Standard Chartered Bank (Thai) PCL Annual Report 2016

Driving investment, trade and the creation of wealth across Asia, Africa and the Middle East

sc.com/th OVERVIEW What’s inside this report About us

OVERVIEW

We’re a leading international banking group with around 86,000 employees committed to building a sustainable business over the long-term. ABOUT MESSAGE FROM STANDARD PERFORMANCE CHAIRMAN’S THE PRESIDENT CHARTERED HIGHLIGHTS STATEMENT AND CEO We operate in some of the world’s most dynamic markets and have been for over 150 years. More than 90 percent of our income and profits are derived from Asia, Africa and 02 05 06 08 the Middle East.

FINANCIAL AND OPERATING REVIEW

SUMMARY OF SUSTAINABILITY NATURE OF FINANCIAL BUSINESS RESULTS 17 14 12 Awards & recognition

CORPORATE GOVERNANCE

Standard Chartered Bank (Thai) has been rated AAA

(tha) for its national long-term rating by Fitch Ratings. BOARD OF SENIOR ORGANIZATION STRUCTURE OF INTERNAL DIRECTORS MANAGEMENT CHART MANAGEMENT CONTROLS 22 26 30 32 39

NOMINATION AND SELECTION OF AUDIT REMUNERATION DIRECTORS AND COMMITTEE COMMITTEE SENIOR RISK CORPORATE REPORT REPORT EXECUTIVES GOVERNANCE 50 49 48 44 40

6 International Retail Bank of the Year 6 and Credit Card Initiative of the Year SUPPLEMENTARY INFORMATION

GENERAL STRUCTURE OF CONNECTED BRANCH INFORMATION SHAREHOLDERS TRANSACTIONS INFORMATION 54 56 57 58

2 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 3 OVERVIEW

Performance Highlights

Total Income* Total Operating Expenses* Loan Impairment* Up 11 percent to Down 17 percent Down 103 percent THB 4,649 m to THB 3,109 m to THB -35 m

2015 THB 4,178 m. 2015 THB 3,738 m 2015 THB 1,058 m

Net Profit After Tax* Total Assets Capital Adequacy Ratio (Solo Basis) Up 2.5 times to Down 8 percent to Up 1 percent THB 1,575 m THB 190,659 m to 26.3 percent

2015 THB -618 m. (loss) 2015 THB 208,338 m 2015 25.4 percent *Excluded discontinued operations

Five Year Review

Total Income Discontinued operation Net Profit After Tax Discontinued operation Unit: Million Baht Continued operations Unit: Million Baht Continued operations

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

11,954 12,075 12,345 3,254 2,951 9,324 2,200 8,365

5,146 3,716 384

457 1,137 4,178 4,649 (504) (753) (47)

Loans Discontinued operation Earnings Per Share Unit: Million Baht Continued operations Unit: Baht

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

106,168 104,080 102,308 2.19 91,712 1.99 79,871 1.48 41,732

0.26 38,139 (0.03)

4 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 5 OVERVIEW

Chairman’s statement

Education & Employee Volunteering”, and “Seeing is Believing”.

There is much to be done to turn the corner and restore our bank to sustainable profitable growth, and deliver good returns to our shareholders. Despite likely economic headwinds in 2017, I remain optimistic about the long-term potential of our franchise Bharat Padmanabhan in Thailand and opportunities in the Chairman Greater Mekong region.

On behalf of the Board, I wish to thank the management team and staff of Standard Chartered Bank (Thai) PCL 2016 was an exceptionally challenging in delivering value-added services for their hard work and dedication year for us. The region including Thailand and solutions to our clients. throughout 2016. I would also like to continued to experience weak global thank our clients for their continued demand, lower commodity prices and We cannot stress enough about our trust in our products and services. volatility in the financial markets. These unwavering commitment to Thailand. combined factors resulted in stagnating The Bank has operated in Thailand economic growth and the Bank was not since 1894 and our operation here spared. remain a core part of the Bank’s regional strategy. Our uniquely diversified and Bharat Padmanabhan At the same time, the Bank took extensive network in all 10 ASEAN Chairman pivotal steps and embarked on a markets will help us serve Corporate transformational journey implementing & Institutional Banking (CIB) and a number of change initiatives, aimed Commercial Banking (CB) clients at sharpening our focus, and making driving investment, trade and the us fitter and more efficient. While we creation of wealth across the region. continue to serve our clients in the Our strategy is very clear: to focus on corporate segments, one important areas where we can truly add value. development was our decision to transfer our Retail Banking business I am encouraged and proud to to TISCO Group as announced report that our people remain fully publicly in December 2016. These committed than ever in contributing changes are targeted to position the and developing the Thai community Bank more effectively in the long through sustainability programmes, term, as we optimize our capabilities such as “Positive Living”, “Financial

6 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 7 OVERVIEW

Retail Banking staff for their dedication we won a number of high-visibility I would like to thank the Board of Message from the President and CEO and hard work and we are committed deals and were able to optimize our Directors, Executive Committee, to do our best to support them during renminbi capacity for our major clients. management team and staff for your the transition as well as to continue continued support throughout 2016. Institutional Banking and Commercial to serve our clients. I look forward to working closely Banking businesses are strong and Our continued commitment to with you to turn around the Bank for differentiated, it has been challenging community long-term sustainable growth. for the Retail Banking business to 2016 business highlights Our business strategy focuses on compete effectively with local players Retail Banking’s performance was banking the people and companies who dominate the market. more diversified with higher contribution driving investment, trade and the from Wealth Management and Priority creation of wealth across Asia, Africa As a result of sharpened strategy and Segment. In addition, new business Plakorn Wanglee and the Middle East. Sustainability extensive business review in Thailand underwritten across all Lending President and Chief Executive Officer Plakorn Wanglee remains a priority to us and we are to position it for long term growth, Products also showed significant Thailand and Representative Offices President and Chief Executive Officer committed to promote economic and Thailand and Representative Offices we have finally reached an agreement improvement and demonstrated social development in the markets to sell and transfer our Retail Banking good shift towards high quality client where we operate in the short, business in Thailand to TISCO Group. segments. Retail Banking was also medium and long terms. Some of The transfer of the Retail Banking recognised by Asian Banking & Finance the key activities we contributed in business is expected to be completed magazine as “Best International Bank 2016 included 1) Seeing is Believing - in 2017, subject to regulatory approvals. in Thailand” and “Credit Card Initiative 2016 was a year of considerable these as our core strengths. We retain continuing to work with the Princess Our priority is to work closely with of the Year”. challenges and changes. The key AAA (tha), the highest national rating Sirindhorn Eye Surgery Unit under the TISCO to ensure a smooth transfer external headwinds included a decline as certified by Fitch Ratings, which Thai Red Cross Society to provide for our clients and staff. In line with the Group’s strategy, from eye treatment for 6,910 patients, in commodity prices, muted trade also affirmed our Long-Term Foreign beginning of 2016, Commercial Clients 2) Positive Living – throughout the volumes, volatility in equity markets Currency IDR at A- with Stable Outlook. and Large Corporate segments were This is part of the Group’s strategy year 2016, our HIV champions and and ongoing weakness in financial We remain a strategically important integrated and renamed “Commercial to review our business model in volunteers trained almost 776 people markets. subsidiary of Standard Chartered PLC Banking.” The objectives are to improve country and to explore ways to be nationwide, 3) through our employee (“the Group”), based on our important efficiency, reduce redundancy and leaner, and more focused on what volunteering, we provided financial We proactively took a series of actions role in supporting the Group’s to grow by penetrating into each client we do best. education training for 1,793 students to mitigate the impact; we adapted international banking business and sub-segment within Commercial covering schools in Banking and the to the changing environment; and expansion in the Greater Mekong Banking, which included Local nearby provinces. reshaped our business to position Region. The decision was an extremely Corporates, Middle Market, Medium Standard Chartered Bank (Thailand) difficult one to make, nevertheless Enterprise and Cash and Liabilities. PCL (“SCBT”) more effectively for crucial to our long-term viability. Commercial Banking stayed on course Transfer of Retail Banking Looking ahead the long term. There is no doubt that Retail Banking and continued to demonstrate promising Business business in Thailand is of high quality outlook for a sustainable business in We look ahead with cautious optimism. The underlying fundamentals of Back in November 2015, the Group and managed by tremendously Thailand. With an expected improvement in the the Bank remain sound. We have a announced that it would be taking a capable and hardworking staff. Our macro economic environment and diversified asset base, solid liquidity, series of simplification and restructuring staff have pushed themselves very hard Likewise, Corporate and Institutional our refreshed strategy, the Bank will strong management as well as a actions to improve returns, including and it is evident via the improvement Banking continued to successfully be better equipped to withstand disciplined and proactive approach to divest businesses that have in the FY2016 performance of our support Large Corporate and Financial challenges while capturing underlying to risk management. International insufficient scale or competitive Retail Banking business. I would like Institution Clients. With our local opportunities in both Thailand and rating agencies continue to recognize advantages. While our Corporate and to take this opportunity to thank our knowledge and international network, the Greater Mekong Subregion.

8 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 9 Financial and operating review FINANCIAL AND OPERATING REVIEW

lending portfolio that is diversified income Baht 207 million and reduced capital requirements and to Summary of Financial Results across a wide range of products, by the dividend payment of Baht 178 maintain appropriate credit ratings. industries and client segments. In million (Baht 0.12 per share). addition, the Bank has taken At the end of 2016, the Capital, on a conservative view in establishing the Liquidity consolidation basis, was Baht 37,794 Summary of Financial Results Institutional Banking and Commercial million, with an excess provision over excess reserves in order to withstand million and Capital Adequacy Ratio Banking businesses are strong and the regulatory reserve requirements It is the Bank policy to maintain 2016 was a challenging year for for any uncertainties of economic (CAR) was 26.31 per cent. The CAR differentiated and remains fully adequate liquidity at all times, and Standard Chartered Bank (Thai) PCL. of THB 1,566m or 136.5 per cent of downturn. reflects very healthy capital position. committed to serving clients in those hence to be in a position to meet The Bank’s performance has to be the regulatory reserve requirements. The ratio is well above the minimum segments in Thailand and supporting obligations as they fall due. The Bank considered against a backdrop of slow The loan loss coverage ratio remains regulatory requirement of 8.50 per cent Thai businesses domestically and as Liabilities manages liquidity risk both on a economic recovery combined with conservatively high at 127.4 per cent comprising Common Equity Tier 1 they trade internationally. short-term and medium-term basis. a cautious revised strategy and the compared to 123.0 percent at the end As of December 31, 2016, the total ratio of 25.16 per cent. In the short term, the Bank’s focus consequential effects of deliberate of December 2015. liabilities of the Bank and its subsidiaries The Bank’s performance has been is on ensuring that the cash flow management actions. The final outcome were Baht 152,214 million, a decrease Earnings per Share faced with various challenging demands can be met where required. is a much strengthened balance sheet The Retail Banking business performance of Baht 17,707 million or 10 per cent excluding discontinued operation. Standard Chartered Bank (Thai) PCL with double digits operating income was reported under discontinued In the medium term the focus is on Operating income increased to Baht over December 31, 2015, primarily Group’s weighted average number growth on a consolidation basis operation with the loss after corporate ensuring that the statement of driven by a decrease in deposits of of ordinary shares remained the same while flattish on the Bank basis. 4,649 million, 11 percent up, or Baht income tax of Baht 753 million. financial position remains structurally Baht 12,566 million. at 1,484 million shares in 2016. This excludes the discontinued 471 million compared to 2015 on a sound and aligned to the strategy. consolidated basis. A significant Consequently, Earnings per share in operation as detailed in paragraph 3. On the consolidated basis, the net profit portion of the increase was attributable 2016 is Baht 0.26 which increased after tax was Baht 384 million or Equity Capital Adequacy to the selling of unused premises. from Loss per share Baht 0.03 in The overarching objectives of the increased by Baht 431 million from Total shareholders’ equity increased The Bank maintains a strong capital 2015. The book value per share in Bank’s strategy are to “Secure the the prior year. by Baht 29 million to Baht 38,446 base to support the development foundations”, “Get lean and focused”; On 18 November 2016, the Bank sold its 2016 was Baht 25.91 or remained and “Invest and innovate”. It aims to 99.99% interest in Standard Chartered million due to total comprehensive of its business, to meet regulatory stable from Baht 25.89 in 2015. achieve these objectives by strengthening (Thai) Asset Management Company Balance sheet financial resilience, improving performance Limited, a subsidiary, for THB 861m in In 2016 the Bank has actively managed and enhancing controls. The change in cash. The carrying amount of Standard Total Assets Advance / Deposit Ratio the balance sheet to optimize risk strategy contemplates a change in the Chartered (Thai) Asset Management Unit: Million Baht Unit : % weighted assets for better returns. The Bank’s business mix towards more Company Limited’s net assets in the 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Consolidated and Bank’s financial Bank remains disciplined in its focus profitable and less capital intensive 260,356 89% statements on the date of the sale was on sustaining a strong balance sheet. 254,572 81% 81% businesses, and to leverage network 225,316 75% Overall, the Bank is highly liquid with 208,338 71% on building the Bank’s business onshore. THB 1,005m and THB 639m, respectively. Loss on sale of THB144m is recognized an advance to deposits ratio is at 190,659 Standard Chartered PLC announced in other expense in the consolidated 70.5 per cent. in November 2015 that it would be statement of comprehensive income and taking a series of simplification and gain on sale of THB 222m is recognized in gain on investment in the Bank’s Assets and Asset Quality restructuring actions to improve Total Liabilities % Asset Quality Loan Loss Reserve returns, including divestment its statement of comprehensive income. As of December 31, 2016, the total assets Unit: Million Baht Unit: % %Gross NPL businesses that have insufficient of the Bank and its subsidiaries were 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Operating expenses decreased scale or lack competitive advantages. Baht 190,659 million, a decrease of 222,360 214,739 6.1% In December 2016, Standard Chartered Baht 629 million, or 17 per cent to Baht 16,679 million or 8 per cent from 185,138 5.6% 169,921 4.0% 5.4% Bank (Thai) PCL (“SCBT”) has agreed Baht 3,109 million mainly due to last year, mainly due to a decrease in 152,214 3.3% to transfer its Retail Banking business efficiency program and cessation of derivatives assets and loans as continued brand royalty fee. to TISCO Bank PCL (“TISCO Bank”) portfolio optimization. The bank has 122.2% 140.6% 123.5% 123.0% 127.1% and All-Ways Company Limited, wholly slowed down its credit growth as Loan impairment significantly improved own subsidiaries of TISCO Financial observed resulted from slower economic by Baht 1,093 million, or 103 per cent Group PCL (“TISCO”). Under the growth and the bank’s prudential to Baht 35 million write-back reflecting Capital Adequacy Ratio CET1 Cost / Income Ratio agreement, SCBT’s Retail Banking portfolio quality focus. Retail loans as business, including credit cards, the majority of provision for corporate Unit : % CAR Unit : % reported under Assets of disposal group 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 personal loans, business loans, wealth accounts made in 2015 and the classified as held for sales contracted 82% management, mortgage loans, consequence of active action taken 25.36% 26.31% corresponding to prudential credit 23.16% bancassurance and retail deposits to manage early alert accounts by 20.14% 61% policy in tightening underwriting criteria. 17.79% will be transferred to TISCO within Group Special Asset Management. 48% 46% 42% 2017, subject to regulatory approvals. 24.80% 25.80% 19.55% 22.61% SCBT nevertheless remains committed As at December 31, 2016, loan loss The Bank continued its proactive and 17.62% to Thailand. Its Corporate and provisions for the Bank was Baht 5,854 prudential risk management with a

12 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 13 FINANCIAL AND OPERATING REVIEW

running scalable, international oriented 2. Financial Institutions Client Segment (pre- and post-shipment) and Nature of business businesses. We support these clients (FI) - to cover Thai and international non-funded guarantee transactions. throughout their business’ life cycles financial institutions. Services and products offered include through various services including trade facilities, guarantees and bonds, business lending, cash management, For clients, our leadership position in letters of credit and trade bill collections. Overview business loans, working capital, especially in terms of product innovation, trade and foreign exchange. In Thailand is based largely on our ability In addition, supply-chain products international trade to foreign exchange, service excellence, global reach and Standard Chartered Bank (Thai) PCL addition, these successful business to provide tailored solutions to help provide across-the-board financing VPP, supply chain management and support. The Bank is regularly is one of the oldest banks in Thailand. owners are also offered our Priority our clients to better manage their solutions from suppliers to dealers, etc. Our expertise can also help clients recognised for its accomplishments Following the post Asian crisis, Standard Banking proposition so that we can funding, interest and currency risk, including receivable financing. to better solution to manage currency by international banking associations Chartered Group acquired a Thai local better serve their individual future and commodity price exposures. We fluctuated and commodity price hedging. and trade magazines. bank in 1999 and integrated with the financial needs. are also a product leader in foreign Securities Services (Custody): Our knowledge in local market along custody, interest-rate and currency foreign bank branch and renamed Consistent with other services that with our extensive international network derivatives, FXO, and commodity “Standard Chartered Bank (Thai)” in 2005. Standard Chartered Group provides are the main reason why a number of Segments Commercial Banking hedging. Working closely with Financial aspiring business entities bank with us, through its subsidiaries, the Securities Today, Standard Chartered (Thai) has Retail Banking Markets and Transaction Banking especially as they expand cross borders. Commercial Banking serves mid to Services business in Thailand is around 1,500 full-time employees in product partners, CIB provides clients Priority & International Client large local companies. We provide operated under the Master Custody 18 branches and offers a wide range with a full range of customized banking Segment comprehensive range of services to arrangement (where the Bank is of Corporate & Institutional Banking products, services and solutions Key strategic priorities in 2016 meet the needs of our clients. Our appointed as the local supplier of and Retail Banking services across We offer a unique open architecture including Transaction Banking, Lending were as follows: objective is to support and help them for fund selection providing clients products and Financial Markets. global custody services). Local Fund the country. From beginning of 2016, grow their franchise, especially as • To expand client network and deepen with access to over 100 mutual funds Services are provided to local asset Commercial Clients and Large they expand across borders. relationship with target clients in order Products offered to our clients management companies (the managers Corporate segments were integrated across all asset classes from ten asset to understand and cater to the diverse management companies in Thailand. include: of mutual and foreign investment and renamed “Commercial Banking.” Our target clients are entities with financial and banking needs of clients We also leverage our Global Wealth funds). This desire sits at the heart of our annual revenue more than USD 10 1. Transaction Banking and Lending Management capabilities to sharpen business in Thailand and is reflected • To empower our team with up-to-date million with international trade, working Products such as Cash the expertise of our local investment in our brand promise “Here for good”. training on sector knowledge, capital, business expansion & corporate Management, Trade Finance, Lending: specialists and to up-skill our Relationship regulatory requirements and product finance needs and/or entities looking Custodian Services and Lending We offer lending products of varying capabilities Managers (RMs) so that we can be to expand into / entering from markets 2. Financial Markets Products such as tenors. We also have the ability and Retail Banking our clients’ “Trusted advisors”. • To focus on differentiated products within the Standard Chartered Bank Foreign Exchange, Options, Interest expertise to arrange complex funding and offer best-fitted banking solutions network. transactions, e.g. structured-rate loan, With the continuing focus on Personal Client Segment Rate and Commodity Derivatives, organizational and business strategic to clients’ financial need services Fixed Income Instruments and Debt project-related financing whether transformations are implemented and e.g. cross-border solution and supply We serve the everyday banking needs Corporate and Institutional Origination. stand alone or with a syndicate of banks. seamlessly adopted, Priority client chain solution of our clients across different life In addition, we offer asset-backed Banking 3. Corporate Finance Products such segments are still the heart of our • To provide value-added service stages, from instalment loans and loans, where marketable machineries Corporate and Institutional Banking as Structured Trade Finance, Project refreshed strategy. Our main focus is to through partnering with various mortgage loans to wealth management are pledged as collateral. (CIB) works in partnership with our and Export Finance and Corporate expand Client Acquisition new customer industry, government and private and insurance. Retail Banking has also global network, Standard Chartered Advisory. base and continue to develop customer associations in arranging seminars enhanced its secured and unsecured Group, to build robust banking Financial Markets Products relationship. In 2016, Standard to equip clients with know-hows and lending offerings, strengthened our relationships globally. The local Products Chartered (Thai) has successfully networking opportunities. The credit card value propositions, as well The Bank offers a number of services expertise from Standard Chartered transform the strategy as planned eg. seminars tap on the Bank’s leading as leading propositions in the Deposit Transaction Banking & Lending and solutions related to risk Bank (Thai) and global support from Launching new simple products to team of international and local experts space. While we are aggressively Products management, yield enhancement, Standard Chartered Group is a meet the customers need. This was covering wide-ranging and growing Priority Clients and Wealth liquidity management, and debt compelling proposition and the Cash Management: resulted in better performance ground-breaking topics from Management businesses, we still origination. The Financial Markets reason why many clients choose Cash Management solutions help compared to last year. economic outlook, foreign exchange maintain focus to grow Personal Client Department comprises market Standard Chartered Bank (Thai) and clients to better manage their liquidity, direction to potential new business Segment and Retail Banking Products. experts with in-depth local knowledge the Group to manage their regional collection and payment processes. opportunities across the region Our goals are to serve clients’ needs and experience. With our comprehensive banking needs. Commercial Banking and helping clients in the personal Our cash management solutions are product suite, in-depth understanding segment to grow and prosper into designed to enhance working capital Commercial Banking serves Large of the local market, and support higher value segments. efficiencies through optimised AR, AP Local Corporate, Middle Market and Corporate and Institutional Banking CIB client relationship is structured from Standard Chartered Group’s into two client segments. and liquidity management processes. Medium Enterprises with annual While the Thai banking industry is international network spanning Business Client Segment revenue of more than THB 350 million across 70 markets, we are uniquely dynamic and competitive, Standard 1. International Corporates Client Trade Finance: per year (USD 10 million). We provide Chartered Bank (Thai) stands out as We are focused on expanding the Segment (IC) : to cover large, Thai positioned to help clients meet their comprehensive range of services to a respected player and leader for large higher quality business client corporations who have international Trade products comprise a full range needs. meet the needs of our clients from corporate and institutional clients – segment. These are clients that are subsidiaries and global network, and of import and export financing

14 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 15 FINANCIAL AND OPERATING REVIEW

Foreign Exchange: Commodity Derivatives: loans, asset-backed securities, loan-style FRNs, etc. • FX spot and FX forward instruments Since 2008, Standard Chartered Sustainability: Our social purpose in all major currencies (in particular Group has become the key service emerging markets in Asia, Africa provider for Commodity Derivative Corporate Finance Products products. We offer solutions from and the Middle East) With cooperation and support from the Sustainability : Here for good. We support our funding to tackle avoidable blindness basic forwards, to tailored solutions for • Arrangement of structured finance Standard Chartered Group, Corporate communities to address local social and visual impairment across the clients looking to hedge their commodity Our business strategy focuses on deals, FX swap, FX options, cross- Finance is focused on corporate and economic needs. We work globe. In Thailand, we worked with price risk, or raise commodity-linked banking the people and companies currency derivatives, and other advisory, project and export finance, closely with local partners and our the Princess Sirindhorn Eye Surgery finance. Our platform covers precious driving investment, trade and the as well as structured trade finance. employee volunteers to deliver Unit, under the Relief and Community off-balance sheet hedging metals, base metals, energy and creation of wealth across Asia, Africa programmes focused on health and Health Bureau of the Thai Red Cross instruments. agriculture. and the Middle East. Sustainability With a wide range of products, remains a priority to us and we are education. Society to provide eye treatment to on-the-ground market expertise and committed to promote economic and underprivileged people along the Interest rates, including Debt Capital Markets: high levels of support and service, social development in the markets Here are some of the key activities Thai-Cambodian border. The station transactions relating to: Standard Chartered Group’s global where we operate in the short, medium we contributed in 2016: of eye check up and operations is • A wide range of funding and Interest rates on term deposits, network is second to none. The and long term. based in Sa Kaeo province. In 2016, investment alternatives customised money market instruments, combination of these strengths has there were over 2,510 eyes operated to meet the specific needs of issuers Seeing is Believing investments in various government helped Standard Chartered Bank Our brand promise remain robust and around 6,910 patients along the and investors, in both primary and and corporate bonds, interest rate swap (Thai) build a stellar reputation as a being Here for people, Here for Seeing is Believing, our flagship two borders visited this medical camp. secondary markets. agreements, forward rate agreements, creator and provider of value-added progress, Here for the long run – community programme, provides interest-rate options and yield • Product expertise includes fixed and banking products and solutions to enhancement investment products. floating-rate debentures, syndicated our customers.

Seeing is Believing Seeing is Believing

Seeing is Believing Seeing is Believing

16 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 17 FINANCIAL AND OPERATING REVIEW

Financial Education for Youth Liverpool FC officially renamed our programme from practices. This is why we are committed “Living with HIV” to “Positive Living”. to building financial capability among Standard Chartered Bank has youth through Financial Education extended the sponsorship of Liverpool Positive Living fights the stigma for Youth (FE4Y). Football Club for three more years to against and fosters the inclusion of the end of 2018/2019 season. In August people living with or affected by HIV. In 2016, through our employee 2016, SCBT hosted “A Journey Through We believe education is the key to volunteering, SCBT provided financial Anfield” event. The activity was eliminating discrimination. In Thailand, education to 1,793 students, covering organized for our customers and LFC our HIV champions and volunteers schools in Bangkok, Samutprakarn fans to experience Anfield home continue to make a difference. and Ayudhya. There were 537 staff ground, Boot Rooms with LFC Throughout the year 2016, our HIV volunteered in FE4Y. legends via Virtual Reality equipment, champions and volunteers have allowing fans to get up close and trained 776 people. personal with the LFC’s heritage and Recognition pride. Around 5,000 people participated We continue to echo our efforts in Financial Education for Youth in the activity with appreciations. developing Thailand’s banking and Financial Education for Youth Financial education is a critical life skill financial sector, building up communities that builds financial knowledge, skills and providing for a sustainable future. Positive Living and attitudes which allow individuals In 2016, we received award, in 6th When we first began “Living with HIV” to make informed and effective consecutive years, on Corporate initiative 16 years ago, the most people financial decisions. Research has Social Responsibility Excellence with HIV could hope for was survival. identified a lack of financial Recognition Certificate (Gold category) In the next ten years, we saw a understanding is a key barrier to from the American Chamber of generation of people successfully financial inclusion especially among Commerce. On business side, SCBT living with HIV. Today, through further youth. Financial education is a key had been awarded International Retail technological developments alongside driver of financial capability and Bank of the year and Credit Card progress in anti-retroviral treatments, provides individuals with skills to take Initiative of the year by the Asian Financial Education for Youth Positive Living it is possible to live a long, full life with control of their finances and to protect Banking & Finance, a leading trade HIV positive. In September 2015, we themselves against predatory banking publication in Asia.

Positive Living Liverpool FC

Financial Education for Youth Liverpool FC

18 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 19 Corporate governance CORPORATE GOVERNANCE

Board of Directors

Prof. (Special) Somchai Richupan Ph.D. Mr. Bharat Padmanabhan Independent Director Chairman Member of the Audit Committee Member of the Nomination and Remuneration Committee

Appointed to the Board on 8 April 2016, and China; and Head of Financial Appointed to the Board on 1 August Member of the Commission on Mr. Bharat currently is Regional Head Institution in United Kingdom and 2005, Prof. Somchai served as Director Decentralization of State Power to of Global Banking, ASEAN & South India, prior to his current appointment. General, Fiscal Policy Office and Excise Local Authorities. He has also served Asia, and a Member of the CIB Department, Ministry of Finance from as a Member of National Reform Management Team of Standard Mr. Bharat received a Master of 1992-1999; a Member of the Board Steering Assembly; Spokesperson of Chartered Bank. Mr. Bharat has over Business Administration (Banking & of Directors of Bank of Thailand from Economic Committee of National 20 years of professional experience Finance) from University of Brimingham, 1995-1997; a Member of the Payment Reform Steering Assembly; and System Board of Bank of Thailand Chairman of Subcommittee on Money in the banking and finance industry. United Kingdom; a Master of from 2002-2006; Chairman of Public and Finance of National Reform He joined Standard Chartered Bank International Business from Ecole Sector Audit Committee, Ministry of Steering Assembly since October 2015. in 1997 and has held various senior Nationale Des Ponts Et Chaussees, Finance from 2009-2013; and Chairman roles within Corporate and Institutional Paris, France; and a Bachelor of of Economic Committee of National Prof. Somchai received a Master and Banking including Regional Head, Commerce from University of Reform Council from 2014-2015. He Ph.D. in Economics from the Corporate and Institutional Banking, Madras, India. is currently President of the Siam University of Florida, USA; and a ASEAN & South Asia; Global Head Development Institute; Chairman of Bachelor of Economics from of Sales & Client Management of Age: 50 the Board of Samitivej Hospital PCL; Thammasat University, Thailand Transaction Banking; Head of Structured Chairman of the Audit Committee of Trade Finance & Financing Solutions; Advanced Agro PCL; Law Councilor Age: 78 Head of Client Coverage in Indonesia of the Council of State; and a Board

Mr. Pakorn Malakul Na Ayudhya Ms. Thippaporn Gertphol Independent Non-Executive Deputy Chairman Independent Director Chairman of the Nomination and Remuneration Committee Chairman of the Audit Committee Member of the Audit Committee Member of the Nomination and Remuneration Committee

Appointed to the Board on 1 October Agreement Committee of the Appointed to the Board on 27 June 2003, University and completed an 2002, Mr. Pakorn had worked for the Comptroller General’s Department; Ms. Thippaporn has worked for International Management Program Bank of Thailand for over 30 years. an Expert on Corporate Governance Standard Chartered Bank for 33 years from Insead Euro-Asia Centre in He served as Deputy Governor of and Social Responsibility, Stock and had held several key positions France. She also received a Certificate Bank of Thailand during 2000-2002; Exchange of Thailand; and President including Country Manager and from the Director Certification Program Secretary of the Office of Securities of the Capital Market Academy and Exchange Commission during Association. Head of Global Markets, Thailand and (Class 14); a Certificate of Completion 1995-1999; and Chairman of Stock Mekong Area. She is currently of Advanced Audit Committee from Exchange of Thailand during Mr. Pakorn received a Bachelor of Advisor for Banpu PCL; Director and the Thai Institute of Directors; a 2007-2009. He is currently Chairman Economics from Queen’s University Treasurer of the National Defense Diploma from the National Defence of TSFC Securities PCL; Chairman of Belfast, Northern Ireland; and a College (Class 4313); and Advisor of College (Class 4313); and a Certificate of AIRA Capital PCL; Chairman of Diploma from the National Defence the Tax Accounting Committee, from Capital Market Academy (Class 5). AIRA Property Co., Ltd; Chairman of College in 1996. Federation of Accounting Professions. Interlink Telecom PCL; Vice Chairman Age: 68 of Institute of Research and Age: 74 Development for Public Enterprises; Ms. Thippaporn received a Bachelor a Member of Sub Performance of Accounting from Thammasat

22 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 23 CORPORATE GOVERNANCE

Mr. Plakorn Wanglee Director President and Chief Executive Officer

Appointed to the Board on current appointment. Prior to joining 1 September 2016, Mr. Plakorn is Standard Chartered Bank (Thai) PCL, currently President and Chief Executive he worked for the Royal Bank of Officer, Thailand and Representative Scotland, Thailand as a Country Offices; and Head of Global Banking, Executive. Thailand. He has over 23 years of professional experience in the Banking Mr. Plakorn received a Master of and Finance Industry. He joined Business Administration in Finance Standard Chartered Bank (Thai) PCL from University of San Francisco, in 2012 as Head of Origination and USA; and a Bachelor of Accounting Client Coverage & Co-Head of from Chulalongkorn University, Wholesale Bank, and later held the Thailand. senior positions of Head of Corporate & Institutional Clients; and Head of Age: 50 International Corporates, prior to his

Ms. Oranuch Nampoolsuksan Director Senior Executive Vice President, Finance

Appointed to the Board on 18 June 2010, Ms. Oranuch received a Master of Ms. Oranuch is currently Chief Accounting from Thammasat University, Financial Officer of Standard Chartered Thailand; and a Master of International Bank (Thai) PCL. She joined Economics and Finance from Standard Chartered Bank (Thai) PCL Chulalongkorn University, Thailand. in 2004 and previously held the She also received a Certificate from positions of Financial Controller and the Director Certification Program Head of Operational Risk Assurance (Class 135) and an IOD’s Diploma, and Audit. Ms. Oranuch has over which is accredited by the Australian 30 years of experience in finance, Institute of Directors. accounting, operations and compliance. Age: 54

Mr. Faisal Abu Shaar Director Senior Executive Vice President, Risk

Appointed to the Board on 8 December appointment. Prior to joining Standard 2016, Mr. Faisal is currently Chief Risk Chartered Bank, he worked for HSBC Officer and Senior Credit Officer, Bank Jordan as Chief Operating Officer. Thailand and Representative Offices. He has over 23 years of international Mr. Faisal received a Master of Political banking experience across markets Science/International Relations from in ASEAN and Middle East. Mr. Faisal University of Jordan; and a Bachelor joined Standard Chartered Bank in of Political Science/Economics & 2011 as Senior Credit Officer, Statistics from University of Jordan, Standard Chartered Bank Jordan, Jordan. and later was Senior Credit Officer, Standard Chartered Bank Age: 47 Singapore, prior to his current

24 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 25 CORPORATE GOVERNANCE

Senior Management - Short description

Mr. Plakorn Wanglee Ms. Parnkae Nandavisai President and Chief Executive Officer Senior Executive Vice President, Transaction Banking

Mr. Plakorn has over 23 years of Education: Master of Business Ms. Parnkae joined Standard Chartered Financial Institutions. Ms. Parnkae professional experience in the Banking Administration in Finance from Bank in 2016 as Head of Transaction initially joined Standard Chartered and Finance Industry. He joined University of San Francisco, USA Banking, Thailand. She possesses Bank, Thailand in 2001 in Financial Standard Chartered Bank (Thai) PCL and Bachelor of Accounting from almost 30 years of experiences in Institutions, Multinational Corporates in 2012 as Head of Origination and Chulalongkorn University, Thailand. Banking and Finance. During her career, and Transaction Banking consecutively. Client Coverage & Co-Head of she has extensive experiences with Wholesale Bank, and later held the Age: 50 local and international financial Education: Master of Business senior positions of Head of Corporate & institutions in New York, Malaysia, Administration in Finance from Institutional Clients and Head of Singapore and Thailand. She has Southern Illinois University, USA and International Corporates, prior to his strong background in transaction Bachelor of Business Administration current appointment. Prior to joining banking product development and from Chulalongkorn University. Standard Chartered Bank (Thai) PCL, he management skills in order to serve worked for the Royal Bank of Scotland, all client segments including Local Age: 52 Thailand as a Country Executive. Corporates, MNCs, SME and

Ms. Anchalee Bunsongsikul Mr. Ashish Sharma Senior Executive Vice President, Financial Markets Senior Executive Vice President, Commercial Banking

Ms. Anchalee joined Standard Administration from Chulalongkorn Mr. Ashish has over 19 years of has well rounded expertise in Chartered Bank in 2012 as Head, University, Thailand. experience in banking and finance. Commercial Clients segment and Corporates – Corporate & Institutional During his career, he has been involved knowledge of Credit, Products, Client Clients, Thailand. Her extensive Age: 46 in several leading financial institutions Coverage and General Management client knowledge and experience in in New York and Singapore including plus has strong Group Standard strategic and risk management have Goldman Sachs, McKinsey and Chartered Bank connectivity. been instrumental in contributing to Company, Sanford C. Bernstein and the Corporates businesses. Standard Chartered, Singapore. Education: Master of Business Mr. Ashish joined Standard Chartered Administration in Finance from New Education: Master of Science in Bank, Singapore in 2005 as Director, York University, USA and also a Finance from Saint Louis University, Finance & Strategy and was then Master of Engineering and Bachelor USA and Bachelor of Business appointed Director, Metals & Mining, of Science in Computer Science and Client Relationships. His former role Engineering from Massachusetts prior to joining Standard Chartered Institute of Technology (MIT), USA. Bank (Thai) PCL is Head, Segments Ms. Auraratana Jutimitta and Propositions, Group Commercial Age: 42 Senior Executive Vice President, Retail Banking Clients, based in Singapore. Mr. Ashish

Ms. Auraratana has been working with Business Strategy and Asset Ms. Chew Kim Ling Standard Chartered Bank for more Management in Thailand and Senior Executive Vice President, Chief Operating Officer than 10 years. Her career in the bank overseas (USA). started in 2004 and spanned widely Ms. Kim joined Standard Chartered in Standard Chartered Bank. across the retail business including Education: Master of Business Bank Singapore in 1988 and has product management of all products Administration in Finance from The also worked for Citibank Singapore Education: Bachelor of Business including wealth, credit, strategic University of North Carolina, USA. for 4 years. She has nearly 30 years Administration with Honours from customer segment management, experience in corporate & institutional The National University of Singapore. marketing analytics and marketing Age: 42 banking sales, as well as regional communications. Prior to joining governance offices. Prior to joining Age: 52 Standard Chartered Bank, she had Standard Chartered Bank Thailand extensive experience in Management in 2016, she held the position of Consulting, Financial Services, Head, ASEAN Regional CEO Office

26 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 27 CORPORATE GOVERNANCE

Mr. Faisal Abu Shaar Ms. Bubphawadee Owararinth Senior Executive Vice President, Risk Management Senior Executive Vice President, Human Resources

Mr. Faisal joined Standard Chartered Officer (SCO) at Standard Chartered Ms. Bubphawadee joined Standard Education: Master of Public Bank, Thailand in 2016. He possesses Bank, Jordan. His former role prior Chartered Bank in 2011. She previously Administration (Fiscal Management) more than 23 years of experience in to joining Standard Chartered Bank held the position of Managing Director with Honours and Academic the financial services industry with a was the Chief Operating Officer of a leading global consulting firm and Excellence Award from the National strong track record in risk, business (COO) for HSBC Bank, Jordan. Senior Regional Consultant based in Institute of Development Administration, and operations and a diversified Geneva, Switzerland and Singapore. Financial Management, Webster experience across markets in ASEAN Education: Master of Political She has over 24 years of experience University, Geneva, Switzerland and and Middle East spanning all segments Science / International Relations in HR and management consulting a Bachelor of Arts in Political Science across Corporate and Commercial from University of Jordan and for local and multinational corporations (Public Administration and Human Banking. In his previous roles, Bachelor of Political Science / and state-owned enterprises in a Resources Management) with Mr. Faisal was the Senior Credit Officer Economics and Statistics from various industries including banking Honours from Thammasat University. (SCO), Singapore, Australia and University of Jordan. and finance, insurance, consumer Philippines at Standard Chartered goods, pharmaceuticals, Age: 48 Bank, Singapore and Senior Credit Age: 47 telecommunications, and automotive.

Ms. Oranuch Nampoolsuksan Ms. Ladawan Yasothorn Senior Executive Vice President, Finance Senior Executive Vice President, Compliance

Ms. Oranuch joined Standard and Finance from Chulalongkorn Ms. Ladawan has been working with Education: Master of Business Chartered Bank in 2004. She had University. She also received a Standard Chartered Bank for 23 Administration from University of previously held the position of Certificate from the Director years started from 1993. She has Michigan, Ann Arbor, USA and a Financial Controller and Head of Certification Program (Class 135) over 30 years of experience in Bachelor degree in Computer Operational Risk Assurance and and an IOD’s Diploma, which is Compliance, Risk Management, Engineering from Syracuse University, Audit. Ms. Oranuch has more than accredited by the Australian Institute Relationship Management & Sales. New York, USA. She also received 30 years of experience in finance, of Directors. Her career spanned over CIB & CB Bachelor of Law from Faculty of accounting, operations and Compliance and key risk positions Law at Chulalongkorn University. compliance. Age: 54 such as Head of Market Risk, Head of Financial Crime Risk, Age: 54 Education: Master of Accounting Head of Markets and Institution Risk from Thammasat University and Management, and Regional Risk Master of International Economics Manager.

Mr. Christopher Melbourne Jenkins Ms. Sudarat Kongtreekaew Senior Executive Vice President, Information, Technology & Operations Senior Executive Vice President, Audit

Mr. Christopher joined Standard Representative Offices and ASEAN Ms. Sudarat joined Standard Education: Bachelor of Arts (Political Chartered Bank in 1991. He has over & South Asia (ASA) Cluster Markets Chartered Bank in 2013. She has Science) in International Relations 20 years of banking experiences in in November 2015. 30 years of experience with both from Chulalongkorn University and Trade, Credit, Cash and SME segments local and international banks, Designation in Application at the Group, Regional, and Country Education: Advanced Certificate in as well as consulting firms, where she Programming from University of levels. He has work experiences in Overseas Trade from Middlesex focused on Auditing, Risk Management California, Los Angeles, USA. London, Nigeria, India and Singapore University, London, England. and Technology and Operations. prior to becoming the CIO for Group She previously held the position of Age: 57 SME in 2011. He was appointed as Age: 47 Chief Risk Officer at a local bank Senior Executive Vice President - prior joining Standard Chartered Chief Information Officer Thailand, Bank.

28 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 29 CORPORATE GOVERNANCE

Organization Chart

Audit Committee Asset and Liability Committee

People Development Forum

BOARD OF DIRECTORS Nomination and Remuneration Committee Credit Issues Committee

CIB & CB Approval Committee

Executive Committee Retail Banking Approval Committee

External Property Valuation Committee

Risk Committee Thailand Benchmark Rates Review Committee

Model Assessment Committee Plakorn Wanglee President and Underwriting Committee Chief Executive Officer Country Operational Risk Committee

Data Governance Committee

Stress Testing Forum

Information, Technology Banking1 Financial Markets1 Transaction Banking1 Commercial Banking1 Retail Banking1 COO1 Risk Management1 Finance1 & Operations1 Human Resources1 Compliance1 Audit2 Plakorn Wanglee Anchalee Bunsongsikul Parnkae Nandavisai Ashish Sharma Auraratana Jutimitta Chew Kim Ling Faisal Abu Shaar Oranuch Nampoolsuksan Christopher Melbourne Jenkins Bubphawadee Owararinth Ladawan Yasothorn Sudarat Kongtreekaew SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP

Corporate & Institutional Retail Products Performance Retail and Retail Banking, International Corporates Financial Markets Sales International Corporates Local Corporates and Commercial Banking Compliance and Segments Management Wealth Operations Information Technology Credit Risk & Operations and Support Functions HR Financial Controls, Corporate & Institutional Asset & Liability Financial Crime Global Subsidiaries Commercial Banking Middle Markets Client Acquisition Credit Risk Control Regulatory Reporting Banking and Commercial Management Corporate & Institutional Compliance and Data & Infrastructure Banking Operations Banking, Cash Management Commercial Banking, Financial Institutions Financial Markets Trading Financial Institutions Medium Enterprises Client Relationship Markets Risk Finance, CIB & CB Services & Special Wealth Management Projects and Risk HR

Implementation & Client Experience, Group Special Capital Markets Finance, Retail Banking Systems Development PRB Delivery Client Management Process and Governance Assets Management

Local Product Financial Reporting Country Technology Client Care Centre Retail Banking Credit Talent Acquisition Management and Special Project Management

ITO Talent, Learning Operational Risk Tax Governance & Control and Culture

ITO Performance Property Management & Planning

Supply Chain

Remark : . 1 Country Management Team Indirect Reporting Line 2. Audit is not part of Country Management Team Update as of 31 December 2016

30 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 31 Structure of management

CORPORATE GOVERNANCE

6. Mr. Faisal Abu Shaar SEVP, Risk Management Structure of management 7. Mr. Christopher Melbourne Jenkins SEVP, Information, Technology and Operations 8. Ms. Oranuch Nampoolsuksan SEVP, Finance 9. Ms. Bubphawadee Owararinth SEVP, Human Resources 10. Ms. Chew Kim Ling SEVP, COO 1. The Board of Directors 11. Ms. Ladawan Yasothorn SEVP, Compliance The Board of Directors has responsibility for the overall strategy and management of the Bank and is primarily Secretary: accountable to the shareholders for the proper conduct of the business of the Bank, as well as the enhancement of Mr. Krerk Kritchanarat VP, Business Planning, CEO Office the Bank’s competitive competency and sustainable growth.

As of 31 December 2016, the members of the Board of Directors are: 3. Audit Committee 1. Mr. Bharat Padmanabhan Chairman The Audit Committee appointed by the Board of Directors, comprises three Independent Directors; one of whom 2. Mr. Pakorn Malakul Na Ayudhya Independent Non-Executive Deputy Chairman has a professional background in finance, accounting, and internal controls. The major responsibilities of the 3. Ms. Thippaporn Gertphol Independent Director Audit Committee are to review the sufficiency and credibility of financial reporting; to review the adequacy and 4. Prof. (Special) Somchai Richupan Ph.D. Independent Director effectiveness of internal control systems and internal audit functions; to review any required compliance matters 5. Mr. Plakorn Wanglee Director to ensure adherence to the rules and regulations of Financial Institutions Business Act and any other relevant 6. Ms. Oranuch Nampoolsuksan Director law and regulations; to consider and advise the appointment of the external auditors, decide on the appropriate 7. Mr. Faisal Abu Shaar Director level of audit fees and disclosure compliance on any aspect of connected transactions and conflicts of interest. Secretary: As of 31 December 2016, the members of the Audit Committee are: Ms. Chalida Chakreyarat Company Secretary 1. Ms. Thippaporn Gertphol Chairman 2. Mr. Pakorn Malakul Na Ayudhya Member As of 31 December 2016, the directors authorised to act on behalf of the Bank are: 3. Prof. (Special) Somchai Richupan Ph.D. Member 1. Mr. Plakorn Wanglee Director Joint Secretary: 2. Ms. Oranuch Nampoolsuksan Director 1. Ms. Sudarat Kongtreekaew Senior Executive Vice President, Audit 3. Mr. Faisal Abu Shaar Director 2. Ms. Chalida Chakreyarat Company Secretary Authorisation conditions: Two of the three directors jointly sign with the company seal affixed.

In 2016, there were 10 meetings of the Board of Directors. The meeting attendance record of each director in 2016 is 4. Nomination and Remuneration Committee presented below: The Nomination and Remuneration Committee comprises three Independent Directors appointed by the Board of Name Period Attendance/Number of Meetings Directors. The key responsibilities of the Committee involve the setting up policies, rules and procedures relating Mr. Bharat Padmanabhan 01 Jan 16 – 31 Dec 16 08/08 to (i) the nomination process for the selection of persons to serve as directors on the Board of Directors of Standard Mr. Pakorn Malakul Na Ayudhya 01 Jan 16 – 31 Dec 16 10/10 Chartered Bank (Thai) PCL., (ii) the nomination process for members in subcommittees whose responsibilities and Ms. Thippaporn Gertphol 01 Jan 16 – 31 Dec 16 10/10 authorities are directly granted by the Board of Directors, as well as (iii) the nomination process for senior executives Prof. (Special) Somchai Richupan Ph.D. 01 Jan 16 – 31 Dec 16 09/10 from the level of Executive Vice President and above, or any person of equivalent rank, whatever the name of the Mr. Plakorn Wanglee 01 Jan 16 – 31 Dec 16 03/03 position. The Committee selects and proposes names of qualified candidates for such positions to the Board Ms. Oranuch Nampoolsuksan 01 Jan 16 – 31 Dec 16 10/10 of Directors for consideration and approval. The Committee also promotes transparency and consistency in the Mr. Faisal Abu Shaar * 01 Jan 16 – 31 Dec 16 0/0 formulation and application of remuneration and benefits of the directors and senior executives from the level of Executive Vice President and above, or any person of equivalent rank, whatever the name of the position, to enable * His appointment as director is effective post the last Board Meeting of the year. the Board of Directors to make appropriate decisions on remuneration.

2. Executive Committees As of 31 December 2016, the members of the Nomination and Remuneration Committee are: The Executive Committee is responsible for the day-to-day management, operations, and control of the Bank in 1. Mr. Pakorn Malakul Na Ayudhya Chairman conformity with policies and strategies approved by the Board of directors. After the reorganization in November 2016, 2. Ms. Thippaporn Gertphol Member the Country Management Team (previously known as the Core Executive Committee) is chaired by the CEO and 3. Prof. (Special) Somchai Richupan Ph.D. Member comprises of senior executives from Retail Banking, Commercial Banking, Financial Markets, Transaction Banking, Secretary: Risk Management, Information Technology and Operations, Finance, Human Resources, COO and Compliance. Ms. Chalida Chakreyarat Company Secretary

As of 31 December 2016, the members of the Country Management Team included: 5. Risk Committee 1. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking as Chairman 2. Ms. Auraratana Jutimitta SEVP, Retail Banking The Risk Committee’s main responsibilities are to provide leadership on forward looking and anticipated risk issues 3. Mr. Ashish Sharma SEVP, Commercial Banking covering strategic risk, operational risk, credit risk, market risk, reputational risk, legal and regulatory risk, etc. 4. Ms. Anchalee Bunsongsikul SEVP, Financial Markets The Committee also supervises and directs the management of all risks within the Bank to be in accordance with 5. Ms. Parnkae Nandavisai SEVP, Transaction Banking standards of the Standard Chartered Group and policies as approved by SCBT’s Board of Directors.

32 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 33 CORPORATE GOVERNANCE

As of 31 December 2016, the members of the Risk Committee are: Secretary: 1. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking as Chairman Ms. Chanyaphak Visaijorn VP, Acting Head, Credit Policy & Portfolio Risk 2. Mr. Faisal Abu Shaar SEVP, Risk Management 3. Ms. Oranuch Nampoolsuksan SEVP, Finance 4. Mr. Ashish Sharma SEVP, Commercial Banking 8. Country Operational Risk Committee 5. Ms. Auraratana Jutimitta SEVP, Retail Banking The Country Operational Risk Committee’s main responsibilities are to oversee, assess, and monitor the Bank’s 6. Ms. Ladawan Yasothorn SEVP, Compliance operational risk exposures and to ensure full compliance with internal policies and relevant regulations. Secretary: Ms. Sodkanok Asavapivat SVP, CIB & CB Credit Risk As of 31 December 2016, the members of the Country Operational Risk Committee are: 1. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking as Chairman 2. Ms. Oranuch Nampoolsuksan SEVP, Finance 6. Corporate & Institutional Banking and Commercial Banking Approval Committee (CIB & CB AC) 3. Mr. Faisal Abu Shaar SEVP, Risk Management The CIB & CB AC supervises and directs the credit risk management of accounts under Corporate & Institutional 4. Ms. Chintana Kittiviboolmas EVP, Financial Institutions Banking and Commercial Banking, including regular and problem accounts. Its main responsibilities are to review 5. Mr. Ashish Sharma SEVP, Commercial Banking and approve credits and other matters as required by credit policies, as well as to review and monitor portfolio 6. Ms. Anchalee Bunsongsikul SEVP, Financial Markets performance. The Committee also ensures that an effective risk management process is in place and functioning 7. Ms. Parnkae Nandavisai SEVP, Transaction Banking and such process and procedure meets the standard laid down in the “Risk Policies and Procedure” and “Group 8. Mr. Sachin Bhambani EVP, Wealth Management Special Assets Management, Group Policy and Procedures Manual” of Standard Chartered Group as adopted by 9. Ms. Auraratana Jutimitta SEVP, Retail Banking SCBT Board of Director from time to time to the extent they are relevant to the business of SCBT and local 10. Mr. Kraitos Plianbangchang EVP, Legal regulatory requirement. 11. Ms. Ladawan Yasothorn SEVP, Compliance 12. Mr. Christopher Melbourne Jenkins SEVP, Information, Technology & Operations As of 31 December 2016, the members of the CIB & CB AC are: 13. Ms. Bubphawadee Owararinth SEVP, Human Resources 1. Mr. Faisal Abu Shaar SEVP, Risk Management as Chairman 14. Ms. Kim Ling Chew SEVP, Chief Operating Officer 2. Mr. Wasant Polcharoen SVP, CIB & CB Credit Risk 15. Mr. Pharkpoom Sukhambhiranond SVP, Operational Risk 3. Ms. Kamonkarn Kongkathong SVP, CIB & CB Credit Risk Secretary: 4. Mr. Preechaphol Tantiprasitthikul SVP, CIB & CB Credit Risk 5. Ms. Sodkanok Asavapivat SVP, CIB & CB Credit Risk Mr. Pharkpoom Sukhambhiranond SVP, Country Operational Risk 6. Mr. Surathai Rajatanavin SVP, Acting Head of GSAM (Group Special Asset Management) 7. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking 9. Credit Issues Committee 8. Mr. Ashish Sharma SEVP, Commercial Banking 9. Ms. Chintana Kittviboolmas EVP, Financial Institution The Credit Issues Committee’s three main responsibilities, covering Corporate & Institutional Banking (CIB), 10. Ms. Anchalee Bunsongsikul SEVP, Financial Markets Commercial Banking (CB), Retail Banking and Group Special Assets Management (GSAM), are as follows: First, Joint Secretary: review portfolio reports and out come from portfolio reviews to ensure credit issues / adverse trends in the portfolio Ms. Buntita Piamthipmanus Manager, Credit Risk Control are identified and addressed through appropriate actions. Second, maintain an effective oversight over the existing Ms. Paramee Khwansuwan Assistant Manager, Credit Risk Control early alert (EA) portfolio, including the movement in and out of EA, review the proposed actions and escalate as appropriate. Third, review and monitor remedial strategies and actions for credit accounts, which require special supervisions due to impairment of their credit quality. 7. Retail Banking Approval Committee (RB AC)

The RB AC supervises and directs the credit risk management of accounts under Retail Banking within Standard As of 31 December 2016, the members of the Credit Issues Committee are: Chartered Bank (Thai). Its main responsibilities are to approve credits and to ensure that Processes and Procedures 1. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking as Chairman in place for monitoring and control of risk meet the standards set down in the “Risk Policies and Procedure” and “Group Special Assets Management (GSAM), Group Policy and Procedures Manual” of Standard Chartered Group 2. Mr. Faisal Abu Shaar SEVP, Risk Management as adopted by SCBT Board of Directors from time to time to the extent they are relevant to the businesses of SCBT 3. Ms. Oranuch Nampoolsuksan SEVP, Finance and local regulatory requirement. 4. Mr. Ashish Sharma SEVP, Commercial Banking 5. Ms. Auraratana Jutimitta SEVP, Retail Banking As of 31 December 2016, the members of the RB AC are: 6. Ms. Chintana Kittviboolmas EVP, Financial Institution 1. Mr. Martin Searle EVP, Retail Banking Credit Risk as Chairman 7. Mr. Surathai Rajatanavin Acting Head of GSAM 2. Ms. Auraratana Jutimitta SEVP, Retail Banking Joint Secretary: 3. Mr. Theerawat Jiamwiriyasathian SVP, Risk Analytics Ms. Buntita Piamthipmanus Manager, Credit Risk Control 4. Ms. Phacharin Chomvinya SVP, Credit Initiation Ms. Paramee Khwansuwan Assistant Manager, Credit Risk Control 5. Ms. Pornpittaya Wechnuwat SVP, Credit Quality Assurance & Control Ms. Suthicha Sungnuch Assistant Manager, GSAM 6. Mr. Nutthasan Tantasuralerk SVP, Collection Ms. Chanyaphak Visaijorn Acting Head, Credit Policy & Portfolio Risk

34 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 35 CORPORATE GOVERNANCE

10. Model Assessment Committee The main responsibilities of the Model Assessment Committee are to assess models for their suitability and compliance with local regulatory requirements before recommending the models to the Risk Committee for approval, ensure that periodic model assessments are undertaken and to ensure that deliverables are completed and delivered.

As of 31 December 2016, the members of the Model Assessment Committee are: 1. Mr. Faisal Abu Shaar SEVP, Risk Management as Chairman 2. Mr. Martin Searle EVP, RB Credit Risk 3. Ms. Oranuch Nampoolsuksan SEVP, Finance 4. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking 5. Mr. Ashish Sharma SEVP, Commercial Banking 6. Ms. Chintana Kittviboolmas EVP, Financial Institution 7. Ms. Anchalee Bunsongsikul SEVP, Financial Markets 8. Ms. Auraratana Jutimitta SEVP, Retail Banking 9. Ms. Ladawan Yasothorn SEVP, Compliance Secretary: Mr. Theerawat Jiamwiriyasathian SVP, Portfolio Monitoring & Forecast

11. External Property Valuation Committee As of 31 December 2016, the members of the External Property Valuation Committee included: 1. Mr. Martin Searle EVP, Retail Banking Credit Risk as Chairman 2. Mr. Faisal Abu Shaar SEVP, Risk Management 3. Ms. Chanyaphak Visaijorn VP, Acting Head, Credit Policy & Portfolio Risk 4. Mr. Surathai Rajatanavin SVP, Acting Head of GSAM 5. Ms. Phacharin Chomvinya SVP, Head of Risk Retail Operation 6. Mr. Wasant Polcharoen SVP, CIB & CB Credit Risk 7. Ms. Kamonkarn Kongkathong SVP, CIB & CB Credit Risk 8. Mr. Preechaphol Tantiprasitthikul SVP, CIB & CB Credit Risk 9. Ms. Sodkanok Asavapivat SVP, CIB & CB Credit Risk 10. Mr. Pote Ratanaprug AVP, Credit Policy & Portfolio Risk Secured Lending Secretary: Mr. Pote Ratanaprug AVP, Credit Policy & Portfolio Risk Secured Lending

12. Stress Testing Forum The Stress Testing Forum develops stress scenarios, assesses impacts both qualitative and quantitative across risk types on stress test results, recommends mitigating actions, and establishes management triggers for Risk Committee and Asset and Liability Committee approvals.

As of 31 December 2016, the members of the Stress Testing Forum are: 1. Mr. Faisal Abu Shaar SEVP, Risk Management as Chairman 2. Ms. Oranuch Nampoolsuksan SEVP, Finance 3. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking 4. Mr. Martin Searle EVP, RB Credit Risk 5. Ms. Potchana Jirawanidchakorn SVP, Market and Liquidity Risk Secretary: Mr. Wasant Polcharoen SVP, CIB & CB Credit Risk

13. Thailand Benchmark Rates Review Committee The Benchmark Rates Review Committee is required by applicable regulations and guidelines such as “Code of Conduct for BIBOR submission” by Bank of Thailand to govern the benchmark rates setting, submission, monitoring and review policies.

36 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 37 CORPORATE GOVERNANCE

As of 31 December 2016, the members of Thailand Benchmark Rates Review Committee are: 1. Ms. Oranuch Nampoolsuksan SEVP, Finance as Chairman Internal controls 2. Ms. Anchalee Bunsongsikul SEVP, Financial Markets 3. Ms. Ladawan Yasothorn SEVP, Compliance 4. Ms. Potchana Jirawanidchakorn SVP, Market and Liquidity Risk The effectiveness of the Bank’s internal ensure that the established controls are any matter they considered pertinent Secretary: control system is reviewed regularly operating effectively and as intended. relating to the control environment Ms. Phoonisa Charoentong VP, Financial Markets by the Board, Executive Committee, This will also ensure compliance with and the financial statements with the Senior Management, and Country local rules and regulations, Group Audit Committee. Internal Audit. policies, and procedures including 14. Underwriting Committee (UWC) the operational risk management The performance of the Bank’s The Underwriting Committee’s main responsibilities are to approve underwriting applications for the Primary Book in The Audit Committee monitors the framework. business is reported regularly to senior accordance with the terms and conditions of the product programme for Fixed Income and to oversee the secondary integrity of the Bank’s financial line management and the Board. market corporate trading activities within Global Markets; to review, opine and make decisions on “stick” positions reporting, compliance, and internal The Audit Committee reviewed the Performance, trends, forecasts, and and to consider any other business within Corporate & Institutional Clients that the Chairman of the underwriting control environment. Country Internal effectiveness of the Bank’s internal actual performance against budgets committee deems appropriate, e.g. asset securitisation. Audit regularly updates the audit control system during the year ended and prior periods are closely monitored. results to the Audit Committee, the 31 December 2016, and reported to Financial Information is prepared using As of 31 December 2016, the members of the UWC are: Chairman, and the Country Chief the Board. appropriate accounting policies, which 1. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking Executive Officer. are applied consistently. Operational 2. Mr. Faisal Abu Shaar SEVP, Risk Management The Audit Committee has reviewed procedures and controls have been 3. Ms. Anchalee Bunsongsikul SEVP, Financial Markets The findings of all adverse audits are and approved the annual audit plan, established to facilitate complete, 4. Ms. Potchana Jirawanidchakorn SVP, Market and Liquidity Risk reported to the Audit Committee, monitored the status of the ongoing accurate, and timely processing of 5. Ms. Chintana Kittiviboolmas SEVP, Financial Institution Country Operational Risk Committee, audit work, and reviewed the key transactions and the safeguarding of 6. Mr. Ashish Sharma SEVP, Commercial Banking and the Country Chief Executive findings with the Country Head of assets. These controls include Officer where any necessary immediate Audit. In this respect, based on the appropriate segregation of duties, the Secretary: corrective actions are undertaken. work completed and reports from 2016, regular reconciliation of accounts, as Mr. Montri Upathambhakul SVP, Debt Capital Markets the Audit Committee is satisfied that well as the valuation of assets and Country Internal Audit performs an no matter requires separate disclosure positions. independent review of the areas under this heading. The Bank’s external 15. Country Data Governance Committee determined by risk assessment to auditors have also been invited to raise This committee ensures that an effective Country strategy and approach is in place and maintained in respect of data quality management frameworks, data quality management strategy, priorities, standards and metrics taking account of the information related requirements of internal and external stakeholders

As of 31 December 2016, the members of the Country Data Governance Committee are 1. Mr. Christopher Melbourne Jenkins SEVP, Information, Technology & Operations as Chairman 2. Mr. Faisal Abu Shaar SEVP, Risk Management 3. Ms. Oranuch Nampoolsuksan SEVP, Finance 4. Mr. Pharkpoom Sukhambhiranond, SVP, Operational Risk 5. Mr. Plakorn Wanglee President and Chief Executive Officer and SEVP, Global Banking 6. Mr. Ashish Sharma SEVP, Commercial Banking 7. Ms. Auraratana Jutimitta SEVP, Retail Banking 8. Ms. Anchalee Bunsongsikul SEVP, Financial Market 9. Ms. Chintana Kittiviboolmas SEVP , Financial Institutions 10. Mr. Ladawan Yasothorn SEVP, Compliance 11. Ms. Anchulee Laopongsorn SVP, Risk and Control, Information, Technology & Operations 12. Ms. Aree Polerdsawat SVP, Financial Controls and Reporting Secretary: Mr. Taweesak Hirunyaprathip SVP, Information, Technology & Operations

38 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 39 CORPORATE GOVERNANCE

and to prepare the Annual Audit well as remuneration and benefits Details on their roles and duties appear Corporate governance Committee Report. In addition, the provided to the Board of Directors in the “Structure of Management” Audit Committee also duly performs and senior executives from the level section in this annual report. all prescribed tasks required by Bank of Executive Vice President and above of Thailand, the Securities and Exchange or any person with equivalent rank, Corporate governance consideration and approval of related guidelines recommended by Bank of Commission, and the relevant laws whatever the name of the position, Role and responsibilities of the party transactions in compliance with Thailand and the Securities and The Bank realizes that good corporate and regulations. and clean and transparent criteria Board of Directors all applicable regulations set out by Exchange Commission. The guidelines governance is fundamental to its for consideration and approval by The Board of Directors has a duty to Bank of Thailand and the Securities propose that at least one third of the operational success as it enhances The Audit Committee meets at least the Board of Directors. In addition, formulate policies and the strategic and Exchange Commission. The main Board members are Independent organizational efficiency and maximizes four times a year. The presence of the Nomination and Remuneration direction of the Bank, as well as to aim is to ensure that its related party Directors, and that the total number of effectiveness for all concerned parties two members forms a quorum for a Committee duly performs all ensure that the management team has transactions with connected entities, Independent Directors on the Board meeting. If deemed suitable and including shareholders, stakeholders, prescribed tasks required by Bank properly and effectively implemented including subsidiaries, affiliates, relevant should be no less than three. Each appropriate, the Committee members local banking communities, as well of Thailand. the Bank’s policies, not only in companies and potential conflicting Independent Director possesses can request a joint meeting with the as society as a whole. accordance with their formulated parties are in line with reasonable qualifications as required by Bank of presence of external auditors and guidelines, but also in compliance with criteria and procedure to ensure that Thailand and the Securities and key personnel of the Bank’s various Risk Committee Translating these principles into prevailing legal frameworks and fair prices and conditions are applied. Exchange Commission. In addition, functions, such as Finance, and/or The Risk Committee comprises at acceptable business ethics. The Board practice, the Bank is committed to Not only do these measures result in in compliance with Bank of Thailand’s Compliance. least five members who are appointed of Directors also considers issues undertake its professional activities optimum benefit to the Bank and its good governance practices, each by the Board of Directors. related to possible conflicts of interest, with prudence, fairness, honesty, and shareholders, but they will also prevent Board member currently provides as well as oversees operational controls, integrity. Moreover, the Bank has any conflict of interest. Nomination and Remuneration his/her chairman, executive director, financial reporting and general risk established a long-term strategic plan Committee The Committee’s main responsibilities or director with signatory power, single management policy. towards sustainable growth and has The Bank has published and distributed are to provide leadership on forward or several, in other companies of not The Nomination and Remuneration pursued its vision of professional to its employees the “Group Code of vision and to anticipate risk issues more than three business groups, so Committee comprises three The Bank realizes the principles of practice that strengthens the covering strategic risk, operational Conduct” adopted from the Standard that he/she can efficiently perform Independent Directors nominated good corporate governance and sets organization’s competitive edge while risk, credit risk, market risk, reputational Chartered Group and approved by his/her responsibility as the Board and appointed by the Board of best practices for the way in which adhering to accepted business codes risk, legal and regulatory risk, etc. the Bank’s Board of Directors and/or member and avoid any occurrence Directors. companies are run and managed; of conduct and professional ethics. Executive Committee as the business of possible conflicts of interest. The the structure and role of the Board of Its ultimate objectives are to maximize The Committee also supervises and Code of Conduct for all staff. The roles of the Chairman and the Chief This Committee’s scope of responsibility Directors; relations with stakeholders shareholders’ economic value and directs the management of all risks Code governs a high standard of Executive Officer are separated and and major duties involves the setting and the framework of internal control. to drive the organization towards integrity, based on lawful practices are not the same person. The Chief up of policy, rules and procedures within the Bank to be in accordance Therefore the Bank has always aspired international banking practices and recommended business ethics. Executive Officer, who also serves as relating to the nomination and selection with standards of Standard Chartered to make governance responsibility a underpinned by high operational The Code outlines interpersonal the Board member, is in charge of the of persons to serve as the Board Group and policies approved by SCBT’s high priority, demonstrating this by its standards and quality services. dealings among bank staff and with day-to-day management of the Bank. members of Standard Chartered Bank Board of Directors. application of the principles of corporate outsiders. This code of conduct (Thai) PCL, members of subcommittee governance policy and the charters In this regard, the Bank emphasizes covers, among other topics, inside whose duties, responsibilities and Other special committees and guiding principles set by other having structures and procedures of dealing, bribery and corruption, Subcommittees authorities are directly given by the special committees, as the framework good relationships among the Board managing of conflict of interests as The Bank has formed other special Audit Committee Board of directors, as well as senior for governance within the Bank. of Directors, its management, and its well as speaking up. executives from the level of Executive committees to assist the Board of Segregation of duties between the shareholders in order to create The Audit Committee comprised Vice President and above or any Directors in its supervisory and Board of Directors and the management confidence and enhance the trust of its three Independent Directors. The person with equivalent rank, whatever monitoring tasks, such as the Executive team is implemented to demonstrate Board structure shareholders, investors, stakeholders, Chairman posses strong knowledge the name of the position. The Committee Committee, the Asset & Liability the Bank’s accountability towards its and all concerned parties. It also places As of 31 December 2016, the Board and experience in reviewing financial selects and proposes names of Committee, the People Development shareholders. The Board members the utmost emphasis upon the roles of Directors comprises seven Board statements. The Bank’s Company qualified candidates for such positions Committee, the Country Operational enjoy complete freedom in expressing and responsibilities of the Board of members: three are Executive Directors, Secretary and Head of Audit jointly to the Board of Directors for Risk Committee, the Credit Issue their views and making their decisions Directors and other governance three are Independent Directors and work as the Secretaries to the Audit consideration and approval. The Committee, the Model Assessment regarding operational policies that will committees and compliance with the one is Non-Executive Director who Committee. Committee provides strategic advice Committee, the Corporate & yield maximum benefits to the Bank good governance practices proposed is overseas resident residing in and assistance to the Bank’s Institutional Banking and Commercial and its shareholders. The Board of by Bank of Thailand, the Securities and Singapore. The major responsibilities of the Audit management in order to proactively Banking Approval Committee, the Directors also takes an active role in Exchange Commission, and the Committee are to review the credibility promote efficiency and equilibrium in Retail Banking Approval Committee, regularly monitoring the management’s Standard Chartered Group to ensure the Regarding the balance of power and sufficient disclosure of the Bank’s the Bank’s managerial structure and the Thailand Benchmark Rates Review performance and achievements. interests of all stakeholders are protected. among Board members, at present financial statements, to assess human resources scheme. Committee, the External Property there are three appointed Independent efficiency and suitability of internal Valuation Committee, the Underwriting It is the policy of the Standard Chartered The Bank has formulated policies, Directors, the number of which is in audit and control systems, to ensure The Committee also recommends Committee, the Stress Testing Forum, Group that every aspect of its business regulations, and procedures for line with the corporate governance continued regulatory compliance, remuneration and benefits policy as and the Data Governance Committee. and operations be conducted within

40 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 41 CORPORATE GOVERNANCE

a comprehensive system of delegated Board meetings and provides their recommendations in the department violate the juristic person register, the memorandum 2008. Prior to joining the Bank, she authority. Directors and employees to the Bank to ensure that levels of and articles of associations, as well held many front roles with various The Board of Directors is scheduled policy by sending the confidential are duly empowered to carry out the such remuneration are appropriate. as to communicate to general financial institutions including to meet regularly at least nine times information to unauthorized responsibilities given to them. shareholders. Deutsche Bank, Bank of Tokyo and a year. It is compulsory for each Board recipients outside the Bank or Four directors who are employees of Cathay Trust. member, either resident or non-resident, sending information in a way that The Bank is committed to managing Standard Chartered Group do not Educational background, work to attend these meetings. In case of is against the regulation of the Bank. risk and to controlling its business accept any remuneration for their experience and records on attending Ms. Chalida received a Bachelor an emergency or the inability to and financial activities in a manner directorship. relevant training programs are as of Banking and Finance from personally attend such meetings due that enables it to maximize profitable Company Secretary follows: Chulalongkorn University; a Master to any unavoidable circumstance, business opportunities, avoid or Additional details on the Bank’s of Business Administration from teleconferences are then provided. The Board of Directors appointed reduce risks that can cause loss remuneration policy for directors Ms. Chalida joined Standard Oklahoma City University, USA. The Bank usually notifies the Board Ms. Chalida Chakreyarat as company or reputational damage, ensure are included in the “Structure of Chartered Bank (Thai) PCL in 2000 Also she completed the Company members in advance about yearly secretary with the responsibilities to compliance with applicable law and Management” section shown in this and held many positions in areas of Secretary Program, Effective Minute pre-scheduled Board meeting dates. support the Board on statutory and regulations, and enhance resilience annual report. Group Special Asset Management Taking, Company Reporting Program For each meeting, the agenda is good corporate governance matters to external events. To achieve this, as set forth by law, to serve as the and Human Resources. She was and Board Reporting Program, of clearly set and generally presented the Bank sets up an internal control center for corporate records such as appointed as Company Secretary in the Thai Institute of Directors. to the directors in advance through Board and Management training and audit process to oversee meeting notifications, attached with management activities, authorization The Board of Directors also encourages supplementary information for review limits, and risk assessment such as its members to attend key courses, and consideration. Such arrangements in banking transactions, operational arranged by the Thai Institute of are undertaken to ensure timely functions, credit quality and financial Directors, for fiduciary knowledge receipt of information by all directors reporting, etc. This process is and skill development. The Bank prior to any meeting date, so that they reviewed regularly by the Board provides educational sessions on can efficiently perform their tasks in of Directors, which is responsible some banking products to the monitoring the Bank’s business for ensuring that high standards of Board of Directors. The Bank also strategies, operating results and responsible business are maintained arranges regular training courses for regulatory compliance. Top-level and that an effective control framework its executives and constantly reviews executives of the Bank are always is in place. succession plans for its key positions. invited to attend the Board meetings and to submit to the Board of Directors In addition, job descriptions and their relevant reporting. In the meetings, organograms have been developed Management of Inside and the Board of Directors also has to illustrate particular responsibilities Confidential Information opportunities to post questions, and reporting lines. present their views, and provide • The Bank set up code of conduct suggestions to the executives, as well for staff covering the use of inside The principles for establishing as thoroughly debate any issue at the information and personal account delegated authority are clearly Board meeting before conclusion. dealing policy, to eliminate risk on stated in the Bank’s Delegated The minutes of each Board meeting securities trading Authority Manual while the are documented by the Company delegated authority of any individual • The Bank required directors and Secretary and subsequently submitted employee is confirmed in writing so persons with management authority to the Board of Directors during their far as reasonably practicable and (as defined in the Financial Institution next meeting for verification and is subject to periodic review. In Business Act, A.D. 2008) to disclose approval. All approved minutes are brief, the Bank has a well-designed and report the information on their kept for future reference. internal control and audit system shareholdings. with monitoring elements to ensure • The Bank strictly limited the use of that its operations consistently Remuneration hard disk drive and thumb drive of comply with applicable rules, the staff to prevent the leakage of regulations, laws, and ethical The remuneration of the Board the Bank and the customers’ data. codes. The Bank also encourages members is fixed by the resolution of the practice of good governance the Shareholders’ Meeting provided • The Bank set up the Data Leakage among its Board management, and by a majority of votes of no less than Prevention Policy and started using staff by regularly updating them two-thirds of the total votes cast. the online system i.e. the Enterprise with prevailing compliance The Nomination and Remuneration Investigations Management knowledge as well as promoting Committee regularly monitors System (EIM) which will help professionalism. remuneration of the Board of Directors, managers in case that their staffs

42 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 43 CORPORATE GOVERNANCE

3. Liquidity Risk deposits at a substantially faster rate optimal pricing when performing than expected, or that asset repayments interest rate risk management activities. Risk Liquidity risk is the risk that the Bank are not received on the expected does not have sufficient financial maturity date. To mitigate these resources available to meet all its 4. Market Risk uncertainties, the Bank maintains a 1. Strategic Risk implemented are governed by risk Effective management of risk is seen obligations as they fall due without diverse and largely customer-driven The Bank recognises market risk as the appetite and DEFCON principles. as a core competency within Retail incurring excessive cost. Strategic risk is the risk linked to funding base, while the Bank’s customer potential for loss of earnings or economic Credit authority is delegated by the Risk Banking. One of the key elements of undertaking business activities and loans are mostly of short tenor. In value due to adverse changes in Committee to Senior Credit Officer for the risk management philosophy is for It is the Bank’s policy to maintain providing services in the banking sector addition, the Bank has contingency financial market rates or prices. The CIB and CB credit risk; and to Country the risk functions to operate as an adequate liquidity at all times, and that is aligned to the strategic direction Bank’s exposure to market risk arises Credit Head for RB credit risk. Both independent control working in hence to be in a position to meet funding plans including a portfolio of of the bank. It directly correlates with principally from client-driven transactions. Credit Heads are empowered to further partnership with the business units to obligations as they fall due. The Bank liquid assets that can be realised if a economic cycles and global/ regional/ The objective of the Bank’s market delegate credit authority to other provide a competitive advantage to manages liquidity risk both on a liquidity stress occurs, as well as ready national political stability. risk policies and processes is to obtain approvers to enable them to perform the Bank. short-term and structural basis. In the access to wholesale funds under normal the best balance of risk and return the daily approval tasks in accordance short term, the Bank’s focus is on market conditions. Fully aware of these factors and their while meeting customers’ requirements. with the Risk Processes and Procedures related risks, the Bank always The Bank’s retail loan portfolios are ensuring that the cash flow demands adopted. well diversified in terms of both clients can be met where required. In the Customer assets are, as far as possible, undertakes operations with prudence The primary categories of market risk and products. medium to long term, the focus is on funded in the same currency. Where and is alert to any proactive and for the Bank are: There are 3 credit committees that are mismatches arise, they are controlled responsive reaction that may be ensuring that the balance sheet remains relevant to credit risk management, by limits on the amount of foreign (a) Interest rate risk: arising from changes required. Regular reviews of the structurally sound and aligned to our including the CIB & CB Approval Corporate and Institutional currency that can be swapped to in yield curves, credit spreads and performance of businesses are done funding strategy. Committee (“CIB & CB AC”), the RB Banking and Commercial local currency and vice versa. Such implied volatilities on interest rate to assess business risks and assure Approval Committee (“RB AC”), and options Banking Credit Risk (“CIB & CB The Asset & Liability Committee (ALCO) limits control the risk that obligations appropriate management reactions. the Credit Issue Committee (“CIC”). Credit Risk”) is the responsible governing body to could not be met in the required currency (b) Currency exchange rate risk: arising The reviews include corporate financial These committees comprise senior ensure that the balance sheet of the in the event that access to foreign from changes in exchange rates performance measures, capital usage, management from the Risk and CIB & CB Credit Risk includes the Bank is managed effectively in exchange markets becomes restricted. and implied volatilities on foreign resource utilisation, human resources Business functions, including the Chief Bank’s commercial lending to corporate compliance with the policies and In sizing the limits the Bank considers exchange options and risk statistics to provide a broad Executive Officer. Responsibilities of and institutional clients such as practice of the Standard Chartered a range of factors including the size (c) Commodity price risk: arising from understanding of the current business these credit committees can be refer organisations, banks and government Group as well as any other applicable and depth of foreign exchange markets changes in commodity prices and situation. in more details in Section 7. Credit entities, as well as payment risk of regulatory requirements. and the regulatory environment. commodity option implied volatilities; risk management can be subdivided its counterparties for due financial covering energy, precious metals, into Retail Clients Credit Risk and contracts. 2. Credit Risk A substantial portion of the Bank’s Corporate and Institutional Clients Asset and Liability Management (ALM) base metals and agricultural. For assets is funded by customer deposit Credit risk involves the risk of potential Credit Risk. Credit officers are mainly responsible is responsible for the day-to-day this category of market risk, the made up of current, saving accounts loss resulting from any failure of the for the credit risk management of their management of all the liquidity risk Bank is fully hedged through a and other deposits. These customer Bank’s borrowers or counterparties portfolios in accordance with the arising in the Bank, executing liquidity back-to-back position deposits, which are widely diversified in honouring their financial or Retail Banking Credit Risk (“RB Bank’s guidelines and risk management directives and operating within the contractual obligations to the Bank Credit Risk”) practices, which cover items such as liquidity policy and approved limits. by type and maturity, represent a The Bank has established standards, Liquidity profiles are reviewed by stable source of funds. The ALCO principles, policies, and techniques and/or of their inability to settle Retail Banking Credit Risk relates to authorisation criteria, limit levels, credit ALCO on a regular basis. monitors trends in the balance sheet for managing market risk. The Board of obligations in accordance with the lending activities in Retail Banking, control and collateral management. and ensure that any issues that might Directors approve the Bank’s market agreed terms. both secured and unsecured, as well Group Treasury (GT) proposes and impact the stability of these deposits as Business Clients. To ensure that Appropriate allocation and sound risk limits taking account of market In this respect, relevant credit exposures its risk management strategies are diversification of lending portfolios oversees the implementation of policies are addressed effectively. The ALCO volatility, the range of products and could include the Bank’s borrowers effective, the Bank has adopted a among suitable industries are also and other controls relating to liquidity also reviews the balance sheet plans asset classes, business volumes and from the Corporate & Institutional sound business-specific credit control key objectives of the Bank. risks. to ensure that projected asset growth transaction sizes. Market Risk function, Banking (“CIB”), Commercial Banking policy and stringent risk acceptance Additional CIB & CB credit risk is matched by growth in the stable which is independent from the business, (“CB”), and Retail Banking (“RB”) criteria, tailored to the specific lending measures include: a uniform risk The Bank seeks to manage our liquidity funding base. measures and monitors exposures segments, as well as connected products. rating procedure; regular credit risk prudently for all currencies. Exceptional against the approved limits to ensure individuals and business groups of the monitoring by an independent Credit market events could impact us adversely, The Bank also has access to wholesale the Bank’s market risk exposures Bank’s trading parties and portfolios. Sophisticated risk acceptance and Risk Control (CRC) unit; thereby potentially affecting our ability funding markets including commercial are within acceptable levels. monitoring procedures are in place standardised loan documentation; to fulfil our obligations as they fall due. paper issuance to ensure that it has The overarching and forward-looking and kept under constant review as early identification of problem The principal uncertainties for liquidity flexibility around maturity transformation, The Bank measures the risk of losses credit risk management tools appropriate. accounts and remedy thereof. risk are the customers withdraw their market intelligence and can obtain arising from future potential adverse

44 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 45 CORPORATE GOVERNANCE

movements in market rates, prices Sensitivity measures are used in challenged and reviewed regularly to and staff of the Bank to promote 2. Reputational Risk The Bank’s measures regarding this and volatilities using a VaR (Value at addition to VaR as a risk management ensure their ongoing effectiveness. regulatory compliance awareness. The Reputation can be defined as a risk include curbing the threat against Risk) methodology. VaR, in general, tools. For example, interest rate sensitivity monitoring requirement on operational collection of perceptions and opinions, any reputational damage, whilst is a quantitative measure of market is measured in terms of exposure to Identified operational risk exposures risk enhances on going risk assessment past and present, about an organisation leveraging opportunities to protect risk that applies recent historical market a one basis point increase in yields. are rated ‘low’, ‘medium’, ‘high’ or and helps ascertain proper compliance that resides in the consciousness of its and enhance its reputation. It is also conditions to estimate the potential ‘very high’ in accordance with defined environment. The compliance risk stakeholders and the public. Reputational committed to following the guidelines future loss in market value that will The Bank complements the VaR risk assessment criteria. Risks that are review plan is also set forth including risk is the potential that negative of good corporate governance and not be exceeded in a set time period measurement by monthly stress testing outside set materiality thresholds the review of business areas, according publicity regarding an institution’s pursuing business values such as at a set statistical confidence level. of market risk exposures to highlight receive a differential level of to the risk theme. These can mitigate business practices, whether true or not, integrity, accountability and the potential risk that may arise from management attention and are business, legal and reputation risks and will cause a decline in the client base, transparency while monitoring and VaR is calculated for expected extreme market events that are rare reported to senior management and any important losses arising from non- costly litigation or revenue reduction. prohibiting any attempt to use its movements over a minimum of one but plausible. Country Operational Risk Committee. compliance and also build credibility In addition, it relates to events or network and name as a vehicle in business day and to a confidence Significant external events or internal among all stakeholders including clients, circumstances that could adversely money laundering, terrorism or other level of 97.5 percent. This confidence failures that have occurred are analysed employees, shareholders and regulators. impact an institution’s reputation. illegal activities. level suggests that potential daily 5. Operational Risk to identify the root cause of any failure losses, in excess of the VaR measures, Operational risk is the potential for loss for remediation and future mitigation. are likely to be experienced six times from inadequate or failed internal Actual operational losses are per year. processes, people, and systems or systematically recorded. from the impact of external events, The Bank applies two VaR including legal risks. Operational risk The Country Operational Risk Committee, methodologies: exposures are managed through a chaired by the Chief Executive Officer, oversees the management of • Historical simulation: involves the consistent set of management operational risks across the Bank. revaluation of all existing positions processes that drive risk identification, The Country Operational Risk Committee to reflect the effect of historically assessment, control and monitoring. operate on the basis of delegated observed changes in market risk We seek to control operational risks authorities and terms of reference, factors on the valuation of the current to ensure that operational losses do derived from the Board of Directors. portfolio. This approach is applied not cause material damage to the for general market risk factors the Bank’s franchise. majority of specific (credit spread) Other Related Risks Operational risk can arise from all risk VaR. Other related risks are risks such as business lines and from all activities • Monte Carlo simulation: this regulatory and reputational risks, carried out by the Bank. We seek to methodology is similar to historical which are the normal consequences systematically identify and manage simulation but with considerably of any business undertaking. operational risk by segmenting all more input risk factor observations. the Bank’s activities into end to end These are generated by random processes. Each of the processes 1. Regulatory Risk sampling techniques, but the results has an owner who is responsible for Regulatory risk refers to the risk of retain the essential variability and identifying and managing all the failure to comply with laws, regulations, correlations of historically observed risks that arise from those processes rules, standards, and Code of Conduct risk factor changes. This approach is as an integral part of their first line applicable to its financial activities, now applied for some of the specific responsibilities. Products and services material financial loss, or loss to (credit spread) risk VaR in relation offered to clients and customers in reputation or regulatory intervention to idiosyncratic exposures in credit all our markets are also assessed a financial institution may suffer as a markets. and authorised in accordance with result of its failure to such compliance. product governance procedures. In both methods an historical observation The Bank has a Compliance Function period of one year is chosen and applied. Although operational risk exposures to ensure an effective compliance can take many varied forms, we seek with local and international regulations. VaR is calculated as our exposure as to manage them in accordance with The Bank has appropriate Compliance at the close of business. Intra-day risk standards that drive systematic risk Policy and Procedures, together with levels may vary from those reported identification, assessment, control Code of Conduct established as at the end of the day. and monitoring. These standards are fundamental guidance for executives

46 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 47 CORPORATE GOVERNANCE

Selection of directors and Nomination and Remuneration senior executives Committee Report

Selection of directors Remuneration the position may be named, the Nomination and Remuneration Committee takes into consideration the The Nomination and Remuneration Committee reviewed Monetary payment specific qualifications, knowledge, abilities, skills, nomination and selection policies, rules and procedures The remuneration of the directors and senior executives experience and expertise of each individual as well as that were approved by the resolution of the Board of Directors’ from the level of Executive Vice President and above or their leadership, vision and attitude toward the Meeting No. 9/2559 on 16 November 2016. The policy organization, with the view that such qualities would any person with equivalent rank, whatever the name of Mr. Pakorn Malakul Na Ayudhya involves procedures of open and equal opportunity for be beneficial to the Bank’s operations. In selecting the position are as follows: The three Independent Directors Chairman of the Nomination and nominations of qualified candidates on the grounds of members of the Board of Directors, the Nomination and received remuneration totaling Baht 7.57 million in 2016. Remuneration Committee suitable and appropriate educational backgrounds and Remuneration Committee also takes the appropriate Name Remuneration (Baht) work experience. The Committee members will make their size, structure, composition of the Board of Directors, 1. Mr. Pakorn Malakul Na Ayudhya 3,200,000.00 best efforts in selecting suitable candidates and submit as well as individual suitability into consideration. This 2. Ms. Thippaporn Gertphol 2,650,000.00 proposed nominations to the Board of Directors for their is to support good corporate governance, effective and 3. Prof. (Special) Somchai Richupan Ph.D. 1,720,161.33 review and approval. Other than general qualifications, the To the Shareholders efficient management, so as to comply with regulatory Total 7,570,161.33 requirements as well as to be able to cope with the main selection criteria also involve compliance of candidates’ The Nomination and Remuneration Committee comprises fast changing banking and business environment. qualifications with applicable commercial banking laws However, the following four Executive Directors and three independent directors to ensure independence of such as the Public Limited Companies Act, the Financial Non-Executive Directors did not receive remuneration the subcommittee. The Committee members as on 31 • Determined the remuneration and benefit provided Institutions Business Act, etc. from the Bank in 2016, as prescribed by Standard December 2016 are listed as below: for members of the Board of Directors and senior Chartered Group policy: 1) Mr. Pakorn Malakul Na Ayudhya Chairman executives from the level of Executive Vice President In every Annual General Meeting of Shareholders, one – third 1. Mr. Bharat Padmanabhan Chairman 2) Ms. Thippaporn Gertphol Member and above or any person with equivalent rank, whatever of the directors will retire by rotation. The Bank arranged 2. Mr. Plakorn Wanglee Director 3) Prof. (Special) Somchai Richupan Ph.D. Member the position may be named, the Nomination and for shareholders to elect each director to replace the 3. Ms. Oranuch Nampoolsuksan Director Remuneration Committee takes into consideration that outgoing directors one by one. In voting for election of The Nomination and Remuneration Committee held eight such remuneration and benefit commensurate with the 4. Mr. Faisal Abu Shaar Director meetings in 2016. directors, each shareholder shall have votes equal to the duties and responsibilities assigned, the individual’s During 2016, the amount of remuneration paid to 12 senior number of shares held by him/her multiplied by the number The Nomination and Remuneration Committee has performed performance, the market rate of the Thai banking executives (total of 14 senior executives during 2016) from of directors to be elected. Each shareholder may cast all its duties as assigned by the Board of Directors. It has Industry, the Bank’s overall performance, the business the level of Senior Executive Vice President totaled Baht of his/her votes to elect a person or persons as directors. the responsibility of selecting and proposing names of environment, and factors which may affect the Bank’s In the case of election of persons as directors, he/she may 143.14 million. The amount of remuneration paid to 19 senior qualified candidates for directorship in the Board of operations or the economy as a whole. executives (total of 26 senior executives during 2016) from split as many votes to any persons. The persons obtaining Directors; members of subcommittees whose authorities, • Provided recommendations to the management the level of Executive Vice President and above or any the highest number of votes in descending order shall be duties and responsibilities are assigned directly by the regarding to the retention, nomination, compensation, person with equivalent rank, whatever the name of the elected as directors according to the number of directors Board of Directors; and senior executives from the level as well as the robust succession plan for the continuing position, totaled Baht 178.54 million. electable in that election. of Executive Vice President and above or any person with administration of the executive positions, in order to equivalent rank, whatever the position may be named. benefit the business operation and the effective Other remuneration The Nomination and Remuneration Committee is also management of the Bank. Selection of senior executives During 2016, other remuneration including Bank’s provident responsible for proposing the remuneration and benefit The remuneration and benefit provided for directors and fund contribution for 12 senior executives (total of 14 senior provided for the Board of Directors and senior executives For senior executives from the level of Executive Vice President senior executives in year 2016 is presented in the Annual executives during 2016) from the level of Senior Executive from the level of Executive Vice President and above or any and above or any person with equivalent rank, whatever Report in the section entitled ‘Structure of Management’. Vice President totaled Baht 45.67 million. The Bank’s person with equivalent rank, whatever the position may the name of the position, selection criteria are focused on be named, for consideration by the Board of Directors. The Nomination and Remuneration Committee is of the individual competencies, experience and leadership. Apart provident fund contribution and other remuneration for opinion that such remuneration and benefit are appropriate from knowledge and professional experience in the required 19 senior executives (total of 26 senior executives during This year, the Nomination and Remuneration Committee and commensurate with the assigned duties and banking fields, it is also expected that senior executives 2016) from the level of Executive Vice President and above has reviewed and obtained approval from the Board of responsibilities, and comply with the policy and criteria from the level of Executive Vice President and above or or any person with equivalent rank, whatever the name Directors for the policies, criteria and methodology to established by the Nomination and Remuneration any person with equivalent rank, whatever the name of the of the position, totaled Baht 43.34 million. ensure the ongoing compliance with the relevant rule Committee. The said remuneration and benefit have position, have a good understanding of Standard Chartered and regulations which provide the framework for the been considered and approved by the Board of Directors. Group’s business culture and strategies. In addition, the Dividend payment policy Committee in carrying out its duties, as follows: candidates must not have a questionable character according Article 51 of the Bank’s Articles of Association: No • Selected and nominated members of the Board of to applicable commercial banking laws such as the Public dividends may be paid other than out of profits. If the Directors; members of subcommittees; and senior Limited Companies Act, the Financial Institutions Business Company still has an accumulated loss, no dividends executives from the level of Executive Vice President and Mr. Pakorn Malakul Na Ayudhya Act, etc. shall be paid. above or any person with equivalent rank, whatever Chairman of the Nomination and Remuneration Committee

48 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 49 CORPORATE GOVERNANCE

Others Audit Committee Report (17) Acknowledged actions taken against missed trades and missed reporting to Thai Bond Market Association. The relevant management were required to monitor and follow the compliance; Internal Control and Audit (18) Acknowledged Management Information for Anti-Money (5) Approved the 2016 country audit plan and acknowledged Laundering and Financial Crime Risk for the year 2015; quarterly audit result and outstanding issues. Also, followed up, queried, commented and provided (19) Acknowledged report of net operational losses in guidance for corrective actions of audit findings 2015 and H1 2016; Ms. Thippaporn Gertphol especially significant risk issues to ensure the internal Chairman of the Audit (20) Acknowledged the speaking-up cases in 2015 and control appropriateness and adequacy for the Bank’s Committee H1 2016 and action taken by the Bank. The Committee business operations; recommended the Bank to encourage the staff to (6) Endorsed the 2016 credit review plan and acknowledged speak up; quarterly report on credit review and outstanding (21) Acknowledged Country Head and Safety action plan Issues; To the Shareholders for 2016 and summary of accidents and incidents in (7) Acknowledged the ICAAP (Internal Capital Adequacy 2015 and 2016 (up to March); Assessment and Process) audit result; The Audit Committee comprises three Independent (22) Acknowledged the audit report on IT outsourcing Directors with the Company Secretary and Head of (8) Acknowledged Country Audit team development services provided by Standard Chartered Bank Audit serving as joint secretaries. activities; Group & related entities; (23) Acknowledged CMS (Cash Management Services) The Audit Committee Members are listed as below: update on the underlying cause and the action plan Regulatory Compliance 1) Ms. Thippaporn Gertphol Chairman against the breaches in CMS area. 2) Mr. Pakorn Malakul Na Ayudhya Member (9) Approved the 2016 compliance report and annual 3) Prof. (Special) Somchai Richupan Ph.D. Member review of compliance policy, as well as acknowledged quarterly report on non-compliance and concerned The Audit Committee performed its duties as assigned by In 2016, a number of meetings were held, both formal issues; the Board of Directors. In the performance of its duties it adhered to the principles of integrity, prudence, transparency and informal, in which the Committee considered the (10) Acknowledged the 2016 compliance monitoring plan and independence, and to serve in the ultimate interest following matters: and quarterly report on Thailand compliance monitoring of the Bank. summary; (11) Acknowledged quarterly report on key local Financial Statements regulations; The Audit Committee has consistently reviewed the Bank’s (1) Reviewed and endorsed the annual financial statements financial reports, internal controls, and also monitored (12) Acknowledged BOT (Bank of Thailand) annual and independent auditor’s report for the years ended performance of the Bank to ensure its compliance with examination result and report 2016 and action plan 31 December 2015 and the interim financial statements all regulatory requirements, and the Audit Committee to response BOT; and independent auditor’s report for the three-month is satisfied that the information contained therein is period ended 31 March 2016, and the interim financial (13) Acknowledged BOT target examination results and adequate, transparent and in line with good corporate statements and independent auditor’s report for the report 2016 and action plan to response BOT; governance practices. three-month and six-month periods ended 30 June 2016, to ensure conformity with acceptable accounting principles and adequate disclosure before submitting Risk Management to the Board of Directors’ Meetings for approval and (14) Acknowledged the risk issues discussed at the Risk further submission to the regulators concerned; Committee’s meetings and quarterly report on the significant approved limits & mark-to-market risk Ms. Thippaporn Gertphol exposure; External Auditor Chairman of the Audit Committee (15) Acknowledged GSAM (Group Special Asset (2) Made recommendations to the Board of Directors Management) accounts update; regarding the nomination of the Bank’s external auditor and its remuneration; (16) Acknowledged XVA Report. The Committee recommended to table the report to the Board of (3) Acknowledged KPMG Audit Plan for 2016; Directors for acknowledgement on semi-annually and (4) Acknowledged KPMG Non-Audit Service for 2016; also find way to keep trader desk aware of XVA risk;

50 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 51 Supplementary information SUPPLEMENTARY INFORMATION

General Information

Name Standard Chartered Bank (Thai) Public Company Limited Address 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Nature of Business Commercial Banking Registration Number 0107536000498 Telephone (02) 724 4000 Facsimile (02) 724 4444 Registered Capital Baht 14,842,627,020 Paid-up Capital Baht 14,837,045,480 - 1,483,704,548 common shares with par value per share of Baht 10 Homepage www.sc.com/th

Share Registrar Standard Chartered Bank (Thai) Public Company Limited Address Corporate Secretariat’s Office, 12/Floor, Sathorn Nakorn Tower 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Telephone (02) 724 8039, 41, 42 Facsimile (02) 724 8044

Auditor KPMG Phoomchai Audit Ltd. Address 50th – 51th Floors, Empire Tower 1 South Sathorn Road, Bangkok 10120 Telephone (02) 677-2000 Facsimile (02) 677-2222 Homepage www.kpmg.co.th

Legal Counsels 1. Mr. Kraitos Plianbangchang Executive Vice President 2. Ms. Sareerat Khangkhandee Senior Vice President Address Standard Chartered Bank (Thai) Public Company Limited Legal 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Telephone (02) 724-3366, 3370 Facsimile (02) 724-3360

54 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 55 SUPPLEMENTARY INFORMATION

Structure of Shareholders Connected Transactions

Top ten major shareholders as of 31 December 2016 were: Connected transactions with potential conflicting parties • Loans and obligations to major shareholders and corporations in which the Bank holds 10% stake and over:

Name Number of shares % of paid Potential st Reasons Baht 10 per share up capital Type of As at 31 December 2016 (Baht thousands) conflicting Relationship Approval for the business 1. Standard Chartered Bank 1,481,795,116 99.8713 parties Loans Obligations Interest rate transactions 2. Registered Provident Fund of Standard Chartered Bank’s Employees 1,750,753 0.1180 Standard Financial Major - 371,140,505 - Approved by Normal 3. BNP Paribas Wealth Management Singapore Branch 50,452 0.0034 Chartered Institution Shareholder Board of business. Bank Directors. 4. Mrs. Lin Mei Jen 12,867 0.0009

5. Wall Street Finance and Securities PCL 6,250 0.0004 • All deposits, loans and obligations of directors, top executives and related persons:

6. Ms. Urawee Kanokpruk 5,517 0.0004 As at 31st December 2016 Reasons for the Potential Conflicting parties Transaction type 7. Mr. Maitree Triprasertpoj 4,783 0.0003 (Baht thousands) transactions 8. Mr. Amorn Tacha-akarakul 4,435 0.0003 Directors, Loans 1,893,399 Normal practice top executives Obligations - - 9. Mrs. Pennipa Tungsittisombat 3,027 0.0002 and related persons All deposits 107, 28 0 Normal practice - - 10. Chaiyaporn International Co., Ltd. 2,971 0.0002 Borrowing Interest rate - Market rate

Companies in which the Bank holds 10% Stake and over Remark Additional information related to Connected Transaction appears in the Note No. 32 “Related Party Transactions and Balances” page 71 of Annual Financial Statements for the years ended st No. Name / Type of Business / Location Type of Total number of No. of shares Percentage of 31 December 2016 share shares issued held by the Bank share-holding

1 Thai Exclusive Leasing Co., Ltd. Common 6,000,000 5,999,994 99.99 (The company is in process of liquidation) 100/3 Sathorn Nakorn Tower, 3rd Floor, North Sathorn Road, Silom, Bangrak, Bangkok 10500 2 Executive Management Services Manpower Ltd. Common 2,000 588 29.40 (Real estate: Renting, Selling, buying, operating) 193/122, Lake Rajada Office Complex, 29th Floor, Ratchadaphisek Road, Khlongtoei, Khlongtoei, Bangkok 10110 3 P N C (Thailand) Ltd. Common 150,000 22,121 14.75 (Real Estate activities on a fee or contract basis) 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 4 Nakornthon Leasing Co., Ltd. Common 8,000,000 900,000 11.25 (Holding Company) 90/39 Sathornthani Building, 15th Floor, North Sathorn Road, Silom, Bangrak, Bangkok 10500 5 Phadungsin Co., Ltd. Common 50,000 5,000 10.00 (Securities Brokers and Traders) 252 Chiangmai Road, Khlongsan, Khlongsan, Bangkok 10600

Director holds shares or debentures of the Bank and an affiliated company • Nil Director has a direct or indirect interest in any contract which is made by the Bank during a fiscal year • Nil

56 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 57 SUPPLEMENTARY INFORMATION

Branch information

Head Office 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Lotus Sukhumvit 50 1710 Sukhumvit Road, Phrakanong, Khlongtoei, Bangkok 10260 Tel. (02) 724‐6326‐37 (To be closed in January 2017) Tel. (02) 741-4440-41 Fax. (02) 724 3288 Fax. (02) 724 3268 Monday ‐ Friday 8.30 am. ‐ 4.30 pm. Monday - Sunday 10.00 am. - 7.30 pm. (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) (Except 1st Jan, 13th April, 1st July )

Mahanak 2-4 Anantanak Road, Klong Mahanak, Pomprapsattruphai, Bangkok 10100 Lotus Rattanathibeth 37/112 Moo 8 Rattanathibet Road, Banggrasor, Muang, Nonthaburi 11000 Tel. (02) 621-8263-6 Tel. (02) 950-8855 Fax. (02) 724 3250 Fax. (02) 724 3270 Monday - Friday 8.30 am. - 4.30 pm. Monday - Sunday 10.00 am. - 7.30 pm. (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) (Except 1st Jan, 13th April, 1st July )

Bangkae 750 Phetkasem Road, Bangwa, Phasicharoen, Bangkok 10160 Lotus Rama III 172 Naratiwasrachnakarin Road, Chongnontree, Yannawa, Bangkok 10120 Tel. (02) 413-2129, (02) 805-0280-4 Tel. (02) 681-1411-17 Fax. (02) 724 3252 Fax. (02) 724 3272 Monday - Friday 8.30 am. - 4.30 pm. Monday - Sunday 10.00 am. - 7.30 pm. (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) (Except 1st Jan, 13th April, 1st July )

Charoenkrung 335 Charoenkrung Road, Pomprap, Pomprapsattruphai, Bangkok 10100 Silom Unit 5, 1st floor, Zuellig House Building, 1-7 Silom Road, Silom, Bangrak, Bangkok 10500 Tel. (02) 225‐7451‐2 (02) 622‐8630‐7 Tel. (02) 636-0376-85 Fax. (02) 724 3254 Fax. (02) 724 3276 Monday ‐ Friday 8.30 am. ‐ 4.30 pm. Monday - Friday 8.00 am. - 7.00 pm. (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday)

Pratunam 120/29-30 Rachaprarop Road, Thanonphayathai, Ratchathevee, Bangkok 10400 Thonglor 55/1 Soi Sukumvit 55 (Thonglor), Sukumvit Road, Klongtan Nua, Wattana, Bangkok 10110 Tel. (02) 255-5774-5 (02) 251-2105 Tel. (02) 673-7300 Fax. (02) 724 3256 Fax. (02) 724 3278 Monday - Sunday - Public Holidays 8.30 am. - 4.30 pm. Monday ‐ Friday 8.30 am. ‐ 4.30 pm. (Except 1st Jan, 13th April, 1st July ) (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday)

Central Chaengwattana 419 Floor 4th, 99 Moo 2 Chaeng wattana Road, Bangtalad, Pakred Nonthaburi 11120 Ratchayothin SuZuki Avenue Ratchayothin Room No. B102A, 234/2 Ratchadaphisek Road, Ladyao, Tel. (02) 835-3978 Jattujak, Bangkok 10900 Fax. (02) 724 3258 Tel. (02) 930‐2311 Monday - Friday 11.00 am. - 7.30 pm. Fax. (02) 724 3280 Saturday - Sunday - Public Holidays 10.00 am. - 7.30 pm. Monday ‐ Sunday 10.00 am. ‐ 7.30 pm. (Except 1st Jan, 13th April, 1st July ) (Except 1st Jan, 13th April, 1st July )

Rayong 127/20 Sukhumvit Road, Tha Pradoo, Muang, Rayong 21000 Central Bangna Central City Bangna 587 Fl. 3, Room No. 302, Bangna ‐Trad Road, Bangna, Bangkok Tel. (038) 616‐077‐78, (038)‐800361‐2 (To be closed in January 2017) 10260 Fax. (02) 724 3262 Tel. (02) 398‐6555 Monday ‐ Friday 8.30 am. ‐ 4.30 pm. Fax. (02) 724 3282 (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) Monday ‐ Friday 10.30 am. ‐ 7.30 pm. Saturday ‐ Sunday ‐ Public Holidays 10.00 am. ‐ 7.30 pm. Phahurat 121‐121/1, 123‐123/1 (The Old Siam Plaza Bld.) Phahurat Road, Wangburaphapirom, (Except 1st Jan, 13th April, 1st July ) Phranakon, Bangkok 10200 Tel. (02) 222‐6355 , (02) 221‐2172‐3 Central World A409 Floor 4th, 4, 4/1-4/2, 4/4, Ratchadamri Road, Pathumwan, Bangkok 10330 Fax. (02) 724 3264 (To be closed in April 2017) Tel. (02) 613-1042 Monday ‐ Friday 8.30 am. ‐ 4.30 pm. Fax. (02) 724 3284 (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) Monday - Sunday 10.30 am. - 7.30 pm. (Except 1st Jan, 13th April, 1st July ) Future Park Rangsit 94 Future Park Rangsit Department Store, Phahonyothin Road, Phachathipat, Tanyaburi, Pathumthani 12130 Silom Soi 6 126 Silom Road, Kwang Suriyawong, Bangrak, Bangkok 10500 Tel. (02) 958-0415-8 (To be closed in April 2017) Tel. (02) 267‐7228 Fax. (02) 724 3266 Fax. (02) 724 3286 Monday - Friday 10.30 am. - 7.30 pm. Monday ‐ Friday 8.30 am. ‐ 4.30 pm. Saturday - Sunday - Public Holidays 10.00 am. - 7.30 pm. (Except Public Holiday, 1st July, and Bank’s Year‐end Holiday) (Except 1st Jan, 13th April, 1st July )

58 Standard Chartered Bank (Thai) PCL Annual Report 2016 www.sc.com/th 59 Standard Chartered Bank (Thai) Public Company Limited

90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Tel. +66 (0) 2724 4000 Fax. +66 (0) 2724 4444 sc.com/th