The Siam Commercial Bank PCL (the “Bank” or “SCB”) has a strong framework for effective corporate governance based on this Corporate Governance Policy in addition to the Bank’s Memorandum of Association and Articles of Association, as well as laws, rules and regulations covering commercial banks and companies listed on The Stock Exchange of Thailand.

              Beyond this, the Bank’s Board of Directors will adopt as policy any principle of good corporate governance that may have a higher standard than that of the law. This adoption of this Corporate Governance Policy as the Bank’s governance framework has already been approved by the Bank’s Board of Directors.

1.1 Vision

The board of directors (the “Board”) of The Siam Commercial Bank Public Company Limited (the “Bank”) sets the Bank’s vision to be “The Most Admired Bank” for all of its constituents, namely customers, employees, shareholders, the society and regulators.

1.2 Mission

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

1.3 Core Values

iSCB Innovation

We embrace innovation to gain competitive advantage.

Social Responsibility

We care for the welfare of our community and environment.

Customer Focus

We are passionate about exceeding customers’ expectation.

Building our People

We recognize that our people are our future and act accordingly.

1.4 The Bank’s Code of Conduct

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

a) Customers

To provide optimal benefits and satisfaction to the Bank’s customers through delivery of quality products and services, fair treatment, and safeguards on the confidentiality of information.

b) Shareholders

To deliver satisfactory returns to the Bank’s shareholders through sustained, superior operating results as well as effective internal control, auditing systems and risk management.

c) Employees

To recruit and retain excellent and capable personnel, continually implement employee development programs, and provide job security and career advancement opportunities.

d) Business partners and competitors

To conduct business with the Bank’s partners and competitors with fairness and confidentiality, in compliance with applicable laws and regulations, not using dishonest or unethical means to gain information about the Bank’s partners and competitors.

e) Creditors and suppliers

To honor the agreements that the Bank makes with its creditors and suppliers, including guarantee conditions and its obligations towards effective capital and liquidity management to sustain financial strength and solid debt servicing ability, in accordance with the agreed terms and relevant laws and regulations.

f) Social responsibility

To conduct the Bank’s business with responsibility toward society and with sensitivity regarding issues relevant to the public interest; and to regularly support and participate in activities that are beneficial to communities and society.

g) Environment

To abide by environmental laws and regulations; implement effective safety- and environmental-management measures to prevent negative impacts on local communities; and promote employees’ awareness of and concern for the environment.

h) Conflict of interest

To implement measures to control and prevent transactions that might involve conflict of interest or inappropriate transactions with connected parties; and to put in place and follow relevant policies, regulations and approval procedures; and to comply with regulatory requirements regarding approval and disclosure of information on connected transactions.

i) Information disclosure

To deliver thorough, accurate and timely information to shareholders, investors and the public in compliance with relevant laws and regulations.

j) Corporate governance

To abide by good corporate governance principles prescribed by regulators of commercial banks and listed companies, and to develop world-class governance systems for stakeholders’ benefit and confidence.

1.5 Directors’ Code of Conduct

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

    a) Honesty, fairness and integrity

• Directors shall act honestly and with fairness and integrity in all of their dealings for the Bank.
• Directors will not discriminate on the grounds of any person’s race, religion, gender, marital status or disability.
• Directors will not make promises or commitments that the Bank does not intend, or would be unable, to honor.
• Directors’ conduct will, at all times, be such that their honesty is beyond question.
• Directors shall adhere to the truth, and not mislead directly or indirectly, nor make false statements, nor mislead by omission.ิ

    b) Personal transactions

• Directors must keep their personal or other business dealings separate from their dealings as directors of the Bank.
  
• Directors shall not use the name of the Bank to further any personal transaction or other business transaction.
  
• Directors shall use goods, services and facilities provided to them by the Bank strictly in accordance with the terms on which they are provided.

    c) Confidentiality of information

• Directors will ensure that confidential information relating to customers, staff and operations is not given either inadvertently or deliberately to third parties without the consent of the Bank.
  
• No director shall use information obtained by him/her as a director of the Bank for personal financial gain, nor use that information to obtain financial benefit for any other person or business.

    d) Disclosure of interest

• Directors shall fully disclose active private interests or other business interests promptly and any other matters which may lead to potential or actual conflict of interest in accordance with such policies that the directors may adopt from time to time.
  
• Directors shall fully disclose all relationships they have with the Bank in accordance with policies on independence that directors may adopt from time to time.
  
• Directors’ dealings with the Bank will always be at arm's length to avoid the possibility of actual or perceived conflict of interest.

   e) Abiding by the law

• Directors shall observe and abide by the laws, rules and regulations concerning business operations.

    f) Payments, gifts, entertainment and travel

• Directors shall not use their status as director to seek personal gain from those doing business or seeking to do business with the Bank.
• Directors shall not accept any personal gain of any material significance if offered.

1.6 Employees’ Code of Conduct

    a) Scope

• The SCB Code of Conduct applies to all SCB Group employees, including executives, and staff at all levels of the Siam Commercial Bank PCL and its subsidiaries, affiliates and other business entities over which the Bank has effective control, including its overseas operations.

    b) Compliance

• All employees must understand and strictly comply with the Code of Conduct, along with the corporate policies, rules, regulations, and orders that supplement the Code, be they in written or non-written form, and whether they exist or arise in the future.

   c) Operating with ethics

• The Bank is committed to conducting its businesses and activities in accordance with principles of ethics and integrity. Employees are expected to uphold ethical standards; perform their duties with integrity and fairness; think, speak and act within the bound of rightness and honesty; demonstrate behaviors that are socially and morally appropriate; and recognize the importance of ethical behaviors.

    d) Protecting SCB's benefit

• All employees shall perform their duties with integrity, morality, and responsibility, following guidelines, policies, and regulations given by the Bank. They shall be committed to perform their duties with the utmost ability.
  
• Protecting SCB's benefit must be from rightful actions, not assisting, supporting, or agreeing with or facilitating the avoidance of compliance with laws and regulations in accordance with corporate governance principles.

    e) Information integrity

• All SCB information must be true and accurate.
  
• The Bank relies on every employee to support our commitment to exemplary record-keeping and reporting by promptly and accurately capturing all transactions.

   f) Information confidentiality

• Employees shall not disclose any non-public information about SCB, unless otherwise required by law or approved by the Bank. Information confidentiality is an important matter that requires strict employee compliance. Employees are not allowed to disclose any customer information to other parties by any means or through any communication channels, unless otherwise required by competent authorities or court orders.

    g) Communications and representation of the Bank

• SCB is committed to conducting business in an open and honest manner. All communications, whether internal or external, must be accurate and forthright, and directed through appropriate channels.
  
• The publication or circulation, either internally or externally, of any oral or written statement that is false, derogatory, malicious, or defamatory of any person or group is strictly prohibited.

    h) Insider trading

• Employees having access to non-public information (inside information) shall not buy or sell stocks or other securities, disclose or exploit inside information for the benefits of their own or others, either directly or indirectly.

    i) Harassment

• SCB is committed to providing its employees with a productive and positive work environment, free of any type of harassment. Reports of incidents or behaviors that undermine this commitment will be fully investigated and, if valid, could result in serious disciplinary action.

    j) Gambling, alcohol and narcotic drugs

• Employees are prohibited from using, possessing, trafficking and smuggling narcotic drugs or controlled substances (except prescription medicine) of any types and by any means.
• Consumption of alcohol while on duty is prohibited, except at social functions or customer entertainment activities under SCB regulations. Excessive alcohol consumption and intoxication shall be avoided.
• All forms of gambling in while employees are on duty or on Bank premises are prohibited.

    k) Conflicts of interest

• In performing duties, employees shall treat the Bank's interest as a top priority and ensure that they do not have any stakes or conflicts of interest. Potential conflicts of interest that may be direct or indirect shall also be avoided.

   l) Anti-corruption and bribery

• Employees have a duty to study and understand SCB's Anti-Corruption and Bribery Policy and strictly follow given guidelines.

    m) Organization assets

• Employees are expected to treat the Bank’s assets with care and protect them from loss, damage, or misuse.

    n) External employment or activities

• Employees shall not have status as employees of companies outside SCB Financial Group or perform activities which are not related to SCB while they are on duty.

   o) Human rights and political activities

• SCB adheres to principles of human rights as mutual practice principles with our employees. SCB encourages its employees to seek understanding of and adopt human rights principles as part of job performance. SCB does not support businesses that infringe human rights.
• Employees shall be careful with their political expression at workplace or during work hours or at any other places to avoid the impression that such views are expressed in their capacity as the Bank’s employees.

    p) Whistleblower

• or transparent compliance with good corporate governance, the channels are provided for whistleblowers to complain or report misconduct, corruption, or non-compliance with rules, regulations, and codes of conduct.

        Other details of the Codes of Conduct of the Bank and the Bank’s directors and employees are available at SCB’s website at the heading “Code of Conduct,” within “About SCB” under “Corporate Governance.”

2.1 Board of Directors

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

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

1. To direct vision, mission, policies, objectives, strategies and financial objectives for the Bank, approve policies and operational directions proposed by management as well as oversee and monitor the management implementation of the vision, mission, policies, objectives, strategies and financial objectives, with the aim of maximizing economic value and shareholders’ wealth by taking into account the interest of all stakeholders.
2. To devise structures and procedures that will ensure compliance with regulatory requirements, the Articles of Association, resolutions of the Board and shareholder meetings, and with ethical standards, in good faith and with care.
3. To devise structures and procedures to ensure that there are appropriate systems of risk management, internal compliance, audit and control.
4. To devise structures and procedures to ensure that the capital fund is strong and adequate for business operations and risks.
5. To monitor and assess management performance in achieving strategies and budgets approved by the Board.
6. To set criteria for, and evaluate, the performance of the chairman of the Executive Committee, the president and CEO, senior executives and the Bank’s advisors at least one time every year.
7. To ensure that there is adequate preparation and bookkeeping for accounting reports and related documents as well as disclosure of appropriate information to shareholders, depositors and the public.
8. To ensure that there is a procedure to submit the management letter from the independent auditor and opinion from management to the Board within four months from the date of account closing.
9. To review on a regular and continuing basis the succession plan for the positions of chairman of the Executive Committee and president and CEO.
10. To observe and ensure compliance with the Directors’ Code of Conduct.
11. To set policies pertaining to good corporate governance, corporate social responsibility, and anti-corruption and bribery.
12. To review the implementation of corporate governance code (CG Code) in the business context at least annually to ensure the suitability thereof.

b) Meetings of the Board

        The Board shall meet no fewer than six times a year and at least once every three months, with dates scheduled in advance for the entire year. Special meetings are convened as necessary.

        The chairman of the Board, the chairman of the Executive Committee, and the president and CEO jointly determine agenda items of the meeting based on importance and necessity. Main agenda items for each meeting are clearly set in advance: the Bank’s vision, mission, strategy, and annual business plan and budget, including the review thereof; quarterly, semi-annual and annual financial results and financial statements; significant credit and debt restructuring matters; significant acquisition and disposal of assets according to applicable rules; connected and related-party transactions; key changes in the Bank’s organizational structure and management; risk management; and reports from Board committees. Directors shall attend every Board meeting, unless there is an overriding necessity. The relevant executives also make presentations at the meeting to provide additional information on matters under consideration.

        For each meeting of the Board, the meeting invitation and agenda must be prepared and circulated to the members of the Board at least seven days in advance of the meeting date unless it is a matter of necessity and urgency to protect the Bank’s rights or benefits. Meeting document should be submitted to directors at least 5 business days in advance of the meeting date in order for the directors to have sufficient time to consider the issues.

        The company secretary records the minutes, and after each meeting, the draft minutes are proposed to all directors for consideration before the minutes are adopted at the next meeting. The meeting minutes and all supporting documents must be completely kept and made available for scrutiny by directors and other concerned parties. 

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

c) Composition of the Board

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

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

        The terms “independent director” and “executive director” used in this policy shall have the same meanings as those specified in the Bank of Thailand’s Notification No. SorNorSor. 13/2552, Re: Corporate Governance of Financial Institutions, and the Capital Market Supervisory Board’s Notification No. TorJor. 39/2559, Re: Application and Approval on the Offering for Sale of Newly Issued Shares, including any amendment to such Notifications (if any). Moreover, an independent director may not hold shares of the Bank in excess of 0.5% of the total number of voting shares of the Bank, the Bank’s parent company, subsidiary, associate company, major shareholder, or the person having controlling power over the Bank, while the number of shares held by any person related to the independent director must also be included for this calculation purpose. This shareholding restriction of not more than 0.5% is the Bank’s standard and is higher than that set by the Capital Market Supervisory Board, which prohibits an independent director from holding more than 1% of the total voting shares of the company, parent company, subsidiary, associate company, major shareholder, or the person having controlling power over a company which he/she is a director.

d) Term of directors

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

        In addition, the tenure of an independent director shall, for good corporate governance purpose, not exceed nine years.

 e) Selection and appointment of directors

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

    f) Procedures for new directors

       The Bank holds orientation meetings for new members of the Board. In these meetings, briefings on the Bank’s vision, strategies, key business and performance targets, and other material matters are given by the chairman of the Executive Committee, the president and CEO, and/or senior executives. Material documents are also provided to new directors, including the Directors’ Manual, the Memorandum of Association and Articles of Association of the Bank, and the Bank’s latest Annual Report. These documents contain important information, i.e. roles and responsibilities of directors, the Corporate Governance Policy and the Anti-Corruption and Bribery Policy of the Bank, approval authorities, prohibitions under applicable laws, and roles and responsibilities of the Board committees.

g) Position holding in other companies by directors and senior executives

        The Bank lays down a clear policy regarding its director (including the president and CEO)’s position holding in other companies which is in line with best practices determined or recommended by the relevant supervisory bodies. According to the policy, a director shall not hold directorship positions in more than five listed companies and a director and a senior executive of the Bank shall not be chairman, executive director or an authorized signatory director of limited companies of more than three business groups.

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

 2.2 Committees Appointed by the Board

        The Board appoints five committees of the Board (“Board committees”) to study and review specific matters , i.e. the Executive Committee, the Audit Committee, the Risk Management Committee, the Nomination, Compensation and Corporate Governance Committee, and the Corporate Social Responsibility Committee, with each having composition, roles and responsibilities as follows:

        1. Executive Committee

        The Executive Committee comprises a certain number of directors and other person or persons who may be the Bank’s executive(s) or outside individual (s) as the Board may deem appropriate. The chairman of the Executive Committee is appointed from among members of the Executive Committee who are also directors of the Bank, while the president and CEO is an ex officio member of the Executive Committee.

        The term of office of members of the Executive Committee who are directors shall be concurrent with their directorship unless the Board determines otherwise. 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 determines otherwise. With respect to members of the Executive Committee who are outside individuals, their term of office shall be determined by the Board.

       The crucial duties and responsibilities of the Executive Committee are to ensure that the Bank's operations are in accordance with its strategies, policies and regulations. The Executive Committee is empowered to administer and manage the Bank's business, 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, and 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 stated in the Charter of the Executive Committee.

        2. Audit Committee

        The Audit Committee must have at least three members appointed from the persons who are directors, comprising one member as chairman of the Audit Committee and at least two other members. All such members of the Audit Committee must be independent directors and qualified to serve as audit committee members pursuant to the rules set forth by the Bank of Thailand, the Securities and Exchange Commission, the Capital Market Supervisory Board and the Stock Exchange of Thailand.

        The term of office of members of the Audit Committee shall be concurrent with their directorship and thus shall end at an annual general meeting of shareholder where they retire from directorship. Members of the Audit Committee who retire by rotation may be re-appointed. However, their membership is not automatically renewed.

        Roles and responsibilities of the Audit Committee are to review the integrity and adequacy of the Bank’s financial reporting; the efficiency of the Bank’s internal control over the financial reporting processes; the effectiveness of the systems used in monitoring the Bank’s compliance with applicable laws, rules and regulations as well as its corrective actions on non-compliance issues; the Bank’s work procedures and processes governing connected transactions, related-party transactions and conflict-of-interest transactions to ensure compliance with applicable laws or regulations; and the compliance with the Anti-Corruption and Bribery Policy. In addition, the Audit Committee has duties to consider, select, and propose the appointment or discharge of external auditors including their remuneration, and review the performance of the external auditors annually.

        3. Risk Management Committee

        The Risk Management Committee must have at least five members who are the Bank’s directors and/or executives. Most members of the Risk Management Committee must possess knowledge, expertise and insight into overall risks. The chairman and members of the Risk Management Committee shall be appointed by the Board.

        The Risk Management Committee’s roles and responsibilities are to formulate the risk management policy and guidelines as well as evaluate, monitor and control risk levels of the SCB Financial Group at an appropriate level. The Risk Management Committee shall regularly report to the Audit Committees the issues that must be improved or resolved for proper compliance with established policies and strategies.

        4. Nomination, Compensation and Corporate Governance Committee

        The Nomination, Compensation and Corporate Governance Committee must have at least three non-executive directors and appointed by the Board. Moreover, most members of the Nomination, Compensation and Corporate Governance Committee must be independent directors, while the chairman of the Nomination, Compensation and Corporate Governance Committee shall be appointed by the Board and should be an independent director. The chairman of the Board should not be a member or the chairman of the Nomination, Compensation and Corporate Governance Committee.

        The term of office of members of the Nomination, Compensation and Corporate Governance Committee shall be concurrent with their directorship and thus shall end at an annual general meeting of shareholders where they retire from directorship. Members of the Nomination, Compensation and Corporate Governance Committee who retire by rotation may be re-appointed.

        Major roles and responsibilities of the Nomination, Compensation and Corporate Governance Committee are as follows:

• Nomination
  

            To lay down the policy, regulation and procedure for the nomination of directors, members of the Board committees, and the persons with management authority (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)) to be approved by the Board as well as to select and nominate persons whose qualifications are suitable and in line with the Bank’s requirements, in view of its business strategy, as directors, members of Board Committees, and persons with management authority for appointment by the Board and/or, as the case may be, for the proposal of such nomination by the Board to the shareholder’s meeting for election. The Nomination, Compensation and Corporate Governance Committee shall also ensure that the Bank has in place a proper succession and management continuity plan for the positions of the chairman of the Executive Committee, the president and CEO, and the persons with management authority and recommend the plan to the Board for approval.

• Compensation
  

           To set out and propose the policy for the payment and amount of compensation and other benefits for directors, members of Board committees, and the persons with management authority (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)) to the Board for approval or for proposal thereof to the shareholders’ meeting for approval, as the case may be. Such policy shall be based on clear and transparent criteria in order that such persons are offered appropriate remunerations which are commensurate with their roles and responsibilities. The Nomination, Compensation and Corporate Governance Committee shall also formulate the guidelines for annual performance evaluation of the Bank’s directors and persons with management authority.

• Corporate governance
  

            To formulate the Bank’s policy in respect of corporate governance and propose it to the Board for approval; to monitor compliance with that policy; to review and revise the policy on a regular basis for appropriateness; to monitor the Bank’s performance to be in compliance with the corporate governance principles of the relevant authorities; and to arrange for the annual performance evaluation of the chairman of the Board, each individual director, and the Board as a whole, and Board Committees.

• To perform other duties in accordance with the applicable laws, rules, notifications, regulations, or orders prescribed by the relevant authorities
  

        5. Corporate Social Responsibility Committee

        The Corporate Social Responsibility Committee must have at least five directors while the president and CEO is an ex officio member of the Corporate Social Responsibility Committee.

        The term of office of members of the Corporate Social Responsibility Committee shall be concurrent with their directorship and thus shall end at an annual general meeting of shareholders where they retire from directorship. Members of the Corporate Social Responsibility Committee who retire by rotation may be re-appointed.

        Key functions of the Corporate Social Responsibility Committee are to develop SCB's corporate social responsibility policy and framework, a working policy and coordinate with the Siam Commercial Bank Foundation, and consider and allocate resources and budget for corporate social responsibility projects and activities run by SCB and the Siam Commercial Bank Foundation.

2.3 Segregation of Positions Between the Chairman of the Board, the Chairman of the Executive Committee and the President and CEO

        For the Bank’s corporate governance purposes and transparency of internal control, the positions, powers, and duties of the Bank’s chairman of the Board, the chairman of the Executive Committee, and the president and CEO are clearly divided. This practice is consistent with the principle of segregation of roles in corporate governance policy-making and administration duties as per the following details:

        Chairman of the Board : The Board selects and appoints one of the Bank’s independent directors as the chairman of the Board; thus, the chairman of the Board is not either the chairman of the Executive Committee or the president and CEO. The key roles of the chairman of the Board are: to ensure that Board meetings are conducted effectively and matters that are essential to the Bank’s operations and/or performance are placed on the meeting agenda, particularly matters related to corporate strategy; to allocate sufficient time for management to present clear information; to ensure the meeting minutes are correct; and to ensure that the Bank’s governance practices are in compliance with adopted policies. The chairman of the Board also presides over the shareholders’ meeting.

        Chairman of the Executive Committee :  The chairman of the Executive Committee is selected and appointed by the Board from the directors. The chairman of the Executive Committee has power and duty to manage and control the business of the Bank as assigned by the Board, i.e. to develop and review key strategies and practices relating to business of the Bank and undertake responsibilities relating to Board Committee as appointed by the Board, including overseeing the Executive Committee’s compliance with its charter. In addition, the chairman of the Executive Committee is an authorized signatory having the power to singly sign on behalf of the Bank.

        President and CEO : The president and CEO shall be appointed by the Board and shall be an ex officio member of the Executive Committee. The president and CEO is also an authorized signatory person having the power to singly sign on behalf of the Bank, similarly to the chairman of the Executive Committee. The powers and duties of the president and CEO are as those prescribed by applicable law and as assigned by the Board as the Board may deem appropriate. These powers and duties include:

• To implement the Bank’s operations according to policies, strategies and goals as set forth by the Board.
• To monitor and prepare reports on business conditions and the Bank’s positions, and recommend alternatives and strategies consistent with the policies of the Bank and the prevailing market conditions.
• To consider and screen the Bank’s business operations with approval authority according to the Bank’s regulations, and as assigned by the Board and/or the Board Committees;
• To manage and supervise the Bank’s operations in aspects such as finance, risk management, internal control, operational processes and human resources.
• To represent the Bank in dealing with government agencies and regulatory bodies with the authority to assign another person to perform such acts.
• To oversee communications with the public, shareholders, customers, and employees to ensure that they are positive and enhance the Bank’s reputation and image.
• To apply good governance principles across the organization.

2.4 Remuneration of Directors and Persons with Management Authority

        a) Remuneration of directors

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

        b) Remuneration of persons with management authority

        It is the responsibility of the Nomination, Compensation and Corporate Governance Committee to propose remuneration of the persons with management authority (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)) to the Board for consideration and approval whereby such remuneration shall be appropriate, in line with the Bank’s policy, and commensurate with the corporate and individual performance. Such remuneration shall be based on transparent criteria and the scope of functional duties and responsibilities, including the comparable market benchmark.

        c) Other benefits for directors and persons with management authority

        Directors are entitled to welfare and fringe benefits in line with the Bank’s regulations such as benefits in relation to medical treatment as well as travel and accommodation expenses for foreign directors attending meetings in Thailand.

        Benefits and welfare of persons with management authority (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)) are the same as those of the Bank’s employees, such as medical treatment, life and accident insurance, travel expense reimbursements, various types of welfare loans, and contribution toward provident funds.

2.5 Assessment of the Board and Persons with Management Authority

        a) Assessment of the Board is divided into three parts:

• Assessment of the chairman of the Board.
• Assessment of each director.
• Assessment of the Board as a whole and Board Committees.
  

3.1 Treatment of All Groups of Stakeholders

The Bank is conscious of the rights of its different groups of stakeholders, i.e. shareholders, customers, employees, business partners, competitors, creditors, society at large, communities and the environment. This is evident in the Bank’s vision and codes of conduct stated in Section 1 of this Corporate Governance Policy. It is also the Bank’s policy to provide satisfaction and full rights to each group of stakeholders based on the principle of fairness for sustainable growth among all.

All stakeholders may directly contact the relevant units of the Bank. For example, customers can communicate with the Bank via branch or the officer/relationship manager in charge. Employees who wish to inform the Bank about any improper, wrong, or unjustifiable act may contact the HR Client Services Division, or communicate directly in writing to the deputy head of the Risk Management Function, Human Resources Function, or Audit Function and Compliance Function. Moreover, any complaints, suggestions or comments can also be submitted to the Board and the management of the Bank through the following central channels of the Bank:

• SCB Call Center at:

            - Tel: 0-2777 7777

• Board Secretariat and Shareholder Services Division at:

            - Fax number: 0-2937-7931

            - E-mail: company_secretary@scb.co.th

            - Mail or by hand to the attention of the company secretary at:
               The Siam Commercial Bank PCL, Head Office
               Board Secretariat and Shareholder Services Division,
               9 Rutchadapisek Road, Jatujak Subdistrict, Jatujak District, Bangkok 10900           
 

Employees and external parties may report cases relating to frauds, corruption or misconduct to the Bank through the following channels: 

• Telephone: 0 2544 2000
• E-mail: whistleblower@scb.co.th
• By mail to the attention of President and CEO, P.O. Box 117, Chatuchak Delivery Post Office

The Bank has a team in charge of receiving such reports and examining the cases and collecting evidence. If the reports are proved to be well-grounded, the Bank would initiate an investigation in accordance with its internal procedures as well as, for cases of frauds, take legal actions in accordance with the criminal procedures and actively detect damages. In addition, the Bank would improve its internal systems to optimize effectiveness and report the incidents to the Audit Committee and the Board of Directors. It is the Bank’s policy to protect the privacy and confidentiality of the employees and external parties reporting such cases. Anonymity of the sources will be maintained with a view to preventing any negative effects on the sources and the information reported will be protected and treated with strict confidentiality.

3.2 Treatment of Shareholders

        a) General treatment of shareholders

        It is the Bank’s policy to ensure that shareholders enjoy their fundamental rights in buying, selling, or transferring shares; profit sharing; attending and participating in shareholders’ meetings for casting votes in an independent and equitable manner; taking part in material business decisions (e.g., appointment and removal of directors, determination of directors’ remuneration, appointment of the auditor, fixing the audit fee, payment of dividends, formulation of or amendment to provisions of the Memorandum and Articles of Association, capital increase or reduction, and special transaction engagement); and receiving adequate, timely and complete information about the Bank, shareholders’ rights and other useful information via easily accessible channels such as the Bank’s website. With respect to this, the Bank has designated the Board Secretariat and Shareholder Services Division to assist and facilitate the convenience of shareholders in exercising their rights.

       b) Treatment of shareholders for shareholders meetings

        The Bank has a strong intention to ensure that its shareholders meetings which can be divided into three phases as specified below are in accordance with all applicable laws, rules and regulations, including of the principle of good corporate governance:

               Prior to the meeting day :  All shareholders may, during the last three months of the Bank’s fiscal year that precedes each annual general meeting of shareholders, propose agenda items, which are material and of benefit to the Bank, as items to be included in the agenda of the annual general meeting of shareholders; nominate any qualified persons for election as members of the Bank’s Board; and propose questions (if any). The Nomination, Compensation and Corporate Governance Committee will then screen those proposals prior to presenting them to the Board for consideration, and inform the shareholders making the proposals of the result of consideration. Any of such proposals that the Board deems appropriate and reasonable will be incorporated into the agenda of the upcoming annual general meeting of shareholders.

        After the Board passes resolutions in respect of the date and agenda items of the annual general meeting of shareholders, the dividend payment, and the book-closing and record dates, the Bank will disseminate this information to shareholders via the disclosure channels of The Stock Exchange of Thailand and also post them on bulletin boards at the Bank’s head office and all branches.

        The notice of a meeting of shareholders, containing details of each agenda item, facts and rationales, and opinions or recommendations of the Board, as well as accompanying documents detailing meeting procedures, voting, proxy appointments, and the Annual Report (in the form of a CD-ROM), prepared both in Thai and English, are provided to shareholders via post. In addition, such information is also disseminated through daily newspapers and the Bank’s website at least 14 days in advance of the meeting date, so that shareholders would have sufficient time and information for consideration and effective exercise of their rights on each agenda item. The printed copy of the Bank’s Annual Report is also available from the Bank’s company secretary upon request. Shareholders who are unable to attend the meeting in person may appoint another person or an independent director of the Bank as their proxy holder to attend and vote on their behalf. Information in respect of each of such independent directors, such as biographical and educational background, residential address; position in any other entity that competes with or is related to the Bank’s business, relationship with the Bank and the Bank’s subsidiary, and conflicts of interest in connection with the relevant agenda item, is made available to the shareholders together with the proxy form. The proxy forms distributed to shareholders clearly contains all details of information required by the Business Development Department of the Ministry of Commerce, whereby shareholders may cast their specific votes by using such proxy forms.

        On the meeting day :  For the convenience of shareholders and proxy holders, the Bank uses the bar code system for its meeting registration service and sets up different counters, which are manned with the Bank’s officers, for each type of shareholders. The Bank allocates to each shareholder and proxy holder the ballots bearing the same bar code as their registration bar code for voting on each agenda item. The meeting registration is open to shareholders both before and during the meeting, allowing shareholders to attend the meeting and vote on any remaining agenda item.

        The chairman of the Board presides as the chairman of the meeting and all directors are expected to attend the meeting, unless there is an overriding necessity. As for the agenda on election of directors, voting is conducted on a director-by-director basis.

        Prior proceeding in accordance with the meeting agenda, the company secretary informs the meeting of the voting procedure for each agenda item. In order to increase the efficiency and speed of the voting process, the Bank collects only the ballots indicating disapproval and abstention votes. Voting and vote counting for each agenda item are conducted openly by using a bar code and PDA system. The company secretary announces the vote result for each agenda item. The ballots already used for vote counting are retained for future verification. Furthermore, the Bank appoints inspectors to ensure that the meeting and the voting are conducted in a correct and transparent manner.

        Multimedia presentations are used at the meeting for shareholder convenience. The chairman of the meeting allows shareholders to ask questions and make recommendations, while the relevant directors and executives respond to such questions and clarify the issues raised. The minutes of the meeting and detailed votes for each agenda item are recorded by the company secretary, including the questions, the answers and the full names of inquirers and respondents. To comply with the policy of respecting shareholders’ rights, the Bank will not add any agenda item or revise any material information in the meeting agenda on the meeting date.

       Following the meeting day :  The Bank submits the resolutions of the shareholders’ meeting to the Stock Exchange of Thailand on the meeting date or, at the latest, by 9.00 hours of the following day. The minutes of the general meeting of shareholders are delivered to the Stock Exchange of Thailand within 14 days from the meeting date and disclosed on the Bank’s website (www.scb.co.th) to allow shareholders to rapidly access the information.

        c) Dividend payment

        The Bank’s policy on the payment of the dividends of the Bank and its subsidiaries is as follows:

        Dividend payment policy of the Bank : The Bank has a policy to pay dividends at a rate between 30-50% of reported consolidated net profits in any year when the Bank, after deduction of all statutory and other reserves, posts a profit, provided that there is no accumulated loss and the Bank can maintain sufficient statutory capital funds.

        Dividend payment policy of subsidiaries :  Where the Bank has full control over a subsidiary and where such subsidiary is not a listed company, the dividend payment policy is to pay dividends at the maximum amount from the net profits after appropriation for legal reserve or after considering the business requirements of the subsidiary.

        As for a SET-listed subsidiary or a subsidiary over which the Bank does not have full control, the dividend payment policy will be in accordance with the policy announced by such company and consistent with the applicable laws, rules and regulations.

3.3 Disclosure of Information and Transparency

        The Bank zealously aims to disclose the Bank’s information to shareholders and the general public in an optimal and timely manner, so that any decision-making for investment in the Bank’s securities can be based on complete and equitable information. In this connection, the following principles are set for disclosure of information:

        a) Information to be disclosed must be accurate, adequate, and clear as well as disclosed on a timely basis.

        b) Disclosure must comply with all applicable rules and regulations.

        c) Stakeholders, including shareholders, investors, analysts, and other interested persons must have equal rights of access to information disclosed by the Bank.

        d) Information that may affect the price of the Bank’s securities or have material influence on investors’ decisions, or may affect the rights of shareholders must be immediately disclosed to the public through the Stock Exchange of Thailand.

        The Bank designates the chairman of the Executive Committee, the president and CEO, the chief financial officer, the manager of Investor Relations Division, and other persons as the Board may assign, to disclose information of the Bank. In light of this, Investor Relations Division is responsible for preparing information relating to the Bank’s financial performance and operating results to be disclosed to the relevant authorities, shareholders, investors, securities analysts, and interested general public. Such disclosure is executed by the Bank via several channels, for instance, reports to the Stock Exchange of Thailand and the Securities and Exchange Commission, the Bank’s website (www.scb.co.th) under “Investor Relations” section, at investor conferences, and during road shows.

        The Bank’s general disclosure schedule includes regulatory filings at the end of each accounting period in accordance with applicable laws as well as direct disclosure to investors and securities analysts through quarterly analyst meetings,. However, the Bank abstains from disclosing information related to its operating results to shareholders, investors and securities analysts during a period of seven days prior to the submission of its quarterly operating results to the Stock Exchange of Thailand The Bank may consider participate in conferences arranged by other entities both in Thailand and abroad, including meetings with investors at non-deal road show events if deemed appropriate.

        In order to disseminate information to customers and the general public, the Bank also regularly holds press conferences and invites the press to participate in the Bank’s activities to keep them informed of important information about the Bank.

4.1 Internal Control over the Use of Inside Information by Directors and Employees

        The Board formulates guidelines for the disclosure of information and the prevention of conflicts of interest and unauthorized use of inside information. Key guidelines include the following:

        a) Establishing codes of conduct for directors and employees, covering such matters as the use of inside information and the confidentiality of customer information. The codes of conduct have been disseminated to directors, executives and employees, and strict compliance is expected.

        b) Establishing securities trading framework for directors and securities trading regulations for employees to prevent governing the use or disclosure of inside information for personal gain or benefits of others.

        c) Imposing non-trading periods on directors, executives and employees involved in financial statement preparations to prohibit them from trading the Bank’s securities during a 14-day period preceding the announcement of quarterly, semi-annual, and annual financial statements as well as to prohibit directors and executives from investing in any securities which have SCB ordinary shares as an underlying asset.

        d) Requiring directors and persons with management authority (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)) to disclose information on their shareholdings and to report their trading transactions related to the Bank’s shares to the Bank and the Securities and Exchange Commission within three business days from the transaction date. The company secretary is responsible for compiling reports on shareholding changes and including these reports as a regular agenda item for the Board’s information at each Board meeting.

        e) Establishing regulations governing the confidentiality and disclosure of customer information including regulations against the use of non-public information in order to prevent leakage of confidential and/or non-public information of the Bank and/or its customers as well as to prevent use of inside information by persons having access to such information for personal gain or benefit of others.

4.2 Connected and Conflict-of-Interest Transactions

        The Board recognizes the Bank’s policy and guidelines regarding the approval process and engagement in any connected or conflict-of-interest transactions as follows:

        a) To strictly follow the regulations and notifications of the Stock Exchange of Thailand, the Securities and Exchange Commission and the Capital Market Supervisory Board governing connected and conflict-of-interest transactions. Directors and executives are prohibited from participating in consideration of any matters in which they might have a beneficial interest, and the company secretary takes notes of their related interests in the minutes of the meeting.

       b) To set a policy governing pricing and other conditions for related-party transactions to ensure that such pricing and conditions are on an arm’s length basis.

        c) To set forth that the Board (excluding directors having conflicts of interest) has a duty to consider and approve credit facilities or investment relating to businesses which have connected interest with the Bank, its directors, persons with management authority or their related parties (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)).เงิน พ.ศ. 2551)

        d) To establish regulations on securities trading by employees and regulation on prevention against the use of inside information which provide guidelines and proper practices applicable to securities trading by executives and all employees who, due to their functional duties, have access to inside information that they may use for their personal gain or benefit of others. Such regulations also cover related parties.

        The Bank requires the appointment of an independent adviser (if a connected transaction exceeds predetermined thresholds) whose role is to provide an opinion on connected transactions, particularly as such transactions are related to the acquisition or disposal of significant assets of the Bank and its subsidiaries, merger and acquisition transactions, or any other transactions as prescribed by law. The Board has assigned the Audit Committee to review the procedures and oversight of all material transactions to ensure that they are compliant with applicable laws and/or regulations.

4.3 Conflict-of-Interest Report

       The Bank requires that directors and persons with management authority (as defined by the Financial Institutions Business Act, B.E. 2551 (A.D. 2008)) to report to the company secretary on a quarterly basis the conflicts of interest arising from themselves and their related parties as well as changes to any existing reported items. The company secretary has a duty to collect and submit such reports the chairman of the Board and the chairman of the Audit Committee in compliance with the Securities and Exchange Act, B.E. 2535 (A.D. 1992). This information is used by the Bank for monitoring transactions between the Bank and directors, persons with management authority, and/or their related parties in accordance with legal requirements.

1.Vision

The board of directors (the “Board”) of The Siam Commercial Bank Public Company Limited (the “Bank”) sets the Bank’s vision to be “The Most Admired Bank” for all of its constituents, namely customers, employees, shareholders, the society and regulators.

2. Duties and Responsibilities

The duties and responsibilities of the Board are as those stipulated by laws, the memorandum of association, the articles of association and the resolutions of shareholders’ meeting, including the following activities:

       (a) to determine the vision, mission, policies, strategies and financial objectives for the Bank; and to consider approving the policies and operational directions proposed by the management; as well as to oversee and monitor the management in implementing the vision, mission, policies, strategies and financial objectives, with the aim of maximizing overall economic value and shareholders’ wealth after taking into account the interests of all relevant stakeholders;

        (b) to formulate the structures and determine the procedures in order to ensure that the proceedings will be done in compliance with regulatory requirements, the articles of association, the resolutions of the Board and shareholders’ meetings and ethical standards, in good faith and with due care;

        (c) to formulate the structures and determine the procedures in order to reinforce the appropriateness of the risk management system, the audit and compliance, as well as the internal control;

        (d) to formulate the structures and determine the procedures in order to ensure that the capital fund remains at the strong level and adequate for business operations and risks;

        (e) to monitor and assess the performance of the management in achieving the strategies and within the budgets, as approved by the Board;

        (f) to set out criteria for, and to evaluate, the performance of the chairman of the Executive Committee, the President, the senior executives1, and the Bank’s advisors2 at least once a year;

        (g) to observe that the books of account and other relevant documents are well prepared and duly kept, and that there are appropriate disclosures of information to shareholders, depositors and public in general;

       (h) to observe that there is a procedure for submission of the management letter from external auditor and the opinion from the management to the Board within 4 months from the closing date of the account;

        (i) to review the succession plan for the positions of the chairman of the Executive Committee and the President on a regular and continual basis;

        (j) to observe and take actions in order to ensure that the directors’ code of conduct has been followed and complied with;

        (k) to set the policies pertaining to good corporate governance, corporate social responsibility, and anti-corruption and bribery; and

        (l) to review the implementation of Corporate Governance Code (CG Code) in the business context at least annually to ensure the suitability thereof.

3. Authority of the Board

The Board’s power and authority are as those stipulated by laws, the objectives, the articles of association, as well as the resolutions of shareholders’ meeting, including the following powers and authorities:

        (a) to appoint the Board Committees;

        (b) to appoint and determine the remuneration and employment conditions for the positions of the chairman of the Executive Committee and the President;

        (c) to appoint and determine the remuneration and employment conditions for the positions of the senior executives1 and the Bank’s advisors;²

       (d) to consider granting approval on:

            (1) vision, mission, policies and strategic plan (to be reviewed on an annual basis);

            (2) annual business plan;

            (3) annual budget;

            (4) quarterly, semi-annual and annual financial statements;

            (5) interim dividend payment;

            (6) change of organizational structure at group level, and other significant changes in the organization.

           (7) acquisition, establishment, disposal or cessation of any significant assets or businesses of the Bank;

            (8) entering into any connected transaction, of which the size is material to the Bank and its subsidiary;

            (9) issuance of any financial instruments or other securities of the Bank;

            (10) statements to be made to the public regarding significant issues on the Bank’s policy or strategy; and

            (11) change of any authority previously delegated by the Board to others to perform.

        (e) to consider delegating certain authorities of the Board to the Board Committees from time to time.

4. Composition

The number of directors in the Board shall be in accordance with that stipulated by the shareholders’ meeting, but must not be less than 5 directors. In addition, at least 3 directors of the Board or one-third of the total number of the Board (whichever is higher) must be independent directors3, and the number of executive directors4 in the Board must not exceed one-third of the total number of directors.

5. Tenure

One-third of the directors of the Board will be retired at every annual general meeting of the shareholders, whereby the directors who have been in office for the longest period will be retired. If the number of directors to be retired as such is not a multiple of three, the closest number to one-third will be applied. However, any retired director can be re-elected. Moreover, for the purpose of good corporate governance, the tenure of an independent director should not exceed nine years.

6. Criteria for Being a Director of the Bank

In nominating a person as a director of the Bank, the Board will take into account the strategic and business direction of the Bank to ensure that the Board of the Bank possesses the right skills mix essential for the attainment of the Bank’s business goals. The Bank’s directors must have qualifications that meet the requirements stipulated by laws as well as knowledge, expertise and experience in 3 aspects: 1) Macro-level management, 2) Specialized fields such as laws, accounting, finance, economics, technology, and 3) Other fields such as corporate governance, corporate social responsibilities and sustainable development. Considerations will be also given to the ability to contribute to the greater prudence of the Board, the ability to make sound business judgment, strategic thinking ability, leadership, high-level of professional expertise, integrity, including other appropriate personal qualifications.

7. Director Election

        (a) The Nomination, Compensation, and Corporate Governance Committee will select and nominate the candidate possessing suitable qualifications and being in compliance with relevant rules and laws for taking a position as the Bank’s director to the Board in order for the Board to consider appointing such candidate as a director in replacement of a vacant position, or to further propose such candidate to the shareholders’ meeting for election.

       (b) The Board will choose one of the independent directors3 for appointing as the chairman of the Board. The Board may appoint a director or directors as vice chairman or vice chairmen of the Board with the authority and duties as assigned by the chairman of the Board.

8. New Director Orientation

Orientation will be arranged for every newly appointed director, who will be explained and provided with the appropriate briefings and information relating to the Bank, and will also be advised about the legal aspects, regulations, good corporate governance and other duties for being a director of the listed company in the Stock Exchange of Thailand and commercial bank.

9. Meeting

        (a) At a meeting of the Board, not less than one-half of the directors must be present to form a quorum.

        (b) The Board shall hold its meeting at least 6 times a year, and shall meet at least once every 3 months. Directors must attend all Board meetings and shareholders’ meetings unless there is overriding necessity.

        (c) An invitation to a Board meeting must be provided to all members at least 7 days prior to the respective meeting date unless it is a matter of necessity and urgency to protect the Bank’s rights or benefits. Other relevant documents should be submitted to the directors at least 5 business days prior to the date of each meeting so that they would have sufficient time to study the information.

        (d) At Board meetings, at least two-thirds of all directors should be present during the voting procedure.

        (e) The decision of the meeting of the Board shall be made by a majority of votes, unless applicable legal requirements stipulate otherwise. A director shall have 1 vote. In case of an equality of votes, the chairman of the meeting shall have a casting vote.

       (f) A director having an interest in a given matter has no right to vote on such matter.

10. Board Committees

        (a) The Board may appoint the Board Committees to assist the Board in carrying out any business under its responsibilities.

       (b) The Board will, as it may deem appropriate, consider and approve the appointment of members of the Board Committees and the charters thereof, in which the essence with regard to the composition, duty and responsibility, administration, and other matters relating to the Board Committees, are included.

Definitions:
 

        (1) “senior executive” means Senior Executive Vice President or Executive Vice President of the Bank or a person holding any equivalent position called otherwise, which shall include any executive holding the position of Executive Vice President or higher; such as, First Executive Vice President, etc.

        (2) “Bank’s advisor” has the same meaning as the one assigned to such term in the Bank of Thailand’s Notification No. SorNorSor. 13/2552, Re: Corporate Governance of Financial Institutions (including any amendment thereto to be made in the future).

       (3) “independent director” has the same meaning as the one assigned to such term in the Bank of Thailand’s Notification No. SorNorSor. 13/2552, Re: Corporate Governance of Financial Institutions and the Capital Market Supervisory Board’s Notification No. TorJor. 39/2559, Re: Application for and Approval of Offering for Sale of Newly Issued Shares (including any amendment thereto to be made in the future). The number of shares held by an independent director and his/her related parties combined shall not exceed 0.5% of the total voting shares of the Bank, or the Bank’s parent company, subsidiaries, or associate companies, or major shareholders, or the persons having the authority to control the Bank. This shareholding restriction of not more than 0.5% is more stringent than that the standard set by the Capital Market Supervisory Board, which prohibits an independent director from holding more than 1% of the total voting shares of the company of which he/she is a director.

        (4) “executive director” has the same meaning as the one assigned to such term in the Bank of Thailand’s Notification No. SorNorSor. 13/2552, Re: Corporate Governance of Financial Institutions (including any amendment thereto to be made in the future).

(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.

1. Organizational Principles

1.1 Purpose
           The purpose of the audit committee is to provide a structured, systematic oversight of SCB and the SCB Financial Group (“SCB Group”)'s governance, risk management, and internal control practices. The Audit Committee of SCB Group take responsibilities for overseeing and monitoring business operations of companies within the SCB Group to ensure that they have complied with the policy of the group, as well as reviewing the accuracy and adequacy of financial statements of the SCB Group. The committee assists the board and management by providing advice and guidance on the adequacy of the SCB Group's initiatives for:

• Values and ethics.
  
• Governance structure.
  
• Risk management.
  
• Internal control framework.
  
• Oversight of the internal audit activity, external auditors, and other providers of assurance.
  
• Financial statements
  
  

           In broad terms, the audit committee reviews each of the items noted above and provides the board with independent advice and guidance regarding the adequacy and effectiveness of management's practices and potential improvements to those practices.

1.2 Authority

           The audit committee charter sets out the authority of the audit committee to carry out the responsibilities established for it by the board as articulated within the audit committee char-ter.

          In discharging its responsibilities, the audit committee will have unrestricted access to mem-bers of management, employees, and relevant information it considers necessary to discharge its duties. The committee also will have unrestricted access to records, data, and reports. If access to requested documents is denied due to legal or confidentiality reasons, the audit committee and/or Head of Audit will follow a prescribed, board approved mechanism for resolution of the matter.

         The audit committee is entitled to receive any explanatory information that it deems neces-sary to discharge its responsibilities. The SCB Group's management and staff should cooper-ate with audit committee requests.

         The audit committee may engage independent counsel and/or other advisors it deems neces-sary to carry out its duties.

• Consider, select, and propose the appointment or discharge of external auditors and their remuneration to the Board of Directors for shareholder approval at the annual general meeting of shareholders. Review the performance of external auditors annually.
  
• Resolve any disagreements between management and the auditor regarding financial reporting and other matters.
  
• Seek external consultants or professional experts to provide advice and recommenda-tions as the committee deems necessary and proper, at the costs of the SCB Group.
  

1.3 Composition and Qualifications

• The Audit Committee is appointed by the Board of Directors and comprises at least three members. The Board of Directors shall appoint one of its members as the chairperson.
  
• The Audit Committee shall comprise SCB board directors and independent directors with qualifications as specified by the requirements of the Bank of Thailand, the Securities and Exchange Commission, and the Stock Exchange of Thailand. At least one member must have significant knowledge and experience in the fields of accounting or finance.
  
• The Audit Committee may appoint a qualified SCB officer in addition as its secretary.
  
  

1.4 Membership Terms

• The term of each committee member is the same as their term as a director on the SCB board. Both terms as a member of the Audit Committee and an SCB director expire at the annual general meeting of shareholders.
  
• When a committee member's term expires they may be re-appointed. However, their membership is not automatically renewed.
  
• A committee member whose term expires shall further perform as an acting member until a new member is appointed in replacement, except that they are not re-appointed once their SCB directorship expires.
  
• In case of a vacant position in the Audit Committee, the SCB Board of Directors shall ap-point a qualified director without prohibited aspects to replace the previous member of the Audit Committee. The new committee member shall remain in the position for the remaining term of the replaced member.
  

1.5 Voting Rights

• The quorum for the audit committee will be a majority of the members.
  
• An Audit Committee member has one voting right. If any committee member is a stake-holder in matters under consideration, they must not take part in such consideration.
  

2. Operational Principles

2.1 Audit committee values
           The audit committee will conduct itself in accordance with the code of values and ethics of the SCB Group and the Bank of Thailand, the Securities and Exchange Commission, and the Stock Exchange of Thailand. The audit committee expects that management and staff of the SCB Group will adhere to these requirements.

2.2 Communications
          The audit committee expects that all communication with management and staff of the SCB Group as well as with any external assurance providers will be direct, open and complete.

2.3 Work plan
          The audit committee chair will collaborate with senior management and Head of Audit to es-tablish a work plan to ensure that the responsibilities of the audit committee are scheduled and will be carried out.

2.4 Meeting agenda
           The chair will establish agendas for audit committee meetings in consultation with audit com-mittee members, senior management and Head of Audit Function.

2.5 Information requirements
           The audit committee will establish and communicate its requirements for information, which will include the nature, extent, and timing of information. Information should be submitted to the audit committee at least 5 business days prior to the date of each meeting so that they would have sufficient time to study the information.

2.6 Executive sessions
           The audit committee will schedule and hold if necessary, a private session with the chief exec-utive officer (CEO), the chief financial officer (CFO), Head of Audit Function, external assur-ance providers, and with any other officials that the audit committee may deem appropriate at each of its meetings.

2.7 Preparation and attendance
           Audit committee members are obliged to prepare for and participate in committee meetings.

2.8 Conflict(s) of interest
           Audit committee members should adhere to the SCB Group code of conduct and any values and ethics established by the SCB Group. It is the responsibility of audit committee members to disclose any conflict of interest or appearance of a conflict of interest to the committee. If there is any question as to whether audit committee member(s) should recuse themselves from a vote, the committee should vote to determine whether the member should recuse himself or herself.

2.9 Orientation and training
           Audit committee members will receive formal orientation training on the purpose and mandate of the committee and on the SCB Group's objectives. A process of continuing education will be established.

3. Operational Procedures

3.1 Meetings

• The audit committee will meet at least eight times annually or more frequently as the com-mittee deems necessary. The time frame between audit committee meetings should not ex-ceed four months. The committee members shall attend the meetings in person. In the event that a committee member is unable to attend a meeting in person, a video conference or telecon-ference can be arranged.
  
• In the event that the chairperson of the Audit Committee sees an urgent matter for the meeting's consideration and resolution, but the number of committee members able to at-tend a meeting in person is not enough to make a quorum, the chairperson may call for a circular resolution, with committee members voting through video conference, teleconference, or e-mail. Such Audit Committee resolutions must be kept in a written record and signed by each committee member as evidence.
  
  

3.2 Minutes
           Minutes will be prepared in accordance with applicable law, regulation, bylaw, policy, proce-dure, and/or other applicable requirements.

3.3 Required attendance
           Head of Audit Function is required to attend all audit committee meetings.

3.4 Secretariat services
           Head of Audit Function will facilitate and coordinate meetings as well as provide ancillary sup-port to the committee, as time and resources permit

3.5 Remuneration of committee members
           Payment rates and allowances for committee members' time and/or services are approved by Annual General Meeting of Shareholders (AGM)

3.6 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:

3.6.1 Values and ethics
           To obtain reasonable assurance with respect to the SCB Group's values and ethics prac-tices, the audit committee will:

• Review and assess the policies, procedures, and practices established by the govern-ing body to monitor conformance with its code of conduct and ethical policies by all managers and staff of the SCB Group.
• Provide oversight of the mechanisms established by management to establish and maintain high ethical standards for all of the managers and staff of the SCB Group.
• Review and provide advice on the systems and practices established by management to monitor compliance with laws, regulations, policies, and standards of ethical con-duct and identify and deal with any legal or ethical violations.
  

3.6.2 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.

3.6.3 Risk management
           To obtain reasonable assurance with respect to the SCB Group's risk management prac-tices, the audit committee will:

• Annually review the SCB Group 's risk profile.
  
• Obtain report on management's implementation and maintenance of an appropriate enterprise wide risk management process.
  
• Provide oversight on significant risk exposures and control issues, including fraud risks, governance issues, and other matters needed or requested by senior manage-ment and the board.
  
• Provide oversight of the adequacy of the combined assurance being provided.
  
• Review and provide advice on the risk management process established and main-tained by management and the procedures in place to ensure that they are operating as intended.
  
  

3.6.4 Fraud

           To obtain reasonable assurance with respect to the SCB Group's procedures for the pre-vention and detection of fraud, the audit committee will:

• Oversee management's arrangements for the prevention and deterrence of fraud.
  
• Ensure that appropriate action is taken against known perpetrators of fraud.
  
• Challenge management and internal and external auditors to ensure that the entity has appropriate anti-fraud program and controls in place to identify potential fraud and ensure that investigations are undertaken if fraud is detected.
  
  

3.6.5 Control
           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:

• Review and evaluate whether the SCB Group has set an appropriate and effective in-ternal control system, including control over the information technology system, in-ternal audits, and guidelines for communicating the importance of internal control and risk management throughout the SCB Group.
• Consider the effectiveness of the SCB Group's control framework, including infor-mation technology security and control.
• Review and provide advice on the control of the SCB Group as a whole and its indi-vidual units.
• Receive reports on all matters of significance arising from work performed by other providers of financial and internal control assurance to senior management and the board.
  
  

3.6.6 Compliance

           The audit committee will:

• Review the SCB Group's compliance with the Securities and Exchange regulations and the law relating to the SCB Group’s businesses.
  
• Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance.
  
• Review the observations and conclusions of internal and external auditors and the findings of any regulatory agencies.
  
• Review the process for communicating the code of conduct to the SCB Group's per-sonnel and for monitoring compliance.
  
• Obtain regular updates from management of the SCB Group.
   

4. Oversight of the internal audit activity and other assurance providers

4.1 Internal audit activity

To obtain reasonable assurance with respect to work of the internal audit activity, the audit committee will provide oversight related to:

4.1.1 Internal audit charter and resources

• Review and approve the internal audit charter at least annually. The charter should be reviewed to ensure that it accurately reflects the internal audit activity's purpose, authori-ty, and responsibility, consistent with the mandatory guidance of the IIA's International Profes-sional Practices Framework and the scope and nature of assurance and consulting ser-vices, as well as changes in the financial, risk management, and governance processes of the SCB Group and reflects developments in the professional practice of internal au-diting.
  
• Advise the board about increases and decreases to the requested resources to achieve the internal audit plan. Evaluate whether any additional resources are needed permanent-ly or should be provided through outsourcing.
  
  

4.1.2 Head of Audit Function performance

• Advise the board regarding the qualifications and recruitment, appointment, and removal of Head of Audit Function.
• Provide input to management related to evaluating the performance of Head of Audit Function.
  
• Recommend to management or the governing body the appropriate compensation of Head of Audit Function.
  
  

4.1.3 Internal audit strategy and plan

• Review and provide input on the internal audit activity's strategic plan, objectives, performance measures and outcomes
  
• Review and approve proposed risk based internal audit plan and make recommenda-tions concerning internal audit projects.
  
• Review and approve the internal audit plan and engagements work program, including reviewing internal audit resources necessary to achieve the plan.
  
• Review the internal audit activity's performance relative to its audit plan.
  
  

4.1.4 Internal audit engagement and follow up

• Review internal audit reports and other communications to management.
  
• Review and track management's action plans to address the results of internal audit engagements.
  
• Review and advise management on the results of any special investigations.
  
• Inquire of Head of Audit Function whether any internal audit engagements or non-audit engagements have been completed but not reported to the committee; if so, inquire whether any matters of significance arose from such work.
  
• Inquire of Head of Audit Function whether any evidence of fraud has been identified dur-ing internal audit engagements and evaluate what additional actions, if any, should be taken.
  
  

4.1.5 Standards conformance

• Inquire of Head of Audit Function about steps taken to ensure that the internal audit ac-tivity conforms with The IIA's International Standards for the Professional Practice of In-ternal Auditing (Standards).
  
• Ensure that the internal audit activity has a quality assurance and improvement program and that the results of these periodic assessments are presented to the audit commit-tee.
  
• Ensure that the internal audit activity has an external quality assurance review every five years.
  
• Review the results of the independent and external quality assurance review and monitor the implementation of the internal audit activity's action plans to address any recom-mendations.
  
• Advise the board about any recommendations for the continuous improvement of the internal audit activity.
  

4.2 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:

• Review the external auditors' proposed audit scope and approach, including coordination of audit effort with the internal audit activity.
  
• Review the performance of the external auditors, and exercise final approval on the ap-pointment or discharge of auditors.
  
• Obtain statements from the external auditors about their relationships with the organiza-tion, including non-audit services performed in the past, and discuss the information with the external auditors to review and confirm their independence.
  
• Have regularly scheduled exclusive meetings with external auditors to discuss any sensitive matters.
  
• Monitor management's progress on action plans.
  

           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.

4.3 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:

• Review the SCB Group's financial reporting to ensure that it is accurate and adequate. Consider the completeness of acknowledged information and the appropriateness of accounting principles applied to financial statements.
• Consider the accuracy and completeness of the SCB Group’s disclosure, especially related transactions that may involve conflicts of interest.
  
• Review with management and the external auditors the results of audit engagements, in-cluding any difficulties encountered.
  
• Review significant accounting and reporting issues, including complex or unusual transac-tions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
  
• Review the annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting princi-ples.
  
• Review other sections of the annual report and related regulatory filings and consider the accuracy and completeness of the information before it is released.
  
• Review with management and the external auditors all matters required to be communicat-ed to the audit committee under generally accepted external auditing standards.
  
• Understand strategies, assumptions and estimates that management has made in preparing financial statements, budgets, and investment plans.
  
• Understand how management develops interim financial information and the nature and ex-tent of internal and external auditor involvement in the process.
  
• Review interim financial reports with management and the external auditors before filing with regulators and consider whether they are complete and consistent with the information known to committee members.
  

4.4 Other responsibilities

          In addition, the audit committee will:

• Institute and oversee special investigations as needed.
  
• Perform other functions as assigned by the Board of Directors with the acknowledgement of the Audit Committee.
  
• Review roles, responsibilities, and membership term of committee members and assess the Audit Committee charter on a regular basis. Propose changes in the charter for the Board of Director’s approval.
  
• Conduct self-assessment at least once a year and present the results to the Board of
  Directors.
  
• The Audit Committee should discuss and investigate facts when notified by auditors about doubtful incidents related to corruption or violations of the provision of directors and
  executives' performances under Section 89/25 of the Securities and Exchange Act B.E. 2559 (2016). Results of such preliminary discussion and investigation shall be reported to audi-tors and the SEC within a period specified by the SEC.
  

4.5 Reporting

          The audit committee will report to the board annually, summarizing the committee's activities and recommendations.

          The report should also include:

• A summary of the work the audit committee performed to fully discharge its responsibilities during the preceding year.
  
• A summary of management's progress in addressing the results of internal and external au-dit engagement reports.
  
• An overall assessment of management's risk, control, and compliance processes, including details of any significant emerging risks or legislative changes impacting the SCB Group.
  
• Details of meetings including the number of meetings held during the relevant period and the number of meetings each member attended.
  
• Provide information required, if any, by new or emerging corporate governance develop-ments.
  
• The committee may report to the Board of Director at any time regarding any other matter it deems of sufficient importance.
  
• Prepare corporate governance of audit committee report as part of the Bank’s annual re-port.
  
• Define the responsibilities of the Audit Committee, including all changes in composition and significant changes in activities, in a clearly written form as approved by the Board and dis-closed in the annual report for the shareholders’ acknowledgment.
  
• Report doubtful incidents or suspicious transactions to the Board for improvement within a reasonable time, as follows:
  - Conflicts of interest
  - Fraud or significant internal control failure
  - Violation of Financial Institutions Businesses law, the Securities and Exchange law and regulations, the Bank of Thailand regulations, or other laws that relate to the business of financial institutions and securities and other laws. If the Board of Direc-tors or
  management do not rectify within the time committed by the Audit Committee, the Audit Committee shall disclose in the annual report, and report to the Bank of Thai-land.
  

(BOD approved 29 November 2018)

1. Composition and Qualifications

    1.1 The Nomination, Compensation and Corporate Governance Committee (“The Committee”) shall be appointed by the Board and comprise at least three (3) non-executive directors, provided that the majority of members of the Committee shall be independent directors. The Board shall appoint one of the independent directors as chairman of the Committee. In this respect, the Chairman of the Board should not serve as a member or Chairman of the Committee.

    1.2 Members of the Committee shall have appropriate expertise and experience, and understanding of their qualifications, functions and responsibilities.

    1.3 The Committee may appoint an SCB staff member as secretary to the Committee.

2. Term of Membership and Meetings

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

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

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

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

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

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

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

    Any member who has beneficial interest in the matter being considered shall not be cast his/her vote on that matter unless it concerns the remuneration prescribed in this charter.

    2.6 Minutes of each meeting will be submitted to the Board of Directors in a timely manner for information.

3. Functions and Responsibilities

    3.1 Nomination

        (1) Formulating policies, criteria and methods for nomination of directors and persons with management authority to be proposed to the Board for approval and submitting such policies to the Bank of Thailand upon request.

        (2) Selecting and nominating qualified candidates in accordance with the relevant rules and regulations in order to hold the position of Bank directors, members of the Board committees and persons with management authority for the Board’s consideration.

        In nominating a person as a director of the Bank, the Board will take into account the strategic and business direction of the Bank to ensure that the Board of the Bank possesses the right skills mix essential for the attainment of the Bank’s business goals. The Bank’s directors must have qualifications that meet the requirements stipulated by laws as well as knowledge, expertise and experience in 3 aspects: 1) Macro-level management, 2) Specialized fields such as laws, accounting, finance, economics, technology, and 3) Other fields such as corporate governance, corporate social responsibilities and sustainable development. Considerations will be also given to the ability to contribute to the greater prudence of the Board, the ability to make sound business judgment, strategic thinking ability, leadership, high-level of professional expertise, integrity, including other appropriate personal qualifications.

        (3) Ensuring that the size and composition of the Board and the Board Committees is appropriate for the organization and is appropriately adjusted to the changing environment The Board and the Board Committees shall be composed of qualified candidates with appropriate expertise and experience.

        (4) Disclosing policies and details of the nomination process in the annual report of the Bank.

        (5) Ensuring that the Bank has in place a proper succession and management continuity plan for the positions of the Chairman of the Executive Committee, president and persons with management authority and to propose to the Board for approval.

3.2 Compensation

        (1) Formulating policy for an appropriate compensation plan and other benefits to directors and persons with management authority with clear and transparent criteria and to present to the Board for approval and/or to present to the shareholders’ meeting (as the case may be) and to submit such policy to the Bank of Thailand upon request.

        (2) Ensuring that directors and persons with management authority receive appropriate compensation for their duties and responsibilities.

        (3) Formulating guideline for evaluating the performance of directors and persons with management authority for the purpose of considering the annual compensation.

        (4) Disclosing policies regarding compensation plan and types of compensation plan, including preparing reports on the determination of compensation plan which shall at least contain details of objectives of the performance and opinions of the Committee in the Bank’s annual report.

        (5) Recommending appropriate remuneration of the Board and Board Committees to the Board for endorsement prior to seeking shareholders' approval.

        (6) Reviewing management’s proposals for remuneration policies, compensation and fringe benefit plans other than salaries for employees of the Bank and propose to the Board for approval.

        (7) Reviewing performance targets and criteria for the Bank, the Chairman of the Executive Committee and the President and propose to the Board for approval.

        (8) Proposing an appropriate compensation and benefits for the Chairman of the Executive Committee, the President and Company Secretary to the Board for approval.

3.3 Corporate Governance

        (1) Formulating corporate governance policy for the Board’s consideration, monitoring compliance with that policy, including reviewing and revising the policy regularly for appropriateness.

        (2) Monitoring the Bank’s performance to be in compliance with the corporate governance principle of the authority having supervisory power under applicable laws, such as the Bank of Thailand, the Office of Securities and Exchange Commission, and the Stock Exchange of Thailand.

        (3)  Arranging the annual performance assessment of the Chairman of the Board, individual directors, the Board as a whole and the Board Committees.

    3.4 The Committee should conduct self-assessment on a regular basis and report the results to the Board.

    3.5 The Committee may consider its functions in the nomination and appointment of executives and continuity in respect of compensation and corporate governance of certain or all of companies in the financial group and/or subsidiary companies as the Committee considers appropriate.

    3.6 Performing tasks prescribed by the laws, regulations, notifications, or orders of the relevant regulators.

4. Professional Advice

    The Committee may seek professional advice from external advisors and expenses incurred in this connection shall be shall be borne by the Bank.

5. 5. Charter Review and Amendment

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

Definitions:

“Bank”means The Siam Commercial Bank Public Company Limited

“Persons with management authority” means:

(1) Chairman of the Executive Committee, the President, Executive Directors, including senior executives holding office at Executive Vice President (EVP) level and above including any equivalent position called otherwise.

(2) a person whom the Bank has contracted to have partial or full power of management;

(3) a person who has the de facto power to exercise control over or dominate the manager or director or the Bank’s management to comply with his/her order in formulating the Bank’s policy or conducting business.

“Executive director” means:

(1) a director who has the management duty in the position of the President or Executive Vice President and higher or any equivalent position called otherwise;

(2) a director who is responsible for the operation or is involved in the Bank’s management functions in the same manner as those of the executives, including those persons in the Executive Committee;

(3) a director who is authorized to sign for the Bank, except the signing as approved under the Board’s resolution on case-by-case basis and the co-signing with other directors.

“Company in financial group” means a company in financial group established by the Bank as permitted by the Bank of Thailand under the Financial Institutions Business Act, B.E. 2551.

“Subsidiary”means a company as defined in the Financial Institutions Business Act, B.E. 2551.

“Independent director”means an independent director of the Bank who has qualifications in accordance with the Notification of the Bank of Thailand No. Sor Nor Sor. 13/2552 Re: Corporate Governance of Financial Institutions and the Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559 regarding the Application and Approval on the Sale of Newly Issued Shares and/or any amendment or supplement of such notification (if any). An independent director may not hold more than 0.5% of voting shares of the Bank, parent company, subsidiary, affiliate, major shareholder, or person who has controlling power. Such holding shall include holdings of persons related to the independent director. The 0.5% holding limit is more stringent than the limit prescribed in the SEC Notification that an independent director may not hold more than 1% of voting shares of the company on whose board he sits.

(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.

(Approved by the Board of Directors on 18 October 2018)

Purpose  

The SCB Board of Directors mandate the Technology Committee (to be referred to as “TechComm”), to oversee the future direction and service integrity of SCB’s technology to ensure alignment with our future business goals, strong governance and stability/scalability of existing business services, and to support Board of Directors to foresee long-term technology strategy for the SCB.

This will be based on issues that will help the management move faster with confidence through supporting policy and guiding principles.  Key concerns will be on the technology risks (awareness, management, and mitigation), disruption risks (by fintech) and transformation.  Other issues include data governance, productivity enhancement without violating compliance (forthcoming data protection law, and recently enforced GDPR).

1. Composition, Qualifications and Term of Membership

         1.1 The TechComm shall be appointed by the Board of Directors. The Board of Directors shall appoint the members of TechComm, and may appoint any other person, or persons, who hold management positions at the Bank, to be members of the TechComm. The Board of Directors shall appoint the Chairman of the TechComm.  

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

         1.3 Secretary of TechComm shall be Chief Technology Officer.

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

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

2. Duties and Responsibilities

         2.1 Oversight of the bank’s technology strategy and architecture to ensure alignment with the Bank’s goals and objectives, addressing the integrity of the technology services and managing the technology risk, while promoting technology best practice that comply with the Bank’s core values.

         2.2 Review technology performance, budget and/or issues advising the Board of Directors accordingly.

         2.3 Ratify major decisions with the Board of Directors in respect to technology direction and policies place advising the board of the implications and proposed outcomes.

         2.4 Understand the use of new advanced technology changes which may improve banking business within the risk appetite with the aim to accomplish the Technology Leading Bank through transformation.

         2.5 In the case that the TechComm resolves or directs that a person or a group of persons be authorised to perform a task on its behalf, such authorisation may not be sub-delegated to a third person unless it is allowed in the Committee's initial authorisation.

         2.6 The authority to call meetings with the members of the Board of Directors and Bank Management to address technology related matters.

         2.7 The TechComm will provide an annual report to the Board of Directors on the ‘State of Technology’. Additionally, when the TechComm considers it important, they will raise matters to the agenda Main Board, Executive Committee, Audit Committee and Risk Oversight Committee as appropriate to ensure the respective boards are synchronized in respect to the technology.

         2.8 The TechComm will direct the Technology Awareness and Training program of the main board meetings.

3. Meetings & Voting

         3.1 The TechComm shall hold a meeting as it deems appropriate, but no less than 10 times a year.  A quorum for a meeting of the TechComm is not less than 50% of the TechComm members.  The quorum is counted either member’s present is in person or via electronic communication facilities.

         3.2 In the event that the Chairman of the TechComm sees an urgent need of the TechComm’s resolution, the Chairman may call a meeting either through a formal meeting or via electronic meeting so that the TechComm members can comprehensively discuss and comment on the matter.

         3.3 The TechComm members shall attend the meeting in person for at least 65% of the meetings held each year.  If unable to attend a meeting in person, a TechComm member may opt for electronic meeting attendance via video conference or teleconference instead. The Chairman of the TechComm may allow other persons to attend or give their opinions to the meeting.

         3.4 Endorsement of the TechComm’s resolutions may be document-based or digital such as e-mail.

         3.5 Absolute decisions at a meeting of the TechComm shall be made by a majority of votes of all members present at the meeting.  Each member shall have one vote.

         3.6 The TechComm members having a stake in a given matter shall have no right to vote on such matter.

         3.7 The Secretary to the TechComm shall be responsible for preparing minutes of the meetings and safekeeping meeting documents.

4. Standing Agenda Items

The standing agenda has been defined as the coverage of the topics that will be regularly reviewed by the TechComm. The Chairman and Secretary of the TechComm will define a schedule when each topic will be reviewed in detail. Given this is a new committee within the bank the governance and structure will evolve overtime and this will be reflected in an update to the Charter.

         4.1 Technology Architecture

         4.2 Technology Resilience & Scalability

         4.3 Technology Risk & Security

         4.4 Technology Dashboard: covering

              4.4.1 Project performance 

              4.4.2 System performance

              4.4.3 System security

              4.4.4 Demand and Supply

              4.4.5 Key metrics, i.e. response to user requests, system usage

              4.4.6 Finance

         4.5 Data Management & Governance

         4.6 Cloud Migration

         4.7 Technology Policies & Procedures

         4.8 Technology Resourcing & People

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. Information Management

SCB places importance on information confidentiality and management for both customers and bank information with guidelines on careful and appropriate information management, as follows:

         6.1 Information management
              a) Protect, keep, and take care of customer and SCB information against disclosure as required by law. Customers’ personal information must be collected, kept, and used appropriately. 
              b) Do not disclose customer or SCB information, unless consent is granted by the information owner 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. Information 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 personal information of customers and employees, including income, benefit data, and medical records. This type of information is available only for the information owner and concerned persons that SCB assigns information access authorization for the Bank’s use, or on a strict need-to-know basis. Concerned persons entrusted with the handling of such personnel information must follow this policy with the utmost prudence and 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.