Page 382 - BAM ONE REPORT 2564 (ENGLISH VERSION)
P. 382

380   Attachment





          Nomination and Remuneration Committee Charter
               According to the Board of Directors Meeting No. 14/21, dated December 3, 2021, resolved to approve the amendment
          of the announcement of the Bangkok Commercial Asset Management Public Company Limited, regarding Nomination
          and Remuneration Committee Charter to comply with the best practices of the Nomination and Remuneration Committee;
          Therefore, the Nomination and Remuneration Committee Charter was issued as follows:

                1.  Cancellation of Announcements
               Cancel the Announcement of the Bangkok Commercial Asset Management Public Company Limited Re: Charter
          of the Nomination and Remuneration Committee, announced on November 2, 2020 and replaced by this announcement.


               2.  Definition
                   "Nomination Committee"     means   Nomination and Remuneration Committee
                   "Nomination Director"      means   Nomination and Remuneration Director
                   "Independent Director"     means  Independent Director according to the Notification of the Capital
                                                     Market Supervisory Board No. TorJor. 39/2559 on the request for
                                                     permission and permission to propose to Sell newly issued shares
                   “High-level executives”     means   Chief Executive Officer, General Manager and Senior Executive Vice
                                                     President, Executive Vice President, or an equivalent position
                                                     called by another name. However, according to the organizational
                                                     structure approved by the Board of Directors.

               3.  Principle and Rationale
               Board of Directors has appointed the Nomination Committee to comply with the principles of Good Corporate
          Governance and Social Responsibility to lead the company to sustainable success


               The Nomination Committee of the Company has prepared a charter of the Nomination Committee to define
          the scope of duties and responsibilities and guidelines for good performance to be the standard in the performance
          of the Nomination Committee in order to be able to continue performing duties to achieve the objectives of the
          Company.

               4. Objectives
               Nomination Committee was established with the following objectives:
               4.1  To formulate policies, lay down rules and guidelines for the company on a standard for nominating qualified
          individuals serving as directors and senior management.
               4.2  To support and promote the Company’s internal operations to be efficient, transparent, reliable and verifiable.



               5.  Composition and Qualifications of the Board
               5.1  The Nomination Committee consists of at least 3 directors and/or outsiders, but not more than 5 people
          with at least 2 directors and at least 1 independent director. The chairman of the board should not be a member
          of Nomination Committee in order to perform the duties of the Nomination Committee that are verifiable and balanced.
               5.2  Nomination Committee must have the appropriate knowledge, abilities, qualifications and experiences.
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