Page 394 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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of the Company but not to the level of having control over such policies
and is not considered a subsidiary or joint venture.

In the event that the Company or a subsidiary holds shares, either directly
or indirectly, collectively from twenty percent but not more than fifty
percent of the total voting rights of the Company, it is assumed that the
Company or the subsidiary has the power to take part in making decisions
Bangkok Commercial Asset Management Public Co., Ltd.
under the first paragraph unless proven otherwise.
“Controller” means a shareholder or any other person who, by circumstance, has a
significant influence over the management policy formulation or the
operation of the Company, regardless of whether such influence is due to
being a shareholder, authorized under the contract, or any other reasons,
especially it is a person who meets one of the following characteristics:
(a) a person having the right to vote, directly or indirectly, more than

twenty-five percent of the total number of voting shares of the Company.
(b) a person who, by circumstance, is able to control the appointment or
removal of the Company’s directors.
(c) persons who, by circumstance, can control those responsible for policy
formulation, management, or operations of the Company to ensure its
compliance with their orders in the formulation of policies, management,
or operation of the Company.
(d) persons who, by circumstance, operate in the Company or are
responsible for the operations of the Company of equivalent level to the

directors or executives including persons holding positions with the same
powers and duties as those of the Company.
“SET” means the Stock Exchange of Thailand

4. Composition and Qualifications of the Audit Committee
4.1 The Audit Committee must consist of one Chairman of the Audit Committee and no fewer than 3 members
but not more than 5 members of the Audit Committee, who must be independent directors.
4.2 At least one member of the Audit Committee must possess sufficient knowledge and experience in
accounting, finance, or other knowledge to be able to review the reliability of financial statements.
4.3 The Chairman of the Audit Committee and all members of the Audit Committee must possess the
following qualifications:

(1) Appointed by the Board of Directors or the Shareholder Meeting of the Company.
(2) Be an independent director.
(3) Not being a director who has been assigned by the Board of Directors to make decisions regarding
operations of the Company, the parent company, subsidiary companies, associated companies,
the same level subsidiary major shareholders, or authorized persons of the Company.