Page 169 - BAM ONE REPORT 2564 (ENGLISH VERSION)

Form 56-1 One Report 2021
Bangkok Commercial Asset Management Public Co., Ltd. 167

Nomination and Remuneration Committee will consider each candidate in an amount equal to the
such candidates’ knowledge, capabilities and qualifications, number of shares he/she holds. The shareholder
under which they must neither possess any prohibited may not allot his/her votes to any candidate
characteristics in accordance with the applicable laws nor in any number.
have any conflict of interest with or any interest in the (4) The candidates who receive the highest
Company. number of votes shall be appointed in
descending order as directors for the same
The Board Chairman will be appointed by the number as the number of directors that
Board of Directors. In the case where the Chairman and will be appointed in that particular election.
the President are not distinctively separated, the Chairman In the case where there is an equality of votes
of the Audit Committee or any of the independent directors cast for the candidates in descending order,
shall participate in the determination of the meeting causing the number of eligible candidates to
agenda with the Board of Directors in order to ensure exceed the number of directors that will be
checks and balances between the Board of Directors and appointed in that particular election, the
the management. chairman of the meeting shall have the casting
vote so as to obtain the complete number of
The Board Chairman has the main duty of determining directors that will be appointed in that
and supervising the Company’s policies and monitoring particular election.
and evaluating the Company’s performance. The duty of
the Board Chairman is segregated from the management (b) Nomination of Chief Executive Officer
function. The Board Chairman also plays the main role The Board of Directors has pondered on moving
in supervising and ensuring that the Board of Directors the organization forward to sustainable growth. In the
performs its duties efficiently and independently from the current and future circumstances where business
management and supervising and ensuring that the Board operations are confronting high uncertainties and abrupt
of Directors, top executives, executives and employees at changes, it requires personnel who have the knowledge
all levels abide by the corporate governance principles and ability to manage a new paradigm of business in the
and business ethics in their operation until these principles era of digital transformation and disruption as well as
have become part of the organization culture. to seek new business opportunities in and outside the
country. Therefore, the Board of Directors will select Chief
Pursuant to the Company’s Articles of Association, Executive Officer from among the board members by
the shareholders have the right to appoint the directors, nominating three of them as the candidates and
as follows: comparing their qualifications in terms of knowledge,
(1) Each shareholder shall have one vote per one ability, experience and special skills in order to choose
share. the most suitable person who is able to manage and
(2) The shareholders may exercise their right to push forward the corporate strategies to reach the
nominate one or more candidates as directors, goals. In this regard, the Nomination and Remuneration
however, the number of candidates must not Committee has a duty to negotiate the compensation and
exceed the number of directors that will be the employment terms and conditions with the person
appointed in that particular election. selected to assume the post of Chief Executive Officer
(3) In the case where the shareholders nominate for further consideration by the Board of Directors, which
more than one candidate as directors, each must comply with the laws and regulations applicable to
shareholder shall have the right to vote for the Company.