Page 67 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

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.
All aforementioned responsibilities can be enforced and approved by the Board of
Director except for the following items, which require shareholders’ approval.
a. In compliance with the law, requiring a shareholders’ resolution in regard to transfers or
disposals of an entity, increases in paid-up capital, merger etc;
b. Connected transactions as set out in SET regulations;
Apart from the resolution of a shareholder meeting, a vote of not less than three quarters
of the total number of votes of shareholders who attend the meeting and have the right to
vote is required to approve the following events:
c. The sale or transfer of the whole or important parts of the business of the company to
other persons;
d. The purchase or acceptance of transfer of the business of other companies or private
companies by the company;
e. The making, amending or terminating of contracts with respect to the granting of a lease
of the whole or important parts of the business of the company, the assignment of the
management of the business of the company to any other persons or the amalgamation of
the business with other persons with the purpose of profit and loss sharing;
f. The amending of the articles of association and memorandum of association;
g. The increase and reduction in company capital;
h. The merger or termination of the company; and
i. Any other relevant issue stipulated by law.

The Audit Committee

The audit committee of the company has the scope of duties and responsibilities to the
Board of Director on the following matters:
1. To review the Company's financial process to ensure that it is accurate and adequate
2. To review the Company's internal control system and internal audit system to ensure that
they are suitable and efficient, to determine an internal audit unit's independence, as well
as to approve the appointment, transfer and dismissal of the chief of an internal audit unit
or any other unit in charge of an internal audit
3. To review the Company's compliance with the law on securities and exchange, the
Exchange's regulations, and the laws relating to the Company's business

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