The Company Secretary’s roles and responsibilities are to perform duty in compliance with laws and follow up activities of the Board of Directors and Board Committees, management, and the Bank’s 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 committee, management, and the Bank to implement operation in line with good corporate governance.
The Company Secretary has roles and responsibilities as follows:
1. For the Bank
1.1 To monitor and supervise the Bank’s overall operation to comply with relevant laws and regulatory requirements including resolution of Board of Directors, resolution of annual general meeting of shareholders.
1.2 To file and keep the Bank’s important documentation such as certificate, memorandum & articles of association, shareholder register, licenses and power of attorney, etc.
1.3 To push for guidelines so that the Bank shall formulate policies, comply with good corporate governance and conduct regular review.
1.4 To act as contact person of the Bank
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 conduct meetings of the Board and board committees established by the Board of Directors to be in line with laws, regulations, articles of association, charters, and best practices
2.3 To perform the Board’s secretary and board committees’ secretary as assigned including Chief Executive Committee, record accurate and complete minutes, inform to relevant management the resolution and follow up the resolution implementation
2.4 To oversee the changes of directors and examine director’s qualifications in case of appointment of new directors and director to replace director who resigned by rotation in line with regulatory requirements and the bank’s strategy and business direction, including propose the issue to the Bank of Thailand for endorsement
2.5 To review director’s qualifications during the directorship period to ensure that the qualifications are always in line with regulatory requirements
2.6 To oversee insider information and conflict of interest practices of 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 to be in line with laws, articles of association and good corporate governance principle, including perform duty of secretary to the shareholders’ meeting.
3.2 To oversee the right of shareholders and create good relationship with shareholders.