Page 388 - BAM ONE REPORT 2565 (ENGLISH VERSION)

382

Attachments: 7 Charters of Various Committees

Board of Directors Charter
According to the Board of Directors’ meeting no. 15/2022 on December 2, 2022, it was resolved to approve the
review of the Board of Directors Charter to be in accordance with the good corporate governance principles. Therefore,
Bangkok Commercial Asset Management Public Co., Ltd.
the Company’s notification on the Board of Directors Charter dated January 7, 2021 was repealed and replaced by this
notification with details as follows:

1. Principle and Rationale
The Board of Directors have a role and responsibility as an organization leader to maintain the interests of
shareholders and stakeholders by setting policies, goals, strategies and business directions both at the present time and
in long term. They are also expected to determine the audit process and supervise the Company’s business operations
in accordance with the laws, objectives and regulations of the Company to be transparent in order to add value to the
organization towards sustainability.

2. Objectives
To ensure that the Company’s operations are in accordance with the Principles of Good Corporate Governance

This charter is therefore established to ensure that all directors of the Company are aware of their roles, duties and
responsibilities. It is also to communicate to all executives and employees the reasons for the establishment of the Board
of Directors, its composition, roles, duties and responsibilities and guidelines for the performance of duties of the Board
of Directors.

3. Composition of the Board of Directors
3.1 Board of Directors must consist of at least 5 directors.
3.2 Not less than half (1/2) of the total number of directors must reside in the kingdom, and all directors must
possess the qualifications, and possess no prohibited characteristics, as prescribed by law.
3.3 The Board of Directors must include the independent directors of at least one third (1/3) of the total
number of directors but not less than three (3) persons.

3.4 The person holding the position of Chairman and the person holding the position of the highest executive
or equivalent position called by any other name must not be the same person.

If the chairman is not an independent director or chairman, and the chief executive is a member of the same
family or the chairman is a member of the executive committee, or working group or is assigned to have administrative
responsibilities, the board should therefore promote a balance of power between the board and the management by
considering the followings:
(1) The composition of the board consists of not less than half of the independent directors, or
(2) Appoint the Chairman of the Audit Committee or any independent shall participate in the decision making

of the agenda setting. Board of Directors Meeting