Page 367 - BAM ONE REPORT 2564 (ENGLISH VERSION)

Form 56-1 One Report 2021
Bangkok Commercial Asset Management Public Co., Ltd. 365

4.2 All directors must possess knowledge and expertise as according to the skill matrix set by the Company
which is in accordance with the missions and strategies of the Company.
4.3 All directors must be able to perform duties and express opinions independently and devote sufficient
time to their duties.
4.4 Directors cannot operate businesses of the same nature and in competition with the Company's business
and subsidiary, or become a partner or a director in another juristic person that operates businesses of the same nature
and is in competition with the Company's business and subsidiary whether doing it for one's own benefit or for the
benefit of others unless notified to the shareholders' meeting prior to the resolution of appointment.
4.5 Directorship in other listed companies must not exceed 5 listed companies, includes the Company itself.

5. Appointment and Term of Office
5.1 At each annual general meeting of shareholders, at least one-third (1/3) of the total directors must retire
by rotation, but if the total number cannot be divided by three; the number of directors nearest to one-third (1/3)
must retire. The director who has remained in office for the longest period must retire first and directors who retire by rotation
may be re-elected for a new position.
5.2 In addition to vacating office by rotation, the directors vacate their offices upon the followings:
(1) Death
(2) Resignation
(3) Lack of qualifications or posses prohibited characteristics as prescribed by law
(4) The shareholders' meeting passed a resolution to remove the director
(5) The director is disqualified from being a director by a court order
5.3 If the position of a committee member is vacant for reasons other than the expiration of the term, the
Board of Directors shall elect a person who is qualified and possess no prohibited characteristics as a replacement at
the next Board Meeting unless the remaining term of the director is less than two (2) months. The person elected to
replace the director will hold the office only for the remaining term of the former Committee member whom he/she
replaces by passing a resolution of the Board of Directors with the votes of not less than three-quarters (3/4) of the
total number of remaining directors.

6. Roles and Duties of the Chairman
6.1 To supervise, monitor and ensure that the board is effective in its task and achieve the objectives and main
goals of the organization.
6.2 To ensure that all directors participate in fostering an ethical corporate culture and good corporate governance.
6.3 To act as the Chairman of the Board during the Board of Directors’ meeting.
6.4 To summon the Board of Directors' meeting and act as the Chairman of the Shareholders' meeting.
6.5 To encourage/provide opportunities for directors to ask questions and discuss freely.

7. Duties and Responsibilities of the Board of Directors
7.1 Perform duties in accordance with the laws, objectives, Company's Articles of Association and the Shareholders’
meeting resolutions with responsibility, integrity, honesty and a careful consideration given for the protection of the
Company benefits.
7.2 Be responsible to shareholders on a regular basis and operate with the interests of shareholders. The information
is disclosed to the investors accurately, completely, with standards and transparency.