Page 390 - BAM ONE REPORT 2565 (ENGLISH VERSION)

384

6.3 To act as the Chairman of the Board during the Board of Directors’ meeting.
6.4 To summon the Board of Directors’ meeting and act as the Chairman of the Shareholders’ meeting.

6.5 To encourage/provide opportunities for directors to ask questions and discuss freely.

7. Duties and Responsibilities of the Board of Directors
7.1 Perform duties in accordance with the laws, objectives, Company’s Articles of Association and the
Bangkok Commercial Asset Management Public Co., Ltd.
Shareholders’ meeting resolutions with responsibility, integrity, honesty and a careful consideration given for the
protection of the Company benefits.
7.2 Be responsible to shareholders on a regular basis and operate with the interests of shareholders. The
information is disclosed to the investors accurately, completely, with standards and transparency.
7.3 Determine policies, goals and strategies for the Company’s operations, including considering and approving
the annual business plan and budget to be consistent with the Company’s business operations.
7.4 Supervise and control the management to be in accordance with the Company’s policies, goals, strategies

and business plans to achieve results under the approved budget.
7.5 Determine regulations on personnel management, finance, accounting, procurement including any
verification and the internal financial audits along with other operations of the Company.
7.6 Provide supervision on accounting system, financial report and the reliable audit programs that meet
international standards to build confidence for all stakeholders.
7.7 Supervise the recruitment of the Company’s top executives, including setting the remuneration of the Chief
Executive Officer as well as the policy of determining the remuneration in accordance with the efficiency of the
performance.
7.8 Provide supervision on the effective internal control system and the appropriate risk management process.

7.9 Provide supervision on the corporate governance to be in line with the good corporate governance, social
and environmental responsibility, and sustainable development principles.
7.10 Consider the appointment and determine the scope of duties of the various sub-committees.
7.11 Provide supervision on the establishment of the Prevention and Management of Conflict of Interest of the
stakeholders.
7.12 Provide supervision on the communication and disclosure of information on various matters to stakeholders
accurately, completely, appropriately and in a timely manner.
7.13 Consider the succession plan of senior management.
7.14 Encourage senior management to participate in expressing opinions under changing factors affecting
organizational goals.

8. Meetings and Agenda
8.1 The Board of Directors has a meeting schedule at least once (1) a month or as appropriate. The Board of
Directors’ meetings shall be scheduled in advance for the entire year and the directors shall be notified thereof at the
end of the foregoing year or early in the year so that directors can manage their time and attend the meetings fully and
appropriately.