Page 380 - BAM ONE REPORT 2564 (ENGLISH VERSION)
P. 380

378   Attachment





                 2.3  To enhance knowledge and understanding of the principles of Good Corporate Governance to the Board
           of Directors Senior Executives, Executives and employees of the Company to create awareness and realize the importance
           of applying Good Corporate Governance principles into practice.
                 2.4  To supervise the Board of Directors, Senior Executives, Executives and employees of the Company to comply
           with the principles of Good Corporate Governance accurately and efficiently to build confidence for customers and
           all stakeholders.
                 2.5  To supervise the Company's operations in accordance with the rules applicable to the Company.


                 3.  Composition and Qualifications of the Corporate Governance and Social Responsibility Committee
                 3.1  Corporate Governance and Social Responsibility Committee Consists of the Company's directors and/or outsiders
           at least 3 people but not more than 5 people.
                 3.2  The Corporate Governance and Social Responsibility Committee must have the following qualifications:
                     (1)  Possess knowledge, abilities and experiences that are beneficial to the Company's business operations
                        and the knowledge and understanding of qualifications, duties and responsibilities as a member of the
                        Corporate Governance and Social Responsibility Committee
                     (2)  Able to devote sufficient time and adequate opinions in the performance of duties as a member of
                        the Corporate Governance and Social Responsibility Committee
                     (3)  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 is responsible for appointing the Chairman of the Corporate Governance and Responsibility
           Committee and Corporate Governance and Social Responsibility Committee.
                 4.2  The members of the Corporate Governance and Social Responsibility Committee, who are the Company's
           directors, have a term of office of 3 years and if they are a third party, they shall hold office for a term of 2 years but
           not more than 3 consecutive terms.
                 In this regard, the Corporate Governance and Social Responsibility Committee, whose term expires, may be
           reappointed at a later date as the Board of Directors deems appropriate.
                 4.3  Member of the Corporate Governance and Social Responsibility Committee 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 Corporate Governance and Social Responsibility Committee vacates or becomes vacant, the
           Board of Directors may appoint an individual with full qualifications as the Corporate Governance and Responsibility
           Committee member to fill the vacant position by allowing the newly appointed Corporate Governance and Social
           Responsibility Committee to hold office only for the remaining term of the former Corporate Governance and Social
           Responsibility Committee member whom he/she replaces.


                 5.  Duties and Responsibilities
                 Corporate Governance and Social Responsibility Committee has duties and responsibilities as follows:
                 5.1  Consider setting up policies, work plans, and rules on good governance, good corporate governance, Social
           and Environmental Responsibility, including conflict of Interests, in accordance with the Company's business operations
           and present all of these to the Board of Directors.
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