Page 372 - BAM ONE REPORT 2564 (ENGLISH VERSION)

370 Attachment

(4) Not being a director of a listed parent company, a subsidiary or a subsidiary of the same level.
(5) Possess sufficient knowledge and experiences to be able to perform duties as an Audit Committee.
(6) A person who can devote time to perform duties, express opinions, or report on the performance
of the assigned duties with independence and objectivity.
(7) Not being a director who was assigned by the Board of Directors to set policies or regulations or have
the power to make administrative decisions, as well as not being an employee, staff member or advisor
who receives salary or regular remuneration from the Company, related persons or companies related to
the Company or major shareholders, whether while holding the position of the Chairman of the Audit
Committee or Member of the Audit Committee or within 2 years prior to the date of appointment as
Chairman of the Audit Committee or Member of the Audit Committee.
(8) Not having a conflict of interest with the Company, whether while holding the position of the Audit
Committee Chairman or the Audit Committee or within 2 years prior to the date of being appointed as
the Chairman of the Audit Committee or Member of the Audit Committee.
(9) Not being an ascendant, descendant or spouse of a Director, Chief Executive, Executive, the high-level
executive of the Internal Audit Unit, Internal Auditor of the Company or Internal Auditors of businesses
that the Company has a role in a decision-making on the policies and operations of the aforementioned
businesses.
4.4 The head of the Internal Audit Unit shall be the secretary of the Audit Committee by position to assist the
Audit Committee's operations with regard to setting up meeting appointments, preparing agendas, delivering meeting
documents, and recording the minutes of the meeting.
4.5 The secretary of the Audit Committee has no right to vote.

5. Appointment and Term of Office
5.1 The Board of Directors shall be responsible for appointing members of the Board of Directors and the
Chairman of the Committee shall not be an Audit Committee.
5.2 The Board of Directors may appoint the Chairman of the Audit Committee or have all appointed members
of the Audit Committee elect one person to be the Chairman of the Audit Committee, and the Board of Directors shall
report the appointment or changes in the appointment of the Audit Committee to the relevant agencies within the
specified period.
5.3 The Audit Committee has a term of office and performance according to the term of being a director, provided
that the term of office is not more than 9 years from the date of appointment by the Board of Directors.
5.4 The Audit Committee member vacates the office upon the following:
(1) Completed the term
(2) Lack of qualifications of the Audit Committee
(3) Death
(4) Resignation
(5) Withdrawn by the committee
(6) Sentenced to imprisonment according to the final judgment or a lawful order to imprisonment, with
the exception of an offense committed by negligence or a petty offense.
(7) Be an incompetent or a quasi-incompetent person
(8) A bankruptcy order is made against that person