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Tycoons Worldwide Group (Thailand) Plc.

6.2 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.

6.3 Corporate Governance Policy Compliance Report
The Board of Directors established the policy that encourage all employees to
behave honesty and properly and accountable to stakeholders, and shareholders at all time.
This will, in turn, become the organization culture that values social responsible.

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

Qualifications of Directors
The Board of Directors consisted of various qualities including age, profession,
and knowledge which are beneficial for the company operation and can bring about fresh
perspective. Directors had adequate time to perform their duties to the fullest extent with
high ethical standard. In 2021, none of the directors of the Company served as director of
other listed company more than 5 companies.

Duties of Chairman of the Board of Directors
Key duties of the Chairman as leader are to ensure effective functioning of the
Board. The Chairman is accountable to the board and function as a coordinator between
the Board and the management through the President. The Chairman also has duty to
further communicate the Board’s resolutions as appropriate.
There is distinction of duty between the Chairman as policy leader and the President
as leader for day-to-day management of the Company. The Company has a policy to
separate the positions of Chairman of the Board and President. This ensures that there is
no abuse of the authority and decision making is fair and independent for long term interest
of the company.

The Chairman’s duties include the following:
Guiding the Board to ensure its effective functioning. Providing independent advice
and counsel to the President. Consulting with the President and Company Secretary to draw
up meeting agendas. Encouraging all board members to debate issues freely during
meetings, ask questions and express opinions. Ensuring effective communication with the
shareholders.

Qualifications of Independent Directors
The Board of Directors has set the qualifications of independent directors according
to the Stock Exchange of Thailand’s requirements. In 2021, Mr. Surabhon
Kwunchaithunya, a highly experience person in accounting and financial field, was elected
as independent director whose qualification is in line with the requirement.

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