Page 171 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

Remuneration Committee will nominate such candidates employees at all levels abide by the corporate governance
for consideration and approval by the Board of Directors principles and business ethics in their operation until these
(in the case of vacancy of a board member for any reason principles have become part of the organization culture.
other than retirement by rotation) or the shareholders for
appointment as an independent director. The Company Pursuant to the Company’s Articles of Association,
requires that the independent directors verify and certify the shareholders have the right to appoint the directors,
their independence on their own. The independent as follows:
directors, according to the Company’s definition, must (1) Each shareholder shall have one vote per
possess the qualifications specified in Guideline 3.1.2 of one share.
the Company’s Corporate Governance Code. (2) The shareholders may exercise their right
to nominate one or more candidates as
Nomination of Directors and Top Executives directors; however, the number of candidates
(a) Nomination and appointment of directors must not exceed the number of directors that
and Chairman will be appointed in that particular election.
The Company appoints the Nomination and (3) In the case where the shareholders nominate
Remuneration Committee to be responsible for screening more than one candidate as directors, each
and nominating candidates for appointment as directors. shareholder shall have the right to vote
In the recruitment and nomination process, the Nomination for each candidate in an amount equal to
and Remuneration Committee will consider such the number of shares he/she holds. The
candidates’ knowledge, capabilities and qualifications, shareholder may not allot his/her votes to
under which they must neither possess any prohibited any candidate in any number.
characteristics in accordance with the applicable laws (4) The candidates who receive the highest
nor have any conflict of interest with or any interest in number of votes shall be appointed in
the Company. descending order as directors for the same
number as the number of directors that will
The Board Chairman will be appointed by the be appointed in that particular election. In
Board of Directors. In the case where the Chairman and the case where there is an equality of votes
the President are not distinctively separated, the Chairman cast for the candidates in descending order,
of the Audit Committee or any of the independent causing the number of eligible candidates
directors shall participate in the determination of the to exceed the number of directors that will
meeting agenda with the Board of Directors in order to be appointed in that particular election,
ensure checks and balances between the Board of the chairman of the meeting shall have the
Directors and the management. casting vote so as to obtain the complete
number of directors that will be appointed
The Board Chairman has the main duty of in that particular election.
determining and supervising the Company’s policies and (b) Nomination of Chief Executive Officer
monitoring and evaluating the Company’s performance. The Company by the Board of Directors considers
The duty of the Board Chairman is segregated from the that to drive the organization toward sustainable growth
management function. The Board Chairman also plays the particularly under the current and future circumstances
main role in supervising and ensuring that the Board of where the business sector is facing high uncertainties
Directors performs its duties efficiently and independently and rapid changes, it is necessary to have personnel who
from the management and supervising and ensuring that have knowledge and capabilities of new way of business
the Board of Directors, top executives, executives and