Page 170 - BAM ONE REPORT 2564 (ENGLISH VERSION)

168 Part 2
Corporate Governance

(c) Nomination of President by the Securities and Exchange Act B.E. 2535,
The Nomination and Remuneration Committee as amended, regarding prevention of the use
will select and nominate candidates who have the of inside information for securities trading or
appropriate knowledge, ability, and experience for the entering into derivatives contracts (Insider
Board of Directors’ consideration in accordance with the Trading).
laws and regulations applicable to the Company. 4. To build confidence among the shareholders,
stakeholders, and general investors.
Supervision of the Operation of Subsidiaries and
Associated Companies The Company determines the guidelines on the
At present, the Company does not have any use of inside information for securities trading or entering
subsidiary and/or associated company. However, if, in the into an obligation under derivatives contracts that involve
future, the Company makes investment to the extent the Company’s securities, as follows:
that the investee companies become its subsidiaries 1. Not to use the Company’s inside information
and/or associated companies, the Company will devise for securities trading or for entering into
an operational framework in accordance with its policy on derivatives contracts that involve the Company’s
investment in subsidiaries and/or associated companies securities.
in accordance with Guideline 3.6 of the Company’s
Corporate Governance Code. The persons designated by the Company
(those whose positions or duties allow them to have
Supervision of the Use of Inside Information access to the Company’s inside information) must follow
The Company announces and adopts the policy the laws on prohibition of the use of inside information for
on prevention of the use of inside information for securities securities trading or for entering into derivatives contracts
trading or entering into derivatives contracts (inside that involve securities, as prescribed in Section 242 of
information refers to any information that has not yet the Securities and Exchange Act B.E. 2535, as amended,
been made public and is material to changes in price which prohibit any persons who know or possess the
or value of securities) in accordance with the following inside information of securities-issuing companies from
objectives: conducting the following actions:
1. To provide the rules and guidelines for 1.1) Not to engage in securities trading or enter
prevention of the use of inside information for into derivatives contracts, whether for oneself
securities trading or entering into derivatives or for other person, except for one of the
contracts. following transactions:
2. To notify the Company’s directors, members a) Transactions performed to comply with
of the board-level committees, executives, the laws, court orders, or orders of the
employees, and staffs so that they will agencies that have the legal authority;
acknowledge and abide by the Company’s b) Transactions performed to honor the
prohibition on the use of inside information for obligation under the derivatives
securities trading or entering into derivatives contracts that were entered into
contracts. before one knows or possesses the
3. To notify the Company’s directors, members inside information of securities-issuing
of the board-level committees, executives, companies;
employees, and staffs so that they will abide