Page 30 - BAM ONE REPORT 2564 (ENGLISH VERSION)

28 Part 1
Business Operation and Performance

Additionally, such transactions shall be necessary and 5. Determination of mechanism in maintaining
reasonable for best interest of the company’s businesses. rights of shareholders for fairness
The directors or executives having direct or indirectly The company shall determine a mechanism to
interest with the company’s transaction, shall not engage maintain rights of the shareholders of the company to gain
in considering approval of such transaction to prevent fairness in the good corporate governance and corporate
interest transfer. social responsibility manual. Furthermore, the company’s
management shall be for best interest of the company’s
The Company understands that the FIDF has a clear businesses and shareholder in overall.
policy in doing transactions and implementing the company’s
policy fairly, as well as complying with the principles of Generally, the company’s policy amendment can
transaction making and the company’s policy in such regard. be performed under approval from the board of directors.
However, to maintain rights of the Company’s shareholders
2. Independent trading competition promotion to have more fairness, the amendment or alteration of
The company shall be independently commercially details in the conflict of interest preventive measure for
competitive for best interest of the company’s business. approval by majority of votes of the company’s shareholders
For example, the Company shall be independent in defining attending the meeting and having voting right.
interest rate, fee, service charges, sale price or property
transfer acceptance, marketing policy and non-performing Furthermore, the FIDF has a letter No. For.KorThor.
loan bidding etc. 203/2561 about conflict of interest because of the
company’s shares listed in the stock exchange, dated 28
3. Determination of policy for purchasing and June 2018, to the company to explain the intention, policy
distributing properties for the company’s business and measures of the restoration plan in considering and
operation. operating necessary and suitable works to prevent potential
The company shall have clear and independent conflicts of interest upon the business management and
policy for considering purchase, transfer accept or operation of the company and SAM. The FIDF affirms that
distribution of non-performing loans as well as operation throughout the time the FIDF remains the sold major
of other businesses for the company’s normal trade shareholder and an authorized person of the Company
management. Additionally, the Company shall have clear (as defined in a notice of the Security and Exchange
standard about return pricing to have a fair price by Commission No. Kor.Jor. 17/2551, dated 15 December 2008
recognizing suitability of the investment’s return. (including amendment), the company has duty to comply
with the principles specified in the notice of the Security
4. Determination of the company’s transparent and Exchange Commission issued pursuant to Section 56
management structure causing no conflict of interest. of the Securities and Exchange Act.
The Company shall have the transparent management
structure with check and balance system to prevent conflict 5.1 The FIDF will not determine a guideline of
of interest according to the related laws and regulations of business operation for the company to be a tool of
SEC Office and Stock Exchange. operation of the government unless such operation is under
the same terms and conditions as the competitive
commercial and arm’s length for best interest of the
company and shareholders according to the company’s
regulation.