Page 157 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

Unabridged policy and guidelines on corporate governance and unabridged code of business
conduct prepared by the Company in the following matters:

1. The Principles of Good Corporate Governance Policy for the Company
Tycoons Worldwide Group (Thailand) Public Co., Ltd. is operated under the supervision of its
Board of Directors. Being a responsible organization, the company is determined to comply with
the principles of corporate governance for all companies listed in Thailand, which is stipulated in
the Securities and Exchange Act B.E. 2535 for the best benefit of shareholders, stakeholders and
the company’s sustainability. The principles are as follows.

1 Rights of Shareholders

Shareholders are the owners of the company. They control the company by appointing the Board
of Directors to act as their representatives. Shareholders are eligible to make decisions on any of
significant corporate changes. Therefore, the company encourages shareholders to exercise their
rights.
Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit of the
company, obtain relevant and adequate information on the company in a timely manner and on a
regular basis, participate and vote in the shareholder meetings to elect or remove members of the
board, appoint the external auditor, and make decisions on any transactions that affect the
company such as dividends payment, amendments to the company’s articles of association or the
company’s bylaws, capital increases or decreases, and the approval of extraordinary transactions,
etc.

The Board of Directors realizes the importance of shareholders’ meeting as revealed in the
policies to facilitate all shareholders equally in attending the meeting, provide sufficient
information timely in advance of the meeting so that the shareholders have enough time to decide
whether to attend or to designate representatives to attend the meeting on their behalves.
Shareholders are encouraged to query directors and allowed to propose an agenda item, the
directors on the other hand are obliged to attend the meeting and answer the enquiries.

The Board of Directors must complete the minutes of the meeting and present to the shareholders
through the website as soon as possible within 14 days after the meeting.

2 Equitable Treatment of Shareholders

The Board of Directors values the right of every shareholder equally as reflected in the company’s
policy of disclosure of information that the company constantly informs shareholders the status
of the company through the website of SET. Moreover, the company allows the minority
shareholder to nominate director positions in advance and vote by proxy.

The company also has the policy to prevent the use of inside information for abusive self dealing
such as insider trading or related party transactions. Particularly, they are not allowed to trade
their shares of the company one month prior to the announcement of the company’s financial
report.

All directors and executives are obliged to disclose to the board whether they and their related
parties have any interest in any transaction or matter directly affecting the company. Directors

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