Page 374 - BAM ONE REPORT 2564 (ENGLISH VERSION)

372 Attachment

(7) Overall opinions or observations reached by the Audit Committee in performing their duties in accordance
with the Audit Committee Charter.
(8) Other items that shareholders and general investors should be aware of under the scope of duties and
responsibilities assigned by the Board of Directors.
6.9 While performing the duties of the Audit Committee, if the following items or actions are found or suspected
which may have a significant impact on the financial position and operating results of the Company, the Audit Committee
shall report to the Board of Directors to address those issues within the period that the Audit Committee deems appropriate.
(1) Conflicts of interest items.
(2) Fraud, abnormality, or any major defect in the internal control system.
(3) Violation of Securities and Exchange Laws, SET regulations or laws related to the Company's business.
If the Board has committed no action in addressing the issues within the specified period, any member of the
Audit Committee may report those issues against the Securities and Exchange Commission or the Stock Exchange of Thailand.
6.10 Approve the Charter of the Internal Audit Unit, audit plan, and annual budget of the Internal Audit Unit.
6.11 Prepare the Audit Committee's Charter in accordance with the scope of the Company's operational responsibilities
which must be approved by the Board of Directors. The suitability of the aforementioned charter shall be reviewed at
least once a year.
6.12 Perform any other tasks as prescribed in the laws, rules and/or regulations applicable to the Company or as
assigned by the Board which are under the scope of duties and responsibilities of the Audit Committee.
6.13 In performing the duties under this Charter, the Audit Committee will report directly to the Board of Directors,
and the Board of Directors is still subject to the responsibilities of conducting Company operations with outsiders.

7. Meetings and Agendas
7.1 The Audit Committee must hold a meeting at least once a quarter. If necessary, the top management, executives,
or other persons may be invited to attend the meeting. The Audit Committee must also hold meetings with the auditor
without the presence of management, executives, or other persons at least once a year.
7.2 The quorum of the Audit Committee must consist of no fewer than three-fifths of the Audit Committee
members. In the event that the Chairman of the Audit Committee is not able to present at the meeting or is unable to
perform his duties, the Audit Committee members presenting at the meeting shall elect one member to preside over the
meeting.
7.3 The decision of the meeting shall be made by a majority of votes. Each member of the Audit Committee has
1 vote and he/she must not have an interest in such agenda. If the votes are equal, the Chairman of the Meeting shall be
the arbiter.
7.4 The agenda should be formulated in written statement in advance. The meeting documents must be sent to
the Audit Committee at least 3 days prior to the meeting, and the secretary of the Audit Committee shall record the
minutes of the meeting.
7.5 The Chairman of the Audit Committee may convene an additional Audit Committee meeting upon a request
from the Audit Committee, Internal Auditor, Auditor, or Chairman of the Board of Directors to consider issues that are
essential to be discussed together.

8. Reporting
8.1 The Audit Committee shall report their opinions freely per their assigned duties without regard to personal
interests and not under any influence.
8.2 The Audit Committee must report the internal audit performance of the Audit Committee to the Board at least
th
once per quarter within 60 days from the end of each quarter, with the exception of the 4 quarter operating results
report, which must be prepared as an annual performance report.
8.3 Disclose the annual performance report of the Audit Committee and the auditor's remuneration in the Company's
annual report.