Page 168 - BAM ONE REPORT 2564 (ENGLISH VERSION)

166 Part 2
Corporate Governance

(b) Give the instructions for firm-wide adherence (j) Act as the leader in role modelling the
to the rules, orders, regulations, notifications Company’s code of ethics and business
and internal memos to align and conform with conduct and promote, supervise and monitor
the policies, regulations and laws. the business management on a sustainable
(c) Give the commands, contact, instruct, carry and socially responsible basis and in
out, and sign the juristic acts, agreements, conformity with the anti-corruption measures
written orders or any letters used for and guidelines.
contacting with other agencies or individuals (k) Perform any other tasks as assigned by the
to enable the Company’s operation to be Board of Directors, the committees, and Chief
accomplished efficiently and effectively. Executive Officer.
(d) Propose the policies, formats and methods
that are beneficial to the business operation, Nomination of Directors and Top Executives
and perform the acts or duties in accordance Nomination of Independent Directors
with the policy, plan, and budget approved The Nomination and Remuneration Committee
by the Board of Directors, the committees, is responsible for screening and selecting qualified
and Chief Executive Officer. candidates to be nominated as the independent directors.
(e) Monitor and evaluate the Company’s The Nomination and Remuneration Committee will
performance on a regular basis to ensure consider such candidates’ knowledge, ability, and
systematic internal control and prevent risks qualifications, under which they must neither possess
arising from internal and external factors. any prohibited characteristics in accordance with
(f) Have the authority to conduct any transactions the applicable laws nor have any conflict of interest
and represent the Company to external parties with or any interest in the Company. The Nomination
in the businesses that are relevant and and Remuneration Committee will nominate such
beneficial to the Company. candidates for consideration and approval by the Board
(g) Undertake human resource management and of Directors (in the case of vacancy of a board member
personnel development to enhance their for any reason other than retirement by rotation) or
capability and support their career advancement the shareholders for appointment as an independent
and integrated skill and knowledge development. director. The Company requires that the independent
(h) Establish the short-term and long-term plans directors verify and certify their independence on their
for digital sustainability with a focus on cyber own. The independent directors, according to the
security in order to support the Company’s Company’s definition, must possess the qualifications
business operation. specified in Guideline 3.1.2 of the Company’s Corporate
(i) Possess the ability and readiness to manage Governance Code.
the functional lines designated by the Board
of Directors, the committees, and Chief Nomination of Directors and Top Executives
Executive Officer and develop the ability to (a) Nomination and appointment of directors and
manage other functional lines so as to achieve Chairman
favorable operating results and business The Company appoints the Nomination and
performance, along with regular improvement Remuneration Committee to be responsible for screening
and development for the organization’s and nominating candidates for appointment as directors.
sustainable growth. In the recruitment and nomination process, the