Page 401 - BAM ONE REPORT 2565 (ENGLISH VERSION)

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Form 56-1 One Report 2022

6. Meeting and Agenda
6.1 The Executive Committee holds meetings at least twice a month or as appropriated.

6.2 The Executive Committee meeting must consist of the Chairman of the Executive Committee; or the
individual assigned to the role of chairman. The directors attending the meeting together must not be fewer than half
of the total number of directors to constitute a quorum.
6.3 In the event that the Chairman of the Executive Committee is not present at the meeting or unable to
perform duties, the Directors presenting at the meeting shall elect one among themselves to preside over the meeting.
6.4 The decision of the meeting shall be made by a majority vote of the number of directors attending at the
meeting. If the votes are equal, the Chairman will have an additional casting vote.
6.5 Agenda for the meeting shall be set in written statement in advance and the meeting documents shall be
delivered to the Executive Committee in advance of the meeting.

7. Reporting

The Executive Committee reports to the Board of Directors at least once a year in relation to the activities of
the Executive Committee and gives suggestions as appropriated.

8. Review and Suggestion
The Executive Committee shall review the Charter every year and be able to suggest additional changes as it
deems appropriate. This will be presented to the Board of Directors for consideration as the case may be.

Risk Oversight Committee Charter
The Board of Directors’ meeting no. 13/2022 on October 7, 2022 resolved to approve the review of the Risk

Oversight Committee Charter, and later the Board of Directors’ meeting no. 14/2022 on November 4, 2022 resolved to
approve the modification of the statements concerning the completion of the term of the committees to serve as a
management tool for the Company’s operation and to ensure the Company’s good corporate governance and the
ability to operate business efficiently. Therefore, the notification on the Risk Oversight Committee Charter dated June
28, 2021 was repealed and replaced by this notification with details as follows:
1. Principle and Reason
Operating a business always involves risks. In order to operate in accordance with the set goals, the Board of
Directors has therefore appointed the Risk Oversight Committee to perform duties in relation to the risk management
that may occur to the Company and taken advantage of any potential opportunities effectively.

2. Objective
To ensure that the Company’s operations are in accordance with the principles of good governance and to

communicate to the executives and employees on the reasons for establishing the Risk Supervisory Committee, the
composition and powers and duties of the Corporate Governance Committee along with the roles and responsibilities
on the part of executives and related employees .This charter will be reviewed and adjusted to suit the organization’s
policies and changing situations.