Page 180 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Roles and duties of the Chairman
(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.
(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.
Bangkok Commercial Asset Management Public Co., Ltd.
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.
Profiles of the directors are presented in Attachment 1 in the item of Information of the Directors, Executives,
The Board of Directors’ meetings
In 2022, the meetings of the Board of Directors and sub-committees were held with both physical and online
attendance. The annual general meeting of shareholders 2022 was organized by electronics means. Details of each
director’s number and proportion of attendance are as follows:

“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 Table showing attendance of the directors in the meetings of the Board of Directors, the sub-committees and
Company’s seal affixed.” the General Meeting of Shareholders in 2022

The board of directors have duty and responsibility to supervise the business and operate works according to Board of Directors Audit Committee
the laws, objectives, articles of association and resolution of the shareholder’s meeting as follows Name Position
(A) Perform duty as per the laws, objectives and articles of the association as well as resolution of the

(B) Be responsible for shareholders constantly and maintain interest of the shareholders, disclose information Total number of meetings held 15 16
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 Proportion (%) (100.00) (100.00)

(D) Supervise and control the management as per the policy, target, strategy and business plan of the Company Meeting means Physical Online Physical Online
to achieve the result under approved budgets.
(E) Determine regulations about human resource, finance, accounting, procurement as well as audit and
1. Mrs. Tongurai Limpiti Chairman 4/15 11/15
(F) Supervise the accounting system, financial reporting and auditing to be reliable and meet the universal (26.67) (73.33) (100.00)
standard to assure every stakeholder.
(G) Supervise the nomination of top executives of the company and define the remuneration of the chief 2. Mr. Bunyong Visatemongkolchai Vice Chairman 3/15 12/15
executive, including the remuneration policy according to overall operations effectively. Chairman of the Executive Board (20.00) (80.00) (91.11) (100.00)
(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 3. Mr. Vasant Thienhom Independent Director 4/15 11/15 - 16/16 1/14 13/14 1/1 -
(K) Supervise the system to prevent conflict of interest among stakeholders.
(L) Supervise the information communication and disclosure to stakeholders correctly, completely, suitably Chairman of the Audit Committee (26.67) (73.33) (100.00) (7.14) (92.86) (100.00)
Chairman of the Nomination and

(M) Consider a succession plan of top executives Remuneration Committee
(N) Promote tope executive to participate in giving opinions under changing factors with effects on the
organization’s goal