved in any transaction shall not participate in the consideration process of such transactions, so that the decision made for such transactions is fully for the benefit of SCB.
5.4 Giving and Receiving Gifts, Receptions, and Other Benefits
a) In giving and receiving gifts, receptions, and other benefits, SCB’s objective is to maintain business relationships. Such actions must be prudent, reasonable, and with a value appropriate to occasions and customary courtesy.
b) Do not offer, respond to, or solicit bribes or any other inappropriate benefits directly or indirectly to/from customers, government agencies, companies, or third parties, so as to influence their neutral discretion in making decisions or performance of duty or to gain undue benefits.
6. Data management
SCB places importance on information confidentiality and data management for customer, employee, business partner, and SCB data with appropriate and careful data management as follows:
6.1 Data management
a) Protect, store, and maintain customer, employee, business partner, and SCB data that must not be disclosed as required by law, including appropriate data processing (collection, maintenance, retention and use) as required by law and SCB regulations.
b) Customer, employee, business partner, and SCB data must not be disclosed, unless consent is granted by the data owner as the case may be, or in compliance with related laws.
a) SCB aims to disclose its information to shareholders, investors, and the public in an accurate, complete, comprehensive, and timely manner, and in compliance with related laws and regulations.
b) Any communication, statement, or release of information about SCB and its businesses, customers, employees and business partners must be accurate and appropriate. Such information release to the public or any press and media must be by a person assigned to release the information on behalf of SCB only.
7. Overall Compliance
SCB is committed to operating businesses in compliance with related laws and regulations, its policies and regulations, and good corporate governance principles as follows:
7.1 SCB is committed to following good corporate governance principles set forth by the state regulators overseeing SCB as a commercial bank and a listed company, and to build trust among stakeholders. SCB aims to develop its compliance function to meet international standards for the benefit and trust of every stakeholder.
7.2 Equip staff members with knowledge and understanding about related laws and regulations and awareness of risks arising from compliance failure that may affect SCB’s business operations, image, reputation and their own duties and responsibilities.
7.3 Have a Compliance Function in place to monitor the bank’s compliance with related laws and regulations. It can perform independently from the bank’s management. Personnel and resources are appropriately and adequately allocated to such Function.
7.4 Have compliance monitoring in place to regularly review the bank’s compliance with related laws and regulations and the bank's policies and regulations. Have compliance management, corrective guidelines, and prevention measures in accordance with related laws and regulations, its policies and regulations, and good corporate governance principles.
8. Business Competition and Dispute Resolution
SCB places importance on effective and sustainable business operations as follows:
8.1 Operate businesses and treat trade partners and rivals with independence and fair competition. There shall not be mutual agreements among banks on setting unfair trading prices or service conditions for customers. Keep information confidential in accordance with related laws and regulations. Do not seek information of trade partners and rivals in a wrongful and unfair manner.
8.2 Set practice guidelines on product and service offerings that is useful and valuable for customers. Let customers choose services freely. Do not discourage customers in changing to services offered by other banks so much so that it is beyond moderation.
8.3 Do not verbally attack rivals or do anything so as to monopolize, reduce, or limit market competition.
8.4 For disputes, SCB shall provide appropriate dispute resolution or mediation.
9. Society and Environment
9.1. SCB is committed to business practices with social responsibility. The Bank is prudent when considering any action that may affect public interest. SCB is committed to constant actions and support for activities beneficial to communities and the society.
9.2 ธSCB places importance on effective safety and environment care to prevent effects on neighboring communities. The Bank promotes environmental awareness and responsibility among its staff members.
Siam Commercial Bank PCL (SCB) Code of Conduct
The SCB Code of Conduct applies to all SCB directors, executives, and staff members/employees. In this regard, the term “employees” shall cover executives and staff members at all levels regardless of the period validity of their employment contracts.
1. Good Corporate Governance
1.1 SCB directors and executives play a vital role in building good corporate governance within the organization to build trust among shareholders, customers, regulators, and all stakeholders for the ultimate benefit of the organization, the industry, and the country. A clearly written Good Corporate Governance Policy must be in place. A Code of Conduct must be developed and communicated to staff members and executives for their most effective practice.
1.2 SCB directors and executives shall follow Good Corporate Governance principles by defining business-related policies and business directions, having Good Corporate Governance compliance control in place, and overseeing SCB executives and management to effectively and efficiently follow the policies given.
1.3 SCB businesses are operated under the provision of related laws, state rules, and regulations. Therefore, SCB directors, as the shareholders’ representatives, shall define policies. SCB executives, as management, drive practical and effective policy execution and arrange an effective internal control system for proper business compliance control.
1.4 SCB directors shall ensure that the Bank has an effective risk management policy and system in place to address its key risks, and oversee the Risk Management Committee to perform its duty completely, professionally, and independently – not influenced by business units. SCB executives shall acknowledge potential risks, protect SCB interest, and limit potential loss at an acceptable level under effective risk management.
2. Protecting SCB Interest, Image, Honor, Reputation, and Virtue
SCB directors, executives, and staff members shall behave as a role model as follows:
2.1 Adhere to integrity, fairness, ethics, accountability, and business ethics. Do not offer promises or obligations on matters that cannot proceed. Perform duties with care, prudence, and determination in full capacity. Adhere to the truth, not directly or indirectly causing misunderstanding, by following the business judgment rule, for the best interest of the organization and its stakeholders. Protect and keep the best interest of the organization in mind. Pay attention to incidents taking place and activities in the organization.
2.2 Protect SCB benefits through due actions. Do not help, support, or serve as a tool to avoid compliance with laws and regulations against business governance principles.
2.3 Be careful with actions and expressions that may affect SCB's image, including communications via social media.
2.4 Communications, whether internal or external, must be accurate and forthright, and directed through appropriate channels in each situation.
3. Conflicts of Interest
Employees shall perform their duties with the Bank's interest as their top priority. You shall always realize that your performance must not involve any stake or conflict of interest, and avoid any possibly direct or indirect conflict of interest.
4. Information Integrity
All SCB information must be true and accurate.
4.1 Management, shareholders, creditors, and regulatory agencies rely upon the accuracy of SCB’s records to track its health and performance, and to make decisions. Therefore, everyone shall be cooperative in properly preparing data, by accurately and timely keeping records and reporting.
4.2 Directors, executives, and staff members shall fully cooperate with internal and external auditors whenever called upon to do so.
5. Data confidentiality
5.1 Do not disclose any non-public information about SCB, unless required to do so by law, or with the Bank’s approval. This safeguarding of confidentiality extends to information related to our customers, products, services, strategies, plans, methodologies, and systems. Regardless of employment status, all concerned persons shall not use information gained or prepared in their duties at SCB for purposes other than functions under their responsibility, or use them for personal gain or the gain of others.
5.2 Information confidentiality is an important matter that requires all concerned persons’ strict compliance. Do not disclose any customer information to other parties by any means or through any communication channels, unless required to do so by authorities by law or court order.
5.3 Information confidentiality covers the personal data of customers, employees, and other personal data owners. Personal data is data that can lead to direct or indirect identification of any person, such as name, family name, ID number, passport number, date of birth, gender, age, financial data, contact data, occupation data, income, education, electronic data, data about income and benefits, and medical records. Such personal data can be disclosed only by the data owners and concerned persons with authorized access by SCB for use in SCB business, or for a critical need. Concerned persons dealing with such personal data shall be extremely careful with this policy compliance and strictly protect data confidentiality.
6. Insider Trading
Persons having inside or non-public information are prohibited from buying or selling concerned stocks or other securities, or disclosing or taking advantage of such inside information to directly or indirectly seek personal gain and/or gain for others.
7. Anti-Money Laundering and Combating the Financing of Terrorism and Proliferation of Weapons of Mass Destruction
Adhere to laws and regulations regarding anti-money laundering and combating the financing of terrorism and the proliferation of weapons of mass destruction policy. Do not encourage or be involved in transfers or transformation of assets related to offenses. This is to prevent the use of SCB as a channel or tool to transfer, conceal, or cover up sources of assets unlawfully gained.
8. Anti-Corruption and Bribery
The SCB Group has a policy to counter all types of corruption. SCB directors, executives, and staff members have a duty to study and understand SCB's anti-corruption and bribery policy and strictly follow provided guidelines.
9. Gambling, Alcohol, and Drugs
9.1 Any means of use, possession, purchase, sale, or transfer of any narcotics or controlled substances (except drugs medically prescribed) by any employee is prohibited.
9.2 Consumption of alcohol while on duty is prohibited, except at functions or reception events under SCB regulations. Be careful with your consumption of alcohol to avoid intoxication.
9.3 Gambling is prohibited in any form, whether while being on duty or not.
10. Giving and Receiving Gifts and Receptions
10.1 Do not abuse your office position/authority to seek personal benefits from those dealing with SCB, as well as candidates or potential business partners.
10.2 Do not solicit or make direct or indirect gestures implying an intention to accept money, assets, and/or benefits in other forms from third parties that may impact business decisions on behalf of SCB, with the exception of receiving them on a formal occasion, following customary courtesy, or within the bounds of what is customary in a normal business relationship.
10.3 The occasional exchange of gifts and social amenities, i.e. business lunches, dinners, or receptions, may be allowed as appropriate, so as to maintain business relationships. Giving and receiving gifts in the form of cash or valuable assets equivalent to cash such as gold, jewelry, and negotiable financial instruments such as cashier’s cheques is prohibited.
11. Corporate Assets
11.1 Employees are responsible for corporate assets. We have a responsibility to protect our corporate assets from loss, damage, or misuse. This responsibility covers not only your own conduct but also your attentive compliance with SCB’s security procedures, and alertness to situations or incidents that could lead to the loss, theft, or misuse of SCB assets.
11.2 Corporate assets include cash, financial instruments and tools, proprietary information, intellectual properties, computer systems, software programs, electronic mail, documents, equipment, facilities, vehicles, the Bank’s name and logo, materials, and supplies.
11.3 Intellectual properties include copyrights, patents, petty patents, trademarks, trade secrets, and any other valuable information belonging to SCB. Employees are responsible for protecting the bank's intellectual properties from unauthorized use or distribution, and they shall respect the right of intellectual property owners.
12. Outside Employment or Other Commercial Activities
12.1 Any personal transaction or business shall be separated from SCB business activities. Do not use SCB’s name in making personal transactions. Operate a business at arm’s length or make a transaction that is a normal trade customary practice in the same way as making transactions with people in general with no special connection, aiming mainly for SCB benefits. Avoid potential conflicts of interest or those expected to arise. In case of a conflict of interest, it must be fairly and quickly addressed.
12.2 Employees shall perform their duties with responsibility, prudence, and integrity in compliance with related laws and regulations as well as SCB policies, rules, and procedures.
12.3 Employees shall not be an employee of organizations other than those under the SCB Group, or perform outside activities that are not related to SCB while on duty
12.4 Any employee performing as a director, a committee member, an advisor, an instructor, or performing outside activities for organizations other than those under the SCB Group must obtain approval from SCB's authorized approver in advance.
SCB is committed to providing our employees with a productive and positive work environment, free of any form of harassment, be they verbal, physical, sexual, offensive messages, gestures, pictures, electronic media, etc.
For transparent compliance with good corporate governance, SCB provides the following channels for whistleblowers to complain or report misconduct, corruption, or non-compliance with rules, regulations, and codes of conduct:
Whistleblowers can choose not to reveal themselves if they have concerns about any unsafe situations or negative impacts.
SCB considers information provided by whistleblowers confidential. It will be disclosed as deemed necessary, giving priority to any safety or negative impacts on whistleblowers, sources of information, and concerned persons. Those concerned in the inquiry or fact-finding process are responsible for strictly keeping whistleblowers' information confidential. Any violation or unfair treatments to whistleblowers or witnesses shall be deemed a serious disciplinary offense and may be considered an offense by law.
15. In Closing
While fairness, honesty, and integrity are essential to the conduct of our business, let us not forget our commitment to service excellence. This commitment must become second nature to every SCB employee and be always reflected in our words, actions, and demeanor. Whether we are engaged in face-to-face meetings with our customers and third parties, talking to them on the telephone, or contacting them in writing or online, our respect, politeness, sincerity, attentiveness, and eagerness to serve must be unwaveringly apparent.
The culture of service excellence can only be sustained and flourish in a workplace where employees exhibit these very same characteristics in treating one another. Enthusiasm, cooperation, teamwork, and responsiveness are preferred characteristics that you should learn from one another.
Your compliance with the SCB Employee Code of Conduct will promote SCB's image and corporate culture, the sustainable business operations of the SCB Group, resulting in the utmost in benefits to our customers, shareholders, peers, and society.
The Siam Commercial Bank1 conducts its business ethically and responsibility in line with principles of good corporate governance and commitment to protect, enhance and support society and environment in accordance with sustainable development approach to achieve a balance between the social, environmental and business needs, enabling them to grow alongside each other in a sustainable way.
The Siam Commercial Bank has intention to encourage this principle to its suppliers2, who are significant factors in its business, to pursue this principle and concept in practice and to share such principle with society. In order for proper and mutual understanding, The Siam Commercial Bank has developed the "SCB Supplier Code of Conduct" for its suppliers as a guideline. The Siam Commercial Bank encourages its suppliers to conduct their business with ethical behavior, with respect to the liberty and rights, with care for labor and human rights, occupational health and safety, and to pursue the achievement of the "SCB Supplier Code of Conduct" in practice. In the event that the suppliers are incompliance with the "SCB Supplier Code of Conduct", The Siam Commercial Bank reserves right to take any action considering the affect and damage occurred.
1 The Siam Commercial Bank means The Siam Commercial Bank Public Company Limited and all its affiliates both domestic and abroad.
2 suppliers mean sellers of goods, contractors and/or service providers to The Siam Commercial Bank including all their affiliates and sub- contractors of such sellers of goods, contractors and/or service providers.
1. Business Ethics
2. Labor and Human Rights
3. Occupational Health and Safety
4. Environmental Management
Abide by all applicable environmental laws, standards, rules and regulations as well as operate in and environmentally responsible manner, preserve the environment, utilize natural resources efficiently and effectively, conserve natural resources and minimize the environmental impacts of their business activities in accordance with the guideline and concept as follows:
5. Laws and Regulations
Comply with all applicable laws, rules and regulation
The Board of Directors appointed Mrs. Siribunchong Uthayophas, 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
The Company Secretary’s principal function is to support the Board on statutory matters. Specific functions of the Company Secretary include
The Company Secretary reports functionally to the Chairman of the Board of Directors and operationally to the President.