Page 74 - One Report Thai Final_ENG_2021

Tycoons Worldwide Group (Thailand) Plc.

(2) Election of the directors and the management

Selection of persons to be appointed as directors of the company does not involve
the process of nominating committee whatsoever. Nevertheless, the company has laid
down guidelines on the appointment of board of directors as follows:

1. Board of directors shall carry out its duties according to the laws, the objectives
and the Articles of Association of the company, including the resolutions of the
meetings of shareholders.
2. At every general shareholder’s meeting, one-third of the directors shall vacate their
office. In case the number of outgoing directors cannot be divisible by three, the
number closet to one-third shall be applied.
3. The directors who resign at the first and second year, respectively, will be decided
by draw. Thereafter, the directors required to resign will be those that have served
the longest, but after resignation will be able to be re-appointed the following year.
4. The general shareholder’s meeting may pass a resolution that any director be
vacated from office before completing his term, which resolution must be passed
by votes of not less than three-fourths of the number of shareholders with the right
to vote and attending the meeting and whose shares altogether constitute not less
than one-half of the number of shares held by shareholders attending the meeting
and have the right to vote.
5. One shareholder is entitled to one vote per share.

6. Each shareholder must use all of his votes under (5) to vote for the election of one
to be directors. Shareholders must cast all of their votes for one nominee, and may
not divide their votes.
7. The candidates obtaining the highest numbers of votes shall be appointed directors,
until all vacancies are filled. Should be a tie vote, the chairman of the Board of
Directors will make the determination. The appointment of president of the
Company must be approved the Board of directors, and management of the
Company directly appointed by the president.

8.1.2 Meeting attendance and remuneration payment to each Board
member
Details of Attendance and service of the Board of Directors

Number of Number of years the
attendances / directors have served
Name
Total of meeting
2021 2020 2021 (years)
1. Ms. Lu, Yen-Chuan 0/10 0/8 18.5
2. Mr. Huang, Wen-Sung 7/10 0/8 18.5
3. Mr. Natthawat Thanapinyanun 10/10 8/8 15.5
4. Ms. Hwang, Feng-Mei 10/10 7/8 5.8
* Mr. Surabhon Kwunchaithunya 5/10 8/8 18.5
5. Mr. Navin Vongchankit** 2/10 - 0.2
6. Mr. Jirawat Huang 10/10 8/8 18.5
7. Mr. Phiphat Wangphichit 10/10 8/8 18.5

66