Company Secretary

The Company Secretary’s roles and responsibilities are to perform duty in compliance with the laws and follow up on activities of the Board of Directors and Board Committees, management, and the Bank to be in line with relevant laws, regulations, and Articles of Association of the Bank. The Company Secretary is also to support the Board of Directors, Board committees, management, and the Bank to implement operations in line with good corporate governance principles.

The Company Secretary has roles and responsibilities as follows:

1. For the Bank

1.1 To monitor and ensure that the Bank’s overall operations comply with relevant laws and regulatory requirements including resolutions of Board of Directors, resolutions of annual general meeting of shareholders

1.2 To oversee the storage and maintenance of the Bank’s important documentation such as the affidavit, the Memorandum & Articles of Association, the shareholder register, licenses and power of attorney, etc.

1.3 To enforce guidelines so that the Bank’s policies and practices comply with the good corporate governance principles and that they are regularly reviewed

2. For the Board

2.1 To advise the Board of Directors and management on laws and regulations relevant to their duties

2.2 To oversee and ensure that meetings of the Board of Directors and Board Committees established by the Board of Directors are in line with the laws, regulations, the Bank’s Articles of Association, charters, and best practices

2.3 To perform as the secretary to the Board of Directors and other Board Committees as assigned, including the Chief Executive Committee, to take accurate and complete minutes, to inform the relevant management on the resolutions and follow up on the resolution implementation

2.4 To oversee the changes of directors and examine directors’ qualifications in case of new appointments and resignations by rotation in accordance with regulatory requirements, including obtaining the Bank of Thailand’s approval

2.5 To review directors’ qualifications throughout the term of directorship to ensure that the qualifications are always in line with regulatory requirements

2.6 To oversee insider information of the directors

2.7 To facilitate directors’ training and development

2.8 To provide the Board’s and Board Committees’ performance assessment

2.9 To arrange Directors and Officers Liability Insurance (D&O Insurance) for the directors and management

3. For the Shareholders

3.1 To conduct shareholders’ meeting in line with the laws, the Bank’s Articles of Association and good corporate governance principles, including performing the duty as the secretary to the shareholders’ meeting

3.2 To oversee the right of shareholders and to create good relationship with the shareholders

Mrs. Manika Sitthichai

Education

• Master of Business Administration (MBA) (International Business), The George Washington University, USA
• Bachelor of Economics (International Economics), Second Class Honors, Chulalongkorn University

Training

• Director Certificate Program (DCP), Financial Institutions Governance Program (FGP), Company Secretary Program (CSP), and Board Reporting Program (BRP), Thai Institute of Directors Association (IOD)
• Anti-Money Laundering and Combating the Financing of Terrorism, Market Conduct, and Deposit Protection, The Thai Bankers’ Association
• 2020 Cybersecurity and Privacy for BoD, Personal Data Protection Act, and Economic and Sectoral Outlook: High-Frequency Data Perspective, TMBThanachart Bank Plc.*
• Personal Data Protection Act (PDPA), Anti-Corruption, Code of Conduct, Non-Financial Risk Management, and Cyber Resilience Awareness, TMBThanachart Bank Plc.
• Security Awareness Training: Cybersecurity and Cyber Resilience, TMBThanachart Plc.
• Decentralized Finance (DeFi), Digital Marketing Strategy, Open Banking and Virtual Banking, and ESG - Environmental, Social, Governance, TMBThanachart Plc.

Positions in Other Listed Companies

None

Positions in Non-Listed Companies

None

Working Experience on the Past 5 Years

Shareholding in TTB :

None

Family Relationship :

None

* TMB Bank Plc. changed its name to TMBThanachart Bank Plc. on 6 May 2021.