Page 179 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

Remarks : /1 Mr. Tibordee Wattanakul was appointed as director and member of the Technology Committee on
7 January 2022 according to the resolution of the Board meeting no. 1/2022 on 7 January 2022 as (a) To oversee, monitor and ensure that the Board of Directors performs duties with efficiency and achievement
a replacement of Miss Wilai Tantinantana who vacated office on 30 November 2021, and was appointed of the objectives and main goals of the organization.
as member of the Corporate Governance for Sustainability Committee on 6 May 2022 according to (b) To ensure that all directors participate in fostering the ethical corporate culture and good corporate
the resolution of the Board meeting no. 8/2022 on 6 May 2022. governance.
/2 Mr. Thakorn Piyapan was appointed as an independent director on 22 April 2022 according to the resolution (c) To perform as the Chairman of the Board of Directors’ meeting.
of the annual general meeting of shareholders 2022 convened on 22 April 2022, and was appointed as (d) To summon the Board of Directors' meeting and perform as the Chairman of the shareholders' meeting.
member of the Technology Committee on 6 May 2022 according to the resolution of the Board meeting (e) To encourage/provide opportunities for directors to ask questions and discuss freely.
no. 8/2022 held on 6 May 2022.
/3 Profiles of th directors ar presented in Attachmen in th of Information of th Directors Executives,
Controlling Persons, Head of Accounting and Finance, Person Directly in Charge of Account Preparation,
and Company Secretary”

Authorized directors of the Company
“Any two of the five directors, namely (1) Mr. Bunyong Visatemongkolchai, (2) Mr. Bundit Anantamongkol, (3)
Mr. Satorn Topothai, (4) Mr. Pisit Serewiwattana, and (5) Mr. Tibordee Wattanakul are authorized to co-sign, with the
Company’s seal affixed.”

Scope of authority and duty of the board of directors
The board of directors have duty and responsibility to supervise the business and operate works according to
the laws, objectives, articles of association and resolution of the shareholder’s meeting as follows
(A) Perform duty as per the laws, objectives and articles of the association as well as resolution of the
shareholder’s meeting with integrity, honesty and cautiousness with interest of the company.
(B) Be responsible for shareholders constantly and maintain interest of the shareholders, disclose information
to the investors correctly, completely and transparently as per the standard.
(C) Define a policy, target, strategy for business operation of the company and consider approving the business
and budget plan in accordance with the company’s business operation
(D) Supervise and control the management as per the policy, target, strategy and business plan of the Company
to achieve the result under approved budgets.
(E) Determine regulations about human resource, finance, accounting, procurement as well as audit and
internal audit and other businesses of the company.
(F) Supervise the accounting system, financial reporting and auditing to be reliable and meet the universal
standard to assure every stakeholder.
(G) Supervise the nomination of top executives of the company and define the remuneration of the chief
executive, including the remuneration policy according to overall operations effectively.
(H) Supervise the internal control system to be efficient with suitable risk management.
(I) Supervise corporate governance according to the governance, social and environmental responsibility,
including sustainable development.
(J) Consider appointing and setting scope of duties of the sub-committees
(K) Supervise the system to prevent conflict of interest among stakeholders.
(L) Supervise the information communication and disclosure to stakeholders correctly, completely, suitably
and punctually
(M) Consider a succession plan of top executives
(N) Promote tope executive to participate in giving opinions under changing factors with effects on the
organization’s goal