Page 371 - BAM ONE REPORT 2564 (ENGLISH VERSION)

Form 56-1 One Report 2021
Bangkok Commercial Asset Management Public Co., Ltd. 369

(c) a company which is subject to control over the business of the company
under (b) in succession starting from being under the control over the
company under (b).
"Subsidiary of the same order" means two or more subsidiaries that have the same parent company,
regardless of the subsidiary level in the company.
"Associated Company" means the company that the Company or a subsidiary has the power to
participate in decision-making regarding the financial and operating policies
of the Company but not to the level of having control over such policies
and is not considered a subsidiary or joint venture.
In the event that the Company or a subsidiary holds shares, either directly
or indirectly, collectively from twenty percent but not more than fifty
percent of the total voting rights of the Company, it is assumed that the
Company or the subsidiary has the power to take part in making decisions
under the first paragraph unless proven otherwise.
"Controller" means a shareholder or any other person who, by circumstance, has a
significant influence over the management policy formulation or the
operation of the Company, regardless of whether such influence is due to
being a shareholder, authorized under the contract, or any other reasons,
especially it is a person who meets one of the following characteristics:
(a) a person having the right to vote, directly or indirectly, more than
twenty-five percent of the total number of voting shares of the Company.
(b) a person who, by circumstance, is able to control the appointment or
removal of the Company's directors. (c) persons who, by circumstance,
can control those responsible for policy formulation, management, or
operations of the Company to ensure its compliance with their orders in
the formulation of policies, management, or operation of the Company.
(d) persons who, by circumstance, operate in the Company or are
responsible for the operations of the Company of equivalent level to
the directors or executives including persons holding positions with the
same powers and duties as those of the Company.
"SET" means the Stock Exchange of Thailand

4. Compositions and Qualifications of the Audit Committee
4.1 The Audit Committee must consist of one Chairman of the Audit Committee and no fewer than 3 members
but not more than 5 members of the Audit Committee, who must be independent directors.
4.2 At least one member of the Audit Committee must possess sufficient knowledge and experiences in accounting,
finance, or other knowledge to be able to review the reliability of financial statements.
4.3 Appointed by The Chairman of the Audit Committee and all members of the Audit Committee must possess
the following qualifications:
(1) Appointed by the Board of Directors or the shareholder meeting of the Company.
(2) Be an independent director.
(3) Not being a director who has been assigned by the Board of Directors to make decisions regarding operations
of the Company, the parent company, subsidiary companies, associated companies, the same level
subsidiary major shareholders, or authorized persons of the Company.