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The 2022 annual general meeting of shareholders the Board of Directors with the management and employees
approved the increase in the number of the Company's clearly and efficiently, and competence to deliver ideas
directors from 10 to 11 and elected Mr. Thakorn Piyapan and viewpoints from the management perspectives on
as the additional director. To consider the increase in various areas. To ensure continuity and for maximum
the number of directors and nomination of a new director, benefits to the Company, the Nomination and Remuneration
the Nomination and Remuneration Committee considered Committee proposed to the Board of Directors for further
Bangkok Commercial Asset Management Public Co., Ltd.
the Company’s Board skill matrix together with the strategic proposing to the shareholders’ meeting to consider and
plans for the Company’s business operation as well as re-elect the three directors due to retire by rotation to
technology and innovation environment which has be the directors for another term and the shareholders’
played an increasingly significant role in all businesses and meeting resolved to give approval as proposed.
volume of works under responsibilities of the Board of
Directors. It was considered necessary to increase the The Board Chairman is appointed by the Board
number of directors in order to ensure that the Company of Directors. The Board Chairman has the principal duties
has directors who have suitable skills, knowledge and of formulating the Company’s policies and overseeing
expertise to enhance diversity of perspectives, increase and monitoring, as well as evaluating the Company’s
governance efficiency and be prepared to cope with the performance. The Board Chairman’s duties are segregated
current and future changes. Mr. Thakorn Piyapan has from those of the management. The Board Chairman
knowledge, capabilities and experience as a top executive takes the main role in overseeing and ensuring that the
of a large financial institution. His experience and Board of Directors performs its duties efficiently and
understanding of digital innovation and technology are independently from the management, and ensuring that
also in line with the Company’s business strategies. the Board of Directors, top executives, executives
and employees at all levels abide by the corporate
For the directors who retire by rotation and may governance principles and business ethics in their
be re-elected for another term, the Nomination and operation until these principles have become part of
Remuneration Committee took into account the directors’ the organization culture.
time dedication, relationship with the management,
self-development and past performance, i.e. meeting Sub-Principle 3.4 Directors’ remuneration
attendance, engagement in the meetings and The Company formulates fair and appropriate
performance of duties with responsibility and integrity policy on directors’ remuneration on the fiduciary duty
throughout the term of directorship. Three directors due basis and commensurate with the accountability and
to retire by rotation according to the agenda of the 2022 responsibility prescribed in the Board of Directors Charter
annual general meeting of shareholders were as well as the strategic plans and long-term goals of the
Mr. Bunyong Visatemongkolchai, Mr. Pisit Serewiwattana, Company. Moreover, consideration is made as regards
and Mr. Bundit Anantamongkol. All of them have experience, the appropriateness and alignment with the Company’s
knowledge and expertise in the Company’s business. performance, business risk factors and overall economic
Mr. Bunyong Visatemongkolchai has specialized expertise conditions, along with comparison to industry peers of
in law and other areas while Mr. Pisit Serewiwattana similar size. The Nomination and Remuneration
has human resource management and finance Committee considers and reviews the appropriateness
knowledge, thus contributing to the Board skill matrix of directors’ remuneration and proposes it to the Board
comprehensiveness. Meanwhile, Mr. Bundit Anantamongkol, of Directors for approval before having it contained on
also the Chief Executive Officer, has high caliber to drive the agenda for consideration and approval by the annual
the organization forward, profound understanding and general meeting of shareholders.
capabilities to communicate strategies and policies from