Page 369 - BAM ONE REPORT 2564 (ENGLISH VERSION)
P. 369

Form 56-1 One Report 2021
                                                                          Bangkok Commercial Asset Management Public Co., Ltd.  367




                  8.6  The decision of the meeting shall be made by a majority of votes. If the votes are equal, the Chairman of
             the Meeting shall have an additional vote as a casting vote.


                  9. Sub-committees
                  The Board of Directors may appoint one or more sub-committees to support the performance of the Board of
             Directors. Such sub-committees are responsible for reviewing matters of particular importance. The Board of Directors
             will appoint members of the sub-committees, issue Subcommittee Charter, the components of the Subcommittees
             or the determination of scope, powers, duties and responsibilities and other matters related to such sub-committees
             per the Board of Directors’ appropriate considerations. The Board of Directors will consider reviewing the charter of
             each sub-committee in each year.


                  10. Compensation
                  The Board of Directors, with the recommendation of the Nomination and Remuneration Committee, sets and
             formulates a policy on monetary and non-monetary compensation. The process of considering the compensation
             must be transparent and suitable for duties and responsibilities and must be equal to the standards of the same
             business. The remuneration rates for the Board of Directors must be approved at the Shareholders' Meeting.


             Audit Committee Charter
                  According to the Board of Directors Meeting No. 14/21, dated December 3, 2021, it was resolved to amend the
             announcement of Bangkok Commercial Asset Management Public Co. Ltd. Subject: Audit Committee Charter in order
             to comply with the best practices of the Audit Committee, which is an independent committee. Therefore, the Company's
             announcement regarding the Audit Committee Charter, which was promulgated on July 13, 2021, was cancelled, and
             shall be enforced in this Audit Committee Charter as follows:
                  1.   Principle and Rationale
                  The Board of Directors has appointed an Audit Committee to perform duties as stipulated in relevant laws and
             in accordance with the Principles of Good Corporate Governance and social responsibility to lead the Company to sustainable
             success.
                  The Audit Committee therefore has prepared a Charter of the Audit Committee to indicate the scope of duties
             and responsibilities and guidelines for good performance to be the standard in the performance of the Audit Committee
             in order to continue to perform duties to achieve the objectives of the Company.


                  2. Objectives
                  The scope of responsibility for the Audit Committee to perform the duties are as follows:
                  2.1  To assist the Board of Directors in performing their supervisory duties by reviewing the accuracy and reliability
             of the financial reports, internal control system, internal audit and risk management process.
                  2.2  To support and promote the Company’s internal operations to be effective, transparent, reliable and verifiable.
                  2.3  To monitor and ensure that the Company follows the laws, rules, regulations, charter, work practices and
             official requirements related to the Company's operations.


                  3.  Definition
                      "Company"                  means Bangkok Commercial Asset Management Public Co., Ltd.
                      "Director"                 means the directors of the Company appointed to control the operations
                                                 of the Company under the mission set by the shareholders.
                      "Board"                    means the Board of Directors
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