Page 378 - BAM ONE REPORT 2564 (ENGLISH VERSION)

376 Attachment

(2) Possess no prohibited characteristics as specified in the law on public limited companies, Securities and
Exchange Law, and other relevant laws

4. Appointment and Term of Office
4.1 The Board of Directors appoints the Chairman of the Risk Oversight Committee and Risk Oversight Committee
4.2 Members of the Risk Oversight Committee who are the Company's directors shall hold office for a term of
3 years, while the Risk Oversight Committee member who is a third party shall hold office for a term of 2 years, but
not more than 3 consecutive terms.
In this regard, the Risk Oversight Committee member whose term is due may be reappointed at the next time
as the Board of Directors deems appropriate.
4.3 The Risk Oversight Committee member shall vacate office upon
(1) Completing full term of rotation
(2) Retiring from being a director of the Company
(3) Resignation
(4) Death
(5) The Board of Directors has passed a resolution to vacate office.
4.4 When the Risk Oversight Director vacates office or becomes vacant, the Board of Directors may appoint an
individual who is fully qualified to be the Risk Oversight Director to fill the vacant position by allowing the newly appointed
the Risk Oversight Director to hold office only for the remaining term of the former the Risk Oversight Director whom
he/she replaces.

5. Duties and Responsibilities
The Risk Oversight Director has duties and responsibilities as follows:
5.1 Set guidelines for risk management at the organizational, department / institute / office levels and provide
consultation on risk management.
5.2 Consider and approve rules and procedures for risk management
5.3 Follow up on the development of risk management guidelines and supervise the establishment of a risk
management system that is linked to the organization's strategy
5.4 Follow up on the organization's critical risk identification and assessment process as appropriate to the situation
5.5 Consider and approve the results of the annual risk analysis and risk management plans
5.6 Report to the Board of Directors on progress in risk management and report the risk status of the organization
5.7 Communicate and coordinate with the Audit Committee regarding the key risks
5.8 Follow up and drive the development of personnel's capabilities, organizational culture, and continuous
improvement of the risk management to ensure that employees at all levels are informed of the risks and risk control
of all departments
5.9 Appoint officers or sub-working groups to ensure appropriate and effective risk supervision
5.10 Emphasis is placed on the integration of work processes related to governance, risk management, and compliance
to regulations, including coordination and exchange of information between various related sub-committees to achieve
integration in working together and fostering an atmosphere and culture to support GRC throughout the organization.
5.11 Perform other tasks as assigned.

6. Meeting and Agenda
6.1 The Risk Oversight Committee has a meeting agenda at least once a quarter as necessary or as appropriate.