(approved by the Board of Directors in June 2017)

1.Composition and Qualifications

    1.1 The Executive Committee shall be appointed by the Board of Directors. The number of Executive Committee members shall be determined by the Board. The Board of Directors shall appoint a number of Board members, and may appoint any other person, or persons, who hold management positions at the Bank or are outside individuals, to be members of the Executive Committee. The Board of Directors shall appoint one of the Executive Directors, who is a Board member, to serve as Chairman of the Executive Committee.

    1.2 The President shall be an ex-officio member of the Executive Committee.

    1.3 Members of the Executive Committee shall have appropriate expertise and experience, as well as understanding of their qualifications, functions and responsibilities, and shall not possess characteristics as prohibited by applicable laws.

    1.4 Secretary to the Executive Committee shall be appointed by the Executive Committee.

2. 2. Term of Office

    2.1 The term of office of members of the Executive Committee, who are Board members, shall be equal to that of their directorship unless the Board of Directors determines otherwise.

    2.2 The term of office of members of the Executive Committee, who hold management positions at the Bank, shall be equal to the period of time that they remain management of the Bank, unless the Board of Directors determines otherwise.

    2.3 The term of office of members of the Executive Committee, who are outside individuals not holding Board or management positions at the Bank or are other outside individuals, shall be determined by the Board of Directors.

3. Duties 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:

    3.1 To consider and formulate the Bank's business strategy, financial goals, business plan (in short, medium, and long term), including annual budget for presentation to the Board of Directors.

    3.2 To consider and approve matters related to the business of the Bank according to the Bank's regulations including, but not limited to the following:

        (1) Credit

        (2) Debt Restructuring

        (3) Investment Strategy and Investments

        (4) Contingent Liabilities and Borrowing

        (5) Human Resource Matters

        (6) Budget, Expenditure, Financial Report, and MIS Report

        (7) Other crucial matters relating to the Bank’s business, such as new business, interest rate policy, credit policy, accounting policy, branch opening, organization structure, etc.

    3.3 To screen issues prior to their submission to the Board of Directors for consideration, except where the issues are under the responsibility and/or authority of other Board Committees, they will be screened by such related Committees prior to being directly submitted to the Board.

    3.4 To take note of issues both related to and not related to the management of the Bank, such as legal proceedings against the Bank as a defendant, which the Executive Committee members deem necessary or appropriate.

    3.5 To take note of internal audit reports concerning preventive and audit measures. Damage or possible loss which could severely affect the Bank must be immediately reported by the Audit and Compliance Group to the Executive Committee.

    3.6 To consider or approve issues which are assigned by the Board of Directors.

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.

4. Meetings and Voting

    4.1 The Executive Committee shall hold a meeting as it deems appropriate, but no less than 12 times a year.

    4.2  Meetings of the Executive Committee shall be called by the Chairperson of the Executive Committee. In the event that the Chairperson is absent or unable to perform their duty, a person assigned by the Chairperson shall be able to call a meeting.

    The Executive Committee members shall attend the meeting in person for at least 75% of the meetings held each year. If unable to attend a meeting in person, an Executive Committee member may opt for electronic meeting attendance via video conference or teleconference instead.

    The Chairperson of the Executive Committee may allow other persons to attend or give their opinions to the meeting.

    4.3 At a meeting of the Executive Committee, at least one-half of the total number of members must be present to form a quorum. Such meeting attendance includes both in-person and electronic meeting attendance.

    4.4 In the event that the Chairperson of the Executive Committee sees an urgent need of the Executive Committee’s resolution, the Chairperson may call a meeting via electronic meeting so that the Executive Committee members can comprehensively discuss and comment on the matter.

    4.5 Endorsement of the Executive Committee’s resolutions may be document-based or by e-mail.

    4.6 Absolute decisions at a meeting of the Executive Committee shall be made by a majority of votes of all members present at the meeting. Each member shall have one vote. The Chairperson of the meeting shall abstain from voting on any agenda item unless in case of a tied vote, whereby they shall cast the decisive vote.

    Executive Committee members having a stake in a given matter shall have no right to vote on such matter.

    4.7 Credit-related matters to be proposed to the Executive Committee shall be considered and screened by a concerned Credit Committee in accordance with the Approval Authority Regulations. General operational matters shall be considered and screened by the President and possibly through concerned management committees.

    Information, reports, and details to be presented at a meeting of the Executive Committee shall be submitted to the Secretary to the Executive Committee for compilation and presentation to the Committee prior to the meeting. The Top Management or designated person by the Top Management shall be responsible for presenting the matter at the Executive Committee’s meeting, except as the Executive Committee may consider or direct otherwise.

    4.8 The Secretary to the Executive Committee shall be responsible for preparing minutes of the meetings and safekeeping meeting documents.

(Approved by the Board of Directors on 19 July 2018)

1. Composition and Qualifications

    1.1 The Risk Oversight Committee shall be appointed by the Board of Directors and comprise no less than 3 members.

    1.2 The Chairman of the Risk Oversight Committee shall be an independent director or non-executive director.

    1.3 All members of the Risk Oversight Committee shall be directors, executives, or advisors of financial institutions, and at least half of the committee members shall be independent or non-executive directors, or advisors who have the same duties as board members.

    1.4 Members shall have appropriate knowledge, expertise, and understanding of risks involving financial business.

    1.5 The Risk Oversight Committee shall appoint its own secretary.

2. Membership Terms

    2.1 The terms of office of committee members who are members of the Board of Directors shall be determined by the Board of Directors.

    2.2  The terms of office of committee members who are executives or advisors of the Bank shall be determined by the Board of Directors.

3. Duties and Responsibilities

    3.1 Provide advice to the Board of Directors regarding the SCB Group’s risk management framework.

    3.2 Ensure that senior management, including the Chief Risk Officer, strictly adhere to risk management policies, strategies, and risk tolerance.

    3.3 Ensure that the SCB Group’s capital and liquidity management strategies to cope with risk are in line with risk-approved tolerances.

    3.4 Review the adequacy and efficiency of overall risk management policies, strategies, and risk tolerance at least once a year or upon any significant change. The Risk Oversight Committee should discuss and share comments with the Audit Committee to assess the coverage of the SCB Group’s risk management policy and strategies to ensure that they cover all types of risk, as well as upcoming risks, and that the execution of such policy and strategies is effective and efficient.

    3.5 Report risk positions, risk management effectiveness, status of compliance with the corporate culture of risk awareness, significant risk factors and issues, and actions to be taken for improvement line with the SCB Group’s risk management policy and strategies to the SCB Board of Directors.

    3.6 Comment on or participate in assessment of the effectiveness and efficiency of the Chief Risk Officer’s performance.

    3.7 Provide the SCB Board of Directors with advice on cultivating a risk awareness culture throughout the organization and corporate culture compliance.

4. Meetings and Voting

   4.1 The Risk Oversight Committee shall hold a meeting once a month, unless it is deemed necessary to call a special session.

    4.2 Risk Oversight Committee members shall attend meetings in person for at least 75% of the meetings held each year. If unable to attend a meeting in person, a committee member may opt for electronic meeting attendance. Meeting attendance of committee members shall be counted for both meeting in person and electronic attendance.

    4.3 The quorum of the Risk Oversight Committee’s meetings shall have at least half of the total committee members.

    4.4 In the event that the Chairman of the Risk Oversight Committee has deemed it necessary for an urgent committee resolution, but committee members are insufficient to constitute a quorum, the Chairman of the Risk Oversight Committee may call an electronic meeting.

    4.5 Absolute decisions at a meeting of the Risk Oversight Committee shall be made by a majority of votes of all members present at the meeting. Each member shall have one vote, and the committee chairman shall abstain from voting. Any resolution having equal votes shall require voting of the committee chairman to be final.

Committee members having a stake on a given matter shall have no right to vote on such matter.

(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:

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.

         6.2 Communications
              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 and customers 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.

13. Harassment

          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.

14. Whistleblower

           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:

• E-mail Address : whistleblower@scb.co.th
• Direct hotline: 02-544-2000
• P.O. Box no. 177, Chatuchak Post Office 10900

           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    

• Business Integrity
  
  Conduct business in an ethical manner with adherence to correctness, honesty, integrity and transparency and strictly comply with applicable laws and regulations and shall not participate in any fraudulent act or corruption, shall not offer, give, promise any bribes, valuable things, gifts or any other benefits including to give any advantages to any person, nor shall improperly influence any action or decision for its own benefit or for the benefit of other person.
  
  
• Fairness
  
  Conduct business with responsibility to ensure that every party will be treated with fairness, respect to the benefits of involved persons and shall not involve in the obstruction of equitable price competition.
  
  
• Information Disclosure
  
  Disclose its information completely and accurately pursuant to the law
  
  
• Confidential Undertaking
  
  Prevent leakage of the Bank’s confidential information, do not disclose nor use any confidential information of the Bank, customers and related parties for its own benefit or for benefit of others without consent in any respect including allow to use the confidential information in any manner which violates the laws and regulations or orders of the relevant authorities.
  
  
• Intellectual Property Rights
  
  Respect intellectual property rights of the Bank and others and undertake not to allow violation of such rights.

2. Labor and Human Rights

• Non-discrimination
  
  Respect human dignity, equality, and fairness and shall not discriminate against workers on the grounds of physical or mental differences, race, nationality, religion, gender, age, education, marital status, pregnancy, political affiliation, disability or any other matter.
  
  
  
• Labor Protection
  - Do not employ child labor younger than legally required minimum age.
  - Female workers shall not engage in work which may harm their health and safety. Pregnant workers shall be protected and provided their legally mandated benefits.
  - Employment of foreign workers must be duly compliant with the regulatory requirements.
  - Layoff-Practice must be proceeded with each step of managing layoffs according to the labor laws. Any employment contracts must not be unfairly terminated.
  
  
• Prevention of Involuntary Labor
  
  Do not use or exploit forced labor or against labor’s own free will through the use of corporal punishment, threat, confinement at the workplace, coercion, harassment, human trafficking or any other means of violence.
  
  
• Wages and Benefits
  
  Pay workers wages, overtime pay, and holiday pay, as well as provide legally mandated benefits accurately, fairly and not less than the minimum wage according to applicable laws. The wages, overtime pay, holiday pay or other benefits shall be allocated to workers within the specified time.
  
  
• Working Hours
  
  Do not force workers to work longer than the maximum working hours stipulated by applicable laws. Working overtime or working on holiday by workers must be voluntary. Workers must be granted holidays and leave as required by applicable laws.

3. Occupational Health and Safety

• Safety and Working Environment
  
  Implement safety systems for workers and involved persons by providing a safe and healthy work environment and reducing and controlling accident risks and health impacts which may arise from performance of duty, transport and service as well as establishing emergency control plans in order to reduce loss.
  
  
• Personal Protective Equipment
  
  Provide to workers sufficient and reliable personal protective equipment in order to be appropriate for risk exposure and ensure the proper use and care of personal protective equipment.

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:

• Reduce
• Reuse/ Recycle
• Replenish

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

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.