Corporate governance is the most essential element for insurance business as the business is based on trust, integrity and accountability to insured and citizens. In order to achieve sustainable and robust business amidst rapid changes, a company is required to implement checks and balances, comply with laws and establish systematic enterprise risk management.
In this regard, Muang Thai Life Assurance Public Company Limited (“Company”) has developed this Corporate Governance Framework as principles or guidelines for Board of Directors to supervise the Company in conducting the business with transparency, trustworthy, and responsibility to stakeholders. By concerning long-term benefits, the Company is fully aware that the Board of Directors is the key to providing business direction, core policies, and business strategies. The Board of Directors is responsible for ensuring that the Company has internal control process and mechanism, effective audit procedure, clear performance monitoring guideline as well as a distinct separation between the functions of governance and those of management. In addition, subcommittees are appointed to support the Board of Directors by considering essential issues of the Company in various aspects and ensuring that the Company conducts the business with stability, transparency, and responsibility to insured and stakeholders, and eventually achieves business sustainability.
Objectives of Corporate Governance Framework
1)To provide the Board of Directors with clear corporate governance process or guideline to ensure business transparency, responsibility to insured and stakeholders and long-term benefits for the Company’s stability and sustainability
2)To ensure that the Company is trustworthy, transparent, able to operate the business firmly and continuously, as well as adaptable to rapid changes in current and future business environment
3)For the Board of Directors to be aware of its roles and responsibilities in supervising the Company and ensuring that the Company has an effective internal control system, comply with laws, and implement enterprise risk management system
1) Board of Directors means the Board of Directors as prescribed by the laws of life insurance.
2) Director means a person who serves as a director in the Board of Directors.
3) Executive Director means a director who is an executive or a director responsible for operations like executives. It shall include an authorized director unless it is evident that such signing is made according to the Board of Directors’ resolution and it is co-sign with other directors.
4) Executive means a manager or the first four top-ranking executive after the manager level as well as all other 4th ranking equivalent, and accounting or finance executives of department executive level and up.
The Company separates between the functions of governance and management and determines clear and specific roles and responsibilities of the Board of Directors and the Executives to ensure suitable management and supervision. The organizational structure is reviewed annually in response to changing business environment.
The Board of Directors is responsible for determining key strategies and policies, ensuring the availability of effective risk management and governance, monitoring the Executive’s performance in alignment with the strategies and policies efficiently and effectively. The Board of Directors must ensure that the Executives report key issues of the Company and establish a reporting process to provide the Board of Directors with adequate and updated information and allow the Board of Directors to fully exercise its authority, duty and responsibility. Therefore, the Company is able to conduct the business with fairness, transparency, responsibility to stakeholders under the Corporate Governance Code and achieve long-term value.
The Board of Directors appoints the Executive Committee to act as if it is a management committee. The Executive Committee shall be in charge of discussing strategies and collaborating with the Management to ensure an alignment with business plan and budget. The Executive Committee shall ensure that the Company complies with policy for other businesses, outsourcing service policy and market conduct which includes product development, sales process that prevents misunderstanding or taking advantage of customer’s misunderstanding, claim management and fair complaint management. In terms of investment, the Board of Directors appoints the Investment Committee to ensure the Company’s compliance with investment policy and real estate business policy. In addition, the Board of Directors has appointed the Product Governance Committee to launch the products in accordance with the vision, strategy, financial goals and plans prescribed by the Board of Directors.
The Board of Directors has also appointed the following subcommittees to support its duties.
1) Audit Committee
2) Risk Management Committee
3) Nomination, Remuneration, and Corporate Governance Committee
The structure and composition of Board of Directors is developed to be suitable with business size and complexity and allows the Board of Directors to perform its duties effectively in accordance with Public Limited Companies Act B.E. 2535, Life Insurance Act B.E. 2535, OIC’s Notification Re: Corporate Governance of Life Insurance Companies B.E. 2562 and other related laws.
According to the Charter of Board of Directors, the Directors must have no prohibited characteristics under laws of life insurance, laws of public limited companies, laws of securities and exchange, notifications of Office of Insurance Commission and other laws related to Director’s duties.
According to the Charter of Board of Directors, Independent Director must have no prohibited characteristics under laws of life insurance, laws of public limited companies, laws of securities and exchange, notifications of Office of Insurance Commission and other laws related to Independent Director duties.
The Board of Directors must perform the following roles and responsibilities.
1) The Board of Directors shall determine direction and strategic target of the Company as well as consider and approve policy and annual budget of the Company. Business strategies should be in line with the risk management framework and the risk management policy as well as the Company’s risk appetite.
2) The Board of Directors shall consider and approve Investment Management Guideline and other businesses, monitor, and control investment and other businesses of the Company to be suitable with situation and obligation.
3) The Board of Directors shall consider, review and approve the risk management framework, the risk management policy and the risk appetite as well as reporting overall risk management and assessment including the Company’s financial stability, process and risk management control of the Company in order to be in line with the regulations of the regulators.
4) The Board of Directors shall operate the Company to have efficient internal control and audit system.
5) The Board of Directors shall govern and oversee the Company’s risk management to be in line with the risk appetite as well as formulating reports of risk status and compliance with the risk management policy, monitoring the Company’s capital to be stable, solvent and sufficient for both current and future business operations and providing support to Risk Management Committee and related department in order to allow them to perform duties effectively and completely with adequate resources.
6) The Board of Directors shall, honestly and by protecting the Company’s interest, perform their duties in accordance with the laws, objectives and Articles of Association of the Company and resolutions of the shareholders’ meetings.
7) The Board of Directors shall appoint subcommittees, which have authority and responsibility as determined by the Board of Directors.
8) The Board of Directors shall elect a person who has the qualifications and who possesses no prohibited characteristics under related laws as Director in case there is vacancy in Director’s seat due to other reasons rather than being retired by rotation.
9) The Board of Directors shall appoint or authorize any other person to operate the Company under control of the Board of Directors when it is deemed appropriate by the Board of Directors.
The Board of Directors has appointed the following subcommittees to support its duties.
Audit Committee is in charge of supervising and monitoring the Company to comply with the policies below.
Audit Committee must ensure that the Company has accurate and reliable financial reporting processes, and discloses key information correctly, sufficiently and timely to the public and regulators as specified by related laws and standards. Audit Committee shall also supervise the Company’s audit as follows:
1) Consider, appoint and terminate an independent person to perform a duty as independent auditor of the Company, including determining the appropriate remuneration and proposing to the Board of Directors and the shareholders’ meeting for consideration and approval.
2) Manage the auditor to formulate and present a management letter and comments of the Company’s top Executives to the Board of Directors.
3) Hold meetings between Audit Committee and auditors of the Company at least once a year without participation of the Executives.
Upon selection of auditors, the auditors must at least have knowledge and understanding about insurance industry, insurance reserves valuation and insurance operation. The auditors must be listed in the auditor list approved by the Securities and Exchange Commission and Stock Exchange of Thailand.
Audit Committee supervises and ensures that the Company complies with laws and regulations related to its business operations. It also ensures that the Executives report key and sufficient information to the Board of Directors so that the Board of Directors can fully perform its authorities, roles and responsibilities.
The Risk Management Committee must perform the following roles and responsibilities.
Nomination, Remuneration, and Corporate Governance Committee’s roles and responsibilities could be divided into following three dimensions:
In the case of a vacancy on the Board of Directors or the expiration of the Director’s term of office, Nomination, Remuneration, and Corporate Governance Committee shall be in charge of considering, nominating and selecting person who possesses proper qualifications based on related laws and regulations by considering his/her useful qualifications and suitable experience for the Company.
Nomination, Remuneration, and Corporate Governance Committee shall be in charge of determining and considering the remuneration for the Board of Directors and Subcommittees, including attendance fee, annual bonus, and other fringe benefits both in financial and non-financial values. It shall ensure that the Board of Directors and Subcommittees receive appropriate remuneration in comparison to their dedication, value, and fiduciary duties as prescribed by laws. The Directors shall be liable to both civil and criminal offences for non-compliance.
Nomination, Remuneration, and Corporate Governance Committee shall provide suggestions to the Company to ensure that corporate governance and sustainable development practices are put into practice continuously and appropriately and aligned with the Company’s size. The Committee should ensure that the Company discloses corporate governance information to the public, demonstrating its transparency and responsibility to stakeholders under corporate governance principles and for the purpose of the Company's long-term benefits.
Nomination, Remuneration, and Corporate Governance Committee is in charge of supervising and monitoring the Company to comply with the policies below.
Nomination, Remuneration, and Corporate Governance Committee is in charge of preparing self-assessment form for evaluating the performance of the Board of Directors as a whole and subcommittees. Then, it shall be proposed to the Board of Directors for consideration and approval to evaluate the performance every year. After the Nomination, Remuneration, and Corporate Governance Committee processes the assessment data,the Committee shall present the data to the Board of Directors to use it as a guideline for improving the Company’s performance and effectively support the duties of the Board of Directors. This also assures that the Board of Directors continues to perform its roles and responsibilities efficiently.
The Corporate Governance Framework must be reviewed at least once a year to align with changing situations. The Company is required to submit the Corporate Governance Framework to the OIC within one month from the date of the Board of Directors’ approval of significant changes.