Page 220 - BAM ONE REPORT 2564 (ENGLISH VERSION)

218 Part 2
Corporate Governance

Necessity and reasonableness of related party transactions
The Audit Committee Meetings No. 2/2020 on February 27, 2020 and No. 4/2021 on February 25, 2021 considered

the Company’s related party transactions conducted in the fiscal years ended December 31, 2019 and December 31, 2020
respectively, along with request for information from the Company’s management and review of information presented
in notes to the consolidated financial statements audited or reviewed by the Company’s auditor, and then was of the
opinion that the Company’s related party transactions in the fiscal years ended December 31, 2019 and December 31,
2020 were conducted in the usual course of business operation of the Company and in conformity with the same
commercial terms as those an ordinary person would agree with any unrelated counterparty under similar circumstances,
on the basis of commercial negotiation and without any influence resulting from the status of the counterparty as
a person with a possible conflict (arm's length basis).

Measures or procedures for approval of related party transactions
The Board of Directors’ Meeting No. 11/2018 on June 19, 2018 considered and approved the policy and

procedures for related party transactions to ensure that the transactions between the Company’s group and other
individual or juristic persons that may have a conflict would be conducted transparently and also to protect the
Company’s interest, the details of which are as follows:

The entry into related party transactions or connected transactions of the Company shall be in line with the
regulations prescribed in the law governing securities and exchange, the Notification of the Capital Market Supervisory
Board Re: Rules on Connected Transactions, the Notification of the SET Board of Governors Re: Disclosure of Information
and Other Acts of Listed Companies Concerning the Connected Transactions, and other relevant regulations of the
Office of the SEC and/or the SET, and shall also comply with the rules on disclosure of related party transactions in

notes to the financial statements audited by the Company’s auditor and the annual registration statement (Form 56-1).

In principle, the management can approve the entry into any such transactions, provided that such transactions
have the same commercial terms as those an ordinary person would agree with any unrelated counterparty under similar
circumstances, on the basis of commercial negotiation and without any influence resulting from the status of the director,
executive or related person, and the Company shall prepare a summary report on such transactions for presenting to
the following Board of Directors’ meeting.

In the case where it is required by law that the Company must obtain approval from the Board of Directors’
meeting or the shareholders’ meeting prior to entering into any connected transaction, the Company will arrange for the
Audit Committee to consider and give opinion on such transaction. The opinion of the Audit Committee will be

presented to the Board of Directors’ meeting or the shareholders’ meeting, as the case may be, to ensure that the
entry into the transaction as proposed will be in the best interest of the Company.

In the case where there is any related party transaction between the Company and the person who may have a
conflict of interest or has an interest or may have a conflict of interest in the future, the Audit Committee will give
opinion regarding necessity of the entry into such transaction and appropriateness of price of the transaction based
on the terms and conditions that must conform with the usual course of business operation in the industry and also