to managers · to managers all financial institutions no. rpd.(01)c. 66/2561 re: issuance of the...

22 June 2018 (B.E.2561)

To Managers

All financial institutions

No. RPD.(01)C. 66/2561 Re: Issuance of the Bank of Thailand Notification on Corporate Governance of Financial Institutions and Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions

In the rapidly changing financial environments which are volatile, uncertain, complex and ambiguous, in conjunction with increasing use of technology in providing financial services, and increasing importance of running business sustainably by taking into account interests of stakeholders, the Board of Directors and senior executives of the financial institutions, who are responsible for setting directions and overseeing financial institutions, must have enough and relevant knowledge, capability, and experience to ensure that they can keep up and deal with significant changes and must possess fit and proper qualifications, especially ethics and honesty. Furthermore, financial institutions that embed good corporate governance into their business practices will be able to manage risks well and sufficiently take into account interests of stakeholders, increasing values to the financial institutions in the long-term and supporting the sustainable economic growth.

The Bank of Thailand therefore amends the regulations regarding corporate governance of financial institutions. The attached herewith are the Bank of Thailand Notification No. FPG. 10/2561 Re: Corporate Governance of Financial Institutions dated 22 May 2018 and the Bank of Thailand Notification No. FPG. 11/2561 Re: Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions dated 22 May 2018. Both Notifications were published in the Government Gazette, Announcement and General Works, Vol. 135, Special Chapter 146 Ngor dated 22 June 2018 and have come into force since the day following the dates of their publication in the Government Gazette.

I. The essence of the Bank of Thailand Notification Re: Corporate Governance of Financial Institutions is as follow;

1. Determine that directors and senior executives of financial institutions shall dedicate their time and effort in performing their duties at the financial institutions. For instance, each director shall effectively participate and give beneficial advice in the

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meetings, senior executives must not serve as full-time staff members of any other organizations if that could affect the efficiency of their duties at the financial institutions.

2. Enhance responsibilities of directors and senior executives in overseeing risks and promoting good corporate governance in the organizations, for instance, building and fostering a risk culture, which includes having remuneration policy that reflects risk culture and having whistleblowing policy and procedures.

3. Enhance the mechanisms to ensure that the Board of Directors effectively and independently perform their duties at the financial institutions by, for example, requiring that independent directors cannot serve as independent directors at that same financial institutions for more than 9 consecutive years, the board of directors must be composed of a good mix of members from diverse background and with relevant knowledge, competence, experiences or skills appropriate with their strategies and long-term business operations, the second line and third line functions must have pari passu status with other functions and must have direct reporting line to the relevant oversight-level committees, and the risk oversight committee shall be set up to support the board of directors in overseeing risks.

4. Enhance corporate governance disclosure, for instance, by requiring financial institutions to disclose fines imposed by the Bank of Thailand, the Office of the Securities and Exchange Commission, and the Office of the Insurance Commission

II. The essence of the Bank of Thailand Notification Re: Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions is as follow;

1. Financial institutions shall regularly review the qualifications and appropriateness of the highest-ranking executive and seek approval for the appointment of such person from the Bank of Thailand at least every 4 years.

2. Applicants to be directors, managers, persons with power of management or advisors of financial institutions must declare their qualifications that may negatively affect their fitness and propriety to serve as directors, managers, persons with power of management or advisors of the financial institutions (such as having a record of being investigated by their former or current employers regarding the violation of laws or internal guidelines with regard to honesty) and must be responsible for the accuracy and the completeness of all the information given to the Bank of Thailand in the approval process.

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Financial institutions shall notify the Bank of Thailand as soon as they become aware of any material information that may negatively affect the fitness and propriety of those who serve as directors, managers, persons with power of management or advisors of the financial institutions.

Please be informed and comply with accordingly.

Yours sincerely,

(Miss Mathinee Subhaswadikul) Senior Director, Regulartory Policy Department

on behalf of the Governor Attachments 1. The Bank of Thailand Notification No. FPG. 10/2561 Re: Corporate

Governance of Financial Institutions dated 22 May 2018 2. Bank of Thailand Notification No. FPG. 11/2561 Re: Guidelines on Approval

of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions dated 22 May 2018

Regulartory Policy Department Tel. 0 2283 6875, 0 2283 5311 Remark: [ ] The BOT will arrange a clarification meeting on … at …

[X] No clarification meeting will be arranged.

BOT Notification No. 11-2561 (28 September 2018) - Check

Unofficial Translation with courtesy of the Association of International Banks

This translation is for convenience of those unfamiliar with Thai language. Please refer to the Thai text for the official version.

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Bank of Thailand Notification No. FPG. 11/2561

Re: Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions

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1. Rationale

In current financial environments that are rapidly changing, volatile, uncertain, and complicated, as well as there is an increase in the deployment of technology in providing financial services, and a change of focus toward sustainable business as all stakeholders are taken into consideration, while there are increasing expectations from the public, therefore, those who take charge of setting out directions and oversight of financial institutions must have a wide range of knowledge and experience to ensure that they can deal with any significant changes as well as must also possess fit and proper qualifications, especially morality and honesty.

The Bank of Thailand deems it appropriate to amend guidelines on approval of the appointment of directors, managers, persons with power of management or advisors of financial institutions. The essence of the amendments is that: financial institutions must seek approval for those to serve as the top-ranking executives every 4 years to ensure that there is regular review of the qualifications and appropriateness of such persons; those applied for approval to serve as directors, managers, persons with power of management or advisors of financial institutions must declare the past and current profile or behaviors that may adversely affect their qualifications and appropriateness for serving as directors, managers, persons with power of management or advisors of the financial institutions, such as the records on being under investigation by the former or current employers for the violation of laws or internal guidelines related to honesty, the records on serious offence against the Anti-money Laundering Act, the Combating the Financing of Terrorism Act as well as laws on the control of proliferation of weapons of mass destruction, while they must also be liable for accuracy and the completeness of information given to the Bank of Thailand for

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the approval; in addition, financial institutions seeking approval of the appointment of directors, managers, persons with power of management or advisors must take more precautions in nominating and selecting those persons to ensure that they have qualifications, competent and experience as deemed appropriate to their relevant duties in the financial institutions.

2. Statutory Power

By virtue of the power conferred by Section 24 (4) – Section 24 (6), Section 24 (7) (b), Section 24 (8) – Section 24 (10), Section 25, and Section 81 (2) of the Financial Institution Business Act B.E.2551, the Bank of Thailand hereby issues guidelines on the qualifications and approval of the appointment of directors, managers, persons with power of management or advisors of financial institutions as specified herein.

3. Repealed Notification

The Bank of Thailand Notification No. FPG. 13/2554 Re: Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions dated 15 December 2011 (B.E.2554)

4. Scope of Application

This Notification shall apply to all financial institutions under the Financial Institution Business Act except directors of foreign banks operating branches in Thailand.

5. Contents

5.1 Definitions

In this Notification

5.1.1 “Person with power of management” means:

(1) A manager, deputy manager, assistant manager or executive director of the financial institution or company, as the case may be, or a person holding equivalent position but with different job title;

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(2) A person with whom the financial institution or company has entered into an agreement to perform partial or full management duties; or

(3) A person who has de facto power to control or dominate a manager, directors, or management of the financial institution or company, as the case may be, to comply with his/her instructions in formulating policies or conducting business of the financial institution or company.

5.1.2 “Director” means a person appointed as a member of the board of directors of the financial institution or company, as the case may be.

5.1.3 “Executive director” means:

(1) A director who performs management duties in the capacity of a manager, deputy manager, assistant manager or any person holding equivalent position but with different job title

(2) A director who has duties and responsibilities to perform or participate in any management duties similar to an executive, including a director appointed as a member of the executive committee1

(3) A director who has signatory power to obligate the financial institution, unless such binding signature is for those approved by the board of directors on a case-by-case basis and cosigned with other director(s)

5.1.4 “Advisor” means a person appointed as an advisor to the financial institution, or a person who performs any duties in the capacity of a director, manager, deputy manager or assistant manager but holding the position as an advisor, including a person with the similar characteristics but holding any other position. Nevertheless, this excludes a person who is employed by the financial institution for his/her special technical expertise or special skill, such as accounting advisor, legal advisor, information technology advisor, tax advisor, language advisor, corporate communication advisor, insurance advisor, or advanced quantitative model advisor, etc.

5.1.5 “Financial business group” means a group of financial business according to the Bank of Thailand Notification Re: Guidelines on Supervision of the Structure and Scope of Business of Financial Business Groups. 1 Executive committee, in this context, means the “management-level” executive committee

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5.2 Qualifications of directors, managers, persons with power of management or advisors of financial institutions

Directors, managers, persons with power of management, or advisors of financial institutions must have suitable qualifications and capabilities (Fit and Proper) and must not have prohibited characteristics according to Sections 24 (1) to Section 24 (9) of the Financial Institution Business Act B.E.2551 (Attachment 1) or any prohibited characteristics in 3 following aspects:

5.2.1 Honesty, integrity and reputation

Directors, managers, persons with power of management or advisors of financial institutions must not have prohibited characteristics related to honesty, integrity and reputation as follows:

(1) Having been removed by the Bank of Thailand or the Office of the Securities and Exchange Commission from serving as a director, manager, person with power of management or advisor of any financial institution or securities company, unless the prohibition period has terminated or waiver to the case is granted by the Bank of Thailand or the Office of the Securities and Exchange Commission, as the case maybe

(2) Having been accused, filed grievance against or being prosecuted in any proceedings by the Bank of Thailand or the Office of the Securities and Exchange Commission, or local or international supervisory agencies for an offence of defraudation or corruption in accordance with the laws applied to the financial institution or the securities company, and any other applicable laws, unless the case has a final judgment of not guilty

(3) Having been accused, filed grievance against or being prosecuted in an offence of defraudation or corruption by any other local and foreign government agencies not specified in (2), unless the case has a final judgment of not guilty

(4) Having or had acted or was involved in any business or activity that is unlawful or that is of defrauding nature of against either another person or the public

(5) Having or had a disgrace personal record, a behavior that is unjust, taken undue advantage of the consumers, or involved in or abetted such activities of another person

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(6) Having or had conducts indicating dishonest or fraudulent inclination, or involved in or abetted such activities of another person including discrimination or seeking gain for self or group, or involved in any decision which may produce conflict of interest

(7) Having or had conducts indicating nonfeasance in examining, overseeing or taking action befitting a director, manager or person with power of management of a financial institution which caused the financial institution to breach a law, regulation, rule, internal manual, resolution of the board of directors, resolution of the shareholders’ meeting, regardless of whether it is credit approval, investment decision or any other matter, to the extent that it affected the confidence of the financial institution industry or tarnished the reputation, status or operations of the financial institution materially, or caused damage to the customers of the financial institution industry. For examples, causing the capital to risk assets ratio (BIS ratio) to be lower than the legal limit or causing the failure to maintain liquid assets as legally specified, etc.

5.2.2 Competence, capability and experience

Directors, managers, persons with power of management or advisors of financial institutions must have competence, capability and experience as deemed necessary and suitable to their positions, duties and responsibilities, up to the level that a professional in the finance and banking area should possess, and must not possess any of the following characteristics:

(1) Being a political official in accordance with anti-corruption laws, in addition to the prohibited offices specified under Section 24 (8) of the Financial Institution Business Act B.E. 2551. Prohibited offices shall also include an assistant to the minister or vice minister under the Regulation of the Office of the Prime Minister Re: Committee of Assistants to the Ministers

(2) Having relinquished, for less than 1 year, his/her employment at the Bank of Thailand in a position of an assistant governor and higher or in an equivalent position of any department or of senior director or in an equivalent position in the area that has the authority to determine supervisory policy or examination/ supervision of financial institutions

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(3) Having or had performed work which indicated the lack of observance of accounting standards, risk management standards, or any other professional standards as specified by state agencies or other domestic or international standard-setting organizations, such as concealing the actual financial standing or performance, intentionally avoid disclosure of material information, having had professional license revoked, etc.

5.2.3 Financial Soundness

Directors, managers, persons with power of management or advisors of financial institutions must not possess any prohibited characteristics related to financial soundness; namely those persons must not have difficulty in making principal repayment or interest payment to a financial institution or a credit company, or are debtors classified as substandard, doubtful, doubtful of loss, or loss, either within Thailand or overseas.

5.3 Seeking approval of the appointment of directors, managers, persons with power of management or advisors of financial institutions

A financial institution shall seek approval from the Bank of Thailand for the appointment or reappointment of directors, managers, persons with power of management or advisors of the financial institution by complying with the following process:

5.3.1 A financial institution must verify the qualifications of a person intended to be appointed as director, manager, person with power of management or advisor of the financial institution to ensure that such person does not possess any prohibited characteristic under Section 24 (1) to Section 24 (9) of the Financial Institution Business Act B.E.2551 or any additional prohibited characteristic (in 3 aspects) under Clause 5.2 of this Notification.

5.3.2 A financial institution shall file an application for approval with supporting documents, as set out in Attachment 2, to the Financial Institution Applications Department, Financial Institutions Policy Group, Bank of Thailand. On this, if there is no written objection or request by the Bank of Thailand for additional information within 15 working days from the date the Bank of Thailand receives the application of approval and completed documents, it can be regarded that the Bank of Thailand approves the appointment.

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5.3.3 A financial institution shall seek approval for the appointment of top-ranking executive from the Bank of Thailand every time there is the extension of employment term or contract or every 4 years from the date that such person is appointed, whichever comes first.

If a financial institution is uncertain if any position requires approval of the appointment or not, it may consult the Bank of Thailand on a case-by-case basis. On this, a financial institution must not disclose the names of the appointed persons to the public until it receives official approval from the Bank of Thailand.

5.4 Additional approval criteria

In giving approval of the appointment of directors, managers, person with power of management or advisors of financial institutions, the Bank of Thailand shall consider if those persons possess prohibited characteristics under Section 24 (1) to Section 24 (9) of the Financial Institution Business Act B.E.2551 and any additional prohibited characteristics (in 3 aspects) as specified in this Notification.

Nonetheless, in case where those persons possess prohibited characteristics under Section 24 (4) to Section 24 (6) of the Financial Institution Business Act B.E.2551, where the Bank of Thailand has powers to grant the exemptions, or the ones under Clauses 5.2.1 (1) to Clause 5.2.1 (7), Clause 5.2.2 (3) and Clause 5.2.3 of this Notification, the Bank of Thailand may apply any other criteria in its determination as deemed reasonable and necessary on a case-by-case basis, as follows:

5.4.1 Such prohibited characteristic is not severe or adversely affects the financial institution to the degree that warrants the objection of approval

5.4.2 Time has elapsed since occurrence of the prohibited characteristic for no less than 10 years

5.4.3 The prohibited characteristic does not affect the duties and responsibilities of the appointed position

5.4.4 Reliability of the information and the materiality of the evidence or event as well as the outcome of the examination of the Bank of Thailand, the Office of the Securities and Exchange Commission or other domestic and overseas legal authorities

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5.4.5 There was no breach of the good corporate governance framework as specified by the Securities and Exchange Commission, the Stock Exchange of Thailand, or by other organizations responsible for the supervision of good corporate governance, or other laws

5.5 Exemptions to the prohibited characteristic under Section 24 (7) (b) of the Financial Institution Business Act B.E.2551

The Bank of Thailand grants the following exemptions to the prohibited characteristic under Section 24 (7) (b):

5.5.1 To comply with the Bank of Thailand Notification Re: Guidelines on Risk Supervision for Financial Business Groups, the Bank of Thailand, thereby, permits the manager or person with power of management of the company granted credits, receiving guarantees or avals, or having contingent liabilities with the financial institution, and where that company is within the same financial business group as the financial institution, to assume the position of or to perform the duties of a director, manager, person with power of management or advisor of such financial institution.

5.5.2 Occasions often arise that a financial institution finds it necessary to send its director, manager or person with power of management to oversee the company receiving credits from, being guaranteed or avaled by, or having contingent liabilities with the financial institution, especially companies under debt restructuring arrangements with the financial institution. It is, therefore, appropriate to permit the financial institution to appoint its director, manager or person with power of management to serve as the manager or person with power of management of the company receiving credits from, being guaranteed or having contingent liabilities with the financial institution that is under debt restructuring arrangements with the financial institution. That is, the Bank of Thailand permits the manager or person with power of management of the company receiving credits from, being guaranteed or having contingent liabilities with the financial institution to become or perform the duties of a director, manager, person with power of management or advisor of the financial institution for the reason that it becomes necessary to oversee the financial institution’s debtor.

On this, a financial institution shall also comply with guidelines on the involvement of directors, managers, persons with power of management and advisors of financial institutions in other organizations as specified in the Bank of Thailand Notification Re: Corporate Governance of Financial Institutions.

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5.6 Withdrawal of the approved persons

In case where, subsequently, it becomes apparent that the approved person possesses prohibited a characteristic under Section 24 (1) to Section 24 (9) of the Financial Institution Business Act B.E. 2551 or any additional prohibited characteristic in the 3 main areas under Clause 5.2 of this Notification, the Bank of Thailand may withdraw the approval of such person at any time.

5.7 Notification of change of directors, executive directors, managers, or persons with power of management of financial institutions

Upon resignation, death or lateral change of those holding the position of director, executive director, manager or person with power of management of the financial institution, the financial institution shall notify the change in writing to the Financial Institution Applications Department, Financial Institutions Policy Group, Bank of Thailand, within 15 days from the date of such change.

6. Transitory Provisions

Those who have been approved to hold the position of top-ranking executive by the Bank of Thailand before the effective date of this Notification without the specified employment term or with less than 4 years of employment term on the effective date of this Notification, a financial institution shall seek approval for the appointment of such persons according to Clause 5.3.3 of this Notification within 1 May 2022 (B.E.2565).

7. Effective Date

This Notification shall come into effect as from the day following its publication in the Government Gazette.

Announced on 22 May 2018 (B.E.2561)

(Mr. Veerathai Santiprabhob) Governor

Bank of Thailand

Regulatory Policy Department Tel. 0 2283 6875, 0 2283 5311

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Disclaimer: The Association of International Banks, its directors, members and employees take no responsibility, accept no liability from any use or misuse of the information in these pages and do not attest to the correctness of the translation, if any. This translation contains privileged information. It is intended for the named recipients only. No portion of this translation may be transmitted by any means without prior written permission from the Association of International Banks. All rights reserved.


Attachment 1

Prohibited Characteristics under Section 24 of the Financial Institution Business Act B.E.2551

Section 24 No financial institution shall appoint or allow any person with any of the following characteristics to be or perform the duty of a director, a manager, a person with power of management or an advisor of the financial institution.

(1) being a bankrupt or having been discharged from bankruptcy for no less than five years;

(2) having been imprisoned by a final court judgment for an offense related to property committed with dishonest intent whether there is a suspension of punishment;

(3) having been dismissed or discharged from government service, state organization or agency on a charge of malfeasance in office;

(4) having been in office as a person with power of management in a financial institution when its license was revoked, unless exempted by the Bank of Thailand;

(5) having been removed from the position of a director, manager or person with power of management of a financial institution under Section 89 (3) or Section 90 (4) or under the law on securities and exchange, unless exempted by the Bank of Thailand;

(6) being a director, manager, employee or person with power of management of another financial institution at the same time, unless exempted by the Bank of Thailand;

(7) being a manager or person with power of management other than the position of a director of a company granted credits by, guaranteed by, or given aval by, or having contingent liabilities to, such financial institution, except for:

(a) a non-executive director or advisor of the financial institution;

(b) a case granted exemption under the rules specified in the Bank of Thailand Notification;


(8) being a political official, member of the House of Representatives, senator, member of a local council or local administrator or person holding any other political positions as specified in the Bank of Thailand Notification;

(9) being an official of the Bank of Thailand, or being a former official of the Bank of Thailand in accordance with the rules specified in the Bank of Thailand Notification, except where such person is appointed by the Bank of Thailand to rectify the financial condition or operation of the financial institution or where it is the holding of office in a financial institution which is a state enterprise in accordance with the law on budgetary procedures, provided that the official or former official of the Bank of Thailand who is prohibited from holding an office in accordance with the rules so specified by the Bank of Thailand shall not be entitled to receive any rights to purchase shares of such financial institution;

(10) being a person having prohibited characteristics or other disqualifications as specified in the Bank of Thailand Notification.


Attachment 2

Application Form for Approval of the Appointment of Director, Manager, Person with Power of Management or Advisor of the Financial Institution12

(Name of Financial Institution) …….....………………………

Letter No. (if any) Date ..………………………..

To: Governor, Bank of Thailand

The Bank/Company wishes to apply for approval of the appointment of director, manager, person with power of management, or advisor of the financial institution, in accordance with Section 25 of Financial Institution Business Act B.E.2551, as follows:

1. Name: ……………………………………………………..

2. The position applied for approval: ………………………..

The Bank/Company has already examined the curriculum vitae of the person above, and thereby certifies that such person possesses all qualifications without any prohibited characteristics under Section 24 (1) to Section 24 (10) of Financial Institution Business Act B.E.2551 and applicable Bank of Thailand Notifications as well as the following characters:

(1) having been sentenced by the financial court judgment for an offence against the Criminal Code;

(2) having been sentenced by the final court judgment for a predicate offence according to the Anti-money Laundering Act;

(3) having been placed under court order for seizure of property or sentenced by the final court judgment for a money laundering offence according to the Anti-money Laundering Act;

12 Complete the Application Form through the e-Application system

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(4) having been listed on the List of Designated Persons, or having been sentenced by the final court judgment for an offence related to financing of terrorism or proliferation of weapons of mass destruction trade according to the Combating the Financing of Terrorism Act as well as laws on the control of proliferation of weapons of mass destruction.

If it appears that the person applied for approval does not qualify or has prohibited characteristics or has the characteristics as specified above, or if found that the details as given on the curriculum vitae and supporting documents are delusive, the Bank/Company will promptly dismiss such person from the position that has been approved by the Bank of Thailand unless the Bank of Thailand deems that having the characteristic as specified in (1) does not indicate dishonest inclination.

The Bank/Company has attached herewith the curriculum vitae and supporting documents. Please consider for approval.

Sincerely yours,

Signed………………………. Authorized person

(…………………………..)

Position

Enclosure Curriculum vitae of the person applied for approval

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(Form) Curriculum Vitae of the Person Applied for Approval 23 Name of Financial Institution ………………………….

1. First name – Last name: (1) (In Thai) ………………………………… (Former name (if any) …..………….) (2) (In English)……………………………… (Former name (if any) ……..……….) ID card number ………………….......…. Taxpayer ID number ……………………… Passport number (in case of a foreigner) ………………………………… 2. In case of a “Director”

The position applied for approval (Please ensure that the position is the same as that stated on the application) ………………………………………………….. Type of director (independent director/non-executive director/executive director) ……………………………………….. Type of approval request (existing director/new director) ……………………….. In case of an “Executive” The position applied for approval (Please ensure that the position is the same as that stated on the application) ………………………………………………….. Key responsibilities ……………………………………………… For (financial institution/holding company/subsidiary within the solo-consolidated group) ……………………………………….. Type of approval request (existing executive/new executive) ………………………..

3. Date/month/year of birth ……………………….., Age ……….years 4. Nationality ………………………………… Gender ………………….. 5. Current address ……………………………………………… Postal code ……………... Telephone

number ………….. Mobile number ………….. E-mail address ……………………... 6. Marital status (single/married(with martial agreement)/married(without martial

agreement)/divorced /widowed) ………………………………….

23 Complete the Form through the e-Application system

Photo

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6.1 First name – Last name of “Spouse” …………………………… (Former name (if any)…………………………………………)

Place of work ……………………………..………. Nationality ………………… ID card number …………………………………………….

Passport number (in case of a foreigner) ………………………………… 6.2 First name – Last name of “Children” ……………………………

(Former name (if any)…………………………………………) Place of work …………………………..…………. Nationality …………………

ID card number ……………………………………………. Passport number (in case of a foreigner) ………………………………… Date/month/year of birth ……………………….. 7. Other responsibilities in the sub-committees (if any)

Name of the sub-committee Position

8. Professional qualifications

8.1 Educational background

Name of institution Level of education

Subject/major Graduation year (B.E.)

8.2 Additional training or seminar relating to the position applied for approval

Name of course Organizer Year attended (B.E.)

9. Work experience up to the present

Name of employer Type of business

Position (director/ executive/

staff member)

From (B.E.) To (B.E.)

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9.1 Responsibilities of the current position ………………………………………………………………………………………………. ……………………………………………………………………………………………….

9.2 If the person applied for approval is a political official or holds any position within the scope of “prohibited characteristics” according to Sections 24 of the Financial Institution Business Act B.E.2551 and applicable Bank of Thailand Notifications (yes/no). If “yes”, please specify the action to be taken so that this person qualifies according to applicable laws/guidelines. ………………………………………………………………………………………………. ……………………………………………………………………………………………….

10. Knowledge, competence and experience that would be beneficial to the financial institution’s business operations

………………………………………………………………………………………………. ………………………………………………………………………………………………. 11. Businesses relating to self, spouse and minor children. Every company that the person

applied for approval serves as a director, manager or person with power of management and every company in which such person holds shares shall be reported.

11.1 Company related to “Self”

Business group 1 No. Name of

company If the

company is listed on the local or overseas

stock exchange? (yes/no)

Type of business

Name of

position

From – To (B.E.)

% of shares held

Position (chairman/ executive director/

non-executive director/

independent director)

If the company receives

credits from FI/company within the

solo-consolidated group of FI applied for approval? (yes/no)

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Business group 2

No. Name of company

If the company is listed on the local or overseas


Type of business

Name of

position

From – To (B.E.)

% of shares held







Business group 3 No. Name of

company If the

company is listed on the local or overseas


Type of business

Name of

position

From – To (B.E.)

% of shares held







Total companies that the person applied for approval involves: ……………… companies, ………………. groups Total companies that the person applied for approval serves as the chairman/executive director ………………. groups Total companies listed on the local and overseas stock exchanges that the person applied for approval serves as the director ………………. companies

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Additional notes (If the person applied for approval serves as the chairman/executive director for more than 3 “other” business groups or serves as the director of companies listed on the local and overseas stock exchanges for more than 5 companies, which does not comply with the guidelines as specified in the related Bank of Thailand Notifications, please specify the action to be taken so that such person qualifies according to the specified guidelines) ……………………………………………………………………………………………………. …………………………………………………………………………………………………….

11.2 Company related to “Spouse” No. Name of

company Type of business

Name of position

From – To (B.E.)

% of shares held

If the company receives credits from

FI/company within the solo-consolidated group of FI applied

for approval? (yes/no)

11.3 Company related to “Minor children”

No. Name of minor child

Name of company

Type of business

Name of

position

From – To (B.E.)

% of shares held

If the company receives credits

from FI/company within the

solo-consolidated group of FI applied for

approval? (yes/no)

Remarks: (1) “Business group” means

(1.1) Group of business consisted of the parent company, subsidiary or affiliated company.

(1.2) Group of business under the controlling power of a single person. (2) For companies related to self,

(2.1) Grouping shall be according to the definition of “business group” under (1); where a company is not a business group, each company shall be considered as a group in itself.

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(2.2) Where the position held in the business is the chairman of the board of directors, executive director or signatory director, please specify clearly.

12. History of lawsuits

Court Status

(plaintiff/ defendant/ petitioner/

complainant/ litigant)

Case (civil/criminal/ bankruptcy/

administrative)

Charge or

offence

Claimed amount

Case number

Last trial date

Judgment

13. History of accusations, petitions, trials (including those in trial process) by

local and overseas government organizations e.g. State Audit Office of the Kingdom of Thailand (OAG), Office of the National Anti- Corruption Commission (NACC), Anti-Money Laundering Office (AMLO)

Government organization

making accusation/

petition or bringing the case to trial

Issue Date of accusation/ petition/trial

Investigation status

Results

14. History of investigations by former or current employers (for an investigation

related to the violation of laws or internal guidelines related to honesty, the financial institution shall also submit the documents as specified in Item 15 (8))

Employer Issue Date of

investigation Investigator Investigation

status Results of

investigation

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15. Supporting documents (use the existing documents/submit additional documents/no documents – specify reasons ………………………)

(1) Document conferring educational qualification

(2) Document indicating the previous year’s income tax payment

(3) Certificate of previous employment (for a foreigner – company testifying form shall be used)

(4) Photocopy of immigration document/passport (for a foreigner)

(5) Details of scope of duties and responsibilities of the position applied for approval

(6) Certificate or any document from the financial institution or company granting credits to the person applied for approval, from the credit bureau or from relevant organization verifying that the credits of such person are not classified as substandard, doubtful, doubtful of loss or loss

(7) Acknowledgement of duties and responsibilities of the director (for approval of the appointment of the director)

(8) Confirmation of approval intent or confirmation of appointment intent

(8.1) Confirmation of approval intent or confirmation of appointment intent from the chairman of the nomination committee – if the person applied for approval is investigated or had been investigated by the former or current employer for the violation of laws or internal guidelines related to honesty; and

(8.2) Confirmation of approval intent or confirmation of appointment intent from the chairman of the board of director – if the person applied for approval is to serve as the director, manager, or equivalent position but with different job title is investigated or had been investigated by the former or current employer for the violation of laws or internal guidelines related to honesty

On this, for a foreign bank branch, it may use the confirmation of approval intent and confirmation of appointment intent from the committee or person responsible for approving or evaluating the performance of senior executives of the foreign bank branch at the regional office or head office.

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(9) Other evidence or information that would be beneficial to the verification of qualifications (if any)

16. Declaration of the person applied for approval

I hereby certify that and agree to the following:

(1) I certify that I do not have any prohibited characteristics according to the Financial Institution Business Act B.E.2551 or any prohibited characteristics as specified in the applicable Bank of Thailand Notifications, including:

(1.1) having been sentenced by the financial court judgment for an offence against the Criminal Code; or

(1.2) having been sentenced by the final court judgment for a predicate offence according to the Anti-money Laundering Act; or

(1.3) having been placed under court order for seizure of property or sentenced by the final court judgment for a money laundering offence according to the Anti-money Laundering Act; or

(1.4) having been listed on the List of Designated Persons, or having been sentenced by the final court judgment for an offence related to financing of terrorism or proliferation of weapons of mass destruction trade according to the Combating the Financing of Terrorism Act as well as laws on the control of proliferation of weapons of mass destruction.

(2) I certify that all information given on the curriculum vitae and this supporting document is true, complete and accurate, and permit the Bank of Thailand to perform background checks and disclose such information to other agencies that are responsible for supervision of financial institutions or financial business under the agreement with the Bank of Thailand for the purpose of execution of duties according to applicable laws

(3) I agree to be promptly dismissed from the position approved by the Bank of Thailand without any claims or appeals against the Bank of Thailand and related persons in the following cases:

(3.1) If I do not qualify or have prohibited characteristics, including those as specified in (1), as I have certified, unless the Bank of Thailand deems that having the characteristic as specified in (1) does not indicate dishonest inclination; or

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(3.2) If, later, it appears that I have given false information in the curriculum vitae and this supporting document.

On this, if there is any significant change to the information I have given on the curriculum vitae and this supporting document, which may affect the verification of qualifications and prohibited characteristics, I will notify the Bank of Thailand within 7 days as I am aware of such change, or if I have been approved by the Bank of Thailand but later I am under investigation by my employer, I will manage to have the confirmation of appointment intent, as specified in Item 15 (8), and submit it to the Financial Institution Applications Department, Financial Institutions Policy Group, Bank of Thailand within 7 days from the day the investigation committee is set up or the investigation commences – whichever comes first.

Accordingly, I fully understand the roles and responsibilities required by applicable laws and will perform duties of the position I have been approved with honesty and integrity at all time while remaining in the position.

(Signed) ………………………. (Owner of curriculum vitae/Consent is given by)

(……………………….) Date …………………………..

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Acknowledgement of Director’s Duties and Responsibilities

To: Governor, Bank of Thailand Re: Director’s Duties and Responsibilities I, Mr./ Mrs./ Ms. …………………………………………….., who is appointed to hold the directorship of the Bank/Company ……………………………, acknowledge the roles, duties, and responsibilities in accordance with laws pertaining to all business dealing with the Bank/Company that:

1. It is a director’s duty to formulate policies and closely supervise and monitor operating performance of the Bank/Company. Accordingly, a director is to ensure that the management regularly submits material information related to every aspect of the Bank/Company’s operations to the board of directors’ meeting.

2. It is a director’s duty to set out and delegate authorities to the

subcommittees and the management in order to deal with matters pertaining to internal control, credit granting consideration, risk analysis, contingent liabilities, asset trading, and various legal acts. The delegation of authorities must be done in a proper and careful manner in order not to cause any damage to the public.

3. It is a director’s duty to ensure no infringement of applicable laws.

The managing director shall report changes or amendments of applicable laws, notifications, and circulars to the board of directors’ meeting upon official receipt of changes or amendments. In addition, the managing director shall regularly report any infringement of the laws or regulations to the board of directors’ meeting and the board must quickly seek and take remedial action in order to prevent such infringement in the future.

4. It is a director’s duty to nominate an official to analyze the status of

debtors, credits, and contingent liabilities and report to the board of directors’ meeting on a regular basis. In addition, workout measures and regular monitoring must be established to rectify problem loans.

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5. It is a director’s duty to frequently follow up the result of the examination and instructions of the Bank of Thailand as well as various reports of the external and the internal auditors. A director shall insist on strict implementation of the instructions and remedial actions.

6. A director is responsible for the oversight of the financial institution

to ensure long-term stability by complying with the Bank of Thailand Notification Re: Corporate Governance of Financial Institutions.

Moreover, a director shall thoroughly study and understand the roles, duties,

and responsibilities for directorship, as specified in the Financial Institution Business Act B.E.2551 and other applicable laws, as well as all relating notifications and circulars. (Signed) …………………..….. (……………………….) Date …………………..

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Company Testifying Form (Name of Company)

Dated ………………….

The Governor, Bank of Thailand

I am Mr. / Mrs. …………………………………… in charge of (position) take full responsibility on behalf of (name of company) to testify moral integrity, propriety and honesty of (name of person required). I therefore have thoroughly verified the information required by the Bank of Thailand and certify that the above-mentioned person

(tick proper box (es))

has no evidence of dishonesty or financial irregularities.

possesses appropriate qualifications.

has practical experience in relevant environment.

has proven ability to make sound decisions.

has earned respect of the financial community.

holds high integrity and respect for acceptable principles.

has ability to undertake and completed a task in a proper way.

has no criminal records. (State if any)

has never been filed suit against by relevant authorities. (State if any)

has never been fired, discharged or relieved of duty by any financial institution. (State if any)

Best regards,

(Signature)

(Printed name)

(Position) (Date)


Questions – Answers on the Bank of Thailand Notification Re: Guidelines on Approval of the Appointment of Directors, Managers, Persons with Power of Management or Advisors of Financial Institutions

Dated 22 May 2018 (B.E.2561)

No. Question Guided Answer

Seeking approval

1 What are the positions within the scope of an “advisor” of the financial institution for which approval of the appointment from the Bank of Thailand is required?

An advisor of the financial institution, in this Notification, shall include an advisor of the financial institution who performs the duties as a director, manager, deputy manager, or assistant manager, but referred to as the advisor, as well as a person who performs those duties but with different job title.

2 According to Clause 5.3.3 that the financial institution shall seek approval for the appointment of top-ranking executive from the Bank of Thailand every time there is the extension of employment term or contract or every 4 years from the date that such person is appointed, where the top-ranking executive also serves as a director of the financial institution and the term of director position will reach before that 4-year interval and before the full term of top-ranking executive position, can an approval request be submitted at the same time?

The financial institution may submit an approval request for the appointment of such person to serve as both director and top-ranking executive of the financial institution “at the same time” when the term of director position has reached.


No. Question Guided Answer

Certification of information given on an application for approval of the appointment of manager, person with power of management or advisor of the financial institution

3 As required in an application for approval of the appointment of manager, person with power of management or advisor of the financial institution – a financial institution must certify the accuracy of the information of a person applied for approval from the Bank of Thailand, what are the expectations that the Bank of Thailand has for a financial institution on the verification and certification of accuracy of that information, especially where the financial institution has limitations on the access to the information of such person and there is no available alternative source of information, such as the records on being under investigation by the former employer?

In verifying the information of a person applied for approval from the Bank of Thailand, a financial institution must carefully and prudently verify such information to the fullest possible extent. Practically, as the financial institution has acquired the information from such person and has properly verified the information using the government entity’s database or reliable source of information, it may be considered that the financial institution has carefully and prudently verified such information to the fullest possible extent.

to managers · to managers all financial institutions no. rpd.(01)c. 66/2561 re: issuance of the...

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