Page 37 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

4. Determination of the company’s transparent of the government unless such operation is under the same
management structure causing no conflict of interest. terms and conditions as the competitive commercial and
The Company shall have the transparent management arm’s length for best interest of the company and
structure with check and balance system to prevent conflict shareholders according to the company’s regulation.
of interest according to the related laws and regulations of
SEC Office and Stock Exchange. 5.2 Throughout the time the FIDF is an authorized
person of SAM, the FIDF will proceed with the management
5. Determination of mechanism in maintaining policy for SAM to operate the businesses as the state’s
rights of shareholders for fairness asset management company to perform duties in resolving,
The company shall determine a mechanism to developing and restoring the national economy in need.
maintain rights of the shareholders of the company to gain However, while the country has not encountered the
fairness in the good corporate governance and corporate economic crisis, SAM can purchase additional assets for
social responsibility manual. Furthermore, the company’s management, and that it enables SAM to utilize potentials
management shall be for best interest of the company’s of personnel fully and maintain the potentials of management
businesses and shareholder in overall. of non-performing loans. This will make SAM to be the
mechanism of the government that is ready to manage
Generally, the company’s policy amendment can large non-performing loans in case of the financial institutions’
be performed under approval from the board of directors. crisis in the future.
However, to maintain rights of the Company’s shareholders
to have more fairness, the amendment or alteration of 5.3 The FIDF as a shareholder will support the
details in the conflict of interest preventive measure for Company to have the director’s structure according to a
approval by majority of votes of the company’s shareholders policy of the good corporate governance policy of the
attending the meeting and having voting right. Company and the related resolution of the board meeting,
which includes the case of the committee chairman not
Furthermore, the FIDF has a letter No. For.KorThor. being an independent director. The Company will provide
203/2561 about conflict of interest because of the company’s an independent director to jointly consider the board
shares listed in the stock exchange, dated 28 June 2018, meeting’s agenda
to the company to explain the intention, policy and measures
of the restoration plan in considering and operating necessary 5.4 The FIDF will not propose and make a vote as
and suitable works to prevent potential conflicts of interest a shareholder for the company and SAM to have a director
upon the business management and operation of the or executive as a representative from the FIDF to be the
company and SAM. The FIDF affirms that throughout the same person.
time the FIDF remains the sold major shareholder and an
authorized person of the Company (as defined in a notice 5.5 The FIDF will not use internal information of
of the Security and Exchange Commission No. Kor.Jor. the company’s businesses to make the company lose the
17/2551, dated 15 December 2008 (including amendment), best interest.
the company has duty to comply with the principles
specified in the notice of the Security and Exchange The board of directors and the audit committee have
Commission issued pursuant to Section 56 of the Securities duty to follow up that the policies and measures specified
and Exchange Act. in the letter of the FIDF No. For.Kor.Thor. 252/2558, dated
08 June 2015 and No. For.Kor.Thor. 203/2561, dated 26
5.1 The FIDF will not determine a guideline of June 2018, are implemented.
business operation for the company to be a tool of operation