The Bank’s directors play an important role as the persons who lead the Bank to the sustainability of its business, setting out the Bank policies and guiding the Bank’s staff to behave in the right direction and also monitoring the Bank’s operations to be transparent, able to be audited, free from corruption and incompliance with good corporate governance principles. Therefore, the directors are required to possess appropriate qualifications in morality, ethics, integrity and competency in managing and monitoring business operation.
They shall also monitor the Bank to adhere to the laws, rules and regulations for the benefits of the Bank, the shareholders and other concerned parties. Hence, the directors shall always maintain their morals and code of conduct at the high level, and shall have or perform their duties with loyalty, integrity and thoughtfulness according to the related laws, rules and regulations so that they can be the good role models for the Bank’s staff of all levels, with the following key principles:
Loyalty and integrity
The directors shall perform their duty with loyalty, integrity, and shall not use their status as a director to seek personal gain, shall neither discriminate nor support any particular person/ group. In addition, in order to safeguard against the conflicts of interest, the directors shall not either directly or indirectly participate or be involved in the decision making regarding transactions or other business dealings by which the directors themselves and the relevant persons may gain or loss. Besides, the directors shall monitor to ensure that there is no intervention in any decision making which will cause damage to the Bank.
Confidentiality of information
The directors shall ensure that the Bank’s confidential information and customer information is not given either inadvertently or deliberately to third parties, and shall not use the information to seek personal gain or to obtain benefits for other persons/ businesses without the Bank’s consent or permission by laws, while in office or within 1 year after having completed term of office.
Disclosure of interests
The directors shall carefully and thoughtfully perform their duties as assigned, based on the principle of performing duties in the manner that will cause no conflict of interest. Therefore, they shall disclose their personal information and information concerned to their related parties in compliance with the rules and regulations of the government and the Bank. The directors shall also disclose the information which may lead to the actual or the potential conflict of interest against the Bank’s business.
Besides, any dealings between the Bank and the related persons shall always be at arm’s length to avoid the possibility of actual or perceived conflicts of interest.
Personal businesses and transactions
The directors shall not engage in any businesses similar to and/ or competing with the Bank’s businesses, neither for the benefit of their own nor for the benefit of other parties both directly and indirectly. In addition, the directors shall not be directors of the companies or the public companies whose businesses are similar to and/or compete with those of the Bank.
Business judgment rule
The directors shall perform with the duty of honesty and care, and on the basis of sufficiently informed decision and resolution as well as rational decision on a par with that of a financial and banking professional.
The directors shall comply with policy on anti-fraud and corruption of the Bank and shall not involve in bribery, as payments, properties, or other benefits for the procurement of business and personally also any action that can be considered as corruption.
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