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Sub-Principle 3.2 Term of office of the Board regulations of the regulatory authorities and the
of Directors Company’s regulations nor have any conflict of interest
For the term of office of the Board of Directors, with or beneficial interest in the Company’s business.
at every annual general meeting of shareholders, No director may hold directorship positions in more than
one-third (1/3) of the directors shall retire from office, five listed companies, inclusive of the directorship
or in the case where the number of directors is not a position in the Company. In addition, the Nomination
Bangkok Commercial Asset Management Public Co., Ltd.
multiple of three (3), then the number nearest to and Remuneration Committee takes into consideration
one-third (1/3) shall retire from office. the Board diversity, i.e., gender, age, knowledge,
The directors to retire from office in the first year experience, necessary skills and specialized expertise
and the second year after registration of the Company which is beneficial to the Company, comprising AMC
shall be decided by drawing lots. In subsequent years, business management (debt and property restructuring),
the directors who have been the longest in office shall finance, accounting, law, human resources, information
retire first. The directors retiring by rotation are eligible and digital technology, innovation, and governance, risk
for re-election. and compliance (GRC), as well as other experience and
Apart from retiring from office by rotation, the expertise which are responsive to the Company’s
directors shall vacate office upon: business goals and strategies.
(1) death;
(2) resignation; In this relation, the Company has prepared and
(3) disqualification or possession prohibited applied the Board skill matrix in its consideration and
characteristics as prescribed by laws; nomination of directors to ensure that the Board of
(4) removal by resolution of a shareholders’ Directors as a whole has suitable qualifications and
meeting; or components of knowledge and expertise and to support
(5) removal by a court order. consideration and determination of qualifications of
directors to be nominated in line with the Company’s
Sub-Principle 3.3 Nomination and appointment business strategies and operation, as well as to benefit
of members and chairman of the Board of the preparation of training and development of skills for
Directors directors. Each year, the Secretary to the Board of
For the nomination and appointment of directors, Directors submits the Board skill matrix to all directors
the Company has appointed the Nomination and for their review and update. At present, the Board skill
Remuneration Committee to be in charge of considering, matrix sufficiently contains diverse and necessary skills
selecting and nominating candidates for appointment suitable for the Company’s business operation. In term
as directors. The Nomination and Remuneration of debt and property restructuring, which is the Company’s
Committee recruits and nominates candidates based on core business, Mr. Bunyong Visatemongkolchai, Vice
their knowledge, capabilities and qualifications. The Chairman of the Board of Directors and Chairman of the
candidates must neither possess any prohibited Executive Board, has direct experience in this field.
characteristics in accordance with the applicable laws,