Page 389 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

4. Qualifications of Company Directors
4.1 All directors must possess the required qualifications, and possess no prohibited characteristics, as prescribed

by the law on public limited companies Emergency Decree on Asset Management Company, law on Securities and
Exchange, and the Company’s Articles of Association. The directors must not possess any characteristics that indicate
a lack of suitability to be entrusted with the management of the business as prescribed by The Office of the Securities
and Exchange Commission.
4.2 All directors must possess knowledge and expertise as according to the skill matrix set by the Company
which is in accordance with the missions and strategies of the Company.
4.3 All directors must be able to perform duties and express opinions independently and devote sufficient time
to their duties.
4.4 Directors cannot operate businesses of the same nature and in competition with the Company’s business
and subsidiary, or become a partner or a director in another juristic person that operates businesses of the same nature
and is in competition with the Company’s business and subsidiary whether doing it for one’s own benefit or for the

benefit of others unless notified to the shareholders’ meeting prior to the resolution of appointment.
4.5 Directorship in other listed companies must not exceed 5 listed companies, includes the Company itself.

5. Appointment and Term of Office
5.1 At each annual general meeting of shareholders, at least one-third (1/3) of the total directors must retire
by rotation, but if the total number cannot be divided by three; the number of directors nearest to one-third (1/3) must
retire. The director who has remained in office for the longest period must retire first and directors who retire by rotation
may be re-elected for a new position.
5.2 In addition to vacating office by rotation, the directors vacate their offices upon the followings:

(1) Death
(2) Resignation
Lac of qualifications or posses prohibited characteristics as prescribed by l
Th shareholders’ meetin passed resolution remov th director
Th director is disqualified fr bein director by cour order
5.3 If the position of a committee member is vacant for reasons other than the expiration of the term, the
Board of Directors shall elect an person who is qualified and possess no prohibited characteristics as a replacement at
the next Board Meeting unless the remaining term of the director is less than two (2) months. The person elected to
replace the director will hold the office only for the remaining term of the former Committee member whom he/she
replaces by passing a resolution of the Board of Directors with the votes of not less than three-quarters (3/4) of the
total number of remaining directors.

6. Roles and Duties of the Chairman
6.1 To supervise, monitor and ensure that the board is effective in its task and achieve the objectives and main
goals of the organization.
6.2 To ensure that all directors participate in fostering an ethical corporate culture and good corporate governance.