Page 172 - BAM ONE REPORT 2565 (ENGLISH VERSION)

166

management in the face of digital transformation and Supervision of the Operation of Subsidiaries
disruption and the competence to explore fresh business and Associated Companies
opportunities, both at home and abroad. To consider At present, the Company does not have any
and select the Chief Executive Officer (CEO), it is essential subsidiary and/or associated company. However, if, in
to first have appropriate nomination guidelines and the future, the Company makes investment to the extent
procedures in place to ensure that the Company’s CEO that the investee companies become its subsidiaries
Bangkok Commercial Asset Management Public Co., Ltd.
would be able to manage the Company’s business and/or associated companies, the Company will devise
continuously. an operational framework in accordance with its policy
on investment in subsidiaries and/or associated
The Nomination and Remuneration Committee companies in accordance with Guideline 3.6 of the
has from time to time considered and assessed the Company’s Corporate Governance Code.
appropriateness of the circumstances to determine
guidelines and method for CEO nomination as well as Supervision of the Use of Inside Information
CEO qualifications. The nomination can be from inside The Company announces and adopts the policy
or outside the organization or by the Board of Directors. on prevention of the use of inside information for
Consideration is made on such qualifications as knowledge, securities trading or entering into derivatives contracts
capabilities, experience in holding a position in (inside information refers to any information that has
organizations of similar asset size to the Company, and not yet been made public and is material to changes in
expertise in the functions relevant to the Company’s price or value of securities) in accordance with the
businesses. The CEO must have leadership skill, board following objectives:
vision, and transparent professional record, possess no 1. To provide the rules and guidelines for
prohibited characteristics according to the Notifications prevention of the use of inside information for
of the Office of the Securities and Exchange Commission, securities trading or entering into derivatives
and adhere to the principle of equality, such as no contracts.
discrimination in terms of gender, age, nationality, etc. 2. To notify the Company’s directors, members
for achievement of the operational goals. of the board-level committees, executives,
employees, and staffs so that they will
The Nomination and Remuneration Committee acknowledge and abide by the Company’s
screens the qualifications of candidates as prescribed to prohibition on the use of inside information
select a candidate who is considered having the capability for securities trading or entering into
to manage and drive the organization’s strategies toward derivatives contracts.
achievement of the goals. The Committee also negotiates 3. To notify the Company’s directors, members
the remuneration and conditions of the employment of the board-level committees, executives,
contract with the selected candidate before proposing to employees, and staffs so that they will abide
the Board of Directors for consideration and approval of by the Securities and Exchange Act B.E. 2535,
the selected candidate and employment conditions. This as amended, regarding prevention of the use
is compliant with the applicable laws and regulations to of inside information for securities trading or
the Company. In case the person is nominated as a director, entering into derivatives contracts (Insider
the procedures for election of director must be carried Trading).
out accordingly. 4. To build confidence among the shareholders,
stakeholders, and general investors.