Independent Directors must have the appropriate qualifications and experience and must not have direct or indirect conflicts of interest in executing their duties. Independent Directors are free to make unbiased decisions.

Structure
The Board of Directors must consist of no less than 9 members and no more than one third can be executive directors. The number of independent board members should not be less than 3 persons or constituting at least a quarter of the Board seat.
The Bank's Chairmanship and Presidency are separate in function. The same person may not simultaneously hold both positions.

Upon the assumption of directorship, each director shall be provided with the Bank's information and be informed of all the laws and regulations related to the performance of his / her duty.

The Bank's Board of Directors must meet at least once every 3 months while additional meetings can be called as deemed appropriate. At least half of the Board members must be present at each board meeting to constitute a quorum. All documents and meeting agenda are provided to board members 7 days in advance of the meeting. Each board member, without restriction, is free to express his/her opinion. Minutes are kept for each board meeting and are available for review after approval by board members.

Job Description and Responsibilities

1. Set strategic direction and targets for the Bank as a whole.
2. Review and approve operating plans as submitted by the Bank's management.
3.Ensure that management effectively administers the approved strategies and targets to ensure shareholder value.
4. Ensure the establishment of a system to monitor conflicts of interest.
5. Ensure the establishment and the communication of corporate ethics and moral guidelines to the Bank's Directors, Senior Management and staff.
6. Ensure management's adherence to all legal guidelines.
7. Ensure the establishment of an appropriate control structure and an effective internal audit system.
8.Ensure the establishment of a comprehensive risk management system for all risks faced by the Bank while consistently monitoring and modifying the approach as deemed appropriate.
9. Evaluate and approve the functions and authority of the various sub-committees as per issues of significance.
10. Ensure the establishment of a fluid reporting system that provides each member of the Board of Directors with sufficient information to fulfill their duties.
11. Responsible for the sufficient, correct and comprehensive disclosure of the Bank's financial statements and that of its subsidiaries in the Bank's annual report.

Process of Selecting Board Members and Remuneration Policies
1. All qualified candidates to replace outgoing board members whose terms have expired and/or the addition of new board member(s) will be submitted for approval at the Bank's Ordinary Shareholders' Meeting subject to the criteria stipulated in Section 16 of the Bank's Articles of Incorporation as follows :

(1) Each shareholder has one vote per share voting rights
(2)The approach taken to vote for Board Members is as deemed appropriate by shareholders, which can either be a single or multiple seat voting per shareholder meeting
(3) The Bank's Chairman has the vested power to resolve a deadlock in voting for a board member


2. In case that a new Director is sought to fill a vacant seat as a result of a cause other than the expiration of term, the selection process of a new Board Member must follow Clause 75 of the Public Companies Act B.E. 2535 and must also comply with the Bank's own guidelines requiring a three quarter vote by the remaining Board Members to induct a new Member.
3.Remuneration for Board Members must be clearly disclosed in the Bank's annual report and is at a similar level to that of the industry, which has been approved by the Bank's shareholders.

Executive Board of Directors

• Qualifications and Structure
The Bank's Executive Board of Directors is appointed by the Board of Directors and may consist a number of the Bank's Board Members and/or one or more persons other than the Bank's Board Members. The number of Executive Board Members is limited to a maximum of 5 and one amongst the 5 is to be chosen as the Chairman.

Job Description and Responsibilities
The Executive Board of Directors is empowered by the Board of Directors to have the following authority and responsibilities in managing the Bank:

1.Review and screen the Bank's strategy and plans as submitted by the Bank's management to the Board of Directors for approval.
2. Provide the Bank's Board of Directors with complete information to support board members in formulating the Bank's strategy.
3.Ensure the adherence of management in administrating the Bank in accordance to approved policies and strategies.
4.Ensure the adherence of management to all legal guidelines and the Bank's regulations.
5. Provide summary of actions taken by management in regards to key issues and its outcome to the Board of Directors.
6. Execute other tasks as may be requested by the Board of Directors.

• Qualifications and Structure

1. The Audit Committee must consist of no less than 3 independent directors.
2.Qualifications of the members of the Audit Committee must meet both the requirements of the Bank of Thailand and the Stock Exchange of Thailand. Members of the Audit Committee must be voted in by the Bank's Board of Directors or by the Bank's shareholders. Members of the Audit Committee have 3-year tenures.
3. The Chairperson of the Audit Committee must not serve on any of the Bank's other sub-committees.

Job Description and Responsibilities

1. Ensure sufficient and correct financial disclosure.
2. Ensure that the Bank has sufficient and effective internal audit and control measures in place.
3.Ensure that the Bank is in compliance with all related legal requirements.
4. Review and nominate the Bank's financial auditor and submit for shareholder approval the auditor's compensation.
5. Ensure appropriate and sufficient disclosure of information regarding
inter-related party transactions and/or if there is conflict of interest.
6Has the power to request for information and/or interview any person within any of the Bank's departments for details and/or explanations.
7.Summarize activities of the Audit Committee in the Bank's annual report.
8. Undertake other tasks as may be requested by the Bank's Board of Directors as deemed appropriate and in observance of Good Corporate Governance.
9. Reports directly to the Bank's Board of Directors.

• Qualifications and Structure
The Risk Management Committee consists of at least 5 directors and/or the Bank's senior management and must be appointed by the Bank's Board of Directors.

Job Description and Responsibilities
1. The Risk Management Committee is responsible for using an Integrated Risk Management approach in managing the Bank to meet the Bank of Thailand's
Risk-Based Approach in reviewing Commercial bank's risk management system. These risks include Strategic, Credit, Market, Liquidity, Operational, Legal and other risks that may affect the Bank's performance.
2. Set clear risk management measurement guidelines so as to effectively limit the Bank's overall risk at an acceptable level.
3. Manage the Bank's overall risk portfolio in accordance with Good Corporate Governance.
4. Ongoing review of adequacy and effectiveness of the existing risk management systems and to make amendments to enhance and encompass all aspects of the Bank's operations.
5. Has the power to establish working groups and set their scope of duty to oversee the various aspects of risk management. These working groups report directly to the Risk Management Committee.
6. Has the power to request for any document and/or interview any person from any of the Bank's departments for clarification and explanation on any issue to ensure the attainment of the Committee's objectives.์
7. Report on a regular basis to the Audit Committee regarding suggestions on improvement in managing the various aspects of risk.
8. Report the Committee's operating results directly to the Board of Directors.