Page 147 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

Sub-Principle 1.4 Authority and duty of board- committees which are the Executive Committee, the
level committees Audit Committee, the Risk Oversight Committee, the
The Board of Directors appoints five board-level Corporate Governance for Sustainability Committee, the
committees, consisting of the Executive Committee, the Nomination and Remuneration Committee, and the
Audit Committee, the Risk Oversight Committee, the Technology Committee.
Corporate Governance for Sustainability Committee, the
Nomination and Remuneration Committee, and the 3.1.1 The Board of Directors
Technology Committee, to be responsible for the tasks The Board of Directors is composed of Chairman
assigned by the Board of Directors. and directors. At present, there are a total of 11
members of the Board of Directors, five of whom are
Principle 2 Determination of the Company’s independent directors, representing no less than
objectives and goals for sustainability one-third or 45.45% of the total number of directors,
Sub-Principle 2.1 Formulation of policies, goals and two of whom are female, representing 18.18% of
and strategies the total numbers of directors. The current structure of
The Board of Directors determines the policies, the Board of Directors is based on the Board skill matrix
goals and strategies for the Company’s business which covers a diversity of education, skills, expertise
operation, and considers and approves the business and experiences in line with the Company’s business
plans and annual budgets that align with the Company’s operation and includes those who have knowledge and
business operation. experiences relevant to its business.

Sub-Principle 2.2 Business operation under the 3.1.2 Independent directors
strategic plan and vision The Company instructs its independent directors
To ensure that the business is operated in line to verify and certify their independence on their own.
with the strategic plan and vision, the Board of Directors All of them meet the qualifications specified in the
therefore determines the business goals as a guideline Corporate Governance Code.
for the operation. The results of operation under the The Board of Directors’ Meeting No. 13/2021 on
plan are to be reported to the Board of Directors on a 5 November 2021 resolved to approve the policy to limit
quarterly basis. The plan is divided into four perspectives: the term of office of an independent director at nine
- Finance perspective; years. As for the board-level committee members, who
- Customer perspective; according to the best practices should be independent
- Business process/internal operation directors, the term of office of each of such members
perspective; and may also be limited at nine years under the said policy
- Learning and growth perspective and so specified in the relevant charters.
Later, the Board of Directors’ Meeting No. 14/2021
Principle 3 Strengthening of the Board of on 3 December 2021 resolved to approve an amendment
Directors’ Effectiveness to the Audit Committee Charter and the Nomination and
Sub-Principle 3.1 Structure and composition of Remuneration Committee Charter, whereby their members
the Board of Directors who are independent directors shall hold a consecutive
In terms of its structure, the Board of Directors term of office of no longer than nine years from the date
consists of the Board of Directors and board-level of appointment by the Board of Directors.