Page 405 - BAM ONE REPORT 2565 (ENGLISH VERSION)
P. 405

399

                                                                                                                    Form 56-1 One Report 2022





                  4.  Appointment and Term of Office
                  4.1  The Board of Directors appoints the Chairman of the Corporate Governance for Sustainability Committee

           and the Corporate Governance for Sustainability Committee members.
                  4.2  The Corporate Governance for Sustainability Committee member holds a term of office according to the
           directorship term.
                  The Corporate Governance for Sustainability Committee member due to retire may be reappointed for another
           term as the Board of Directors deems appropriate.
                  4.3  The Corporate Governance for Sustainability Committee member must vacate office upon:
                      (1)  Retiring from being a director of the Company
                      (2)  Resignation
                      (3)  Death
                        Th  Board  of  Directors  has  passed    resolution    vac  office
                    When  th  Corpor  Governanc  for  Sustainability    member  completes  th  ter  of  offic  or

           ther  is  any  reason  th  Corpor  Governanc  for  Sustainability    member  cann  stay  until  th  end  of  his/
           her  ter  which  results  in  th  number  of  members  bein  fewer  than  th  specified  number  th  Board  of  Directors  shall
           appoin    n  Corpor  Governanc  for  Sustainability    member  within  thr  months  fr  th  d  of  such
           circumstanc    ensur  th  continuity  in  th  performanc  of  th  Corpor  Governanc  for  Sustainability  Committee.


                  5.  Duties and Responsibilities
                  The Corporate Governance for Sustainability Committee has duties and responsibilities as follows:
                  5.1  Consider and determine the Company’s policies, plans and rules regarding good corporate governance and
           sustainable business operation principles for stakeholders, covering economic, social and environmental dimensions, and

           conflict of interest in accordance with the Company’s business operation, and propose the matter to the Board of
           Directors.
                  5.2  Supervise, monitor and ensure that the Company’s performance is in line with the policies and operation
           plans, as well as the corporate governance and sustainability principles in order to efficiently achieve its goals.
                  5.3  Recommend regulations on the Company’s business ethics and the code of conduct of the directors, top
           management, executives, and employees.
                  5.4  Encourage the Company’s directors, top management, executives, and employees to continuously
           participate in corporate governance and sustainability and implement corporate governance and sustainability activities.
                  5.5  Consider and appoint, as deemed appropriate, other working committees and working groups to support
           the Company’s operation in relation to corporate governance, sustainable business operation and compliance with the
           rules and regulations.

                  5.6  Encourage and provide opportunities or channels for stakeholders to provide their feedbacks, facts, or
           observations to the Company for the improvement of the Company’s corporate governance.
                  5.7  Monitor and ensure that the Company complies with all regulations as prescribed in its compliance policy.
                  5.8  Review and ensure that the Company puts in place efficient and independent compliance system.
   400   401   402   403   404   405   406   407   408   409   410