Page 391 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

8.2 In summoning the Board of Directors’ meeting, the Chairman or the person entrusted by the Chairman shall
send a notice summoning the meeting to the Board members at least seven (7) days prior to the date of the meeting

unless in an urgent case to preserve the rights or benefits of the Company. The Chairman or the person entrusted by
the Chairman may notify the meeting by electronic or any other means and may set an earlier meeting date. In addition,
the agenda shall be formulated in written statement in advance. The documents for the Board of Directors’ meeting
shall be sent at least five (5) business days prior to the date of the meeting.
8.3 The Chairman of the Board or the Chairman of the Board Meeting may prescribe the meeting of the Board
of Directors via electronic media. In the event of a board meeting via electronic media, the operation must be in
accordance with the rules and procedures prescribed by law and in accordance with information security standards set
out in the law.
8.4 The Chairman, the Chief Executive Officer, and the general manager may jointly consider and select matters
to be included in the agenda of the Board of Directors’ meeting and offers the opportunity for all directors to propose
matters that are beneficial to the Company on the agenda of the Board of Directors’ meeting freely.

8.5 In the meeting of the Board of Directors, at least half (1/2) of the total number of directors must present
to constitute a quorum. The Chairman of the Board will be the Chairman of the Board Meeting. In the event that the
Chairman is not able to present at the meeting or unable to perform duties and if the Vice Chairman is present, the Vice
Chairman must then act as the Chairman. If there is no Vice Chairman or the Vice Chairman is not able to present at the
meeting or unable to perform duties. Then the members present at the meeting shall elect one among themselves to
preside over the meeting.
8.6 The decision of the meeting shall be made by a majority of votes. If the votes are equal, the Chairman of
the Meeting shall have an additional vote as a casting vote.

9. Sub-committees
The Board of Directors may appoint one or more sub-committees to support the performance of the Board of
Directors. Such sub-committees are responsible for reviewing matters of particular importance. The Board of Directors
will appoint members of the sub-committees, issue Subcommittee Charter, the components of the Subcommittees or
the determination of scope, powers, duties and responsibilities and other matters related to such sub-committees per
the Board of Directors’ appropriate considerations. The Board of Directors will consider reviewing the charter of each
sub-committee in each year.

10. Compensation
The Board of Directors, with the recommendation of the Nomination and Remuneration Committee, sets and
formulates a policy on monetary and non-monetary compensation. The process of considering the compensation must

be transparent and suitable for duties and responsibilities and must be equal to the standards of the same business.
The remuneration rates for the Board of Directors must be approved at the Shareholders’ Meeting.