Report on Compliance with Good Corporate Governance Principles 2019

The Board of Directors recognizes that good corporate governance is a foundation for the sustainable growth of the organization, and a significant element facilitating effective and transparent business operations as well as fulfilling our responsibilities to our broad range of stakeholders. Krungsri Group strives to continually develop corporate governance by taking into account the risks and liabilities to stakeholders as well as supporting sustainable development of the economy, society, and environment. Krungsri also encourages its employees to perform their duties in accordance with international good corporate governance principles in order to enhance confidence among shareholders, investors and all relevant stakeholders, as well as add long-term value to Krungsri’s business.

With this in mind, the Board of Directors established ‘Good Corporate Governance Principles’ (the Principles), a document which covers shareholders’ rights and their equitable treatment, information disclosure and transparency, composition and qualifications of the Board of Directors, roles and responsibilities of the Chairman, the Board of Directors and the committees reporting to the Board of Directors as well as those of the President and Chief Executive Officer and executives, internal control and internal audit systems, and Krungsri Group’s business philosophy and roles with regard to the stakeholders. The Principles also address Krungsri’s Mission, Vision and Core Values, Employees’ Code of Conduct and compliance. In addition, the Principles must be reviewed on an annual basis, or without delay in case of any significant change. This is to ensure the appropriateness of the Principles in changing circumstances, and their alignment with relevant regulations, Krungsri’s organizational structure, and the environmental situation of corporate governance of Krungsri Group. Krungsri continuously disseminates and promotes the Principles through various approaches, e.g. Krungsri’s website under the topic of corporate governance, and various activities to promote comprehensive understanding amongst employees, including the training courses via Krungsri Learning Companion (KLC), while also communicating the Principles to its subsidiaries as a fundamental guideline for the adoption or creation of their own good corporate governance principles in accordance with the nature of their business.

Additionally, Krungsri has drawn up ‘The Spirit & The Letter’ (S&L), outlining key principles of integrity under applicable laws and good corporate governance, to which directors, executives and employees shall adhere, whereby matters to be acknowledged, complied and aware, as well as punitive measures in case of violation are specified. To strengthen all employees’ awareness of S&L, Krungsri requires all employees to sign the commitment for acknowledgement and compliance as well as arranges S&L Compliance Excellence activities on an annual basis. In addition, Krungsri appoints each business function’s ‘Compliance Champion’ to serve as a conduit for communications, knowledge sharing and enhancement of understanding in compliance issues including rules and regulations, policies and procedures, or corporate governance requirements stipulated by Krungsri with the employees in each particular function to ensure their acknowledgement and compliance.

In 2019, the Board of Directors reviewed the Principles and resolved that the existing ones are still appropriate and applicable for the current situation, and are in compliance with good corporate governance criteria and guidelines stipulated by related regulatory bodies. Furthermore, from a thorough assessment of Krungsri’s operations toward good corporate governance criteria and guidelines, it was found that most of them have already been applied. However, some are sensitive and complexity that the Board of Directors resolved that the implementation be suspended pending study of potential impacts. Nonetheless, other preventive and control measures against those issues are already in place so as to ensure good corporate governance.