TAMC appreciates good corporate governance as an element crucial to the operation of an organization, one that helps improving efficiency and building confidence in relevant parties such as shareholders, institution transferors, debtors, the government and the Government House’s Finance Committee.

The good corporate governance principles proposed by the Stock Exchange of Thailand was adopted by TAMC as the primary managerial policy. TAMC has established a number of ethical standards that reflect these principles for staffs to observe, specified roles and duties of TAMC Board of Directors and implemented internal control mechanisms which are consistent with the Regulation of the Office of the Auditor General on Internal Control Standard Specification B.E. 2544. Guided by the above principles, TAMC has consistently operated on the bases of caution, honesty, fairness and transparency with the hope to achieve a positive organizational culture.

Good corporate governance has become an operational philosophy of TAMC and the first good corporate governance report was published for the first time in 2004. TAMC Board of Directors and all staffs are proud to present the report as below:

1. Good corporate governance related policies

TAMC has established good corporate governance criteria in 2004 in accordance with that proposed by the Stock Exchange of Thailand. Practical guidelines adapted for TAMC by the Corporate Governance Subcommittee. They cover the following issues:

+	Rights of parties with direct interests such as shareholders, institution transferors, debtors, the government and the Government House’s Finance Committee.
+	Elements and roles of TAMC Board of Directors, Executive Committee and the management team.
+	Disclosure of information.
+	Culture of good corporate governance.

2. Good corporate governance principles

The good corporate governance principles of TAMC is the combination of those adopted by Thai and foreign internal auditor associations. They are consistent with the good corporate governance principles of reliable agencies such as Ministry of Finance, Bank of Thailand and OECD (Organization for Economic Cooperation and Development) countries as well as good corporate governance principles and requirements of the Stock Exchange of Thailand. It is in the opinion of TAMC to establish seven good corporate governance principles as follows:

Principle No.1: Awareness and understanding of responsibilities, ability to perform duties and definite designation of missions for each division.

TAMC directors and members of Executive Committee and their qualifications must be consistent with the stipulations of the Emergency Decree on Thai Asset Management Corporation Act B.E. 2544. That is, there must be a balanced proportion of representatives from the authority, debtors and institution transferors. TAMC Board of Directors establishes policies and oversees the operation of TAMC while Executive Committee handles impaired asset management. Both TAMC Board of Directors and Executive Committee are to proceed with full awareness of their roles and duties.

At the managerial level, strategies are established in line with the organizational missions. There are internal control, risk management and consistent follow-up measures which ensure that no damage will be incurred and that the objectives are achieved.

At the staff level, all are with the understanding and the capabilities required to perform their duties. This includes understanding of personal and organizational objectives and missions, appreciation of the one’s career and cooperation with all relevant parties.

Principle No.2: Accountability with verifiable evidence.

+	TAMC staffs shall be aware of their role and duties, honest, uphold integrity, and, realize that they are crucial to the success of TAMC.
+	TAMC staffs shall be willing to work without delegating tasks to others, ready to be a driving element that brings success and resolves obstacles experienced by TAMC.
+	TAMC staffs shall be accountable in that they are willing to be liable for the mistakes they made, learn from these and allow others to inspect their work.
+	TAMC staffs shall be thorough when making decisions. They shall be decisive and not delegate the burden to others as well as be accountable for their decisions.
+	TAMC staffs shall complete their duties before forwarding them to others. They shall not neglect their duties although they may seem boring at times.

Principle No.3: Equitable treatment.
Honest interested parties must be fairly treated. For instance, debtors of the same status must be treated equally on the same basis. The management shall be carried out while taking into consideration of benefits and overall value for all interested parties such as shareholders (namely Financial Institutions Development Fund), institution transferors with whom TAMC has obligations to be accounted for profit and loss, as well as other individuals who work for or are involved with TAMC. All of the said parties are entitled to equitable treatment and protection.

Principle No.4: Operational transparency and sufficient information disclosure.
TAMC needs to implement definite decision-making and operational procedures, transparent and publicized consideration criteria; to present operational result reports and analyses as well as operational strategies to all relevant parties fairly, clearly and in a timely manner. The Audit Committee is to provide opinions and monitor the operations of the management; and, recommend control measures to ensure that the missions are accomplished as planned. All complaints are welcomed and reviewed by TAMC.

Principle No.5: Clear visions and strategies with an aim to achieve organizational objectives.
TAMC needs to establish visions and strategic intents which are consistent with the organizational missions in order to ensure operational efficiency and effectiveness.

Principle No.6: Code of conduct observed by all divisions.
In order for all directors and staffs to be aware of and to understand the operational standards expected by interested parties, TAMC Board of Directors, Executive Committee, the management team and staffs of all levels need to proceed in such a manner that all conflicts of interest are properly avoided.

Principle No.7: Duties and responsibilities to the public and the country.
TAMC is an organization determined to quickly, transparently and fairly resolve impaired assets transferred to TAMC, revitalize businesses of honest debtors in order that they may efficiently continue with their businesses, and, at the same time, minimize possible damages to the public sector and all taxpayers. This will contribute to overall economic and social stability eventually.

3. Rights and equality of shareholders and interested parties

TAMC ensures that all shareholders and interested parties are fairly and equally treated. Information such as financial statements, annual reports, Emergency Decree on Thai Asset Management Corporation B.E. 2544, impaired asset management criteria and NPA’s is made available via channels such as TAMC web site (www.tamc.or.th) and libraries of financial institutions in order to ensure total coverage.

Further, TAMC respects the equal rights of all interested parties and uses great care not to engage in any act which would restrict their rights and opportunities.

4. Leadership and visions

TAMC Board of Directors is comprised of qualified individuals with experience in different fields of management. They are visionary leaders who are able to make decisions for utmost benefits of TAMC and the shareholders. The roles of TAMC Board of Directors, Executive Committee and Audit Committee are clearly defined.

he President, as the leader of the management, must be a visionary leader who is responsible for the achievement of the goals and encourages staffs to work creatively and be concerned about all interested parties. Constant communication and public relations channel must be in place to ensure that TAMC operations are correctly understood by the general public.

Chairman of TAMC Board of Directors, directors, Chairman of Executive Committee, members of Executive Committee, President, members of Audit Committee, advisers and members of subcommittees are to receive salary or other compensations as specified by Minister of Finance.

TAMC Board of Directors shall specify other compensations and expenses of TAMC.

5. Risk management and efficient supervision

TAMC has a standardized impaired asset management procedure in place. Nevertheless, in order to ensure correct, appropriate and efficient management, TAMC has implemented a risk management system in order to enhance efficiency in internal audit and supervision. A risk management subcommittee is established with authorities and duties as follows:

1.	To establish general risk management guidelines and policies and to ascertain that the risk management system comprises efficient mechanisms for risk identification, measurement, control and monitoring.
2.	To analyze and assess possible risks, tendencies and the effects they may have on TAMC.
3.	To monitor and assess risk management as performed by the management in order to ensure consistency with the established policies.

6. Business ethics

TAMC has prescribed guidelines on employee ethics, interaction with TAMC, interaction with superiors, subordinates and colleagues; treatment of oneself, creditors, debtors and relevant parties for adherence by all employees in their course of performance. These cover honest performance of duties and fair treatment of all interested parties.

7. Balancing by non-management directors

There are a total of twelve directors as stipulated by Emergency Decree on Thai Asset Management Corporation. These include one Chairman of Board of Directors and no more than eleven other directors, appointed by the Minister at the approval of the cabinet. Of this number, one must be a representative of Federation of Thai Industry, another must be a representative of Thai Chamber of Commerce and another must be a representative of Thai Bank Association. The Chairman of Board of Directors is a director by position. Board of Directors may appoint a secretary in accordance with the stipulations of Emergency Decree on Thai Asset Management Corporation B.E. 2544.

8. Board of Directors meetings

TAMC requires that meetings are called for as follows:

TAMC Board of Directors meeting	Once a month
Executive Committee meeting	Once a week
Management meeting	Once a week
Audit Committee meeting	Once a month

The secretary shall inform participants of date, time and location of meeting at least seven days in advance so that they may study relevant documents prior to the meeting.

9. Subcommittees

TAMC Board of Directors has established Corporate Governance Principle Subcommittee, Risk Management Subcommittee, Compensation and Privilege Consideration Subcommitee and Complaint Review Subcommittee in order to ensure efficiency in the operation with TAMC in accordance with the founding objectives and corporate governance principles.

10. Board of Directors report

As TAMC is a governmental agency, the audit shall be in accordance with the stipulations of Emergency Decree on Thai Asset Management Corporation B.E. 2544 where the Minister is authorized to appoint the Auditor General or another entity as the TAMC auditor conducting the audit of all accounts and financial statements; and, reporting to the Minister every six months. Financial information appearing in the annual reports as well as the said financial statements are correct, reliable and consistent with TAMC Regulation on Accounting B.E. 2003. Vital information is disclosed in notes to the financial statements.

11. Internal information usage supervision

TAMC has established a policy prohibiting employees or executives to use internal information or information obtained through the performance of duties for personal benefits. A system is in place to prevent and trace the inappropriate use of internal information for personal benefits by defining information access right registry.

12. Punishment

In the case where any employee or executive is found to have inappropriately used internal information for personal benefits, it shall be considered that such persons have committed a disciplinary violation and the said employee or executive shall be handed punishment in accordance with TAMC Regulation on Personnel Administration B.E. 2544.