Page 383 - BAM ONE REPORT 2564 (ENGLISH VERSION)

Form 56-1 One Report 2021
Bangkok Commercial Asset Management Public Co., Ltd. 381

6. Appointment and Term of Office
6.1 Board of Directors appoint the chairman and members of the Nomination Committee
6.2 Member of the Nomination Committee who is a director of the Company will assume the position for a
term in office of 3 years. In the case of an independent director, the term of office shall not exceed 9 years from the
date of appointment by the Board of Directors. A Nomination Committee member who is a third party shall hold
office for a term of 2 years but not more than 3 consecutive terms.
The Nomination Committee whose term expires may be reappointed at the next time as the Board of Directors
deems appropriate.
6.3 Member of the Nomination Committee will retire when
(1) Completing full term of rotation
(2) Resignation
(3) Death
(4) The Board of Directors resolves to vacate office.
6.4 When the Nomination Committee vacates office or becomes vacant, an individual who is fully qualified
must be appointed to fill the vacant position as a member of the Nomination Committee by allowing the newly
appointed Nomination Committee to hold office only for the remaining term of the former Nomination Committee
whom he/she replaces.

7. Duties and Responsibilities
Nomination Committee has duties and responsibilities as follows:
7.1 Determine guidelines and criteria for recruiting and screening qualified individuals and present to the
Board of Directors to be considered for the following positions:
7.1.1 Company Directors
7.1.2 Director of the Company to replace the director who vacates office
7.1.3 Members in various sub-committees who are assigned powers, duties and responsibilities from the
Board of Directors.
7.1.4 Top management
7.2 Consider and determine the annual remuneration of the Company's directors, including rules or procedures
for payment of such remuneration that is fair and reasonable. Propose to the Board of Directors to propose to the
shareholders' meeting
7.3 Propose criteria about how to evaluate performance and consider evaluating the performance, including
setting the remuneration rate of the Chief Executive Officer President and Executive Vice Presidents to present to
the Board of Directors for consideration
7.4 Consider various conditions when the company offers new securities (or share warrants) to Directors and
employees
7.5 Review the succession plan and plans to develop the potential of senior executives to prepare as a continuous
plan to have successors and present to the Board of Directors for approval
7.6 Consider and/or take any other action as Board of Directors

8. Meetings and Agenda
8.1 At the Nomination Committee meeting, there must be the Chairman of the Nomination Committee or the
individual assigned to act as the Chairman and the Directors attending the meeting together for no fewer than half of
the total number of directors to constitute a quorum.