Page 377 - BAM ONE REPORT 2564 (ENGLISH VERSION)
P. 377

Form 56-1 One Report 2021
                                                                          Bangkok Commercial Asset Management Public Co., Ltd.  375




                  6.  Meeting and Agenda
                  6.1  The Executive Committee holds meetings at least twice a month or as appropriated.
                  6.2  The Executive Committee meeting must consist of the Chairman of the Executive Committee or the individual
             assigned to the role of chairman. The directors attending the meeting together must not be fewer than half of the
             total number of directors to constitute a quorum.
                  6.3  In the event that the Chairman of the Executive Committee is not able to present at the meeting or unable
             to perform duties, the Directors presenting at the meeting shall elect one among themselves to preside over the
             meeting.
                  6.4  The decision of the meeting shall be made by a majority vote of the number of directors attending at the
             meeting. If the votes are equal, the Chairman will have an additional casting vote.
                  6.5  Agenda for the meeting shall be set in written statement in advance and the meeting documents shall be
             delivered to the Executive Committee in advance of the meeting.


                  7. Reporting
                  The Executive Committee reports to the Board of Directors at least once a year in relation to the activities of the
             Executive Committee and gives suggestions as appropriated.


                  8.  Review and Suggestion
                  The Executive Committee shall review the Charter every year and be able to suggest additional changes as it
             deems appropriate. This will be presented to the Board of Directors for consideration as the case may be.


             Risk Oversight Committee Charter
                  According to the Board of Directors Meeting No. 8/2021, June 4, 2021, it was concluded the approval of reviewing
             the Risk Oversight Committee Charter as a tool for the management of the Company, including the Company has Good
             Corporate Governance which is able to operate effectively. Therefore, the approval to cancel the announcement of
             the Company regarding the Charter of the Risk Supervisory Board dated March 5, 2021 has been processed, and shall
             be replaced by this Company’s announcement as follows:
                  1.  Principle and Reason
                  Operating a business always involves risks. In order to operate in accordance with the set goals, the Board of
             Directors has therefore appointed the Risk Oversight Committee to perform duties in relation to the risk management
             that may occur to the Company and taken advantage of any potential opportunities effectively.

                  2. Objective
                  To ensure that the Company's operations are in accordance with the principles of good governance and to
             communicate to the executives and employees on the reasons for establishing the Risk Supervisory Committee, the
             composition and powers and duties of the Corporate Governance Committee along with the roles and responsibilities
             on the part of  executives and related employees. This charter will be reviewed and adjusted to suit the organization's
             policies and changing situations.

                  3.  Compositions and Qualifications of the Risk Oversight Committee
                  3.1  The Risk Oversight Committee consists of Company director and/or third parties at least 3 persons, of which
             1 director is the Chief Executive Officer or top management or other equivalent positions
                  3.2  The Risk Oversight Committee members must possess the following qualifications:
                     (1)  Possess knowledge, abilities and experiences to be able to act in suggesting advices on the Company's
                            risk management
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