Page 152 - BAM ONE REPORT 2564 (ENGLISH VERSION)

150 Part 2
Corporate Governance

(1) death; Guideline 3.5 The Board of Directors’ meetings
(2) resignation; A yearly schedule of the Board of Directors’
(3) disqualification or possession of prohibited meetings is determined in advance. In the meeting, the
characteristics as prescribed by laws; Board Chairman shall encourage the directors to exercise
(4) removal by resolution of a shareholders’ their judgment with due care and ensure that the time
meeting; or used for the meeting is properly managed. All directors
(5) removal by a court order. are duty-bound to attend every meeting of the Board
of Directors, except in case of necessary absence.
Guideline 3.3 Nomination and appointment of
members and chairman of the Board of Directors The Board of Directors regularly meets on a monthly
For the nomination and appointment of directors, basis. The Office of Company Secretary will submit a letter
the Company appoints the Nomination and Remuneration of invitation to the Board of Directors’ meeting together
Committee to be responsible for considering, selecting with meeting agenda and documents at least seven days
and nominating candidates for appointment as directors. ahead of the meeting date in order to allow sufficient time
The Nomination and Remuneration Committee recruits for the Board of Directors to study the information before
and nominates the candidates based on their knowledge, joining each meeting.
capabilities and qualifications. The candidates must neither
possess any prohibited characteristics in accordance with In 2021, the Board of Directors held a total of 15
the applicable laws nor have any conflict of interest with or meeting s and held one meeting among the non-executive
interest in the Company’s business. No director may hold directors and without presence of the management so
directorship positions in more than five listed companies, as for the directors to discuss and share their opinions
inclusive of the directorship position in the Company. freely and monitor the management's operation efficiently.
Moreover, the Board of Directors has a policy to prohibit
The Board Chairman is to be appointed by the the directors and executives who are connected persons
Board of Directors. The Board Chairman has the main duty or have a vested interest in any agenda item from
of formulating and supervising the Company’s policies and participating in the meeting or casting votes on any such
monitoring and evaluating the Company’s performance. agenda item, and also sets a policy on the minimum
The duty of the Board Chairman is segregated from the meeting forum whereby there must be at least two-thirds
management function. The Board Chairman also plays the of the total number of directors present at the meeting
main role in supervising and ensuring that the Board of at the time of casting votes on such agenda item.
Directors performs its duties efficiently and independently
from the management, and supervising and ensuring that Guideline 3.6 The Company’s investment policy in
the Board of Directors, top executives, executives and the case of subsidiaries and/or associated companies
employees at all levels abide by the corporate governance At present, the Company does not have any
principles and business ethics in their operation until these subsidiary and/or associated company. However, if, in the
principles have become part of the organization culture. future, the Company makes investment to the extent
that the investee companies become its subsidiaries
Guideline 3.4 Directors’ remuneration and/or associated companies, the Company will devise an
The Board of Directors assigns the Nomination and operational framework in accordance with its investment
Remuneration Committee to consider and determine policy and will focus its investment on the business that
yearly remuneration of the directors based on comparable supports the business operation of its group and creates
information of other similar businesses, and to propose the a synergy or generates benefit or return on investment
directors’ remuneration for the shareholders’ approval. from such business.