Page 368 - BAM ONE REPORT 2564 (ENGLISH VERSION)

366 Attachment

7.3 Determine policies, goals and strategies for the Company's operations, including considering and approving
the annual business plan and budget to be consistent with the Company's business operations.
7.4 Supervise and control the management to be in accordance with the Company's policies, goals, strategies
and business plans to achieve results under the approved budget.
7.5 Determine regulations on personnel management, finance, accounting, procurement including any verification
and the internal financial audits along with other operations of the Company.
7.6 Provide supervision on accounting system, financial report and the reliable audit programs that meet
international standards to build confidence for all stakeholders.
7.7 Supervise the recruitment of the Company's top executives, including setting the remuneration of the Chief
Executive Officer as well as the policy of determining the remuneration in accordance with the efficiency of the performance.
7.8 Provide supervision on the effective internal control system and the appropriate risk management process.
7.9 Provide supervision on the good corporate governance to be in line with the Principles of Good Corporate
Governance and social responsibility.
7.10 Consider the appointment and determine the scope of duties of the various sub-committees.
7.11 Provide supervision on the establishment of the Prevention and Management of Conflict of Interest of the
stakeholders.
7.12 Provide supervision on the communication and disclosure of information on various matters to stakeholders
accurately, completely, appropriately and in a timely manner.
7.13 Consider the succession plan of senior management.
7.14 Encourage senior management to participate in expressing opinions under changing factors affecting
organizational goals.

8. Meetings and Agenda
8.1 The Board of Directors has a meeting schedule at least once a month or as appropriate. The Board of
Directors' meeting shall be scheduled in advance so that directors can manage their time and attend meetings completely
and appropriately.
8.2 In summoning the Board of Directors' meeting, the Chairperson or an person entrusted by the Chairperson
shall send a notice summoning the meeting to the committee members not less than seven (7) days prior to the date
of the meeting except in case of urgent needs to preserve the rights or benefits of the Company. The Chairperson or
a person entrusted by the Chairperson may notify the meeting by other means and may set an earlier meeting date.
8.3 The Chairman of the Board or the Chairman of the Board Meeting may prescribe the meeting of the Board
of Directors via electronic media. In the event of a board meeting via electronic media, the operation must be in
accordance with the rules and procedures prescribed by law and in accordance with information security standards
set out in the law.
8.4 The Chairman, the Chief Executive Officer, and the general manager may jointly consider and select matters
to be included in the agenda of the Board of Directors' meeting and offers the opportunity for all directors to propose
matters that are beneficial to the Company on the agenda of the Board of Directors' meeting freely.
8.5 In the meeting of the Board of Directors, at least half (1/2) of the total number of directors must present
to constitute a quorum. The Chairman of the Board will be the Chairman of the Board Meeting. In the event that the
Chairman is not able to present at the meeting or unable to perform duties and if the Vice Chairman is present, the
Vice Chairman must then act as the Chairman. If there is no Vice Chairman or the Vice Chairman is not able to present
at the meeting or unable to perform duties. Then the members present at the meeting shall elect one among themselves
to preside over the meeting.