Page 151 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

Sub-Principle 3.5 The Board of Directors’ meetings medium-term operational direction and recruitment of
The Board of Directors meets at least once a month new generation talents to work with the Company. After
or as appropriate. The Secretary to the Board of Directors the meeting, the Chairman of the Executive Board and
sets in advance the whole-year meeting schedule for the the management were informed of the results of the
upcoming year and has it notified to the directors by the meeting for further operation development.
end of the current year or early in the upcoming year so
that the directors can make time and plan their attendance Sub-Principle 3.6 The Company’s investment
of all the meetings. policy in the case of subsidiaries and/or associated
companies
To summon the Board of Directors' meeting, the At present, the Company does not have any
Secretary to the Board of Directors will send the invitation subsidiary and/or associated company. However, if, in the
letter to attend the Board of Directors’ meeting at least future, the Company makes investment to the extent
seven days ahead of the meeting date and will send meeting that the investee companies become its subsidiaries
documents at least five business days ahead of the and/or associated companies, the Company will devise an
meeting date in order to allow sufficient time for the the operational framework in accordance with its investment
Board of Directors to study the information before joining policy and will focus its investment on the business that
each meeting. The invitation letter, meeting agenda and supports the business operation of its group and creates
documents will be sent to each director via email and a synergy or generates benefit or return on investment
prepared as electronic documents. from such business.

At the meeting, the Board Chairman encourages Sub-Principle 3.7 Evaluation of directors’
the directors to exercise careful discretion and properly performance
manage the meeting time. The directors have the duty to The Board of Directors requires that a performance
attend all the Board meetings unless in case necessary. evaluation be conducted on the Board of Directors and
The Board of Directors also has the policy to prohibit the the supporting committees on a yearly basis in order to
directors and executives who are related persons or have ensure that the performance of each committee is in
beneficial interest in any agenda item from attending accordance with the corporate governance principles and
the meeting or casting votes on such agenda item, and to allow for the directors to consider and review their
the policy on the minimum meeting quorum whereby performance and address the problems and obstacles in
at least two-thirds of the total number of directors must the past year for further performance improvement.
be present at the meeting at the time of casting votes
on such agenda item. Self-assessment of the Board of Directors
Criteria: Self-assessment of the directors is
In 2022, the Board of Directors held a total of 15 divided into two types: self-assessment of the Board of
meeting s and held one meeting among the non-executive Directors as a whole and self-assessment of the Board
directors and without the presence of the management of Directors on an individual basis. In this respect, the
so that the directors could discuss and share their self-assessment forms designed by the Stock Exchange
of Thailand are adapted to suit the characteristics and
opinions freely and monitor the management's operation structure of the Company’s Board of Directors and
performance efficiently and in compliance with the used as framework for reviewing the Board of Directors’
corporate governance principles. The meeting discussed performance to encourage joint consideration of
issues relating to determination of the Company’s