Page 160 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

5.9 Terms of Directorship
The Directors shall serve a term of office of three years. Each year, one-third (1/3) of the directors
shall retire. If the number of directors is not a multiple three parts, the number of directors nearest
to one-third (1/3) shall retire.The directors retiring from their office in the first and second year
after the registration shall be made by drawing lots. For subsequent years, the directors who have
held office longest shall retire. The directors who vacate office is eligible for re-election by
shareholders.

5.10 Board of Directors’ Meeting
The Board of Director shall set the meeting schedule of entire year in advance. The meeting is
usually convened quarterly unless irregular meeting is needed. The chairman or designated
director ensures that all directors receive all relevant documents prior to the meeting so that they
have sufficient time to study all the issues before attending the meeting or casting their votes. The
given documents must be clear, analytical and sufficient of recommendation.

5.11 The duties of the Board of Directors
1. To perform its duty in the most professional manner to comply with all laws, the
company’s objectives, articles of association and shareholder’s resolutions as well as to
preserve the company’s benefit and interests.
2. To determine the company’s direction and control all business operations in accordance
with the related government entities’ rules and regulations. To assure the disclosure of
information to shareholders and related entities as well as perform transparency
management to achieve optimal benefits to the company.
3. To ensure that business is operated efficiently and in compliance with all regulatory bodies
such as the Stock Exchange of Thailand (SET) and the Securities and Exchange
Commission (SEC).
4. To ensure that the company has effective internal control systems and an internal audit
unit that works closely with the audit committee.
5. The Board of Directors may establish an executive board and a management team or
delegate control to other persons to manage the company under the Board of Directors’
supervision. The delegation must be accompanied by responsibilities and limitation of the
control and must not be delegated to persons in circumstances that would lead to conflicts
of interest with the company and its subsidiaries.
6. To have the intention to run the business continuously and conduct themselves with
honesty and integrity and to be interested in the business in which they hold the
directorship.
7. To be consistently responsive to the shareholders and protect their interests as well as
providing to them fair, complete and transparent disclosure.
8. Consider the approval of business plans, annual budgets and sales/acquisitions of the asset
exceeding 50 MB, joint ventures in expanding its business and approval of any other loans
besides the working capital loans, which are solely authorized by the Executive Board.

Effective date: February 19, 2008.

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