Page 399 - BAM ONE REPORT 2565 (ENGLISH VERSION)

393

Form 56-1 One Report 2022

as well as report the assessment results, problems, obstacles and operational improvement plans (if any) to the Board
for acknowledgment.

10. Hiring Experts
10.1 In the event that any aspect of the Audit Committee’s internal auditing requires the knowledge and
competence of an expert on a specific subject other than the high level executive of the Internal Audit Unit, the internal
audit companies or any other agencies are responsible for internal audits under Clause 6.2, the Audit Committee shall
propose to the Board of Directors to consider hiring the aforementioned expert on the specific subject, with any
expenses made in accordance with the Company’s regulations.
10.2 The hired specialist must not have a conflict of interest with the Company and is not an ascendant,
descendant or spouse of a Director, Chief Executive, Executive, high-level executives of the Internal Audit Unit, the
Internal Auditor of the Company or the Internal Auditors of businesses that the Company has a role in decision-making
on the policies and operations of the businesses.

11. Diagnosing Problems
11.1 The determination of problems with the performance of the Audit Committee in accordance with this
Charter or in any other case not specified in this Charter, the Board shall use its discretion and final judgment.
11.2 The manual of the Office of the Securities and Exchange Commission shall be used as a framework for
performance and a framework for diagnosing problems in this Charter.

Executive Board Charter
According to the Board of Directors’ meeting no. 14/2022 on November 4, 2022, it was resolved to approve the

revision of the Executive Committee Charter to be consistent with the good corporate governance principles. Therefore,
the Company’s notification on the Executive Board Charter dated February 5, 2021 was repealed and replaced by this
notification with details as follows:
1. Principle and Reason
The Board of Directors has appointed the Executive Committee to support the performance of the the Board
of Directors to set goals and key policies to operate effectively in various fields.

2. Objective
In order to operate the Company in accordance with the principles of Good Governance, this charter is
intended to communicate to the executives and employees the reasons for the establishment of the Executive
Committee, its composition, roles, duties and responsibilities and guidelines for the performance of duties of the

Executive Committee.

3. Composition and Qualifications of the Executive Committee
3.1 The Board of Directors consists of at least 3 but not more than 5 directors, with the Chief Executive Officer
assuming a director and secretary by position, and the Assistant General Manager in the corporate support field assuming
an assistant secretary by position.
3.2 Executive directors must possess the following qualifications: