Page 64 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

Composition of the Board of Directors
The Board of Directs has determined the number of the directors in the board
according to the size of the company. The board now consists of four executive directors
and three independent directors totaled up seven directors. In that, independent directors
account for one third of the members.

The Chairman of the Board / the Managing Director
The Board of Directors determined that the MD and the Chairman of the Board are
different individuals, and their authorities and duties are clearly separated to ensure balance
between management and corporate governance. In 2021, the Company’s Chairman of the
Board is Mr. Huang, Wen-Sung and the MD is Mr. Natthawat Thanapinyanun.

Terms of Directorship
The term of directorship is three years. Each year, one third of the directors will
complete their terms. In 2021, the followings directors retire by rotation and re-elect to
return to the office.
The Annual General Shareholders’ Meeting 2021, the number of directors who will
retire by rotation in year 2021 is 3 persons consisting of Director Mr Huang, Wen-Sung,
Director Mr. Natthawat Thanapinyanun, Independent Director Mr. Surabhon
Kwanchaithunya. Chairman of the Board propose the re-election of the retiring directors,
to serve the position of director for another term.

Board of Directors’ Meeting

The Board of Directors sets 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.

There were 10 times meetings held in 2021. Please see the attendance record of directors.

Name Position Time of Attendance
1. Ms. Lu, Yen-Chuan Chairman of Board 0/10
2. Mr. Huang, Wen-Sung Director 7/10
3. Mr. Natthawat Thanapinyanun Director 10/10
4. Ms. Hwang, Feng-Mei Director 10/10
* Mr. Surabhon Kwanchaithunya Independent Director/ 5/10
Chairman of the Audit Committee
5. Mr. Navin Vongchankit** Independent Director/ 2/10
Chairman of the Audit Committee
6. Mr. Jirawat Huang Independent Director 10/10
7. Mr. Phiphat Wangphichit Independent Director 10/10

* Mr. Surabhon Kwanchaithunya resigned from the position of independent director and
Chairman of the Audit Committee effective from September 30, 2021 onwards.
**Appoint Mr. Navin Vongchankit as Independent Director and Chairman of the Audit
Committee effective from October 20, 2021onwards.

56