Page 159 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

report on risks shall be set up. Management of the company is responsible for regularly reporting
to the Audit Committee and the Board on its operation plans and performance.
5.3 Code of Ethics
Ethics is an integral part of corporate governance. The Board of Directors established the code of
ethics for management and staff which is considered to be their tasks. This covers penalty of
punishment of those who fail to comply, therefore all the staff must follow strictly. The
implication and supervision of the code of ethics is applied through the existing management
system.

5.4 Independence and Impartiality of Directors
The Board of Directors shall perform its duty and exercise its discretion independently from the
Management and major shareholders. Each director has the duty and independence to ask
questions, express opinions or make objection and vote as he or she sees fit in relation to all
matters affecting the interests of the company , shareholders or stakeholders.

5.5 Qualifications of Directors
The Board of Directors shall consist of various qualities including age, profession, and knowledge
which are beneficial for the company operation and can bring about fresh perspective. Directors
must be prepared to give adequate time and effort to perform their duties to the fullest extent with
high ethical standard.

5.6 Qualifications of Audit Committee / Independent Directors
The Board of Directors shall ensure that the qualifications of independent directors are in line
with the Stock Exchange of Thailand’s requirements as follows:
1. Holding shares of no more than five percent of the paid-up registered capital of the
Company, affiliated companies, associated companies or other related companies. This shall
include shares held by related persons.
2. Being a non-executive director of the Company, affiliated companies, associated
companies and related companies or its major shareholders including not being an employee, staff
or consultant receiving salary on the payroll of the Company, affiliated companies, associated
companies, related companies or the Company’s major shareholders.
3. Being a director without direct or indirect financial and managerial interests or stake in
the Company, affiliated companies, associated companies or its major shareholders;
4. Being a director who is not related to or not being a closed relative with the Company’s
executives or major shareholders.
5. Being a director not appointed as an agent to protect the interests of the Company’s
directors, major shareholders or shareholders relating to the Company’s major shareholders.
6. Being able to act and express his opinions independently

5.7 Composition of the Board of Directors
The Board of Directs is responsible for determining the business direction and policy. The Board
of Directors shall consist of a chairman, a vice chairman and directors who can act independently
to counterbalance the management. In that the board may consist of executive directors in
response to the size of the organization and give an effective performance. There shall not be less
than five directors in the Board.

5.8 The Chairman of the Board and the Managing Director
The Board of Directors shall designate a director as the Managing Director other than Chairman
of the Board so that their roles, authorities and duties are clearly separated to ensure balance
between management and corporate governance.

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