Page 58 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

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

6. 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.

7. 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.

8. 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.

9. 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.

10. 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 spoptimal benefits to the company.

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