Page 151 - BAM ONE REPORT 2564 (ENGLISH VERSION)

Form 56-1 One Report 2021
Bangkok Commercial Asset Management Public Co., Ltd. 149

Guideline 2 Determination of the Company’s 3.1.2 Independent directors
objectives and goals for sustainability The Company instructs its independent directors to
Guideline 2.1 Formulation of policies, goals verify and certify their independence on their own. All of
and strategies them meet the qualifications specified in the Corporate
The Board of Directors determines the policies, Governance Code.
goals and strategies for the Company’s business operation,
and considers and approves the business plans and annual The Board of Directors’ Meeting No. 13/2021 on 5
budgets that align with the Company’s business operation. November 2021 resolved to approve the policy to limit
the term of office of an independent director at nine
Guideline 2.2 Business operation under the years. As for the board-level committee members, who
strategic plan and vision according to the best practices should be independent
To ensure that the business is operated in line directors, the term of office of each of such members
with the strategic plan and vision, the Board of Directors, may also be limited at nine years under the said policy
therefore, determines the business goals as a guideline for and so specified in the relevant charters.
the operation. The results of operation under the plan are
to be reported to the Board of Directors on a quarterly Later, the Board of Directors’ Meeting No. 14/2021
basis. The plan is divided into four perspectives: on 3 December 2021 resolved to approve an amendment
- Finance perspective; to the Audit Committee Charter and the Nomination and
- Customer perspective; Remuneration Committee Charter, whereby their members
- Business process/internal operation perspective; who are independent directors shall hold a consecutive
and term of office of no longer than nine years from the date
- Learning and growth perspective of appointment by the Board of Directors.

Guideline 3 Strengthening of the Board of Directors’ Guideline 3.2 Term of office of the Board of
Effectiveness Directors
Guideline 3.1 Structure and composition of the For the term of office of the Board of Directors, at
Board of Directors every annual general meeting of shareholders, one-third
In terms of its structure, the Board of Directors consists (1/3) of the directors shall retire from office, or in the case
of the Board of Directors and board-level committees where the number of directors is not a multiple of three
which are the Executive Committee, the Audit Committee, (3), then the number nearest to one-third (1/3) shall retire
the Risk Oversight Committee, the Corporate Governance from office.
and Social Responsibilities Committee, the Nomination
and Remuneration Committee, and the Technology The directors to retire from office in the first year
Committee. and the second year after registration of the Company
shall be decided by drawing lots. In subsequent years,
3.1.1 The Board of Directors the directors who have been the longest in office shall
The Board of Directors is composed of chairman retire first. The directors retiring by rotation are eligible
and directors. At present, there are a total of 10 members for re-election.
of the Board of Directors, four of whom are independent
directors, representing 40 percent of the total number of Apart from retiring from office by rotation, the
directors. directors shall vacate office upon: